United States

Securities and Exchange Commission

Washington, D.C.  20549

 

FORM 10-Q

 

 

 

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

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, 15,846,464 shares as of October 31, 2003.

 

 

TRIUMPH GROUP, INC.

INDEX

 

Part I. Financial Information

Item 1.  Financial Statements (Unaudited)

Consolidated Balance Sheets September 30, 2003 and March 31, 2003

Consolidated Statements of Income Three months ended September 30, 2003 and 2002 Six months ended September 30, 2003 and 2002

Consolidated Statements of Cash Flows Six months ended September 30, 2003 and 2002

Notes to Consolidated Financial Statements September 30, 2003

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 2.  Changes in Securities

Item 3.  Defaults upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

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)

 

		SEPTEMBER 30, 2003			MARCH 31, 2003
		(unaudited)
ASSETS
Current assets:
Cash		$	7,174		$	8,583
Accounts receivable, net		106,707			106,841
Inventories		205,599			196,343
Assets held for sale		26,202			27,883
Prepaid expenses and other		6,476			3,549
Total current assets		352,158			343,199
Property and equipment, net		222,455			215,832
Goodwill		271,026			260,467
Intangible assets, net		28,916			31,055
Other, net		15,432			13,615
Total assets		$	889,987		$	864,168

 

1

 

Triumph Group, Inc.

Consolidated Balance Sheets

(dollars in thousands, except per share data)

 

		SEPTEMBER 30, 2003			MARCH 31, 2003
		(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	48,588		$	47,466
Accrued expenses		42,535			44,808
Liabilities related to assets held for sale		5,883			6,361
Income taxes payable		4,716			3,231
Deferred income taxes		1,585			1,585
Current portion of long-term debt		2,298			7,831
Total current liabilities		105,605			111,282
Long-term debt, less current portion		212,366			191,692
Deferred income taxes and other		61,542			66,209
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		259,299			258,675
Treasury stock, at cost, 180,860 and 183,260 shares		(4,490		)	(4,549		)
Accumulated other comprehensive income		980			543
Retained earnings		254,669			240,300
Total stockholders’ equity		510,474			494,985
Total liabilities and stockholders’ equity		$	889,987		$	864,168

 

SEE ACCOMPANYING NOTES.

 

2

 

Triumph Group, Inc.

Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

 

 

		THREE MONTHS ENDED SEPTEMBER 30,						SIX MONTHS ENDED SEPTEMBER 30,
		2003			2002			2003			2002
Net sales		$	145,116		$	141,328		$	285,745		$	281,117
Operating costs and expenses:
Cost of products sold		106,619			100,041			207,025			197,729
Selling, general, and administrative		19,762			16,840			38,833			34,698
Depreciation and amortization		6,632			5,824			13,111			11,816
		133,013			122,705			258,969			244,243
Operating income		12,103			18,623			26,776			36,874
Interest expense and other		2,942			3,360			5,775			6,642
Income from continuing operations before income taxes		9,161			15,263			21,001			30,232
Income tax expense		1,245			5,419			5,448			10,733
Income from continuing operations		7,916			9,844			15,553			19,499
(Loss) income from discontinued operations, net		(627		)	211			(1,184		)	602
Net income		$	7,289		$	10,055		$	14,369		$	20,101
Earnings per share – basic:
Income from continuing operations		$	0.50		$	0.62		$	0.98		$	1.23
(Loss) income from discontinued operations, net		(0.04		)	0.01			(0.07		)	0.04
Net Income		$	0.46		$	0.63		$	0.91		$	1.27
Weighted average common shares outstanding – basic		15,836			15,836			15,836			15,827
Earnings per share – diluted:
Income from continuing operations		$	0.50		$	0.62		$	0.98		$	1.22
(Loss) income from discontinued operations, net		(0.04		)	0.01			(0.07		)	0.04
Net Income		$	0.46		$	0.63		$	0.90	*	$	1.26
Weighted average common shares outstanding – diluted		15,904			15,940			15,894			15,965

 

*  –  Difference due to rounding.

 

SEE ACCOMPANYING NOTES.

