<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended September 30, 1999.
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period From _________ to ________
Commission File Number: 1-12235
--------------
TRIUMPH GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0347963
- ----------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1255 Drummers Lane, Suite 200
Wayne, PA 19087-1565
- ----------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
(610) 975-0420
-----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, par value $0.001 per share, 8,314,986 shares and Class D common
stock, par value $0.001 per share, 3,348,535 shares, each as of October 29, 1999
<PAGE>
TRIUMPH GROUP, INC.
INDEX
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
<TABLE>
<CAPTION>
PAGE NUMBER
-----------
<S> <C>
Consolidated Balance Sheets 1
March 31, 1999 and September 30, 1999
Consolidated Statements of Income 3
Three months ended September 30, 1998 and 1999
Six months ended September 30, 1998 and 1999
Consolidated Statements of Cash Flows 4
Six months ended September 30, 1998 and 1999
Notes to Consolidated Financial Statements 6
September 30, 1999
Item 2. Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 16
Market Risk
Part II. Other Information
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Signature Page 19
</TABLE>
<PAGE>
Part I. Financial Information
Item: 1. Financial Statements
Triumph Group, Inc.
Consolidated Balance Sheets
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1999 1999
--------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 4,953 $ 7,177
Accounts receivable, net 65,613 73,661
Inventories 104,771 117,812
Prepaid expenses and other 2,473 5,608
Deferred income taxes 2,408 2,333
-------- --------
Total current assets 180,218 206,591
Property and equipment, net 107,123 116,770
Excess of cost over net assets acquired, net 124,667 133,876
Intangible assets and other, net 16,849 22,044
-------- --------
Total assets $428,857 $479,281
-------- --------
-------- --------
</TABLE>
-1-
<PAGE>
Triumph Group, Inc.
Consolidated Balance Sheets (continued)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1999 1999
--------- -------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 33,894 $ 33,806
Accrued expenses 47,263 53,238
Income taxes payable 4,453 3,506
Current portion of long-term debt 1,151 2,472
--------- ---------
Total current liabilities 86,761 93,022
Long-term debt, less current portion 91,857 117,635
Deferred income taxes and other 35,462 41,892
Stockholders' equity:
Common stock, $.001 par value, 50,000,000
shares authorized, 8,551,786 shares issued 9 9
Class D common stock convertible,
$.001 par value, 6,000,000 shares authorized,
3,348,535 shares issued and outstanding 3 3
Capital in excess of par value 135,418 135,418
Treasury stock, at cost, 52,700 and 236,800 shares (1,336) (5,766)
Retained earnings 80,683 97,068
--------- ---------
Total stockholders' equity 214,777 226,732
--------- ---------
Total liabilities and stockholders' equity $ 428,857 $ 479,281
--------- ---------
--------- ---------
</TABLE>
SEE ACCOMPANYING NOTES.
-2-
<PAGE>
Triumph Group, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- ----------------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 99,482 $110,276 $190,622 $215,170
Operating costs and expenses:
Cost of products sold 68,337 76,370 131,360 148,281
Selling, general, and administrative 13,324 13,882 25,396 27,317
Depreciation and amortization 3,437 4,790 6,324 9,516
-------- -------- -------- --------
85,098 95,042 163,080 185,114
Operating income 14,384 15,234 27,542 30,056
Interest expense and other 1,306 2,316 2,011 4,171
-------- -------- -------- --------
Income before income taxes 13,078 12,918 25,531 25,885
Income tax expense 5,100 4,728 9,959 9,460
-------- -------- -------- --------
Net income $ 7,978 $ 8,190 $ 15,572 $ 16,425
-------- -------- -------- --------
-------- -------- -------- --------
Earnings Per Share--Basic:
Net income $ 0.67 $ 0.70 $ 1.31 $ 1.40
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average common shares outstanding--Basic 11,900 11,692 11,899 11,712
-------- -------- -------- --------
-------- -------- -------- --------
Earnings Per Share--Assuming Dilution:
Net income $ 0.63 $ 0.66 $ 1.23 $ 1.32
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average common shares outstanding--
Assuming Dilution 12,654 12,397 12,673 12,423
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
SEE ACCOMPANYING NOTES.
-3-
<PAGE>
Triumph Group, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SEPTEMBER 30,
------------------------------
1998 1999
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 15,572 $ 16,425
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 6,324 9,516
Other amortization included in interest expense 69 117
Provision for doubtful accounts receivable 133 175
Provision for deferred income taxes 749 3,267
Interest on subordinated and junior subordinated
promissory notes paid by issuance of
additional notes 386 444
Changes in other current assets and liabilities, net
of acquisition of businesses:
Accounts receivable 2,364 (360)
Inventories (8,262) (7,647)
Prepaid expenses and other current assets (1,485) (990)
Accounts payable, accrued expenses, and accrued
income taxes payable (3,716) (8,261)
Other (550) (754)
-------- --------
Net cash provided by operating activities 11,584 11,932
INVESTING ACTIVITIES
Capital expenditures, net (7,742) (7,113)
Proceeds from sale of assets -- 5,794
Cost of businesses acquired, net of cash acquired (27,330) (22,419)
-------- --------
Net cash used in investing activities (35,072) (23,738)
</TABLE>
-4-
<PAGE>
Triumph Group, Inc.
Consolidated Statements of Cash Flows (continued)
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SEPTEMBER 30,
------------------------------
1998 1999
---- ----
<S> <C> <C>
FINANCING ACTIVITIES
Net increase in revolving credit facility $ 25,497 $ 19,506
Repayment of debt and capital lease obligations (570) (1,758)
Purchase of Treasury Stock -- (4,611)
Payments of deferred financing costs (25) (963)
Proceeds from exercise of stock options 72 141
-------- --------
Net cash provided by financing activities 24,974 12,315
-------- --------
Net change in cash 1,486 509
Cash at beginning of period 4,642 4,953
-------- --------
Cash at end of period $ 6,128 $ 5,462
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for income taxes $ 9,910 $ 7,062
Cash paid for interest 1,518 3,808
</TABLE>
SEE ACCOMPANYING NOTES.
-5-
<PAGE>
Triumph Group, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the fiscal year ended March 31, 2000. For further information,
refer to the consolidated financial statements and footnotes thereto included in
Triumph Group, Inc.'s (the "Company") Annual Report on Form 10-K for the year
ended March 31, 1999.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Company's aviation segment designs, engineers, manufactures or repairs and
overhauls aircraft components for commercial airlines, air cargo carriers, and
original equipment manufacturers on a worldwide basis. The Company's metals
segment manufactures, machines, processes, and distributes metal products to
customers in the computer, construction, container and office furniture
industries, primarily within North America.
NEW ACCOUNTING STANDARDS
In March 1998, the Accounting Standards Executive Committee issued Statement of
Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." SOP 98-1 requires all costs related to
the development of internal-use software other than those incurred during the
application development stage to be expensed as incurred. Costs incurred during
the application development stage are required to be capitalized and amortized
over the estimated useful life of the software. The adoption of SOP 98-1 had no
material effect on results of operations or financial position for the three or
six month periods ended September 30, 1999.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. ACQUISITIONS
Effective April 1, 1999, the Company acquired all of the outstanding stock of
Ralee Engineering Company ("Ralee"), based in City of Industry, California, for
an aggregate purchase price of approximately $32,213. The purchase price
includes cash paid at closing, net of cash acquired, the assumption of debt and
certain liabilities, direct costs of the acquisition, deferred payments and a
contingent payment of approximately $6,000, which is included in accrued
expenses at September 30, 1999. Ralee manufactures long structural components
such as stringers, cords, floor beams and spars for the aviation industry. The
excess of the purchase price over the fair value of the net assets acquired of
$8,207 was recorded as excess of cost over net assets acquired and is being
amortized over thirty years on a straight-line basis. The acquisition has been
accounted for under the purchase method and, accordingly, is included in the
consolidated financial statements from its date of acquisition. The acquisition
was funded through the Company's Credit Facility.
-6-
<PAGE>
Triumph Group, Inc.
Notes to Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
4. INVENTORIES
The components of inventories are as follows:
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1999 1999
--------- -------------
<S> <C> <C>
Raw materials $ 30,896 $ 33,942
Work-in-process 39,280 45,823
Finished goods 34,595 38,047
-------- --------
Total inventories $104,771 $117,812
-------- --------
-------- --------
</TABLE>
Effective April 1, 1999, the Company's method of valuing all inventory was the
lower of First-in First-out ("FIFO") cost or market. As of March 31, 1999,
approximately 10% of the inventory was valued using the Last-in First-out
("LIFO") method.
5. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1999 1999
--------- -------------
<S> <C> <C>
Revolving credit facility $ 76,095 $95,601
Subordinated promissory notes 11,734 11,352
Industrial revenue bonds 4,665 4,330
Capital lease obligations 28 8,301
Other debt 486 523
-------- --------
93,008 120,107
Less current portion 1,151 2,472
-------- --------
$ 91,857 $117,635
-------- --------
-------- --------
</TABLE>
On June 11, 1999, the Company amended and restated its Credit Facility ("New
Credit Facility") with its Lenders to increase the Credit Facility to $250,000
from $125,000, extend the term and amend certain terms and covenants. The New
Credit Facility bears interest at either LIBOR plus between 0.75% and 1.75% or
the prime rate (or the Federal Funds rate plus 0.5% if greater) at the option of
the Company and expires on June 13, 2004. The variation in the interest rate is
based upon the Company's ratio of total indebtedness to earnings before
interest, taxes, depreciation and amortization. In addition, the Company is
required to pay a commitment fee of between 0.175% and 0.375% on the unused
portion of the New Credit Facility without penalty. The Company may allocate up
to $5,000 of the available New Credit Facility for the issuance of letters of
credit.
Effective April 1, 1999, in connection with the Ralee acquisition, the Company
assumed approximately $8,665 of capital leases with interest rates ranging from
7.1% to 10.2%, maturing between September 2003 and August 2005.
Each capital lease is secured by a piece of equipment.
-7-
<PAGE>
Triumph Group, Inc.
Notes to Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
6. COMMITMENTS AND CONTINGENCIES
Certain of the Company's business operations and facilities are subject to a
number of federal, state, and local environmental laws and regulations. The
Company is indemnified for environmental liabilities related to assets purchased
from IKON Office Solutions, Inc. (formerly Alco Standard Corporation) which
existed prior to the acquisition of such assets and any unidentified
environmental liabilities which arise subsequent to the date of settlement
through July 22, 2000, arising from conditions or activities existing at these
facilities prior to the acquisition. In the opinion of management, there are no
significant environmental concerns which would have a material effect on the
financial condition or operating results of the Company which are not covered by
such indemnification.
