10-Q 1 a04-8752_110q.htm 10-Q

 

United States

Securities and Exchange Commission

Washington, D.C.  20549

 

FORM 10-Q

 

ý

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the Quarterly Period Ended June 30, 2004.

 

 

 

or

 

 

 

o

 

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
incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

1550 Liberty Ridge, Suite 100
Wayne, PA

 

19087

 

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(610) 251-1000

(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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.  Yes ý No o

 

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, 15,860,064 shares as of July 26, 2004.

 

 



 

TRIUMPH GROUP, INC.

INDEX

 

Part I. Financial Information

 

 

 

Item 1.  Financial Statements (Unaudited)

 

 

 

Consolidated Balance Sheets
June 30, 2004 and March 31, 2004

 

 

 

Consolidated Statements of Income
Three months ended June 30, 2004 and 2003

 

 

 

Consolidated Statements of Cash Flows
Three months ended June 30, 2004 and 2003

 

 

 

Notes to Consolidated Financial Statements
June 30, 2004

 

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

 

 

Item 4.  Controls and Procedures

 

 

 

Part II.  Other Information

 

 

 

Item 1.  Legal Proceedings

 

 

 

Item 6.  Exhibits and Reports on Form 8-K

 

 

 

Signatures

 

 



 

Part I.  Financial Information

Item: 1.  Financial Statements

 

Triumph Group, Inc.

Consolidated Balance Sheets

(dollars in thousands)

 

 

 

JUNE 30,
2004

 

MARCH 31,
2004

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

6,568

 

$

6,766

 

Accounts receivable, net

 

111,448

 

122,273

 

Inventories

 

208,590

 

206,751

 

Assets held for sale

 

28,503

 

28,296

 

Income tax refund receivable

 

3,934

 

8,829

 

Prepaid expenses and other

 

3,633

 

3,801

 

Total current assets

 

362,676

 

376,716

 

 

 

 

 

 

 

Property and equipment, net

 

244,943

 

248,626

 

 

 

 

 

 

 

Goodwill

 

267,990

 

267,621

 

Intangible assets, net

 

26,448

 

27,514

 

Other, net

 

16,336

 

15,371

 

 

 

 

 

 

 

Total assets

 

$

918,393

 

$

935,848

 

 

1



 

Triumph Group, Inc.

Consolidated Balance Sheets (continued)

(dollars in thousands, except per share data)

 

 

 

JUNE 30,
2004

 

MARCH 31,
2004

 

 

 

(unaudited)

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

50,669

 

$

55,259

 

Accrued expenses

 

46,539

 

49,771

 

Liabilities related to assets held for sale

 

8,938

 

8,809

 

Income taxes payable

 

2,453

 

1,533

 

Deferred income taxes

 

1,444

 

1,444

 

Current portion of long-term debt

 

4,687

 

4,884

 

Total current liabilities

 

114,730

 

121,700

 

 

 

 

 

 

 

Long-term debt, less current portion

 

207,585

 

220,963

 

Deferred income taxes and other

 

78,193

 

78,069

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $.001 par value, 50,000,000 shares authorized, 16,027,324 shares issued

 

16

 

16

 

Capital in excess of par value

 

259,322

 

259,322

 

Treasury stock, at cost, 167,260 shares

 

(4,152

)

(4,152

)

Accumulated other comprehensive income

 

1,318

 

1,408

 

Retained earnings

 

261,381

 

258,522

 

Total stockholders’ equity

 

517,885

 

515,116

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

918,393

 

$

935,848

 

 

SEE ACCOMPANYING NOTES

 

2



 

Triumph Group, Inc.

Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

 

 

 

THREE MONTHS ENDED JUNE 30,

 

2004

 

2003

 

 

 

 

 

 

Net sales

 

$

165,353

 

$

140,629

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

Cost of products sold

 

126,157

 

100,406

 

Selling, general, and administrative

 

25,178

 

19,071

 

Depreciation and amortization

 

7,571

 

6,479

 

 

 

158,906

 

125,956

 

 

 

 

 

 

 

Operating income

 

6,447

 

14,673

 

Interest expense and other

 

3,257

 

2,833

 

Income from continuing operations before income taxes

 

3,190

 

11,840

 

Income tax expense

 

1,085

 

4,203

 

Income from continuing operations

 

2,105

 

7,637

 

Income (loss) from discontinued operations, net

 

754

 

(557

)

Net income

 

$

2,859

 

$

7,080

 

 

 

 

 

 

 

Earnings per share – basic:

 

 

 

 

 

Income from continuing operations

 

$

0.13

 

$

0.48

 

Income (loss) from discontinued operations, net

 

0.05

 

(0.04

)

Net income

 

$

0.18

 

$

0.45

 

 

 

 

 

 

Weighted average common shares outstanding – basic

 

15,860

 

15,835

 

 

 

 

 

 

 

Earnings per share – diluted:

 

 

 

 

 

Income from continuing operations

 

$

0.13

 

$

0.48

 

Income (loss) from discontinued operations, net

 

0.05

 

(0.04

)

Net income

 

$

0.18

 

$

0.45

 

 

 

 

 

 

Weighted average common shares outstanding – diluted

 

15,935

 

15,883

 

 


*Difference due to rounding.

 

SEE ACCOMPANYING NOTES.

 

 

3



 

Triumph Group, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

 

 

 

THREE MONTHS ENDED JUNE 30,

 

2004

 

2003

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

2,859

 

$

7,080

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

7,571

 

6,479

 

Other amortization included in interest expense

 

183

 

116

 

Provision for doubtful accounts receivable

 

1,068

 

164

 

Changes in other current assets and liabilities, excluding the effects of acquisitions:

 

 

 

 

 

Accounts receivable

 

9,736

 

2,357

 

Inventories

 

(757

)

(5,877

)

Prepaid expenses and other

 

150

 

181

 

Accounts payable, accrued expenses, accrued income taxes payable, and income tax refund receivable

 

(3,484

)

(11,714

)

Changes in discontinued operations

 

(78

)

(1,122

)

Other

 

(53

)

(2,171

)

Net cash provided by (used in) operating activities

 

17,195

 

(4,507

)

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Capital expenditures

 

(2,974

)

(7,211

)

Proceeds from sale of assets

 

136

 

305

 

Cash used for businesses acquired

 

(62

)

(15,019

)

Net cash used in investing activities

 

(2,900

)

(21,925

)

 

4



 

Triumph Group, Inc.

Consolidated Statements of Cash Flows (continued)

(dollars in thousands)

(unaudited)

 

 

 

THREE MONTHS ENDED JUNE 30,

 

 

 

2004

 

2003

 

FINANCING ACTIVITIES

 

 

 

 

 

Net (decrease) increase in revolving credit facility borrowings

 

$

(12,982

)

$

27,711

 

Repayment of debt and capital lease obligations

 

(593

)

(793

)

Payment of deferred financing cost

 

(906

)

 

Proceeds from exercise of stock options

 

 

8

 

Net cash (used in) provided by financing activities

 

(14,481

)

26,926

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(12

)

44

 

 

 

 

 

 

 

Net change in cash

 

(198

)

538

 

Cash at beginning of period

 

6,766

 

8,583

 

 

 

 

 

 

 

Cash at end of period

 

$

6,568

 

$

9,121

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid for income taxes, net of refunds

 

$

(4,372

)

$

2,866

 

Cash paid for interest

 

5,256

 

4,974

 

 

 

SEE ACCOMPANYING NOTES.

 

5



 

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 conformity with accounting principles generally accepted in the United States 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 accounting principles generally accepted in the United States 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 months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2005.  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 fiscal year ended March 31, 2004.

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

ORGANIZATION

 

The Company designs, engineers, manufactures or repairs and overhauls aircraft components and industrial gas turbine components and accessories for commercial airlines, air cargo carriers, and original equipment manufacturers of aircraft and aircraft components and power generation equipment on a worldwide basis.

