<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 June 30, 2000.
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
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TRIUMPH GROUP, INC.
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(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
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(Address of principal executive offices) (Zip Code)
(610) 975-0420
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(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, 8,326,624 shares and Class D common
stock, par value $0.001 per share, 3,348,535 shares, each as of August 1, 2000
<PAGE>
TRIUMPH GROUP, INC.
INDEX
Part I. Financial Information
PAGE NUMBER
-----------
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets 1
March 31, 2000 and June 30, 2000
Consolidated Statements of Income 3
Three months ended June 30, 1999 and 2000
Consolidated Statements of Cash Flows 4
Three months ended June 30, 1999 and 2000
Notes to Consolidated Financial Statements 6
June 30, 2000
Item 2. Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 13
Market Risk
Part II. Other Information
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature Page 15
<PAGE>
Part I. Financial Information
Item: 1. Financial Statements
Triumph Group, Inc.
Consolidated Balance Sheets
(dollars in thousands)
MARCH 31, JUNE 30,
2000 2000
-------- --------
(unaudited)
ASSETS
Current assets:
Cash $ 6,279 $ 7,529
Accounts receivable, net 78,960 91,801
Inventories 123,750 152,798
Prepaid expenses and other 4,730 6,620
-------- --------
Total current assets 213,719 258,748
Property and equipment, net 122,787 145,535
Excess of cost over net assets acquired, net 144,027 199,724
Intangible assets and other, net 26,398 30,163
-------- --------
Total assets $506,931 $634,170
======== ========
-1-
<PAGE>
Triumph Group, Inc.
Consolidated Balance Sheets (continued)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
2000 2000
--------- ---------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 34,996 $ 37,948
Accrued expenses 45,316 57,619
Income taxes payable 2,899 4,515
Deferred income taxes 1,365 1,508
Current portion of long-term debt 4,856 5,140
--------- ---------
Total current liabilities 89,432 106,730
Long-term debt, less current portion 133,952 234,419
Deferred income taxes and other 39,177 40,310
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, 229,175 and 225,537 shares (5,580) (5,492)
Accumulated other comprehensive loss (684) (694)
Retained earnings 115,204 123,467
--------- ---------
Total stockholders' equity 244,370 252,711
--------- ---------
Total liabilities and stockholders' equity $ 506,931 $ 634,170
========= =========
</TABLE>
SEE ACCOMPANYING NOTES.
-2-
<PAGE>
Triumph Group, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
THREE MONTHS ENDED JUNE 30,
1999 2000
-------- --------
Net sales $104,894 $128,996
Operating costs and expenses:
Cost of products sold 71,911 87,642
Selling, general, and administrative 13,435 16,967
Depreciation and amortization 4,726 6,415
-------- --------
90,072 111,024
Operating income 14,822 17,972
Interest expense and other 1,855 4,843
-------- --------
Income before income taxes 12,967 13,129
Income tax expense 4,732 4,858
-------- --------
Net income $ 8,235 $ 8,271
======== ========
Earnings Per Common Share - Basic:
Net income $ 0.70 $ 0.71
======== ========
Weighted average common shares outstanding - Basic 11,737 11,672
======== ========
Earnings Per Common Share - Assuming Dilution:
Net income $ 0.66 $ 0.67
======== ========
Weighted average common shares outstanding -
Assuming Dilution 12,455 12,397
======== ========
SEE ACCOMPANYING NOTES.
-3-
<PAGE>
Triumph Group, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------
1999 2000
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 8,235 $ 8,271
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,726 6,415
Provision for deferred income taxes 2,148 1,567
Interest on subordinated and junior subordinated
promissory notes paid by issuance of
additional notes 218 246
Changes in other current assets and liabilities, net
of acquisitions of businesses:
Accounts receivable 7,908 (2,944)
Inventories (5,623) (10,461)
Prepaid expenses and other (290) (619)
Accounts payable, accrued expenses, and accrued
income taxes payable (9,116) (2,345)
Other (29) (3,677)
-------- --------
Net cash provided by (used in) operating activities 8,177 (3,547)
-------- --------
INVESTING ACTIVITIES
Capital expenditures, net (4,507) (5,337)
Cash used for businesses acquired (13,031) (54,243)
-------- --------
Net cash used in investing activities (17,538) (59,580)
</TABLE>
-4-
<PAGE>
Triumph Group, Inc.