 

3

 

Triumph Group, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

 

		SIX MONTHS ENDED SEPTEMBER 30,
		2003			2002
OPERATING ACTIVITIES
Net income		$	14,369		$	20,101
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,111			11,816
Other amortization included in interest expense		232			193
Provision for doubtful accounts receivable		317			484
Benefit from deferred income taxes		(2,007		)	—
Interest on subordinated and junior subordinated Promissory notes paid by issuance of additional notes		—			634
Changes in other current assets and liabilities, excluding the effects of acquisitions:
Accounts receivable		(53		)	426
Inventories		(5,913		)	(6,767		)
Prepaid expenses and other		(2,871		)	(1,319		)
Accounts payable, accrued expenses, and accrued income taxes payable		(3,038		)	(12,152		)
Changes in discontinued operations		1,203			(3,396		)
Other		(3,459		)	714
Net cash provided by operating activities		11,891			10,734
INVESTING ACTIVITIES
Capital expenditures		(14,217		)	(13,944		)
Proceeds from sale of assets		281			370
Cash used for businesses acquired		(14,522		)	(28,889		)
Net cash used in investing activities		(28,458		)	(42,463		)

 

4

 

		SIX MONTHS ENDED SEPTEMBER 30,
		2003			2002
FINANCING ACTIVITIES
Net increase in revolving credit facility borrowings		$	21,538		$	35,458
Repayment of debt and capital lease obligations		(6,461		)	(2,167		)
Proceeds from exercise of stock options		46			939
Net cash provided by financing activities		15,123			34,230
Effect of exchange rate changes on cash		35			409
Net change in cash		(1,409		)	2,910
Cash at beginning of period		8,583			6,830
Cash at end of period		$	7,174		$	9,740
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	5,112		$	11,445
Cash paid for interest		6,852			5,504

 

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 and six month periods ended September 30, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2004.  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, 2003.

 

Certain reclassifications have been made to prior year amounts in order to conform to the current year presentation.

 

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 September 30, 2003 and 2002, the Company had foreign sales of $30,617 and $30,042, respectively.  During the six month periods ended September 30, 2003 and 2002, the Company had foreign sales of $58,746 and $58,454, 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 7 and Note 9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

 

During the first quarter of fiscal 2004, the Company adopted 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.”

 

6

 

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.

 

The fair value of the Company’s stock options granted in April, 2002 was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 4.8%; no dividends; a volatility factor of the expected market price of the Company’s Common stock of .37; and an expected life of the options of 6 years.  No options were granted during the six month period ended September 30, 2003.

 

For purposes of pro forma disclosure, the fair value of the options ($19.80 for the options granted in April, 2003) 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 SEPTEMBER 30,						SIX MONTHS ENDED SEPTEMBER 30,
		2003			2002			2003			2002
Net income, as reported		$	7,289		$	10,055		$	14,369		$	20,101
Stock-based employee compensation cost, net of related tax benefits, included in reported net income		87			87			174			174
Stock-based employee compensation cost, net of related tax benefits, determined under the fair value method		(487		)	(577		)	(993		)	(1,131		)
Pro forma net income		$	6,889		$	9,565		$	13,550		$	19,144
Earnings per share – basic:
Net income, as reported		$	0.46		$	0.63		$	0.91		$	1.27
Pro forma net income		$	0.44		$	0.60		$	0.86		$	1.21
Earnings per share – diluted:
Net income, as reported		$	0.46		$	0.63		$	0.90		$	1.26
Pro forma net income		$	0.44		$	0.60		$	0.86		$	1.21

 

7

 

INTANGIBLE ASSETS

 

Intangible assets cost and accumulated amortization at September 30, 2003 were $48,494 and $19,578, respectively.  Intangible assets cost and accumulated amortization at March 31, 2003 were $48,619 and $17,564, respectively.  Intangible assets consists of two major classes: product rights and licenses, and non-compete agreements and other.  Gross cost and accumulated amortization of product rights and licenses at September 30, 2003 were $37,108 and $12,408, respectively, and at March 31, 2003 were $37,108 and $10,680, respectively.  Gross cost and accumulated amortization of noncompete agreements and other at September 30, 2003 were $11,386 and $7,170, respectively and at March 31, 2003 were $11,511 and $6,884, respectively.  Amortization expense for the three and six-month periods ended September 30, 2003 was $1,005 and $2,013, respectively.  Amortization expense for the fiscal year ended March 31, 2004 and the succeeding five fiscal years by year is expected to be as follows: 2004: $4,023; 2005: $4,020; 2006: $4,020; 2007: $4,020; 2008: $3,951; 2009: $3,804.