The Company is involved in certain litigation matters arising out of its normal
business activities. In the opinion of management, the ultimate resolution of
such litigation will not have a material effect on the financial condition or
operating results of the Company.
7. EARNINGS PER SHARE
The following is a reconciliation between the weighted average outstanding
shares used in the calculation of basic and diluted earnings per share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ----------------
(in thousands) 1998 1999 1998 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding 11,900 11,692 11,899 11,712
Net effect of dilutive stock options 104 55 124 61
Net effect of dilutive warrant 650 650 650 650
------ ------ ------ ------
Weighted average common shares outstanding -
assuming dilution 12,654 12,397 12,673 12,423
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
Options to purchase 344,300 shares of common stock, at prices ranging from
$26.25 per share to $45.38 per share, were outstanding during the second quarter
of fiscal 2000. These options were not included in the computation of diluted
earnings per share because the exercise price was greater than the average
market price of the common stock during the three months ended September 30,
1999 and, therefore, the effect would be antidilutive. Also, warrants to
purchase up to 60,000 share of common stock at $10.00 per share, subject to
certain performance criteria, were not included in the computation of diluted
earnings per share during the second quarter of fiscal 2000 because the number
of contingently issuable warrants was zero, based on the number of shares, if
any, that would be issuable under the terms of the arrangement, as if the end of
the contingency period were September 30, 1999.
-8-
<PAGE>
Triumph Group, Inc.
Notes to Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
8. SEGMENT REPORTING
Selected financial information for each reportable segment is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales:
Aviation $ 81,807 $ 91,728 $155,864 $177,783
Metals 17,675 18,548 34,758 37,387
-------- -------- -------- --------
$ 99,482 $110,276 $190,622 $215,170
-------- -------- -------- --------
-------- -------- -------- --------
Income before income taxes:
Operating income (expense):
Aviation $ 14,428 $ 15,181 $ 27,847 $ 29,850
Metals 1,296 998 2,050 1,928
Corporate (1,340) (945) (2,355) (1,722)
-------- -------- -------- --------
14,384 15,234 27,542 30,056
Interest expense and other 1,306 2,316 2,011 4,171
-------- -------- -------- --------
$ 13,078 $ 12,918 $25,531 $ 25,885
-------- -------- -------- --------
-------- -------- -------- --------
Capital expenditures:
Aviation $ 2,871 $ 2,353 $ 7,265 $ 6,488
Metals 212 244 436 616
Corporate 7 9 41 9
-------- -------- -------- --------
$ 3,090 $ 2,606 $ 7,742 $ 7,113
-------- -------- -------- --------
-------- -------- -------- --------
Depreciation and amortization:
Aviation $ 3,162 $ 4,481 $ 5,777 $ 8,900
Metals 260 297 517 592
Corporate 15 12 30 24
-------- -------- -------- --------
$ 3,437 $ 4,790 $ 6,324 $ 9,516
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1999 SEPTEMBER 30, 1999
-------------- ------------------
Assets:
<S> <C> <C>
Aviation $395,745 $445,338
Metals 31,228 31,571
Corporate 1,884 2,372
-------- --------
$428,857 $479,281
-------- --------
-------- --------
</TABLE>
For the three months ended September 30, 1998 and 1999, the Company had foreign
sales of $12,079 and $17,116, respectively. For the six months ended September
30, 1998 and 1999, the Company had foreign sales of $23,821 and $33,037,
respectively.
9. SUBSEQUENT EVENT
In November 1999 the Company announced the acquisitions of Construction
Brevitees d'Alfortville ("CBA"), KT Aerofab and Lee Aerospace, Inc. CBA,
located near Paris, France, is a manufacturer of mechanical ball bearing
control assemblies for the aerospace, ground transportation and marine
industries. KT Aerofab, located in San Diego, California, is a developer of
high-temperature metal alloy parts. Lee Aerospace, Inc., located in Wichita,
Kansas, is a leading supplier of unheated windshields, flight deck and cabin
windows to the general aviation and corporate jet market. The combined cash
portion of the purchase prices paid at closing for these companies of
approximately $16,100 was funded by borrowings under the Company's New Credit
Facility.
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(The following discussion should be read in conjunction with the Consolidated
Financial Statements contained elsewhere herein.)
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998
AVIATION GROUP
NET SALES. Net sales for the Aviation Group increased by $9.9 million,
or 12.1%, to $91.7 million for the second quarter of fiscal 2000 from $81.8
million for the second quarter of fiscal 1999. This increase was due to the
inclusion of an aggregate of $17.0 million and $4.8 million in net sales in the
second quarter of fiscal 2000 and 1999, respectively, for Nu-Tech Industries,
Inc. ("Nu-Tech"), DG Industries, Inc. ("DG"), DV Industries, Inc. ("DV"),
Triumph Air Repair (Europe) Ltd. ("Triumph Air (Europe)"), HTD Aerospace, Inc.
("HTD") and Triumph Precision, Inc. ("Triumph Precision"), (collectively, the
"1999 Acquisitions") and Ralee Engineering Company ("Ralee"). Net sales for the
other operating divisions and subsidiaries in the Aviation Group experienced a
2.9% decrease, totaling $2.3 million, from the prior year period. The decline in
sales was due to slowdowns in the production rates of certain Boeing commercial
airplane programs, specifically the 737 Classic, 747 and 777, as well as effects
from Boeing working off excess inventory for these programs, slightly offset by
an increase in the production rate of the 737 New Generation and the C-17
military aircraft program.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Aviation Group
increased by $6.7 million, or 12.1%, to $61.8 million for the second quarter of
fiscal 2000 from $55.1 million for the second quarter fiscal 1999. This increase
was due to the inclusion of $10.9 million and $2.7 million in the second quarter
of fiscal 2000 and 1999, respectively, of costs of products sold associated with
net sales generated by the 1999 Acquisitions and Ralee. Costs of products sold
for the other operating divisions and subsidiaries in the Aviation Group
decreased by $1.5 million, or 2.8%, due to the decline in shipments for Boeing
commercial airplane programs discussed above.
GROSS PROFIT. Gross profit for the Aviation Group increased by $3.2
million, or 12.1%, to $30.0 million for the second quarter of fiscal 2000 from
$26.7 million for the second quarter of fiscal 1999. This increase was due to
the inclusion of $6.1 million and $2.0 million in the second quarter of fiscal
2000 and 1999, respectively, of gross profit on the net sales generated by the
1999 Acquisitions and Ralee. The remaining net decrease of $0.8 million was due
to reasons discussed above. As a percentage of net sales, gross profit for the
Aviation Group was 32.7% for the second quarter of both fiscal 2000 and 1999.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Aviation Group increased by $1.2 million, or
12.8%, to $10.3 million for the second quarter of fiscal 2000 from $9.1 million
for the second quarter of fiscal 1999, primarily due to the 1999 Acquisitions
and Ralee.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Aviation Group increased by $1.3 million, or 41.7%, to $4.5 million for the
second quarter of fiscal 2000 from $3.2 million for the second quarter of fiscal
1999, primarily due to the assets acquired in connection with the 1999
Acquisitions and Ralee.
OPERATING INCOME. Operating income for the Aviation Group increased by
$0.8 million, or 5.2%, to $15.2 million for the second quarter of fiscal 2000
from $14.4 million for the second quarter of fiscal 1999. This increase was
primarily due to the addition of net sales and profits generated by the 1999
Acquisitions and Ralee. All other operating divisions and subsidiaries in the
Aviation group experienced a 7.3% decline in operating income from the prior
year due to the reasons discussed above. As a percentage of net sales, operating
income for the Aviation Group was 16.6% for the second quarter of fiscal 2000
and 17.6% for the second quarter of fiscal 1999.
-10-
<PAGE>
Management's Discussion And Analysis of
Financial Condition and Results of Operations
(continued)
METALS GROUP
NET SALES. Net sales for the Metals Group increased by $0.9 million, or
4.9%, to $18.5 million for the second quarter of fiscal 2000 from $17.7 million
for the second quarter of fiscal 1999. This increase was mainly due to an
increase in activity at the Company's structural steel erection operation.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Metals Group
increased by $1.4 million, or 10.2%, to $14.6 million for the second quarter of
fiscal 2000 from $13.2 million for the second quarter of fiscal 1999. This
increase mainly was due to the increase in activity at the Company's structural
steel erection operation.
GROSS PROFIT. Gross profit for the Metals Group decreased by $0.5
million, or 10.8%, to $4.0 million for fiscal 2000 from $4.4 million for the
prior year period, due to the reasons discussed above. As a percentage of net
sales, gross profit for the Metals Group was 21.3% and 25.1% for the second
quarter of fiscal 2000 and fiscal 1999, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Metals Group decreased by $0.2 million, or 7.5%,
to $2.7 million from $2.9 million in the second quarter of fiscal 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Metals Group remained unchanged at $0.3 million for the second quarter of fiscal
2000 from the second quarter of fiscal 1999.
OPERATING INCOME. Operating income for the Metals Group decreased by
$0.3 million, or 23.0%, to $1.0 million for the second quarter of fiscal 2000
from $1.3 million for the second quarter of fiscal 1999, due to the reasons
discussed above. As a percentage of net sales, operating income for the Metals
Group was 5.4% and 7.3% for the second quarter of fiscal 2000 and 1999,
respectively.
OVERALL RESULTS
CORPORATE EXPENSES. Corporate expenses decreased by $0.4 million, or
29.5%, to $0.9 million for the second quarter of fiscal 2000 from $1.3 million
for the second quarter of fiscal 1999.
INTEREST EXPENSE AND OTHER. Interest expense and other increased by
$1.0 million, or 77.3%, to $2.3 million for the second quarter of fiscal 2000
from $1.3 million for the second quarter of fiscal 1999. This increase was
primarily due to increased debt levels associated with the 1999 Acquisitions and
the acquisition of Ralee, the cash portions of which were financed by borrowings
under the Company's Credit Facility, as well as a slightly higher rate on and
amortization of fees relating to the Company's amended and restated credit
facility ("New Credit Facility").
INCOME TAX EXPENSE. The effective tax rate was 36.6% for the second
quarter of fiscal 2000 and 39.0% for the second quarter of fiscal 1999. The
second quarter of fiscal 2000 effective tax rate is comparable to the third and
fourth quarters of fiscal 1999 effective tax rates of 37.0% in each of those
quarters and the first quarter of fiscal 2000 effective tax rate of 36.5%.
NET INCOME. Net income increased by $0.2 million, or 2.7%, to $8.2
million for the second quarter of fiscal 2000 from $8.0 million for the second
quarter of fiscal 1999. The increase in second quarter 2000 net income was
primarily attributable to the 1999 Acquisitions and Ralee, partially offset by
the reduced earnings of the remaining Aviation Group operating units due to the
decline in shipments for Boeing commercial airplane programs discussed above.