 

USE OF ESTIMATES

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States 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.

 

CONCENTRATION OF CREDIT RISK

 

During the three months ended June 30, 2004 and 2003, the Company had foreign sales of $34,378 and $28,129, respectively.

 

STOCK-BASED EMPLOYEE COMPENSATION

 

The Company has a number of stock-related compensation plans, including stock option and restricted stock plans, which are described in Note 2, Note 7 and Note 9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

 

The Company uses the interim financial statement disclosure requirements of Statement of Financial Accounting Standards (“SFAS”) No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure,” which amends SFAS No. 123 “Accounting for Stock-Based Compensation.”  The Company continues to use the accounting method under Accounting Principles Board Opinion No. 25 (“APB 25”) and related interpretations in accounting for its employee stock options.  Under APB 25, generally, when the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation cost is recognized.

 

6



 

The fair value of the Company’s stock options granted in the first quarter of fiscal 2005 was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 3.7%; no dividends; a volatility factor of the expected market price of the Company’s Common stock of .41; and an expected life of the options of 6 years.  No options were granted during the first quarter of fiscal 2004.

 

For purposes of pro forma disclosure, the fair value of the options ($15.47 for the options granted in the first quarter of fiscal 2005) is amortized to expense over the options’ assumed vesting period.  Pro forma disclosure, as required by SFAS No. 148, regarding net income and earnings per share has been determined as if the Company had accounted for its employee stock options under the fair value method.

 

Pro Forma Net Income and Earnings Per Share

 

 

 

THREE MONTHS ENDED
JUNE 30,

 

 

 

2004

 

2003

 

Net income, as reported

 

$

2,859

 

$

7,080

 

 

 

 

 

 

 

Stock-based employee compensation cost, net of related tax benefits, included in reported net income

 

 

87

 

 

 

 

 

 

 

Stock-based employee compensation cost, net of related tax benefits, determined under the fair value method

 

(500

)

(506

)

 

 

 

 

 

 

Pro forma net income

 

$

2,359

 

$

6,661

 

 

 

 

 

 

 

Earnings per share – basic:

 

 

 

 

 

Net income, as reported

 

$

0.18

 

$

0.45

 

Pro forma net income

 

$

0.15

 

$

0.42

 

 

 

 

 

 

 

Earnings per share – diluted:

 

 

 

 

 

Net income, as reported

 

$

0.18

 

$

0.45

 

Pro forma net income

 

$

0.15

 

$

0.42

 

 

7



 

INTANGIBLE ASSETS

 

Intangible assets cost and accumulated amortization at June 30, 2004 were $49,609 and $23,161, respectively.  Intangible assets cost and accumulated amortization at March 31, 2004 were $49,609 and $22,095, respectively.  Intangible assets consists of two major classes: (i) product rights and licenses, which at June 30, 2004 had a weighted-average life of 11.2 years, and (ii) non-compete agreements and other, which at June 30, 2004 had a weighted-average life of 12.4 years.  Gross cost and accumulated amortization of product rights and licenses at June 30, 2004 were $37,108 and $15,013, respectively, and at March 31, 2004 were $37,108 and $14,143, respectively.  Gross cost and accumulated amortization of noncompete agreements and other at June 30, 2004 were $12,501 and $8,148, respectively and at March 31, 2004 were $12,501 and $7,952, respectively.  Amortization expense for the three months ended June 30, 2004 was $1,066.  Amortization expense for the fiscal year ended March 31, 2005 and the succeeding five fiscal years by year is expected to be as follows: 2005: $4,258; 2006: $4,151; 2007: $4,055; 2008: $3,972; 2009: $3,825; 2010: $3,595.

 

3.  ACQUISITIONS

 

The purchase price of the acquisition in the fourth quarter of fiscal 2004 of Rolls-Royce Gear Systems, Inc., renamed Triumph Gear Systems, Inc., has not been finalized and is subject to the final negotiation of the values on the closing balance sheet.  Also, the Company has retained the services of an independent appraisal firm to assist in the valuation of certain intangible assets acquired as part of the acquisition of Triumph Gear Systems, Inc.  The Company expects to finalize its purchase price with the seller and the purchase price allocation for this acquisition in the second quarter of fiscal 2005.