 

NEW ACCOUNTING PRONOUNCEMENT

 

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51.” This interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” and requires consolidation of variable interest entities by their primary beneficiaries if certain conditions are met. This interpretation applies to variable interest entities created or obtained after January 31, 2003, and as of October 1, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company is in the process of evaluating the adoption of this standard, but does not believe it will have a material impact on its consolidated financial statements.

 

3.  ACQUISITIONS

 

In May 2003, the Company acquired substantially all of the assets of Parker Hannifin’s United Aircraft Products Division, which are being operated by the Company’s Triumph Thermal Systems, Inc. subsidiary.  The Company acquired the assets to expand its product line offerings to its control systems customers.  The assets are used in conjunction with the design, development, manufacture and sale of heat exchangers for the aerospace industry.  Products include Plate Fin, Tubular, and Surface Heat Exchangers, Liquid Cooling Systems, Electronic Cooling Systems, Oil Reservoirs and High Temperature Bleed Air ECS Heat Exchangers.  The purchase price of $16,299 included cash paid at closing and direct costs of the transaction.  The excess of the purchase price over the preliminary estimated fair value of the net assets acquired of $11,113 was recorded as Goodwill, all of which is tax-deductible.

 

This acquisition was accounted for under the purchase method and, accordingly, is included in the consolidated financial statements from its date of acquisition.  The acquisition was funded by the Company’s long-term borrowings in place at the date of the acquisition.

 

8

 

The following unaudited pro forma information for the six months ended September 30, 2003 and 2002 have been prepared assuming the acquisition of the assets of Parker Hannifin’s United Products Division had occurred on April 1, 2002.  The pro forma information for the six months ended September 30, 2003 is as follows: Net sales: $288,142; Net income: $14,473; Net income per share – basic: $0.91; and Net income per share – diluted: $0.91.  The pro forma information for the six months ended September 30, 2002 is as follows: Net sales: $289,579; Net income: $20,576; Net income per share – basic: $1.30; and Net income per share – diluted: $1.29.  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:

 

		SEPTEMBER 30, 2003			MARCH 31, 2003
Raw materials		$	53,009		$	60,039
Work-in-process		82,380			74,154
Finished goods		70,210			62,150
Total inventories		$	205,599		$	196,343

 

5.  LONG-TERM DEBT

 

Long-term debt consists of the following:

 

		SEPTEMBER 30, 2003			MARCH 31, 2003
Senior notes		$	150,000		$	150,000
Revolving credit facility		54,000			32,462
Subordinated promissory notes		4,083			9,245
Other debt		6,581			7,816
		214,664			199,523
Less current portion		2,298			7,831
		$	212,366		$	191,692

 

In July 2003, the Company increased its revolving credit facility to $265,000 from $250,000.

 

9

 

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 SEPTEMBER 30,				SIX MONTHS ENDED SEPTEMBER 30,
(in thousands)		2003		2002		2003		2002
Weighted average common shares outstanding – basic		15,836		15,836		15,836		15,827
Net effect of dilutive stock options		68		104		58		138
Weighted average common shares outstanding – diluted		15,904		15,940		15,894		15,965

 

Options to purchase 507,675 shares of common stock, at prices ranging from $31.38 per share to $44.91 per share, were outstanding during the second quarter of fiscal 2004.  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, 2003 and, therefore, the effect would be antidilutive.