-11-
<PAGE>
Management's Discussion And Analysis of
Financial Condition and Results of Operations
(continued)
SIX MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO SIX MONTHS ENDED
SEPTEMBER 30, 1998
AVIATION GROUP
NET SALES. Net sales for the Aviation Group increased by $21.9 million,
or 14.1%, to $177.8 million for the six months ended September 30, 1999 from
$155.9 million for the six months ended September 30, 1998. This increase was
due to the inclusion of an aggregate of $36.1 million and $4.8 million in net
sales in the first six months of fiscal 2000 and 1999, respectively, generated
by the 1999 Acquisitions and Ralee. Net sales for the other operating divisions
and subsidiaries in the Aviation Group experienced a 6.2% decrease, totaling
$9.4 million, from the prior year period. The decline in sales was due to
slowdowns in the production rates of certain Boeing commercial airplane
programs, specifically the 737 Classic, 747 and 777, as well as effects from
Boeing working off excess inventory for these programs, slightly offset by an
increase in the production rate of the 737 New Generation and the C-17 military
aircraft program.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Aviation Group
increased by $14.2 million, or 13.5%, to $118.8 million for the first six months
of fiscal 2000 from $104.6 million for the first six months of fiscal 1999. This
increase was due to the inclusion of $21.9 million and $2.7 million in the first
six months of fiscal 2000 and 1999, respectively, of costs of products sold
associated with net sales generated by the 1999 Acquisitions and Ralee. Costs of
products sold for the other operating divisions and subsidiaries in the Aviation
Group decreased by $5.0 million, or 4.9%, due to the decline in shipments for
Boeing commercial airplane programs discussed above.
GROSS PROFIT. Gross profit for the Aviation Group increased by $7.7
million, or 15.1%, to $59.0 million for the first six months of fiscal 2000 from
$51.2 million for the first six months of fiscal 1999. This increase was due to
the inclusion of $14.2 million and $2.0 million in the first six months of
fiscal 2000 and 1999, respectively, of gross profit on the net sales generated
by the 1999 Acquisitions and Ralee. The remaining net decrease of $4.4 million
was due to reasons discussed above. As a percentage of net sales, gross profit
for the Aviation Group was 33.2% and 32.9% for the first six months of fiscal
2000 and 1999, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Aviation Group increased by $2.6 million, or
14.9%, to $20.2 million for the first six months of fiscal 2000 from $17.6
million for the first six months of fiscal 1999, primarily due to the 1999
Acquisitions and Ralee.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Aviation Group increased by $3.1 million, or 54.1%, to $8.9 million for the
first six months of fiscal 2000 from $5.8 million for the first six months of
fiscal 1999, primarily due to the assets acquired in connection with the 1999
Acquisitions and Ralee.
OPERATING INCOME. Operating income for the Aviation Group increased by
$2.0 million, or 7.2%, to $29.9 million for the first six months of fiscal 2000
from $27.8 million for the first six months of fiscal 1999. This increase was
primarily due to the addition of net sales and profits generated by the 1999
Acquisitions and Ralee. All other operating divisions and subsidiaries in the
Aviation group experienced a 17.0% decline in operating income from the prior
year due to the reasons discussed above. As a percentage of net sales, operating
income for the Aviation Group was 16.8% for the first six months of fiscal 2000
and 17.9% for the first six months of fiscal 1999.
-12-
<PAGE>
Management's Discussion And Analysis of
Financial Condition and Results of Operations
(continued)
METALS GROUP
NET SALES. Net sales for the Metals Group increased by $2.6 million, or
7.6%, to $37.4 million for the first six months of fiscal 2000 from $34.8
million for the first six months of fiscal 1999. This increase was mainly due to
an increase in activity at the Company's structural steel erection operation.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Metals Group
increased by $2.8 million, or 10.3%, to $29.5 million for the first six months
of fiscal 2000 from $26.7 million for the first six months of fiscal 1999. This
increase mainly was due to the increase in activity at the Company's structural
steel erection operation.
GROSS PROFIT. Gross profit for the Metals Group decreased by $0.1
million, or 1.5%, to $7.9 million for the first six months of fiscal 2000 from
$8.0 million for the prior year period, due to the reasons discussed above. As a
percentage of net sales, gross profit for the Metals Group was 21.2% and 23.1%
for the first six months of fiscal 2000 and fiscal 1999, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Metals Group decreased by $0.1 million, or 1.4%,
to $5.4 million from $5.5 million in the first six months of fiscal 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Metals Group increased by $0.1 million, or 14.5%, to $0.6 million for the first
six months of fiscal 2000 from $0.5 million the first six months of fiscal 1999.
OPERATING INCOME. Operating income for the Metals Group decreased by
$0.1 million, or 6.0%, to $1.9 million for the first six months of fiscal 2000
from $2.1 million for the first six months of fiscal 1999, due to the reasons
discussed above. As a percentage of net sales, operating income for the Metals
Group was 5.2% and 5.9% for the first six months of fiscal 2000 and 1999,
respectively.
OVERALL RESULTS
CORPORATE EXPENSES. Corporate expenses decreased by $0.6 million, or
26.9%, to $1.7 million for the first six months of fiscal 2000 from $2.4 million
for the first six months of fiscal 1999.
INTEREST EXPENSE AND OTHER. Interest expense and other increased by
$2.2 million, or 107.4%, to $4.2 million for the first six months of fiscal 2000
from $2.0 million for the first six months of fiscal 1999. This increase was
primarily due to increased debt levels associated with the 1999 Acquisitions and
the acquisition of Ralee, the cash portions of which were financed by borrowings
under the Company's Credit Facility, as well as a slightly higher rate on and
amortization of fees relating to the Company's New Credit Facility.
INCOME TAX EXPENSE. The effective tax rate was 36.5% for the first six
months of fiscal 2000 and 39.0% for the first six months of fiscal 1999. The
first six months of fiscal 2000 effective tax rate is comparable to the third
and fourth quarters of fiscal 1999 effective tax rates of 37.0% in each of those
quarters.
NET INCOME. Net income increased by $0.9 million, or 5.5%, to $16.4
million for the first six months of fiscal 2000 from $15.6 million for the first
six months of fiscal 1999. The increase fiscal 2000 net income was primarily
attributable to the 1999 Acquisitions and Ralee, partially offset by the reduced
earnings of the remaining Aviation Group operating units due to the decline in
shipments for Boeing commercial airplane programs discussed above.
-13-
<PAGE>
Management's Discussion And Analysis of
Financial Condition and Results of Operations
(continued)
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital needs are generally funded through cash
flows from operations and borrowings under its credit arrangements. The Company
generated approximately $11.9 million of cash flows from operating activities
for the six months ended September 30, 1999. The Company used approximately
$23.7 million in investing activities and raised $12.3 million in financing
activities for the six months ended September 30, 1999.
On June 11, 1999, the Company amended and restated its Credit Facility
("New Credit Facility") with its Lenders to increase the Credit Facility to
$250.0 million from $125.0 million, extend the term and amend certain terms and
covenants. The New Credit Facility bears interest at either LIBOR plus between
0.75% and 1.75% or the prime rate (or the Federal Funds rate plus 0.5% if
greater) at the option of the Company and expires on June 13, 2004. The
variation in the interest rate is based upon the Company's ratio of total
indebtedness to earnings before interest, taxes, depreciation and amortization.
In addition, the Company is required to pay a commitment fee of between 0.175%
and 0.375% on the unused portion of the New Credit Facility without penalty. The
Company may allocate up to $5.0 million of the available New Credit Facility for
the issuance of letters of credit. As of September 30, 1999, $153.0 million was
available under the New Credit Facility. On September 30, 1999, an aggregate
amount of approximately $95.6 million was outstanding under the New Credit
Facility, $93.0 million of which was accruing interest at LIBOR plus applicable
basis points totaling 6.4% per annum, and $2.6 million of which was accruing
interest at the prime rate of 8.25% per annum. Amounts repaid under the New
Credit Facility may be reborrowed.
In the first quarter of fiscal 2000, the Company acquired all of the
outstanding stock of Ralee. Ralee, located in City of Industry, California,
manufactures long structural components such as stringers, cords, floor beams
and spars for the aviation industry. The cash purchase price for this
acquisition, net of cash acquired, of approximately $13.0 million was funded by
borrowings under the Company's Credit Facility. Also, in connection with this
acquisition, the Company assumed $8.7 million of capital leases for equipment
with interest rates ranging from 7.1% to 10.2%, maturing between September 2003
and August 2005.
In November 1999 the Company announced the acquisitions of
Construction Brevitees d'Alfortville ("CBA"), KT Aerofab and Lee Aerospace,
Inc. CBA, located near Paris, France, is a manufacturer of mechanical ball
bearing control assemblies for the aerospace, ground transportation and
marine industries. KT Aerofab, located in San Diego, California, is a
developer of high-temperature metal alloy parts. Lee Aerospace, Inc., located
in Wichita, Kansas, is a leading supplier of unheated windshields, flight
deck and cabin windows to the general aviation and corporate jet market. The
combined cash portion of the purchase prices paid at closing for these
companies of approximately $16.1 million was funded by borrowings under the
Company's New Credit Facility.
During the first quarter of fiscal 2000, the Company purchased 117,500
shares of its Common stock for total cash consideration of $2.9 million. During
the second quarter of fiscal 2000, the Company purchased 74,000 shares of its
Common stock for total cash consideration of $1.7 million. The purchases were
funded by borrowings under the Company's New Credit Facility.
Capital expenditures were approximately $7.1 million for the six months
ended September 30, 1999 primarily for manufacturing machinery and equipment for
the Aviation Group. The Company funded these expenditures through borrowings
under its New Credit Facility. The Company expects capital expenditures to be
approximately $21.0 million for its fiscal year ending March 31, 2000. The
expenditures are expected to be used primarily to expand capacity at several
facilities in the Aviation Group.
The Company believes that cash generated by operations and borrowings
under the New Credit Facility will be sufficient to meet anticipated cash
requirements for its current operations. However, the Company has a stated
policy to grow through acquisition and is continuously evaluating various
acquisition opportunities. As a result, the Company currently is pursuing the
potential purchase of a number of candidates. In the event that more than one of
these transactions are successfully consummated, the availability under the New
Credit Facility might be fully utilized and additional funding sources may be
needed. There can be no assurance that such funding sources will be available to
the Company on terms favorable to the Company, if at all.