Consolidated Statements of Cash Flows (continued)
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
1999 2000
-------- --------
<S> <C> <C>
FINANCING ACTIVITIES
Net increase in revolving credit facility borrowings $ 16,930 $ 64,791
Repayment of debt and capital lease obligations (1,435) (494)
Purchase of treasury stock (2,864) --
Payment of deferred financing costs (963) --
Proceeds from exercise of stock options 27 80
-------- --------
Net cash provided by financing activities 11,695 64,377
-------- --------
Net change in cash 2,334 1,250
Cash at beginning of period 4,953 6,279
-------- --------
Cash at end of period $ 7,287 $ 7,529
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for income taxes $ 896 $ 1,124
Cash paid for interest 1,556 3,613
</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 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 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 months ended
June 30, 2000 are not necessarily indicative of the results that may be expected
for the fiscal year ended March 31, 2001. 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, 2000.
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.
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, 2000, the Company acquired all of the outstanding stock of
ACR Industries, Inc. ("ACR"), Chem-Fab Corporation ("Chem-Fab") and Airborne
Nacelle Services, Inc. ("Airborne Nacelle"). In May 2000, the Company acquired
certain assets from the Anadite California Restoration Trust ("Anadite Assets"),
(collectively the "2001 Acquisitions"). ACR, located in Macomb, Michigan, is a
leading manufacturer of complex geared assemblies including gas turbine jet
engine gear boxes, helicopter transmissions, geared systems for fixed-winged
aircraft and other related components. Chem-Fab and Airborne Nacelle, both
located in Hot-Spring, Arkansas, together process sheet metal and other
structural parts and assemblies for the aerospace industry. The Anadite Assets,
which will be relocated to several of the Company's existing operating
facilities, will provide anodizing, chemical film coating, phosphate flouride
coating, passivation, liquid penetrant inspection, hardness testing,
conductivity testing, thermal optical properties testing and painting to the
aerospace industry. The combined purchase price for these acquisitions was
$101,130. The purchase price includes cash paid at closing, the assumption of
debt and certain liabilities, direct costs of the acquisitions and deferred
payments. The combined excess of the purchase price over the estimated fair
value of the net assets acquired of $57,485 was recorded as excess of cost over
net assets acquired and is being amortized over thirty years on a straight-line
basis.
These acquisitions have been accounted for under the purchase method and,
accordingly, are included in the consolidated financial statements from their
dates of acquisition. These acquisitions were funded by the Company's long-term
borrowings in place at the date of each respective acquisition.
-6-
<PAGE>
Triumph Group, Inc.
Notes to Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
3. ACQUISITIONS (Continued)
In fiscal 2000, the Company acquired all of the outstanding stock of Ralee
Engineering Company, Construction Brevitees d'Alfortville, and Lee Aerospace,
Inc. and also acquired substantially all of the assets of KT Aerofab, now
operated by the Company as Triumph Components-San Diego, Inc. (collectively the
"2000 Acquisitions"). For more information about the 2000 Acquisitions, refer to
the consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000.
The following unaudited pro forma information has been prepared assuming the
2001 Acquisitions and the 2000 Acquisitions had occurred on April 1, 1999: Net
Sales - $132,377; Net Income - $9,413; Earnings per Common Share - Basic -
$0.80; and Earnings per Common Share - Diluted - $0.76. The unaudited pro forma
information includes adjustments for interest expense that would have been
incurred to finance the purchases, additional depreciation based on the
estimated fair market value of the property and equipment acquired, and the
amortization of the intangible assets and excess of cost over net assets
acquired arising from the transactions. The unaudited pro forma financial
information is not necessarily indicative of the results of operations as they
would have been had the transactions been effected on the assumed dates.