 

The purchase price has not been finalized in one of the acquisitions from fiscal 2003 due to an amount held in escrow relating to certain elements of the purchase price that are subject to change pursuant to agreement on a closing balance sheet.  The disposition of the escrow funds are not expected to materially affect purchase accounting.

 

The following unaudited pro forma information for the three months ended June 30, 2003 have been prepared assuming the acquisition of Triumph Gear Systems, Inc. and the assets of Parker Hannifin’s United Aircraft Products Division, being operated by the Company’s subsidiary, Triumph Thermal Systems, Inc., had occurred on April 1, 2003.  The pro forma information is as follows: Net sales: $155,085; Net income: $7,427; Net income per share — basic: $0.47; and Net income per share — diluted: $0.47.  The unaudited pro forma information includes adjustments for interest expense that would have been incurred to finance the purchase and additional depreciation based on the estimated fair market value of the property and equipment acquired.  The unaudited pro forma financial information is not necessarily indicative of the results of operations as it would have been had the transaction been effected on the assumed date.

 

4.  INVENTORIES

 

The components of inventories are as follows:

 

 

 

JUNE 30,
2004

 

MARCH 31,
2004

 

 

 

 

 

 

 

 

Raw materials

 

$

79,335

 

$

68,302

 

Work-in-process

 

65,300

 

65,112

 

Finished goods

 

63,955

 

73,337

 

Total inventories

 

$

208,590

 

$

206,751

 

 

8



 

5.  LONG-TERM DEBT

 

Long-term debt consists of the following:

 

 

 

JUNE 30,
2004

 

MARCH 31,
2004

 

 

 

 

 

 

 

Senior notes

 

$

150,000

 

$

150,000

 

Revolving credit facility

 

53,639

 

66,621

 

Subordinated promissory notes

 

3,750

 

3,750

 

Other debt

 

4,883

 

5,476

 

 

 

212,272

 

225,847

 

Less current portion

 

4,687

 

4,884

 

 

 

$

207,585

 

$

220,963

 

 

6.  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:

 

 

 

THREE MONTHS ENDED
JUNE 30,

 

(in thousands)

 

2004

 

2003

 

Weighted average common shares outstanding - basic

 

15,860

 

15,835

 

Net effect of dilutive stock options

 

75

 

48

 

Weighted average common shares outstanding – diluted

 

15,935

 

15,883

 

 

Options to purchase 737,250 shares of common stock, at prices ranging from $32.83 per share to $44.91 per share, were outstanding during the first quarter of fiscal 2005.  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 June 30, 2004 and, therefore, the effect would be antidilutive.

 

7.  GOODWILL

 

The following is a summary of the changes in the carrying value of goodwill from March 31, 2004 through June 30, 2004:

 

Balance, March 31, 2004

 

$

267,621

 

 

 

 

 

Purchase price allocation adjustments

 

416

 

Effect of exchange rate changes

 

(47

)

 

 

 

 

Balance, June 30, 2004

 

$

267,990

 

 

9



 

8.  DISCONTINUED OPERATIONS

 

Revenues from discontinued operations were $12,903 and $10,815 for the three months ended June 30, 2004 and 2003, respectively.  The income (loss) from discontinued operations for the three months ended June 30, 2004 and 2003 was $754, net of income taxes of $388, and $(557), net of income tax benefit of $(306), respectively.  Interest expense of $148 and $139 was allocated to the discontinued operations for the three months ended June 30, 2004 and 2003, respectively.  Such amounts are included in the income (loss) from discontinued operations of those years.