 

7.  DISCONTINUED OPERATIONS

 

Revenues from discontinued operations were $10,476 and $11,564 for the three months ended September 30, 2003 and 2002, respectively.  Revenues from discontinued operations were $21,291 and $22,410 for the six months ended September 30, 2003 and 2002, respectively.  The (loss) income from discontinued operations for the three months ended September 30, 2003 and 2002 was $(627), net of income tax benefit of $(345), and $211, net of income taxes of $116, respectively.  The (loss) income from discontinued operations for the six months ended September 30, 2003 and 2002 was $(1,184), net of income tax benefit of $(651), and $602, net of income taxes of $331, respectively.  Interest (expense) income of $(141) and $181 was allocated to the discontinued operations for the three months ended September 30, 2003 and 2002, respectfully.  Interest (expense) income of $(280) and $372 was allocated to the discontinued operations for the six months ended September 30, 2003 and 2002, respectfully.  Such amounts are included in the (loss) income from discontinued operations of those years.

 

10

 

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:

 

		SEPTEMBER 30, 2003			MARCH 31, 2003
Cash		$	111		$	152
Accounts receivable, net		4,002			3,463
Inventories		4,870			6,685
Prepaid expenses and other		51			46
Property and equipment, net		17,168			17,537
Assets held for sale		$	26,202		$	27,883
Accounts Payable		$	3,297		$	3,888
Accrued Expenses		681			568
Deferred income tax		1,905			1,905
Liabilities related to assets held for sale		$	5,883		$	6,361

 

11

 

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, 2003 compared to three months ended September 30, 2002

 

Net sales.     Net sales increased by $3.8 million, or 2.7%, to $145.1 million for the second quarter of fiscal 2004 from $141.3 million for the prior year period. This increase in revenue is primarily due to the acquisitions of certain assets of Ozone Industries, Inc. in April 2002; and substantially all of the assets of Aerocell Structures, Inc. in July 2002, Furst Aircraft and Instrument in August 2002, The Boeing Company’s Spokane Fabrication Operation in January 2003, and Parker Hannifin’s United Aircraft Products Division, which is being operated by our subsidiary, Triumph Thermal Systems, Inc. in May 2003, (collectively, the “2003 and 2004 Acquisitions.”)  However, these increases were offset by declines in commercial airframe build rates and selling prices, reduced maintenance, repair and overhaul activity and reduced industrial gas turbine (“IGT”) sales as compared to the prior year period.

 

Costs of products sold.     Costs of products sold increased by $6.6 million, or 6.6%, to $106.6 million for the second quarter of fiscal 2004 from $100.0 million for the second quarter of fiscal 2003. Cost of products sold increased relative to sales primarily due to the 2003 and 2004 Acquisitions as well as costs associated with IGT new product development.

 

Gross profit.     Gross profit decreased by $2.8 million, or 6.8%, to $38.5 million for the second quarter of fiscal 2004 from $41.3 million for the second quarter of fiscal 2003. This decrease was primarily due to the reasons discussed above. As a percentage of net sales, gross profit was 26.5% and 29.2% for the second quarter of fiscal 2004 and the second quarter of fiscal 2003, respectively.

 

Selling, general and administrative expenses.     Selling, general and administrative expenses increased by $2.9 million, or 17.4%, to $19.8 million for the second quarter of fiscal 2004 from $16.8 million for the prior year period, primarily due to the 2003 and 2004 Acquisitions as well as due diligence and other costs associated with an acquisition that is no longer being pursued.

 

Depreciation and amortization.  Depreciation and amortization increased by $0.8 million, or 13.9%, to $6.6 million for the second quarter of fiscal 2004 from $5.8 million for the second quarter of fiscal 2003, primarily due to an increase in depreciation due to our capital expenditures made over the last twelve months and from the assets acquired in connection with the 2003 and 2004 Acquisitions.

 

Operating income.   Operating income decreased by $6.5 million, or 35.0%, to $12.1 million for the second quarter of fiscal 2004 from $18.6 million for the prior year.  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 2003 and 2004 Acquisitions.

 

12

 

Interest expense and other. Interest expense and other decreased by $0.4 million, or 12.4%, to $2.9 million for the second quarter of fiscal 2004 from $3.4 million for the second quarter of fiscal 2003. This decrease was primarily due to lower interest rates partially offset by increased borrowing resulting from the 2003 and 2004 Acquisitions and our capital expenditures.