YEAR 2000 DATE CONVERSION
The Year 2000 issue exists because many software programs, computer
hardware, operating systems and microprocessor based embedded controls in
automated equipment use two-digit date fields to designate a year. As the
century date change occurs, date-sensitive systems may recognize the year 2000
as 1900, or not at all. This inability to recognize or properly treat the year
2000 may cause systems to process financial and operational information
incorrectly or fail to operate.
-14-
<PAGE>
Management's Discussion And Analysis of
Financial Condition and Results of Operations
(continued)
The Company has recognized the need to ensure that its business
operations will not be adversely affected by the upcoming calendar year 2000
date change and is cognizant of the time sensitive nature of the problem. The
Company's operating units have assessed or are in the process of assessing how
each may be impacted by Year 2000 and have formulated and commenced or are
formulating and commencing implementation of a comprehensive plan to address all
known aspects of the Year 2000 problem: information systems, production and
facilities equipment, suppliers and customers. The Company's operating units are
currently making inquiries of customers and suppliers to assess their Year 2000
readiness. The operating units are also in the process of testing information
technology ("IT") systems, as well as non-IT systems, and verifying that
vendor-supplied or outsourced systems will be Year 2000 compliant and will
repair or replace any such systems found to be non-compliant. Currently, the
Company estimates that, on a consolidated basis, it has substantially completed
its assessment of how it may be impacted, the development of plans to address
the testing and remediation of its systems and its testing and remediation
activities.
The Company has not separately tracked its Year 2000 costs as a
project, but rather has incurred the costs in conjunction with normal sustaining
activities. The discretely identifiable costs incurred through September 30,
1999 of completing the Company's Year 2000 assessment and of modifying its
computer software and hardware, as well as its production and facilities
equipment, to be Year 2000 compliant were approximately $0.9 million. The
estimated costs yet to be incurred are approximately $0.2 million. The current
assessment does not include costs related to software and hardware replaced in
the normal course of business other than replacements accelerated due to the
Year 2000 issue.
The variety and complexity of the Year 2000 issues identified and the
proposed solutions, the Company's dependence on the technical skills of
employees and independent contractors, and especially the representations and
readiness of third parties are among the factors that could cause the Company's
efforts to be less than fully effective. In addition, Year 2000 issues present a
number of risks that are beyond the Company's reasonable control, such as
continued service from outside parties such as utility companies, financial
institutions, and transportation and delivery companies (such as Federal Express
and United Parcel Service). Also, certain significant customers are material to
the Company and a Year 2000 failure by one or more of these parties could result
in a material adverse effect on the Company's operating results and financial
position. The most likely worst case scenario would be the failure of particular
computer systems or machines with embedded chips that would require manual
processes in order to continue production and invoicing activities. The Company
believes that it could obtain materials at reasonably competitive prices from
alternate suppliers given a failure at a current vendor.
While the Company does not currently foresee any material problems,
there can be no assurance that the Company and its material suppliers and
customers will be Year 2000 compliant by January 1, 2000 and that any such
non-compliance will not have a material adverse effect on the Company.
The Company is in the process of developing contingency plans in the
event that any unresolved issues are identified.
The foregoing Year 2000 discussion includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
relating to the Company's efforts and management's expectations relating to Year
2000 readiness. The Company's Year 2000 project is dependent on certain future
events including the availability and cost of personnel trained to perform Year
2000 modifications, the ability of the Company to locate and correct all
non-compliant computer codes and embedded controls, the ability of material
customers, suppliers and trading partners to successfully complete their own
Year 2000 remediation projects, the accuracy of information received from third
parties concerning the Year 2000 compliance of their information systems or
automated equipment or concerning their Year 2000 business risk assessment, and
similar uncertainties.
-15-
<PAGE>
Management's Discussion And Analysis of
Financial Condition and Results of Operations
(continued)
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 relating to the Company's
future operations and prospects, including statements that are based on current
projections and expectations about the markets in which the Company operates,
and management's beliefs concerning future performance and capital requirements
based upon current available information. Such statements are based on
management's beliefs as well as assumptions made by and information currently
available to management. When used in this document, words like "may", "might",
"will", "expect", "anticipate", "believe", "potential", and similar expressions
are intended to identify forward looking statements. Actual results could differ
materially from management's current expectations and there can be no assurance
that additional capital will not be required or that additional capital, if
required, will be available on reasonable terms, if at all, at such times and in
such amounts as may be needed by the Company. In addition to these factors,
among other factors that could cause actual results to differ materially are
uncertainties relating to the integration of acquired businesses, general
economic conditions affecting the Company's two business segments, dependence of
certain of the Company's businesses on certain key customers as well as
competitive factors relating to the aviation and metals industries. For a more
detailed discussion of these and other factors affecting the Company, see the
risk factors described in the Company's Annual Report on Form 10-K, for the year
ended March 31, 1999, filed with the SEC in June 1999.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For information regarding the Company's exposure to certain market
risks, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk
in the Company's Annual Report on Form 10-K for the year ended March 31, 1999.
There has been no material change in this information.
-16-
<PAGE>
TRIUMPH GROUP, INC.
Part II. Other Information
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on July 28, 1999.
At such meeting, the following matters were voted upon by the stockholders,
receiving the number of affirmative, negative and withheld votes, as well as
abstentions and broker non-votes, set forth below for each matter.
1. Election of seven persons to the Company's Board of Directors to serve
until the 2000 Annual Meeting of Stockholders and until their successors
are elected and qualified.
RICHARD C. ILL:
7,389,078 Affirmative
372,687 Negative
JOHN R. BARTHOLDSON:
7,389,083 Affirmative
372,682 Negative
RICHARD C. GOZON:
7,389,090 Affirmative
372,675 Negative
CLAUDE F. KRONK:
7,288,741 Affirmative
473,024 Negative
JOSEPH M. SILVESTRI:
7,389,090 Affirmative
372,675 Negative
MICHAEL A. DELANEY:
7,388,900 Affirmative
372,865 Negative
WILLIAM O. ALBERTINI:
7,389,000 Affirmative
372,765 Negative
-17-
<PAGE>
2. Approval of an amendment to the Company's 1996 Stock Option Plan to
increase to 1,268,750 the number of shares issuable upon exercise of
options granted under the plan, an increase of 750,000.
9,058,866 Affirmative
794,843 Negative
6,133 Withheld
3. Ratification of the selection of Ernst & Young LLP as independent public
accountants for the Company for the fiscal year ending March 31, 2000.
11,028,711 Affirmative
76,745 Negative
4,844 Withheld
Item 5. Other Information
Not applicable
Item 6. Exhibits & Reports on Form 8-K
A. Exhibits
(10.25) Employment Agreement with Richard C. Ill dated July 1, 1999.
(10.26) Employment Agreement with John R. Bartholdson dated
July 1, 1999.
(10.27) Employment Agreement with Richard M. Eisenstaedt dated
July 1, 1999.
(10.28) Employment Agreement with Craig N. Kitchen dated
July 1, 1999.
(27) Financial Data Schedule
B. Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three
months ended September 30, 1999.
-18-
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Triumph Group, Inc.
------------------------------------------------
(Registrant)
/s/ Richard C. Ill
------------------------------------------------
Richard C. Ill, President & CEO
/s/ John R. Bartholdson
------------------------------------------------
John R. Bartholdson, Senior Vice President & CFO
(Principal Financial Officer)
/s/ Kevin E. Kindig
------------------------------------------------
Kevin E. Kindig, Vice President & Controller
(Principal Accounting Officer)
Dated: November 12, 1999
-19-
<PAGE>
EXHIBIT 10.25
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated this 1st day of July, 1999 by and between
TRIUMPH GROUP, INC., a Delaware corporation (the "Company"), and Richard C.
Ill ("Executive").
WITNESSETH:
WHEREAS, Executive has served as President of the Company since its
formation in 1993; and
WHEREAS, the Company wishes to assure itself of Executive's
continued employment by the Company during the period set forth herein; and
WHEREAS, Executive is willing to continue to serve the Company
during such period upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Company and Executive hereby agree as
follows:
1. TERMS OF EMPLOYMENT. The Company hereby agrees to employ
Executive, and Executive agrees to be employed by the Company, for a term
commencing on July 1, 1999 (the "Effective Date") and ending on September 30,
2002 (such term being hereinafter referred to as the "Period of Employment"),
subject to earlier termination as provided in Section 6 hereof.
1
<PAGE>
2. DUTIES AND RESPONSIBILITIES. During the Period of Employment,
Executive shall serve as President and Chief Executive Officer of the Company
and devote substantially all of his time and effort during normal business
hours (reasonable sick leave and vacations excepted) to the business and
affairs of the Company. The Executive shall report to the Board of Directors
of the Company, and shall have such duties, responsibilities and authority as
are delegated to him by the Board of Directors. The Executive's primary place
of employment during the Period of Employment shall be Wayne, Pennsylvania,
unless changed with the Executive's consent.
3. SALARY. During the Period of Employment, the Company shall pay
the Executive, in periodic installments on the same basis as other senior
salaried executives of the Company, a base salary of $375,000 per annum (the
"Base Salary"), subject to such increases during the Period of Employment as
shall be approved by the Board of Directors of the Company (which increases,
when so approved, to thereafter constitute Executive's Base Salary for
purposes of this Agreement).
4. INCENTIVE COMPENSATION. In addition to the Base Salary provided
in Section 3 hereof, the Company shall pay to Executive, at such times as
such payments are made to other senior salaried executives of the Company and
its subsidiaries (hereinafter referred to as the "Group"), such incentive
payments as shall be approved from time to time by the Board of Directors of
the Company or shall be due Executive pursuant to the terms of incentive
compensation plans approved by the Board of Directors of the Company, subject
to such deferral
2
<PAGE>
arrangements as are provided in the Group's Supplemental Executive Retirement
Plan effective April 1, 1994 (the "Supplemental Retirement Plan") or
otherwise approved by the Board of Directors. The Executive's objectives
under such plans shall be set forth in writing annually by the Board of
Directors or a duly authorized committee thereof.
5. ADDITIONAL BENEFITS AND PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. During the Period of Employment,
Executive shall be entitled to participate on substantially the same basis as
other senior salaried executives of the Group in all employee benefit plans
maintained in effect by the Group from time to time during the Period of
Employment (all such plans hereinafter referred to as "Employee Benefit
Plans").
(b) PERQUISITES. During the Period of Employment, Executive
shall be entitled to such perquisites and fringe benefits as are generally
made available to the senior salaried executives of the Group.
(c) LIFE AND DISABILITY INSURANCE. During the Period of
Employment, Executive shall be entitled to participate in the group life and
disability insurance plan made available to the senior salaried executives of
the Group.
(d) VACATION. During the Period of Employment the Executive
shall be entitled to five (5) weeks of vacation during each calendar year.