 

The components of assets held for sale and liabilities related to the assets held for sale of the discontinued operations in the consolidated balance sheet are as follows:

 

 

 

JUNE 30,
2004

 

MARCH 31,
2004

 

 

 

 

 

 

 

Cash

 

$

140

 

$

203

 

Accounts receivable, net

 

5,383

 

4,637

 

Inventories

 

5,625

 

6,037

 

Prepaid expenses and other

 

48

 

29

 

Property and equipment, net

 

17,307

 

17,390

 

Assets held for sale

 

$

28,503

 

$

28,296

 

 

 

 

 

 

 

Accounts Payable

 

$

4,786

 

$

4,780

 

Accrued Expenses

 

790

 

667

 

Deferred income tax

 

3,362

 

3,362

 

Liabilities related to assets held for sale

 

$

8,938

 

$

8,809

 

 

10



 

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 June 30, 2004 compared to three months ended June 30, 2003

 

Net sales.  Net sales increased by $24.7 million, or 17.6%, to $165.4 million for the first quarter of fiscal 2005 from $140.6 million for the prior year period. This increase in net sales is primarily due to two acquisitions completed in fiscal 2004: namely, the May 2003 acquisition of substantially all of the assets of Parker Hannifin’s United Aircraft Products Division, which is being operated by our subsidiary, Triumph Thermal Systems, Inc., and the January 2004 acquisition of Rolls-Royce Gear Systems, Inc., which was renamed Triumph Gear Systems, Inc., from Rolls-Royce North America Venture I, Inc. (collectively, the “2004 Acquisitions”).  Excluding the effect of acquisitions, net sales increased by $8.7 million, or 6.2%, over the prior year period.  This increase was due to the net effect of a 12.4% increase in net sales to the aviation markets offset by a 43.0% decrease in net sales to the IGT related markets.

 

Costs of products sold.  Costs of products sold increased by $25.8 million, or 25.6%, to $126.2 million for the first quarter of fiscal 2005 from $100.4 million for the first quarter of fiscal 2004. Cost of products sold increased relative to sales due to the 2004 Acquisitions, as well as increases in healthcare costs.

 

Gross profit.  Gross profit decreased by $1.0 million, or 2.6%, to $39.2 million for the first quarter of fiscal 2005 from $40.2 million for the first quarter of fiscal 2004. This decrease was primarily due to the negative gross margin in the IGT related activities as well as the increases in healthcare costs, mostly offset by the incremental margin from the 2004 Acquisitions. As a percentage of net sales, gross profit was 23.7% and 28.6% for the first quarter of fiscal 2005 and the first quarter of fiscal 2004, respectively.

 

Selling, general and administrative expenses.  Selling, general and administrative expenses increased by $6.1 million, or 32.0%, to $25.2 million for the first quarter of fiscal 2005 from $19.1 million for the prior year period, due to the 2004 Acquisitions and increases in legal, regulatory and research and development costs.

 

Depreciation and amortization.  Depreciation and amortization increased by $1.1 million, or 16.9%, to $7.6 million for the first quarter of fiscal 2005 from $6.5 million for the first quarter of fiscal 2004, primarily due to an increase in depreciation from the assets acquired in connection with the 2004 Acquisitions and due to our capital expenditures made over the last twelve months.

 

Operating income.  Operating income decreased by $8.2 million, or 56.1%, to $6.4 million for the first quarter of fiscal 2005 from $14.7 million for the prior year period.  The decrease in operating income over the prior year resulted from the decrease in gross profits, increases in selling, general and administrative expenses and depreciation and amortization expenses, partially offset by the operating profits from the acquisitions of the 2004 Acquisitions.

 

11



 

Interest expense and other. Interest expense and other increased by $0.4 million, or 15.0%, to $3.3 million for the first quarter of fiscal 2005 from $2.8 million for the first quarter of fiscal 2004. This increase was due to both slightly higher interest rates and increased borrowing resulting from the 2004 Acquisitions and our capital expenditure program.

 

Income tax expense. The effective tax rate was 34.0% for the first quarter of fiscal 2005 and 35.5% for the first quarter of fiscal 2004.

 

Discontinued Operations. Income from discontinued operations before income taxes was $1.1 million for the first quarter of fiscal 2005 compared with a loss from discontinued operations before income taxes of $0.9 million for the first quarter of fiscal 2004.  The provision for income taxes was $0.4 million in the first quarter of fiscal 2005 compared to a benefit of $0.3 million in the prior year period.