 

Income tax expense. The effective tax rate was 13.6% for the second quarter of fiscal 2004 and 35.5% for the second quarter of fiscal 2003.  The second quarter of fiscal 2004 includes a $2.0 million reduction of income tax expense resulting from the completion of income tax audits through fiscal year 2000.

 

Discontinued Operations. Loss from discontinued operations before income taxes was $1.0 million for the second quarter of fiscal 2004 compared with income from discontinued operations before income taxes of $0.3 million for the second quarter of fiscal 2003, resulting in a change of $1.3 million, primarily due to lower selling prices.  The benefit for income taxes was $0.3 million in the second quarter of fiscal 2004 compared to a provision of $0.1 million in the prior year period.

 

Six months ended September 30, 2003 compared to six months ended September 30, 2002

 

Net sales.     Net sales increased by $4.6 million, or 1.6%, to $285.7 million for the first six months of fiscal 2004 from $281.1 million for the prior year period. This increase in revenue is primarily due to the 2003 and 2004 Acquisitions.  However, these increases were offset by declines in commercial airframe build rates and selling prices, reduced maintenance, repair and overhaul activity and reduced IGT sales as compared to the prior year period.

 

Costs of products sold.     Costs of products sold increased by $9.3 million, or 4.7%, to $207.0 million for the first six months of fiscal 2004 from $197.7 million for the first six months of fiscal 2003. Cost of products sold increased relative to sales primarily due to the 2003 and 2004 Acquisitions, as well as increases in healthcare costs and costs associated with IGT new product development.

 

Gross profit.     Gross profit decreased by $4.7 million, or 5.6%, to $78.7 million for the first six months of fiscal 2004 from $83.4 million for the first six months of fiscal 2003. This decrease was primarily due to the reasons discussed above. As a percentage of net sales, gross profit was 27.5% and 29.7% for the first six months of fiscal 2004 and the first six months of fiscal 2003, respectively.

 

Selling, general and administrative expenses.     Selling, general and administrative expenses increased by $4.1 million, or 11.9%, to $38.8 million for the first six months of fiscal 2004 from $34.7 million for the prior year period, primarily due to increases in healthcare costs and liability insurance premiums, increased costs associated with the 2003 and 2004 Acquisitions, and due diligence and other costs associated with an acquisition that is no longer being pursued.

 

Depreciation and amortization.  Depreciation and amortization increased by $1.3 million, or 11.0%, to $13.1 million for the first six months of fiscal 2004 from $11.8 million for the first six months of fiscal 2003, primarily due to an increase in depreciation due to our capital expenditures made over the last twelve months and from the assets acquired in connection with the 2003 and 2004 Acquisitions.

 

Operating income.   Operating income decreased by $10.1 million, or 27.4%, to $26.8 million for the first six months of fiscal 2004 from $36.9 million for the prior year.  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 2003 and 2004 Acquisitions.

 

13

 

Interest expense and other. Interest expense and other decreased by $0.9 million, or 13.1%, to $5.8 million for the first six months of fiscal 2004 from $6.6 million for the first six months of fiscal 2003. This decrease was primarily due to lower interest rates partially offset by increased borrowing resulting from the 2003 and 2004 Acquisitions and our capital expenditures.

 

Income tax expense. The effective tax rate was 25.9% for the first six months of fiscal 2004 and 35.5% for the first six months of fiscal 2003.  The first six months of fiscal 2004 includes a $2.0 million reduction of income tax expense resulting from the completion of income tax audits through fiscal year 2000.

 

Discontinued Operations. Loss from discontinued operations before income taxes was $1.8 million for the first six months of fiscal 2004 compared with income from discontinued operations before income taxes of $0.9 million for the first six months of fiscal 2003, resulting in a change of $2.7 million, primarily due to lower selling prices.  The benefit for income taxes was $0.7 million in the first six months of fiscal 2004 compared to a provision 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 $11.9 million of cash flows in operating activities for the six months ended September 30, 2003.  We used approximately $28.5 million in investing activities and raised approximately $15.1 million from financing activities for the six months ended September 30, 2003.