3
<PAGE>
6. EARLY TERMINATION.
(a) DISABILITY. The Company shall have the right to terminate
Executive's employment during the Period of Employment upon not less than
thirty (30) days prior written notice to Executive or his personal
representative if, because of mental or physical disability, Executive shall
have been incapable, with reasonable accommodation, of satisfactorily
performing his duties under Section 2 hereof for a continuous period of one
hundred twenty (120) days or for a total period of two hundred ten (210) days
in any three hundred sixty (360) day-period prior to the date of such notice.
(b) DEATH. In the event of Executive's death during the
Period of Employment, this Agreement shall automatically terminate as of the
date of such death.
(c) FOR CAUSE. Notwithstanding any other provisions of this
Agreement, the Company may terminate Executive's employment at any time
during the Period of Employment for Cause, as herein defined, upon written
notice to the Executive. As used herein, "Cause" shall mean the doing of any
wilful act which is, in the judgment of the Board of Directors, materially
adverse to the best interests of the Company or which constitutes common law
fraud or a felony.
(d) WITHOUT CAUSE. The Company may terminate Executive's
employment at any time during the Period of Employment without Cause, as
defined in subparagraph (c) above, upon written notice to the Executive. The
decision to terminate
4
<PAGE>
Executive without Cause can be taken only at a duly called meeting of the
Board of Directors of the Company at which Executive is present and afforded
a full opportunity to be heard.
(e) GOOD REASON. Following a Control Transaction, as herein
defined, Executive may terminate this Agreement for Good Reason, as herein
defined. A "Control Transaction" shall be: (i) a reorganization, merger or
consolidation of the Company unless (A) the Company or a parent or subsidiary
of the Company is the surviving or resulting corporation or (B) the
shareholders of the Company immediately before such transaction own a
majority of the outstanding voting stock (after giving effect to the
conversion of all shares of Class D Common Stock of the Company) in the
surviving or resulting corporation or a parent thereof following the
transaction; (ii) the sale by the Company of all or substantially all of its
assets to a purchaser which is not a member of the Group immediately before
such sale; or (iii) any transaction or series of transactions which results
in the acquisition of a majority of the outstanding voting shares (after
giving effect to the conversion of all of the outstanding Class D Common
Stock of the Company) of the Company by a purchaser or purchasers (A) who are
not currently shareholders of the Company and who acquired such voting shares
in a transaction or transactions not involving an offering registered under
the Securities Act of 1933, as amended; (B) which was not a subsidiary of the
Company immediately before such acquisition; or (C) a majority of whose
outstanding voting shares, immediately following the acquisition, are owned
by persons who were not shareholders of the Company immediately before the
acquisition.
5
<PAGE>
"Good Reason," as use herein, shall mean (i) a determination by Executive in
good faith that due to acts of the Company occurring after the Control
Transaction he is unable effectively to carry out his duties and
responsibilities as of the time of the Control Transaction; (ii) a material
reduction in the duties and responsibilities assigned to Executive pursuant
to Section 2 hereof following the Control Transaction; (iii) the transfer
following the Control Transaction of Executive's principal place of business
to a location more than fifty (50) miles from the location as of the time of
the Control Transaction; or (iv) the failure or refusal of the Successor, as
defined in Section 9 hereof, to assume all duties and obligations of the
Company under this Agreement, as contemplated by Section 9.
7. EFFECTS OF EARLY TERMINATION.
(a) In the event of the Company's termination of Executive's
employment during the Period of Employment as a result of his disability,
Executive shall be entitled to receive his Base Salary for the month in which
such termination becomes effective and for a period of six (6) months
thereafter, without prejudice to any other payments or disability benefits
due Executive under any Employee Benefit Plan as a result of Executive's
disability.
(b) In the event of Executive's death, Executive's legal
representative shall be entitled to receive Executive's Base Salary through
the end of the sixth month following the month in which Executive's death
occurred, without prejudice to any other payments or benefits due under any
Employee Benefit Plan as a result of Executive's death.
6
<PAGE>
(c) In the event of the Company's termination of Executive's
employment during the Period of Employment for Cause, as defined in Section
6(c), the Company shall have no obligation to pay Executive any compensation
or benefits other than (i) his then current Base Salary to the date of
termination and (ii) payments or benefits due under any Employee Benefits
Plans upon or following such termination.
(d) In the event the Company terminates Executive's
employment during the Period of Employment without Cause or Executive
terminates his employment during such period for Good Reason, as defined in
Section 6(d), the Company shall pay Executive the following amounts:
(i) Executive's Base Salary for the balance of the month
in which such termination occurs, plus credit for any vacation
earned but not taken prior to the date of termination;
(ii) as severance payments, commencing on the last day of
the month in which the termination occurs and on the last day of
each month thereafter, an amount equal to one-twelfth of the
Executive's then current Base Salary for a period of twenty-four
(24) months.
(iii) any payments due under any Employee Benefits Plans
upon or following such termination.
(e) Under no circumstances shall Executive, upon termination
of his employment hereunder, be entitled to receive any incentive
compensation payments with respect
7
<PAGE>
to the fiscal year in which an early termination occurs. Nothing herein,
however, shall affect Executive's right to receive any previously earned but
unpaid deferred compensation payments to which Executive may be entitled
under the Supplemental Executive Retirement Plan.
(f) Except as provided in Section 7(e), during the period
Executive continues to receive payment of his Base Salary following the
termination of the Executive's employment, Executive, his dependents,
beneficiaries and estate shall continue to be entitled to all benefits under
all Employee Benefit Plans as if Executive were still employed during such
period under this Agreement. Executive, to the extent that he has at the time
of termination sufficient service credits or has otherwise satisfied
applicable eligibility requirements under the terms of the Employee Benefit
Plans shall be deemed to have retired from the Company as of such time, and
shall be eligible for any and all benefits and rights provided to retirees at
a comparable executive level from the Company or the Group under all Employee
Benefits Plans.
(g) The severance compensation and benefits provided in this
Section 7 shall constitute Executive's sole and exclusive right to severance
payments and benefits upon termination of Executive's employment and no other
severance compensation of any kind, nature and amount shall be payable to
Executive in connection with any termination during the Period of Employment.
(h) Executive's right to receive any of the severance
compensation and benefits provided herein shall be subject to his faithful
observance and performance during the
8
<PAGE>
Period of Employment and thereafter of the agreements set forth in his
Executive Stock Agreement dated July 22, 1993 with the Company.
8. TERMINATION NOTICE. Any termination by the Company or by
Executive hereunder shall be communicated by written Notice of Termination to
the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail all facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
Any such notice shall be by registered or certified mail and mailed to
Executive at the last address he has filed in writing with the Company, or,
in the case of the Company, to the Secretary at Four Glenhardie Corporate
Center, 1255 Drummers Lane, Suite 200, Wayne, PA 19087-1565 or such other
address to which the Company's principal executive offices are removed during
the Period of Employment.
9. SUCCESSORS/BINDING AGREEMENT. The Company shall require any
successor or surviving entity in any Control Transaction ("Successor"), by
agreement in form and substance satisfactory to Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession
had taken place. Regardless of whether such agreement is executed, this
Agreement shall be binding upon any Successor in accordance with the
operation of law and such Successor shall be deemed the "Company" for
purposes of this Agreement. This
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Agreement shall inure to the benefit of and be enforceable by Executive and
his personal or legal representative, executors, administrators, successors,
heirs, distributees, devisees and legatees.
10. SEVERABILITY. In the event any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall remain in full force and
effect to the fullest extent permitted by law.
11. AMENDMENT/WAIVER. This Agreement may not be amended, modified,
waived or canceled except by a writing signed by each party hereto. No waiver
by either party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent
time.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties relative to the employment of the Executive by
the Company during the Period of Employment. Any previous agreement among the
parties not mentioned in this Agreement is superseded by this Agreement.
13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
TRIUMPH GROUP, INC.
By /s/ John R. Bartholdson
------------------------------
Title: Sr. Vice President and CFO
----------------------------
Executive: /s/ Richard C. Ill
-------------------------
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EXHIBIT 10.26
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated this 1st day of July, 1999 by and between
TRIUMPH GROUP, INC., a Delaware corporation (the "Company"), and John R.
Bartholdson ("Executive").
WITNESSETH:
WHEREAS, Executive has served as Senior Vice-President and Chief
Financial Officer of the Company since its formation in 1993; and
WHEREAS, the Company wishes to assure itself of Executive's
continued employment by the Company during the period set forth herein; and
WHEREAS, Executive is willing to continue to serve the Company
during such period upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Company and Executive hereby agree as
follows:
1. TERMS OF EMPLOYMENT. The Company hereby agrees to employ
Executive, and Executive agrees to be employed by the Company, for a term
commencing on July 1, 1999 (the "Effective Date") and ending on September 30,
2002 (such term being
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hereinafter referred to as the "Period of Employment"), subject to earlier
termination as provided in Section 6 hereof.
2. DUTIES AND RESPONSIBILITIES. During the Period of Employment,
Executive shall serve as Senior Vice-President and Chief Financial Officer of
the Company and devote substantially all of his time and effort during normal
business hours (reasonable sick leave and vacations excepted) to the business
and affairs of the Company. The Executive shall report to the President and
Chief Executive Officer and the Board of Directors of the Company, and shall
have such duties, responsibilities and authority as are delegated to him by
the President and Chief Executive Officer and the Board of Directors. The
Executive's primary place of employment during the Period of Employment shall
be Wayne, Pennsylvania, unless changed with the Executive's consent.
3. SALARY. During the Period of Employment, the Company shall pay
the Executive, in periodic installments on the same basis as other senior
salaried executives of the Company, a base salary of $315,000 per annum (the
"Base Salary"), subject to such increases during the Period of Employment as
shall be approved by the Board of Directors of the Company (which increases,
when so approved, to thereafter constitute Executive's Base Salary for
purposes of this Agreement).
4. INCENTIVE COMPENSATION. In addition to the Base Salary provided
in Section 3 hereof, the Company shall pay to Executive, at such times as
such payments are made to other senior salaried executives of the Company and
its subsidiaries (hereinafter referred to as
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the "Group"), such incentive payments as shall be approved from time to time
by the Board of Directors of the Company or shall be due Executive pursuant
to the terms of incentive compensation plans approved by the Board of
Directors of the Company, subject to such deferral arrangements as are
provided in the Group's Supplemental Executive Retirement Plan effective
April 1, 1994 (the "Supplemental Retirement Plan") or otherwise approved by
the Board of Directors. The Executive's objectives under such plans shall be
set forth in writing annually by the Board of Directors or a duly authorized
committee thereof.