4. INVENTORIES
The components of inventories are as follows:
MARCH 31, JUNE 30,
2000 2000
-------- --------
Raw materials $ 34,195 $ 43,306
Work-in-process 46,189 67,475
Finished goods 43,366 42,017
-------- --------
Total inventories $123,750 $152,798
======== ========
5. LONG-TERM DEBT
Long-term debt consists of the following:
MARCH 31, JUNE 30,
2000 2000
-------- --------
Revolving credit facility $107,204 $171,995
Subordinated promissory notes 17,686 50,544
Industrial revenue bonds 5,497 5,125
Capital lease obligations 7,661 7,474
Other debt 760 4,421
-------- --------
138,808 239,559
Less current portion 4,856 5,140
-------- --------
$133,952 $234,419
======== ========
-7-
<PAGE>
Triumph Group, Inc.
Notes to Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
5. LONG-TERM DEBT (Continued)
Effective April 1, 2000, in connection with the ACR and Chem-Fab acquisitions,
the Company assumed approximately $32,626 of seller financing with a 7% interest
rate and $3,588 of other debt. In July 2000, the Company retired $30,626 of the
assumed seller financing and approximately $3,200 of the assumed other debt.
These payments were funded by borrowings under the Credit Facility.
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) 1999 2000
------ ------
Weighted average common shares outstanding 11,737 11,672
Net effect of dilutive stock options 68 75
Net effect of dilutive warrant 650 650
------ ------
Weighted average common shares outstanding -
assuming dilution 12,455 12,397
====== ======
Options to purchase 171,817 shares of common stock, at prices ranging from
$32.19 per share to $45.38 per share, were outstanding during the first quarter
of fiscal 2001. 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, 2000
and, therefore, the effect would be antidilutive.
-8-
<PAGE>
Triumph Group, Inc.
Notes to Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
7. SEGMENT REPORTING
Selected financial information for each reportable segment is as follows:
THREE MONTHS ENDED
JUNE 30,
-------------------------
1999 2000
--------- ---------
Net Sales:
Aviation $ 86,055 $ 112,840
Metals 18,839 16,156
--------- ---------
$ 104,894 $ 128,996
========= =========
Income before income taxes:
Operating income (expense):
Aviation $ 14,669 $ 18,104
Metals 930 924
Corporate (777) (1,056)
--------- ---------
14,822 17,972
Interest expense and other 1,855 4,843
--------- ---------
$ 12,967 $ 13,129
========= =========
Capital expenditures:
Aviation $ 4,135 $ 4,529
Metals 372 799
Corporate -- 9
--------- ---------
$ 4,507 $ 5,337
========= =========
Depreciation and amortization:
Aviation $ 4,419 $ 6,103
Metals 295 294
Corporate 12 18
--------- ---------
$ 4,726 $ 6,415
========= =========
MARCH 31, 2000 JUNE 30, 2000
-------------- -------------
Assets:
Aviation $ 477,374 $ 598,007
Metals 27,410 31,265
Corporate 2,147 4,898
--------- ---------
$ 506,931 $ 634,170
========= =========
During the three months ended June 30, 1999 and 2000, the Company had foreign
sales of $11,677 and $22,271, respectively.