 

Liquidity and Capital Resources

 

Our working capital needs are generally funded through cash flows from operations and borrowings under our credit arrangements.  We generated approximately $17.2 million of cash flows from operating activities for the three months ended June 30, 2004.  We used approximately $2.9 million in investing activities and approximately $14.5 million in financing activities for the three months ended June 30, 2004.

 

As of June 30, 2004, $202.4 million was available under our revolving credit facility (the “Credit Facility”).  On June 30, 2004, an aggregate amount of approximately $53.6 million was outstanding under the Credit Facility, $52.0 million of which was accruing interest at LIBOR plus applicable basis points totaling 3.2% per annum, and $1.6 million of which was accruing interest at the overnight rate of 3.5% per annum.  Amounts repaid under the Credit Facility may be reborrowed.

 

Capital expenditures were approximately $3.0 million for the three months ended June 30, 2004 primarily for manufacturing machinery and equipment.  We funded these expenditures through borrowings under our Credit Facility.  We expect capital expenditures to be up to $25.0 million for our fiscal year ending March 31, 2005.  The expenditures are expected to be used mainly to expand capacity or replace old equipment at several facilities.

 

Effective April 1, 2004, we realigned our operating structure into two business groups, Triumph Aerospace Systems Group and Triumph Aftermarket Services Group.  The companies that formerly were included in the Triumph Components Group have been consolidated into these two groups.  In addition, several of the companies will be combined to form a new company, Triumph Engineered Solutions, Inc., which will be part of Triumph Aftermarket Services Group.  The new organization is intended to enhance our ability to deliver better-coordinated solutions for our customers’ needs.  The creation of Triumph Engineered Solutions, Inc. will enable us to more efficiently produce the products used by our customers for their turbine component maintenance requirements.  We anticipate that up to $4.0 million of costs, to be funded by borrowings under our Credit Facility, will be incurred in fiscal 2005 as the consolidation of our Components Group in Phoenix is completed.

 

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The expected future cash flows for the next five years for long term debt, leases and other obligations are as follows:

 

 

 

Payments Due by Period
($ in thousands)

 

Contractual Obligations

 

Total

 

Less than 1
year

 

1-3 years

 

4-5 years

 

After 5
years

 

Long Term Debt (1)

 

$

210,501

 

$

2,967

 

$

65,689

 

$

20,823

 

$

121,022

 

Capital Lease Obligations (1) (2)

 

1,842

 

1,790

 

52

 

0

 

0

 

Operating Leases

 

64,426

 

13,105

 

26,299

 

13,717

 

11,305

 

Operating Leases – discontinued operations

 

2,230

 

773

 

1,005

 

452

 

0

 

Purchase Obligations

 

104,335

 

83,765

 

20,393

 

177

 

0

 

Purchase Obligations-discontinued operations

 

10,256

 

10,256

 

0

 

0

 

0

 

Other Long Term Obligations (1) (2)

 

816

 

248

 

439

 

129

 

0

 

Total

 

$

394,406

 

$

112,904

 

$

113,877

 

$

35,298

 

$

132,327

 

 


(1) Included in the Company’s balance sheet at June 30, 2004.

(2) Includes interest component.

 

We believe that cash generated by operations and borrowings under the Credit Facility will be sufficient to meet anticipated cash requirements for our current operations.  However, we have a stated policy to grow through acquisition and are continuously evaluating various acquisition opportunities.  As a result, we currently are 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 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 us on terms favorable to us, if at all.

 

Critical Accounting Policies

 

The Company’s critical accounting policies are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and notes accompanying the consolidated financial statements that appear in the Annual Report on Form 10-K for the fiscal year ended March 31, 2004. Except as otherwise disclosed in the financial statements and accompanying notes included in this report, there were no material changes subsequent to the filing of the Annual Report on Form 10-K for the fiscal year ended March 31, 2004 in the Company’s critical accounting policies or in the assumptions or estimates used to prepare the financial information appearing in this report.