5. ADDITIONAL BENEFITS AND PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. During the Period of Employment,
Executive shall be entitled to participate on substantially the same basis as
other senior salaried executives of the Group in all employee benefit plans
maintained in effect by the Group from time to time during the Period of
Employment (all such plans hereinafter referred to as "Employee Benefit
Plans").
(b) PERQUISITES. During the Period of Employment, Executive
shall be entitled to such perquisites and fringe benefits as are generally
made available to the senior salaried executives of the Group.
(c) LIFE AND DISABILITY INSURANCE. During the Period of
Employment, Executive shall be entitled to participate in the group life and
disability insurance plan made available to the senior salaried executives of
the Group.
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(d) VACATION. During the Period of Employment the Executive
shall be entitled to five (5) weeks of vacation during each calendar year.
6. EARLY TERMINATION.
(a) DISABILITY. The Company shall have the right to terminate
Executive's employment during the Period of Employment upon not less than
thirty (30) days prior written notice to Executive or his personal
representative if, because of mental or physical disability, Executive shall
have been incapable, with reasonable accommodation, of satisfactorily
performing his duties under Section 2 hereof for a continuous period of one
hundred twenty (120) days or for a total period of two hundred ten (210) days
in any three hundred sixty (360) day-period prior to the date of such notice.
(b) DEATH. In the event of Executive's death during the
Period of Employment, this Agreement shall automatically terminate as of the
date of such death.
(c) FOR CAUSE. Notwithstanding any other provisions of this
Agreement, the Company may terminate Executive's employment at any time
during the Period of Employment for Cause, as herein defined, upon written
notice to the Executive. As used herein, "Cause" shall mean the doing of any
wilful act which is, in the judgment of the Board of Directors, materially
adverse to the best interests of the Company or which constitutes common law
fraud or a felony.
(d) WITHOUT CAUSE. The Company may terminate Executive's
employment at any time during the Period of Employment without Cause, as
defined in
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subparagraph (c) above, upon written notice to the Executive. The decision to
terminate Executive without Cause can be taken only at a duly called meeting
of the Board of Directors of the Company at which Executive is present and
afforded a full opportunity to be heard.
(e) GOOD REASON. Following a Control Transaction, as herein
defined, Executive may terminate this Agreement for Good Reason, as herein
defined. A "Control Transaction" shall be: (i) a reorganization, merger or
consolidation of the Company unless (A) the Company or a parent or subsidiary
of the Company is the surviving or resulting corporation or (B) the
shareholders of the Company immediately before such transaction own a
majority of the outstanding voting stock (after giving effect to the
conversion of all shares of Class D Common Stock of the Company) in the
surviving or resulting corporation or a parent thereof following the
transaction; (ii) the sale by the Company of all or substantially all of its
assets to a purchaser which is not a member of the Group immediately before
such sale; or (iii) any transaction or series of transactions which results
in the acquisition of a majority of the outstanding voting shares (after
giving effect to the conversion of all of the outstanding Class D Common
Stock of the Company) of the Company by a purchaser or purchasers (A) who are
not currently shareholders of the Company and who acquired such voting shares
in a transaction or transactions not involving an offering registered under
the Securities Act of 1933, as amended; (B) which was not a subsidiary of the
Company immediately before such acquisition; or (C) a majority of whose
outstanding voting shares, immediately following the acquisition, are owned
5
<PAGE>
by persons who were not shareholders of the Company immediately before the
acquisition. "Good Reason," as use herein, shall mean (i) a determination by
Executive in good faith that due to acts of the Company occurring after the
Control Transaction he is unable effectively to carry out his duties and
responsibilities as of the time of the Control Transaction; (ii) a material
reduction in the duties and responsibilities assigned to Executive pursuant
to Section 2 hereof following the Control Transaction; (iii) the transfer
following the Control Transaction of Executive's principal place of business
to a location more than fifty (50) miles from the location as of the time of
the Control Transaction; or (iv) the failure or refusal of the Successor, as
defined in Section 9 hereof, to assume all duties and obligations of the
Company under this Agreement, as contemplated by Section 9.
7. EFFECTS OF EARLY TERMINATION.
(a) In the event of the Company's termination of Executive's
employment during the Period of Employment as a result of his disability,
Executive shall be entitled to receive his Base Salary for the month in which
such termination becomes effective and for a period of six (6) months
thereafter, without prejudice to any other payments or disability benefits
due Executive under any Employee Benefit Plan as a result of Executive's
disability.
(b) In the event of Executive's death, Executive's legal
representative shall be entitled to receive Executive's Base Salary through
the end of the sixth month following
6
<PAGE>
the month in which Executive's death occurred, without prejudice to any other
payments or benefits due under any Employee Benefit Plan as a result of
Executive's death.
(c) In the event of the Company's termination of Executive's
employment during the Period of Employment for Cause, as defined in Section
6(c), the Company shall have no obligation to pay Executive any compensation
or benefits other than (i) his then current Base Salary to the date of
termination and (ii) payments or benefits due under any Employee Benefits
Plans upon or following such termination.
(d) In the event the Company terminates Executive's employment
during the Period of Employment without Cause or Executive terminates his
employment during such period for Good Reason, as defined in Section 6(d),
the Company shall pay Executive the following amounts:
(i) Executive's Base Salary for the balance of the month
in which such termination occurs, plus credit for any vacation earned
but not taken prior to the date of termination;
(ii) as severance payments, commencing on the last day of
the month in which the termination occurs and on the last day of each
month thereafter, an amount equal to one-twelfth of the Executive's then
current Base Salary for a period of twenty-four (24) months.
(iii) any payments due under any Employee Benefits Plans
upon or following such termination.
7
<PAGE>
(e) Under no circumstances shall Executive, upon termination
of his employment hereunder, be entitled to receive any incentive
compensation payments with respect to the fiscal year in which an early
termination occurs. Nothing herein, however, shall affect Executive's right
to receive any previously earned but unpaid deferred compensation payments to
which Executive may be entitled under the Supplemental Executive Retirement
Plan.
(f) Except as provided in Section 7(e), during the period
Executive continues to receive payment of his Base Salary following the
termination of the Executive's employment, Executive, his dependents,
beneficiaries and estate shall continue to be entitled to all benefits under
all Employee Benefit Plans as if Executive were still employed during such
period under this Agreement. Executive, to the extent that he has at the time
of termination sufficient service credits or has otherwise satisfied
applicable eligibility requirements under the terms of the Employee Benefit
Plans shall be deemed to have retired from the Company as of such time, and
shall be eligible for any and all benefits and rights provided to retirees at
a comparable executive level from the Company or the Group under all Employee
Benefits Plans.
(g) The severance compensation and benefits provided in this
Section 7 shall constitute Executive's sole and exclusive right to severance
payments and benefits upon termination of Executive's employment and no other
severance compensation of any kind, nature and amount shall be payable to
Executive in connection with any termination during the Period of Employment.
8
<PAGE>
(h) Executive's right to receive any of the severance
compensation and benefits provided herein shall be subject to his faithful
observance and performance during the Period of Employment and thereafter of
the agreements set forth in his Executive Stock Agreement dated July 22, 1993
with the Company.
8. TERMINATION NOTICE. Any termination by the Company or by
Executive hereunder shall be communicated by written Notice of Termination to
the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail all facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
Any such notice shall be by registered or certified mail and mailed to
Executive at the last address he has filed in writing with the Company, or,
in the case of the Company, to the Secretary at Four Glenhardie Corporate
Center, 1255 Drummers Lane, Suite 200, Wayne, PA 19087-1565 or such other
address to which the Company's principal executive offices are removed during
the Period of Employment.
9. SUCCESSORS/BINDING AGREEMENT. The Company shall require any
successor or surviving entity in any Control Transaction ("Successor"), by
agreement in form and substance satisfactory to Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession
had taken place. Regardless of whether such agreement is executed, this
Agreement shall be binding upon any Successor in accordance with the
operation of law and
9
<PAGE>
such Successor shall be deemed the "Company" for purposes of this Agreement.
This Agreement shall inure to the benefit of and be enforceable by Executive
and his personal or legal representative, executors, administrators,
successors, heirs, distributees, devisees and legatees.
10. SEVERABILITY. In the event any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall remain in full force and
effect to the fullest extent permitted by law.
11. AMENDMENT/WAIVER. This Agreement may not be amended, modified,
waived or cancelled except by a writing signed by each party hereto. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent
time.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties relative to the employment of the Executive by
the Company during the Period of Employment. Any previous agreement among the
parties not mentioned in this Agreement is superseded by this Agreement.
13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
TRIUMPH GROUP, INC.
By: /s/ Richard C. III
---------------------------------
Title: PRESIDENT
------------------------------
Executive: /s/ John R. Bartholdson
--------------------------
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EXHIBIT 10.27
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated this 1st day of July, 1999 by and
between TRIUMPH GROUP, INC., a Delaware corporation (the "Company"), and
Richard M. Eisenstaedt("Executive").
WITNESSETH:
WHEREAS, Executive has served as Vice President and General Counsel of
the Company since 1996; and
WHEREAS, the Company wishes to assure itself of Executive's continued
employment by the Company during the period set forth herein; and
WHEREAS, Executive is willing to continue to serve the Company during
such period upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Company and Executive hereby agree as
follows:
1. TERMS OF EMPLOYMENT. The Company hereby agrees to employ Executive,
and Executive agrees to be employed by the Company, for a term commencing on
July 1, 1999 (the "Effective Date") and ending on June 30, 2002 (such term
being hereinafter referred to as the "Period of Employment"), subject to
earlier termination as provided in Section 6 hereof.
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<PAGE>
2. DUTIES AND RESPONSIBILITIES. During the Period of Employment,
Executive shall serve as Vice President and General Counsel of the Company
and devote substantially all of his time and effort during normal business
hours (reasonable sick leave and vacations excepted) to the business and
affairs of the Company. The Executive shall report to the President and Chief
Executive Officer and the Board of Directors of the Company, and shall have
such duties, responsibilities and authority as are delegated to him by the
Board of Directors. The Executive's primary place of employment during the
Period of Employment shall be Wayne, Pennsylvania, unless changed with the
Executive's consent.
3. SALARY. During the Period of Employment, the Company shall pay the
Executive, in periodic installments on the same basis as other senior
salaried executives of the Company, a base salary of $182,500 per annum (the
"Base Salary"), subject to such increases during the Period of Employment as
shall be approved by the Board of Directors of the Company (which increases,
when so approved, to thereafter constitute Executive's Base Salary for
purposes of this Agreement).