-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 JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
AVIATION SEGMENT
NET SALES. Net sales for the Aviation segment increased by $26.8
million, or 31.1%, to $112.8 million for the first quarter of fiscal 2001
from $86.1 million for the first quarter of fiscal 2000. This increase was
due to the inclusion of an aggregate of $31.8 million and $5.8 million in net
sales in the first quarter of fiscal 2001 and fiscal 2000, respectively, for
Ralee Engineering Company ("Ralee"), Lee Aerospace, Inc. ("Lee"), Triumph
Components-San Diego, Inc. ("Triumph Components"), and Construction Brevitees
d'Alfortville ("CBA") (collectively the "2000 Acquisitions") and ACR
Industries, Inc. ("ACR"), Chem-Fab Corporation ("Chem-Fab") and Airborne
Nacelle Services, Inc. ("Airborne Nacelle"), (collectively the "2001
Acquisitions"). Net sales for the other operating divisions and subsidiaries
in the Aviation segment experienced a 1.0% increase, totaling $0.8 million
from the prior year period. The increase in sales was due to an increase in
volume associated with certain Boeing commercial airplane programs,
specifically increases in the 737 Next Generation, 747, 767 and 777, as well
as the E-2C, Canadair's RJ programs and the Airbus A320. However, offsetting
the increase in volume were pricing pressures experienced during the first
quarter of fiscal 2001.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Aviation segment
increased by $18.4 million, or 32.3%, to $75.4 million for the first quarter of
fiscal 2001 from $57.0 million for the first quarter fiscal 2000. This increase
was due to the inclusion of $20.5 million and $3.3 million in the first quarter
of fiscal 2001 and fiscal 2000, respectively, of costs of products sold
associated with net sales generated by the 2000 Acquisitions and the 2001
Acquisitions. Costs of products sold for the other operating divisions and
subsidiaries in the Aviation segment increased by $1.1 million, or 2.1%, due to
the increase in shipments for the programs discussed above.
GROSS PROFIT. Gross profit for the Aviation segment increased by $8.4
million, or 28.9%, to $37.4 million for the first quarter of fiscal 2001 from
$29.0 million for the first quarter of fiscal 2000. This increase was due to the
inclusion of $11.3 million and $2.5 million in the first quarter of fiscal 2001
and fiscal 2000, respectively, of gross profit on the net sales generated by the
2000 Acquisitions and the 2001 Acquisitions. As a percentage of net sales, gross
profit for the Aviation segment was 33.2% and 33.7% for the first quarter of
fiscal 2001 and 2000, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Aviation segment increased by $3.3 million,
or 32.9%, to $13.2 million for the first quarter of fiscal 2001 from $9.9
million for the first quarter of fiscal 2000, due to the 2000 Acquisitions
and the 2001 Acquisitions and the higher volume discussed above.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Aviation segment increased by $1.7 million, or 38.1%, to $6.1 million for the
first quarter of fiscal 2001 from $4.4 million for the first quarter of fiscal
2000. The increase was due to the assets acquired in connection with the 2000
Acquisitions and the 2001 Acquisitions as well as an increase in depreciation at
certain operating units due to capital expenditures.
OPERATING INCOME. Operating income for the Aviation segment increased by
$3.4 million, or 23.4%, to $18.1 million for the first quarter of fiscal 2001
from $14.7 million for the first quarter of fiscal 2000. This increase was
primarily due to the addition of net sales and profits generated by the 2000
Acquisitions and the 2001 Acquisitions. All other operating divisions and
subsidiaries in the Aviation segment experienced a 7.9% decline in operating
income from the prior year. As a percentage of net sales, operating income for
the Aviation segment was 16.0% for the first quarter of fiscal 2001 and 17.0%
for the first quarter of fiscal 2000.
-10-
<PAGE>
Management's Discussion And Analysis of
Financial Condition and Results of Operations
(continued)
METALS SEGMENT
NET SALES. Net sales for the Metals segment decreased by $2.7 million, or
14.2%, to $16.2 million for the first quarter of fiscal 2001 from $18.8 million
for the first quarter of fiscal 2000. This decrease was mainly due to a decrease
in activity at the Company's structural steel erection operation.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Metals segment
decreased by $2.7 million, or 17.9%, to $12.2 million for the first quarter of
fiscal 2001 from $14.9 million for the first quarter of fiscal 2000. This
decrease mainly was due to the decrease in activity at the Company's structural
steel erection operation.
GROSS PROFIT. Gross profit for the Metals segment decreased to $3.9 million
for fiscal 2001 from $4.0 million for the prior year period. As a percentage of
net sales, gross profit for the Metals segment was 24.4% and 21.0% for the first
quarter of fiscal 2001 and fiscal 2000, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Metals segment remained at $2.7 million for the
first quarter of fiscal 2001 unchanged from the first quarter of fiscal 2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the Metals
segment remained unchanged at $0.3 million for the first quarter of fiscal 2001
from the first quarter of fiscal 2000.