 

Forward Looking Statements

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our future operations and prospects, including statements that are based on current projections and expectations about the markets in which we operate, and our beliefs concerning future performance and capital requirements based upon current available information.  Such statements are based on our beliefs as well as assumptions made by and information currently available to us.  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 our current expectations.  For example, 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 us.  In addition to these factors, among other factors that could cause actual results to differ materially are uncertainties relating to the integration of acquired

 

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businesses, general economic conditions affecting our business, dependence of certain of our businesses on certain key customers as well as competitive factors relating to the aviation industry. For a more detailed discussion of these and other factors affecting us, see the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004, filed with the SEC in June 2004.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

For information regarding our exposure to certain market risks, see Item 7A.  Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004.  There has been no material change in this information.

 

Item 4. Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures.

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As of June 30, 2004, we completed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2004.

 

(b) Changes in internal control over financial reporting.

 

During the period covered by this Quarterly Report on Form 10-Q, we implemented remedial measures to address material weaknesses in internal control over financial reporting identified by our independent auditors in connection with their audit of our financial statements for the fiscal year ended March 31, 2004.  We believe these measures materially improved our internal control over financial reporting during the quarter.  Actions taken included re-evaluating and adding staff to raise the overall level of expertise, establishing or reiterating policies and procedures designed to enhance coordination between management and the Company’s accounting staff and related reporting procedures, centralizing review and monitoring of accounting issues, and allocating senior accounting personnel to provide additional on-site supervision of accounting functions.

 

We believe the measures we have taken and additional measures we continue to implement will have a material, positive impact on our internal control over financial reporting in future periods.

 

14



 

TRIUMPH GROUP, INC.

 

Part II. Other Information

 

Item 1.  Legal Proceedings

 

On July 9, 2004, Eaton Corporation and several of its subsidiaries filed suit against the Company, certain of its subsidiaries and certain employees of the Company and its subsidiaries, alleging misappropriation of trade secrets belonging to Eaton related to the design and manufacture of hydraulic pumps and motors used in military and commercial aviation, as well as certain other related claims.  The complaint alleges violations of Mississippi law exclusively and was filed in the Circuit Court of the First Judicial District of Hinds County, Mississippi.  The complaint seeks an unspecified amount of compensatory and punitive damages, attorneys’ fees and costs.

 

The Company believes it has meritorious defenses to the allegations contained in Eaton’s complaint, intends to conduct a vigorous defense and is considering potential claims against Eaton.

 

The allegations relate to conduct that is the subject of an investigation by the office of the U.S. Attorney in Jackson, Mississippi, that commenced in January 2004 with a search of the offices of the Company’s subsidiary, Frisby Aerospace, L.L.C.  The Company and its subsidiaries have been cooperating fully with the investigation, which is continuing.  Neither the Company nor any of its subsidiaries has been identified as a target.

 

Item 6.  Exhibits and Reports on Form 8-K

 

A.           Exhibits

 

Exhibit 10.16            Employment Agreement with John B. Wright, II

Exhibit 31.1              Section 302 Certification by President and CEO

Exhibit 31.2              Section 302 Certification by Senior Vice President and CFO

Exhibit 32.1              Certification of Periodic Report by President and CEO

Exhibit 32.2              Certification of Periodic Report by Senior Vice President and CFO

 

 

B.             Reports on Form 8-K

 

On April 29, 2004, the Company filed under items 7 and 12 a press release of the results for the first quarter of the fiscal year ended March 31, 2005.

 

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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

 

August 9, 2004

 

Richard C. Ill, President & CEO

 

 

 

 

/s/ John R. Bartholdson

 

August 9, 2004

 

John R. Bartholdson, Senior Vice President & CFO

 

(Principal Financial Officer)

 

 

 

/s/ Kevin E. Kindig

 

August 9, 2004

 

Kevin E. Kindig, Vice President & Controller

 

(Principal Accounting Officer)

 

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