4. INCENTIVE COMPENSATION. In addition to the Base Salary provided in
Section 3 hereof, the Company shall pay to Executive, at such times as such
payments are made to other senior salaried executives of the Company and its
subsidiaries (hereinafter referred to as the "Group"), such incentive
payments as shall be approved from time to time by the Board of Directors of
the Company or shall be due Executive pursuant to the terms of incentive
compensation plans approved by the Board of Directors of the Company, subject
to such deferral
2
<PAGE>
arrangements as are provided in the Group's Supplemental Executive Retirement
Plan effective April 1, 1994 (the "Supplemental Retirement Plan") or
otherwise approved by the Board of Directors. The Executive's objectives
under such plans shall be set forth in writing annually by the Board of
Directors or a duly authorized committee thereof.
5. ADDITIONAL BENEFITS AND PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. During the Period of Employment,
Executive shall be entitled to participate on substantially the same basis as
other senior salaried executives of the Group in all employee benefit plans
maintained in effect by the Group from time to time during the Period of
Employment (all such plans hereinafter referred to as "Employee Benefit
Plans").
(b) PERQUISITES. During the Period of Employment, Executive shall
be entitled to such perquisites and fringe benefits as are generally made
available to the senior salaried executives of the Group.
(c) LIFE AND DISABILITY INSURANCE. During the Period of Employment,
Executive shall be entitled to participate in the group life and disability
insurance plan made available to the senior salaried executives of the Group.
(d) VACATION. During the Period of Employment the Executive shall
be entitled to four (4) weeks of vacation during each calendar year.
6. EARLY TERMINATION.
3
<PAGE>
(a) DISABILITY. The Company shall have the right to terminate
Executive's employment during the Period of Employment upon not less than
thirty (30) days prior written notice to Executive or his personal
representative if, because of mental or physical disability, Executive shall
have been incapable, with reasonable accommodation, of satisfactorily
performing his duties under Section 2 hereof for a continuous period of one
hundred twenty (120) days or for a total period of two hundred ten (210) days
in any three hundred sixty (360) day- period prior to the date of such notice.
(b) DEATH. In the event of Executive's death during the Period of
Employment, this Agreement shall automatically terminate as of the date of
such death.
(c) FOR CAUSE. Notwithstanding any other provisions of this
Agreement, the Company may terminate Executive's employment at any time
during the Period of Employment for Cause, as herein defined, upon written
notice to the Executive. As used herein, "Cause" shall mean the doing of any
wilful act which is, in the judgment of the Board of Directors, materially
adverse to the best interests of the Company or which constitutes common law
fraud or a felony.
(d) WITHOUT CAUSE. The Company may terminate Executive's employment
at any time during the Period of Employment without Cause, as defined in
subparagraph (c) above, upon written notice to the Executive. The decision
to terminate Executive without Cause can be taken only at a duly called
meeting of the Board of Directors of the Company at which Executive is
present and afforded a full opportunity to be heard.
4
<PAGE>
(e) GOOD REASON. Following a Control Transaction, as herein
defined, Executive may terminate this Agreement for Good Reason, as herein
defined. A "Control Transaction" shall be: (i) a reorganization, merger or
consolidation of the Company unless (A) the Company or a parent or subsidiary
of the Company is the surviving or resulting corporation or (B) the
shareholders of the Company immediately before such transaction own a
majority of the outstanding voting stock (after giving effect to the
conversion of all shares of Class D Common Stock of the Company) in the
surviving or resulting corporation or a parent thereof following the
transaction; (ii) the sale by the Company of all or substantially all of its
assets to a purchaser which is not a member of the Group immediately before
such sale; or (iii) any transaction or series of transactions which results
in the acquisition of a majority of the outstanding voting shares (after
giving effect to the conversion of all of the outstanding Class D Common
Stock of the Company) of the Company by a purchaser or purchasers (A) who are
not currently shareholders of the Company and who acquired such voting shares
in a transaction or transactions not involving an offering registered under
the Securities Act of 1933, as amended; (B) which was not a subsidiary of the
Company immediately before such acquisition; or (C) a majority of whose
outstanding voting shares, immediately following the acquisition, are owned
by persons who were not shareholders of the Company immediately before the
acquisition. "Good Reason," as use herein, shall mean (i) a determination by
Executive in good faith that due to acts of the Company occurring after the
Control Transaction he is unable effectively to carry
5
<PAGE>
out his duties and responsibilities as of the time of the Control
Transaction; (ii) a material reduction in the duties and responsibilities
assigned to Executive pursuant to Section 2 hereof following the Control
Transaction; (iii) the transfer following the Control Transaction of
Executive's principal place of business to a location more than fifty (50)
miles from the location as of the time of the Control Transaction; or (iv)
the failure or refusal of the Successor, as defined in Section 9 hereof, to
assume all duties and obligations of the Company under this Agreement, as
contemplated by Section 9.
7. EFFECTS OF EARLY TERMINATION.
(a) In the event of the Company's termination of Executive's
employment during the Period of Employment as a result of his disability,
Executive shall be entitled to receive his Base Salary for the month in which
such termination becomes effective and for a period of six (6) months
thereafter, without prejudice to any other payments or disability benefits
due Executive under any Employee Benefit Plan as a result of Executive's
disability.
(b) In the event of Executive's death, Executive's legal
representative shall be entitled to receive Executive's Base Salary through
the end of the sixth month following the month in which Executive's death
occurred, without prejudice to any other payments or benefits due under any
Employee Benefit Plan as a result of Executive's death.
(c) In the event of the Company's termination of Executive's
employment during the Period of Employment for Cause, as defined in Section
6(c), the
6
<PAGE>
Company shall have no obligation to pay Executive any compensation or
benefits other than (i) his then current Base Salary to the date of
termination and (ii) payments or benefits due under any Employee Benefits
Plans upon or following such termination.
(d) In the event the Company terminates Executive's employment
during the Period of Employment without Cause or Executive terminates his
employment during such period for Good Reason, as defined in Section 6(d),
the Company shall pay Executive the following amounts:
(i) Executive's Base Salary for the balance of the month in
which such termination occurs, plus credit for any vacation earned but not
taken prior to the date of termination;
(ii) as severance payments, commencing on the last day of the
month in which the termination occurs and on the last day of each month
thereafter, an amount equal to one-twelfth of the Executive's then
current Base Salary for a period of twenty-four (24) months.
(iii) any payments due under any Employee Benefits Plans upon
or following such termination.
(e) Under no circumstances shall Executive, upon termination of his
employment hereunder, be entitled to receive any incentive compensation
payments with respect to the fiscal year in which an early termination
occurs. Nothing herein, however, shall affect
7
<PAGE>
Executive's right to receive any previously earned but unpaid deferred
compensation payments to which Executive may be entitled under the
Supplemental Executive Retirement Plan.
(f) Except as provided in Section 7(e), during the period Executive
continues to receive payment of his Base Salary following the termination of
the Executive's employment, Executive, his dependents, beneficiaries and
estate shall continue to be entitled to all benefits under all Employee
Benefit Plans as if Executive were still employed during such period under
this Agreement. Executive, to the extent that he has at the time of
termination sufficient service credits or has otherwise satisfied applicable
eligibility requirements under the terms of the Employee Benefit Plans shall
be deemed to have retired from the Company as of such time, and shall be
eligible for any and all benefits and rights provided to retirees at a
comparable executive level from the Company or the Group under all Employee
Benefits Plans.
(g) The severance compensation and benefits provided in this
Section 7 shall constitute Executive's sole and exclusive right to severance
payments and benefits upon termination of Executive's employment and no other
severance compensation of any kind, nature and amount shall be payable to
Executive in connection with any termination during the Period of Employment.
8. TERMINATION NOTICE. Any termination by the Company or by Executive
hereunder shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in
8
<PAGE>
reasonable detail all facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
Any such notice shall be by registered or certified mail and mailed to
Executive at the last address he has filed in writing with the Company, or,
in the case of the Company, to the Secretary at Four Glenhardie Corporate
Center, 1255 Drummers Lane, Suite 200, Wayne, PA 19087-1565 or such other
address to which the Company's principal executive offices are removed during
the Period of Employment.
9. SUCCESSORS/BINDING AGREEMENT. The Company shall require any
successor or surviving entity in any Control Transaction ("Successor"), by
agreement in form and substance satisfactory to Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession
had taken place. Regardless of whether such agreement is executed, this
Agreement shall be binding upon any Successor in accordance with the
operation of law and such Successor shall be deemed the "Company" for
purposes of this Agreement. This Agreement shall inure to the benefit of and
be enforceable by Executive and his personal or legal representative,
executors, administrators, successors, heirs, distributees, devisees and
legatees.
10. SEVERABILITY. In the event any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall remain in full force and
effect to the fullest extent permitted by law.
11. AMENDMENT/WAIVER. This Agreement may not be amended, modified,
waived or canceled except by a writing signed by each party hereto. No
waiver by either party
9
<PAGE>
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties relative to the employment of the Executive by the
Company during the Period of Employment. Any previous agreement among the
parties not mentioned in this Agreement is superseded by this Agreement.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TRIUMPH GROUP, INC.
By /s/ Richard C. Ill
------------------
Title: President & CEO
---------------
Executive: /s/ Richard M. Eisenstaedt
--------------------------
10
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EXHIBIT 10.28
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated this 1st day of July, 1999 by and
between TRIUMPH GROUP, INC., a Delaware corporation (the "Company"), and
Craig N. Kitchen "Executive").
WITNESSETH:
WHEREAS, Executive has served as Vice President of the Company since
1999; and
WHEREAS, the Company wishes to assure itself of Executive's continued
employment by the Company during the period set forth herein; and
WHEREAS, Executive is willing to continue to serve the Company during
such period upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Company and Executive hereby agree as
follows:
1. TERMS OF EMPLOYMENT. The Company hereby agrees to employ
Executive, and Executive agrees to be employed by the Company, for a term
commencing on July 1, 1999 (the "Effective Date") and ending on June 30, 2001
(such term being hereinafter referred to as the "Period of Employment"),
subject to earlier termination as provided in Section 6 hereof.
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<PAGE>
2. DUTIES AND RESPONSIBILITIES. During the Period of
Employment, Executive shall serve as Vice President of the Company and devote
substantially all of his time and effort during normal business hours
(reasonable sick leave and vacations excepted) to the business and affairs of
the Company. The Executive shall report to the President and Chief Executive
Officer and the Board of Directors of the Company, and shall have such
duties, responsibilities and authority as are delegated to him by the Board
of Directors. The Executive's primary place of employment during the Period
of Employment shall be Phoenix, Arizona, unless changed with the Executive's
consent.