OPERATING INCOME. Operating income for the Metals segment remained
unchanged at $0.9 million for the first quarter of fiscal 2001 from the first
quarter of fiscal 2000. As a percentage of net sales, operating income for the
Metals segment was 5.7% and 4.9% for the first quarter of fiscal 2001 and 2000,
respectively.
OVERALL RESULTS
CORPORATE EXPENSES. Corporate expenses increased by $0.3 million, or 35.9%,
to $1.1 million for the first quarter of fiscal 2001 from $0.8 million for the
first quarter of fiscal 2000.
INTEREST EXPENSE AND OTHER. Interest expense and other increased by $3.0
million, or 161.1%, to $4.8 million for the first quarter of fiscal 2001 from
$1.9 million for the first quarter of fiscal 2000. This increase was primarily
due to increased debt levels associated with the 2000 Acquisitions and the 2001
Acquisitions, the cash portions of which were financed by borrowings under the
Company's Credit Facility.
INCOME TAX EXPENSE. The effective tax rate was 37.0% for the first quarter
of fiscal 2001 and 36.5% for the first quarter of fiscal 2000.
NET INCOME. Net income increased to $8.3 million for the first quarter
of fiscal 2001 from $8.2 million for the prior year period. The increase in
net income in first quarter 2001 was primarily attributable to the 2000
Acquisitions and the 2001 Acquisitions, partially offset by the reduced
earnings of the remaining Aviation segment operating units and the increased
interest expense due to the increased debt levels associated with the 2000
Acquisitions and the 2001 Acquisitions.
-11-
<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 used
approximately $3.5 million of cash flows for operating activities for the three
months ended June 30, 2000. The Company used approximately $59.6 million in
investing activities and raised $64.4 million in financing activities for the
three months ended June 30, 2000.
As of June 30, 2000, $76.7 million was available under the Credit Facility.
On June 30, 2000, an aggregate amount of approximately $172.0 million was
outstanding under the Credit Facility, $165.0 million of which was accruing
interest at LIBOR plus applicable basis points totaling 7.89% per annum, and
$7.0 million of which was accruing interest at the prime rate of 9.5% per annum.
Amounts repaid under the Credit Facility may be reborrowed.
Effective April 1, 2000, the Company acquired all of the outstanding stock
of ACR Industries, Inc., Chem-Fab Corporation and Airborne Nacelle Services,
Inc. In May 2000, the Company acquired certain assets from the Anadite
California Restoration Trust. The combined cash portion of the purchase prices
paid at closing for these acquisitions of approximately $54.2 million was funded
by borrowings under the Company's Credit Facility. In connection with these
acquisitions, the Company assumed $32.6 million of seller financing, which
accrued interest at 7%, and $3.6 million of other debt. In July 2000, the
Company retired $30.6 million of the assumed seller financing and approximately
$3.2 million of the assumed other debt. These payments were funded by borrowings
under the Credit Facility.
Capital expenditures were approximately $5.3 million for the three months
ended June 30, 2000 primarily for manufacturing machinery and equipment for the
Aviation segment. The Company funded these expenditures through borrowings under
its Credit Facility. The Company expects capital expenditures to be
approximately $20.0 million for its fiscal year ending March 31, 2001. The
expenditures are expected to be used mainly to expand capacity at several
facilities.
The Company believes that cash generated by operations and borrowings under
the 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 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.
-12-
<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 these expectations will be realized. Among other factors that could cause
actual results to differ materially from expectations are competitive factors
relating to the aviation and metals industries, dependence of certain of the
Company's businesses on certain key customers, need for additional financing for
acquisitions and capital expenditures on terms acceptable to the Company,
cancellations, reductions or delays in customer orders, product liabilities in
excess of the Company's insurance and general economic conditions affecting the
Company's two business segments. For a more detailed discussion of these and
other factors affecting the Company, see risk factors described in the Company's
Annual Report on Form 10-K, for the year ended March 31, 2000, filed with the
SEC in June 2000.
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, 2000. There
has been no material change in this information.
-13-
<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
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
(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 June 30, 2000
-14-
<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: August 14, 2000
-15-