 

As of September 30, 2003, $203.9 million was available under our revolving credit facility (“Credit Facility”).  On September 30, 2003, an aggregate amount of approximately $54.0 million was outstanding under the Credit Facility, all of which was accruing interest at LIBOR plus applicable basis points totaling 2.75% per annum.  Amounts repaid under the Credit Facility may be reborrowed.

 

In July 2003, the Company increased the Credit Facility to $265.0 million from $250.0 million.

 

Capital expenditures were approximately $14.2 million for the six months ended September 30, 2003 primarily for manufacturing machinery and equipment as well as the completion of a new engineering center.  We funded these expenditures through borrowings under our Credit Facility.  We expect capital expenditures to be approximately $30.0 million for our fiscal year ending March 31, 2004.  The expenditures are expected to be used mainly to expand capacity at several facilities.

 

In May 2003, we acquired substantially all of the assets of Parker Hannifin’s United Aircraft Products Division.  The cash portion of the purchase price paid at closing of $15.0 million was funded by borrowings under our Credit Facility.

 

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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:

 

Contractual Obligations		Payments Due by Period ($ in thousands)
		Total			Less than 1 year			1-3 years			4-5 years			After 5 years
Long Term Debt (1)		$	211,688		$	879		$	4,579		$	74,815		$	131,415
Capital Lease Obligations (1) (2)		3,187			1,593			1,590			4			0
Operating Leases		69,932			12,569			29,558			14,823			12,982
Operating Leases – discontinued operations		2,979			841			1,415			695			28
Other Long Term Obligations (1)		1,059			248			496			315			0
Total		$	288,845		$	16,130		$	37,638		$	90,652		$	144,425

 

(1) Included in the Company’s balance sheet at September 30, 2003.

(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 either fully utilized or limited by covenants, 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 2003 Annual Report on Form 10-K. 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 2003 Annual Report on Form 10-K 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 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 risk factors described in our Annual Report on Form 10-K, for the year ended March 31, 2003, filed with the SEC in June 2003.

 

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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 year ended March 31, 2003.  There has been no material change in this information.

 

Item 4.  Controls and Procedures

 

Our management, under the supervision and with the participation of the principal executive officer and principal financial officer, have evaluated the effectiveness of our controls and procedures related to our reporting and disclosure obligations as of September 30, 2003, which is the end of the period covered by this Quarterly Report on Form 10-Q.  Based on that evaluation, the principal executive officer and principal financial officer have concluded that these disclosure controls and procedures are sufficient to provide that (a) material information relating to us, including our consolidated subsidiaries, is made known to these officers by other employees of us and our consolidated subsidiaries, particularly material information related to the period for which this periodic report is being prepared; and (b) this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the rules and forms promulgated and adopted by the Securities and Exchange Commission.

 

There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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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 21, 2003.  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 2004 Annual Meeting of Stockholders and until their successors are elected and qualified.

 

	Richard C. Ill:
	8,748,095 Affirmative
	4,586,575 Against
	John R. Bartholdson:
	13,229,077 Affirmative
	105,593 Against
	Claude F. Kronk:
	13,239,087 Affirmative
	95,582 Against
	Richard C. Gozon:
	13,239,028 Affirmative
	95,641 Against
	Joseph M. Silvestri:
	13,176,662 Affirmative
	158,008 Against
	William O. Albertini:
	13,229,107 Affirmative
	105,562 Against

 

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	George Simpson
	13,239,128 Affirmative
	95,541 Against

 

2.               Ratification of the selection of Ernst & Young LLP as independent public accounts for the Company for the fiscal year ending March 31, 2004.

 

	13,249,688 Affirmative
	84,365 Negative
	615 Withheld

 

Item 5.	Other Information
	Not applicable
Item 6.	Exhibits and Reports on Form 8-K
	A.	Exhibits
		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
		The Company filed a Form 8-K on July 24, 2003.

 

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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
	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 13, 2003

 

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