3. SALARY. During the Period of Employment, the Company
shall pay the Executive, in periodic installments on the same basis as other
senior salaried executives of the Company, a base salary of $150,000 per
annum (the "Base Salary"), subject to such increases during the Period of
Employment as shall be approved by the Board of Directors of the Company
(which increases, when so approved, to thereafter constitute Executive's Base
Salary for purposes of this Agreement).
4. INCENTIVE COMPENSATION. In addition to the Base Salary
provided in Section 3 hereof, the Company shall pay to Executive, at such
times as such payments are made to other senior salaried executives of the
Company and its subsidiaries (hereinafter referred to as the "Group"), such
incentive payments as shall be approved from time to time by the Board of
Directors of the Company or shall be due Executive pursuant to the terms of
incentive compensation plans approved by the Board of Directors of the
Company, subject to such deferral
2
<PAGE>
arrangements as are provided in the Group's Supplemental Executive Retirement
Plan effective April 1, 1994 (the "Supplemental Retirement Plan") or
otherwise approved by the Board of Directors. The Executive's objectives
under such plans shall be set forth in writing annually by the Board of
Directors or a duly authorized committee thereof.
5. ADDITIONAL BENEFITS AND PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. During the Period of
Employment, Executive shall be entitled to participate on substantially the
same basis as other senior salaried executives of the Group in all employee
benefit plans maintained in effect by the Group from time to time during the
Period of Employment (all such plans hereinafter referred to as "Employee
Benefit Plans").
(b) PERQUISITES. During the Period of Employment,
Executive shall be entitled to such perquisites and fringe benefits as are
generally made available to the senior salaried executives of the Group.
(c) LIFE AND DISABILITY INSURANCE. During the
Period of Employment, Executive shall be entitled to participate in the group
life and disability insurance plan made available to the senior salaried
executives of the Group.
(d) VACATION. During the Period of Employment the
Executive shall be entitled to four (4) weeks of vacation during each
calendar year.
6. EARLY TERMINATION.
3
<PAGE>
(a) DISABILITY. The Company shall have the right to
terminate Executive's employment during the Period of Employment upon not
less than thirty (30) days prior written notice to Executive or his personal
representative if, because of mental or physical disability, Executive shall
have been incapable, with reasonable accommodation, of satisfactorily
performing his duties under Section 2 hereof for a continuous period of one
hundred twenty (120) days or for a total period of two hundred ten (210) days
in any three hundred sixty (360) day-period prior to the date of such notice.
(b) DEATH. In the event of Executive's death
during the Period of Employment, this Agreement shall automatically terminate
as of the date of such death.
(c) FOR CAUSE. Notwithstanding any other
provisions of this Agreement, the Company may terminate Executive's
employment at any time during the Period of Employment for Cause, as herein
defined, upon written notice to the Executive. As used herein, "Cause" shall
mean the doing of any wilful act which is, in the judgment of the Board of
Directors, materially adverse to the best interests of the Company or which
constitutes common law fraud or a felony.
(d) WITHOUT CAUSE. The Company may terminate
Executive's employment at any time during the Period of Employment without
Cause, as defined in subparagraph (c) above, upon written notice to the
Executive. The decision to terminate Executive without Cause can be taken
only at a duly called meeting of the Board of Directors of the Company at
which Executive is present and afforded a full opportunity to be heard.
4
<PAGE>
(e) GOOD REASON. Following a Control Transaction,
as herein defined, Executive may terminate this Agreement for Good Reason, as
herein defined. A "Control Transaction" shall be: (i) a reorganization,
merger or consolidation of the Company unless (A) the Company or a parent or
subsidiary of the Company is the surviving or resulting corporation or (B)
the shareholders of the Company immediately before such transaction own a
majority of the outstanding voting stock (after giving effect to the
conversion of all shares of Class D Common Stock of the Company) in the
surviving or resulting corporation or a parent thereof following the
transaction; (ii) the sale by the Company of all or substantially all of its
assets to a purchaser which is not a member of the Group immediately before
such sale; or (iii) any transaction or series of transactions which results
in the acquisition of a majority of the outstanding voting shares (after
giving effect to the conversion of all of the outstanding Class D Common
Stock of the Company) of the Company by a purchaser or purchasers (A) who are
not currently shareholders of the Company and who acquired such voting shares
in a transaction or transactions not involving an offering registered under
the Securities Act of 1933, as amended; (B) which was not a subsidiary of the
Company immediately before such acquisition; or (C) a majority of whose
outstanding voting shares, immediately following the acquisition, are owned
by persons who were not shareholders of the Company immediately before the
acquisition. "Good Reason," as use herein, shall mean (i) a determination by
Executive in good faith that due to acts of the Company occurring after the
Control Transaction he is unable effectively to carry
5
<PAGE>
out his duties and responsibilities as of the time of the Control
Transaction; (ii) a material reduction in the duties and responsibilities
assigned to Executive pursuant to Section 2 hereof following the Control
Transaction; (iii) the transfer following the Control Transaction of
Executive's principal place of business to a location more than fifty (50)
miles from the location as of the time of the Control Transaction; or (iv)
the failure or refusal of the Successor, as defined in Section 9 hereof, to
assume all duties and obligations of the Company under this Agreement, as
contemplated by Section 9.
7. EFFECTS OF EARLY TERMINATION.
(a) In the event of the Company's termination of
Executive's employment during the Period of Employment as a result of his
disability, Executive shall be entitled to receive his Base Salary for the
month in which such termination becomes effective and for a period of six (6)
months thereafter, without prejudice to any other payments or disability
benefits due Executive under any Employee Benefit Plan as a result of
Executive's disability.
(b) In the event of Executive's death, Executive's
legal representative shall be entitled to receive Executive's Base Salary
through the end of the sixth month following the month in which Executive's
death occurred, without prejudice to any other payments or benefits due under
any Employee Benefit Plan as a result of Executive's death.
(c) In the event of the Company's termination of
Executive's employment during the Period of Employment for Cause, as defined
in Section 6(c), the
6
<PAGE>
Company shall have no obligation to pay Executive any compensation or
benefits other than (i) his then current Base Salary to the date of
termination and (ii) payments or benefits due under any Employee Benefits
Plans upon or following such termination.
(d) In the event the Company terminates Executive's
employment during the Period of Employment without Cause or Executive
terminates his employment during such period for Good Reason, as defined in
Section 6(d), the Company shall pay Executive the following amounts:
(i) Executive's Base Salary for the balance
of the month in which such termination occurs, plus credit
for any vacation earned but not taken prior to the date of
termination;
(ii) as severance payments, commencing on
the last day of the month in which the termination occurs
and on the last day of each month thereafter, an amount
equal to one-twelfth of the Executive's then current Base
Salary for a period of twelve (12) months.
(iii) any payments due under any Employee
Benefits Plans upon or following such termination.
(e) Under no circumstances shall Executive, upon
termination of his employment hereunder, be entitled to receive any incentive
compensation payments with respect to the fiscal year in which an early
termination occurs. Nothing herein, however, shall affect
7
<PAGE>
Executive's right to receive any previously earned but unpaid deferred
compensation payments to which Executive may be entitled under the
Supplemental Executive Retirement Plan.
(f) Except as provided in Section 7(e), during the
period Executive continues to receive payment of his Base Salary following
the termination of the Executive's employment, Executive, his dependents,
beneficiaries and estate shall continue to be entitled to all benefits under
all Employee Benefit Plans as if Executive were still employed during such
period under this Agreement. Executive, to the extent that he has at the time
of termination sufficient service credits or has otherwise satisfied
applicable eligibility requirements under the terms of the Employee Benefit
Plans shall be deemed to have retired from the Company as of such time, and
shall be eligible for any and all benefits and rights provided to retirees at
a comparable executive level from the Company or the Group under all Employee
Benefits Plans.
(g) The severance compensation and benefits
provided in this Section 7 shall constitute Executive's sole and exclusive
right to severance payments and benefits upon termination of Executive's
employment and no other severance compensation of any kind, nature and amount
shall be payable to Executive in connection with any termination during the
Period of Employment.
8. TERMINATION NOTICE. Any termination by the Company or by
Executive hereunder shall be communicated by written Notice of Termination to
the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
8
<PAGE>
reasonable detail all facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
Any such notice shall be by registered or certified mail and mailed to
Executive at the last address he has filed in writing with the Company, or,
in the case of the Company, to the Secretary at Four Glenhardie Corporate
Center, 1255 Drummers Lane, Suite 200, Wayne, PA 19087-1565 or such other
address to which the Company's principal executive offices are removed during
the Period of Employment.
9. SUCCESSORS/BINDING AGREEMENT. The Company shall require
any successor or surviving entity in any Control Transaction ("Successor"),
by agreement in form and substance satisfactory to Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession
had taken place. Regardless of whether such agreement is executed, this
Agreement shall be binding upon any Successor in accordance with the
operation of law and such Successor shall be deemed the "Company" for
purposes of this Agreement. This Agreement shall inure to the benefit of and
be enforceable by Executive and his personal or legal representative,
executors, administrators, successors, heirs, distributees, devisees and
legatees.
10. SEVERABILITY. In the event any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall remain in full force
and effect to the fullest extent permitted by law.
11. AMENDMENT/WAIVER. This Agreement may not be amended,
modified, waived or canceled except by a writing signed by each party hereto.
No waiver by either party
9
<PAGE>
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties relative to the employment of the Executive by
the Company during the Period of Employment. Any previous agreement among the
parties not mentioned in this Agreement is superseded by this Agreement.
13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
TRIUMPH GROUP, INC.
By: /s/ Richard C. III
----------------------
Title: President
-------------------
Executive: /s/ Craig N. Kitchen
--------------------
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF TRIUMPH GROUP, INC. FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 1999
</LEGEND>
<CIK> 0001021162
<NAME> TRIUMPH GROUP, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 7,177
<SECURITIES> 0
<RECEIVABLES> 75,810
<ALLOWANCES> 2,149
<INVENTORY> 117,812
<CURRENT-ASSETS> 206,591
<PP&E> 147,775
<DEPRECIATION> 31,005
<TOTAL-ASSETS> 479,281
<CURRENT-LIABILITIES> 93,022
<BONDS> 117,635
0
0
<COMMON> 12
<OTHER-SE> 226,720
<TOTAL-LIABILITY-AND-EQUITY> 479,281
<SALES> 215,170
<TOTAL-REVENUES> 215,170
<CGS> 148,281
<TOTAL-COSTS> 185,114
<OTHER-EXPENSES> (27)
<LOSS-PROVISION> 175
<INTEREST-EXPENSE> 4,198
<INCOME-PRETAX> 25,885
<INCOME-TAX> 9,460
<INCOME-CONTINUING> 16,425
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,425
<EPS-BASIC> 1.40
<EPS-DILUTED> 1.32
</TABLE>
