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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 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 NO. 1-12235
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TRIUMPH GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0347963
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
FOUR GLENHARDIE CORPORATE CENTER,
1255 DRUMMERS LANE, SUITE 200, WAYNE, PENNSYLVANIA 19087
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (610) 975-0420
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
Title of Class
Securities registered pursuant to Section 12(g) of the Act: NONE
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Indicate by check mark whether the Registrant (1) has filed all reports 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 /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _____
The number of outstanding shares of the Registrant's Common Stock, par value
$.001 per share, and Class D Common Stock, par value $.001 per share, on
May 31, 2000 was 8,324,111 and 3,348,535, respectively. In making such
calculation, Registrant is not making a determination of the affiliate or
non-affiliate status of any holders of shares of Common Stock or Class D Common
Stock.
The aggregate market value of the shares of Common Stock held by
non-affiliates of the Registrant (computed by reference to the closing price of
such voting stock on the New York Stock Exchange on May 31, 2000 of $28.00) was
approximately $188,863,530.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document are incorporated herein by reference:
Proxy Statement of Triumph Group, Inc. in connection with its 2000 Annual
Meeting of Stockholders is incorporated in part in Part III hereof, as specified
herein.
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TABLE OF CONTENTS
ITEM NO. PAGE
- -------- --------
PART I............................................................ 3
1. Business.................................................... 3
2. Properties.................................................. 12
3. Legal Proceedings........................................... 14
4. Submission of Matters to a Vote of Security Holders......... 14
PART II........................................................... 15
5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 15
6. Selected Financial Data..................................... 16
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 18
7A. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 24
8. Financial Statements and Supplementary Data................. 25
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 46
PART III.......................................................... 47
10. Directors and Executive Officers of Registrant.............. 47
11. Executive Compensation...................................... 47
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 47
13. Certain Relationships and Related Transactions.............. 47
PART IV........................................................... 48
14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 48
2
PART I
ITEM 1. BUSINESS
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to Triumph's future
operations and prospects, including statements that are based on current
projections and expectations about the markets in which Triumph operates, and
management's beliefs concerning future performance and capital requirements
based upon current available information. Actual results could differ materially
from management's current expectations and additional capital may be required
and additional capital, if required, may not be available on reasonable terms,
if at all, at the times and in the amounts as may be needed by Triumph. In
addition to these factors and others described elsewhere in this report, among
other factors that could cause actual results to differ materially are
competitive factors relating to the aviation and metals industries, dependence
of some of Triumph's businesses on key customers, requirements of capital,
product liabilities in excess of insurance, uncertainties relating to the
integration of acquired businesses, general economic conditions affecting
Triumph's two business segments, including technological developments, limited
availability of raw materials or skilled personnel, changes in governmental
regulation and oversight, and post Year 2000 issues. For a more detailed
discussion of these and other factors affecting Triumph, see the Risk Factors
described in Item 1 of this Annual Report on Form 10-K. Triumph does not
undertake any obligation to revise these forward-looking statements to reflect
future events.
GENERAL
Triumph designs, engineers, manufactures, repairs, overhauls and distributes
aircraft components, such as mechanical and electromechanical control systems,
aircraft and engine accessories, auxiliary power units, commonly referred to as
APUs, avionics and aircraft instruments. Triumph serves a broad spectrum of the
aviation industry, including commercial airlines and air cargo carriers, as well
as original equipment manufacturers (commonly referred to as OEMs) of aerospace
vehicles, commercial and military aircraft, and aircraft components.
PRODUCTS AND SERVICES
Triumph's Aviation Segment offers a variety of products and services to the
aviation industry which are offered through four groups within the Aviation
Segment as follows:
The STRUCTURAL COMPONENTS GROUP focuses primarily on OEMs, such as Boeing
Co., Airbus Integrated Company, Bombardier, Inc., Textron Inc., Raytheon Co.,
The Cessna Aircraft Company and others. This group performs complex
manufacturing processes, machining capabilities and structural component
forming. This group provides customers with the full range of structural
components and has the ability to produce complete assemblies and subassemblies.
The OPERATIONAL COMPONENTS GROUP services all of Triumph's customer base, a
diverse group of customers which includes airlines, cargo carriers, outsourcing
manufacturers and OEMs. The operational components group performs advanced
manufacturing functions and fabrication processes, coating and processing
functions to deliver precision detail parts and complete component assemblies.
The CONTROL SYSTEMS GROUP, like the Operational Components group, services
all of Triumph's customer base. Control Systems will focus on expanding
Triumph's capabilities to design, engineer and build complete mechanical,
electromechanical and hydraulic systems while continuing to expand the broad
scope of detail parts Triumph supplies to the aerospace market.
The AFTERMARKET SERVICES GROUP consists of a COMPONENT REPAIR AND OVERHAUL
subgroup and an INSTRUMENT REPAIR AND OVERHAUL subgroup. This group services
primarily airline customers. Aftermarket Services will continue to pursue being
the vendor of choice for instrument and component overhaul and repair to
Triumph's customers as they continue to consolidate vendors.
3
HISTORICAL BACKGROUND
Triumph was formed by members of management and Citicorp Venture
Capital, Ltd. to acquire particular businesses and assets from IKON Office
Solutions, Inc. In connection with this acquisition, 19 members of management
contributed capital in the aggregate amount of approximately $1.1 million and
Citicorp Venture Capital, an institutional investor, contributed capital in the
aggregate amount of approximately $6.9 million.
PROPRIETARY RIGHTS
Triumph benefits from its proprietary rights relating to designs,
engineering, manufacturing processes and repair and overhaul procedures. In
addition, Triumph has proprietary rights to some of its manufacturing processes.
For some products, Triumph's unique manufacturing capabilities are required by
the customer's specifications or designs, thereby necessitating reliance on
Triumph for production of this designed product. Triumph also holds two SFAR 36
certifications that permit it to develop proprietary repair procedures to be
used in some repair and overhaul processes.
RAW MATERIALS AND REPLACEMENT PARTS
Triumph purchases raw materials, primarily consisting of steel and aluminum
coils, sheets and shapes, from various vendors. Triumph also purchases
replacement parts which are utilized in its various repair and overhaul
operations. Although Triumph believes that these raw materials and replacement
parts are generally available at competitive prices from numerous sources, at
times, castings and extrusions are in short supply and difficult to purchase in
sufficient amounts to meets its customers' demands.
OPERATING DIVISIONS AND SUBSIDIARIES
Triumph operates through several operating divisions and subsidiaries which
are divided into two segments: the Aviation Segment and the Metals Segment. The
following chart describes the operations, customer base and certain other
information with respect to Triumph's operating divisions and subsidiaries at
March 31, 2000:
OPERATING
DIVISION/SUBSIDIARY NUMBER OF
(YEAR ESTABLISHED) LOCATION BUSINESS TYPE OF CUSTOMERS EMPLOYEES
- ------------------- -------------------- ---------------------------- ---------------------------- ---------
AVIATION SEGMENT
A. Biederman(1)............. Glendale, CA Sells and services aircraft Commercial airlines, U.S. 76
(1933) and industrial instruments. military and cargo carriers.
ACR Industries, Inc.(1)..... Macomb, MI Manufacturer of complex Military and commercial 164
(1977) geared assemblies, gears and OEMs, U.S. government and
other components servicing prime contractors.
the aerospace industry.
Advanced Materials Repairs and manufactures Aviation OEMs and aircraft 333
Technologies, Inc.(3)..... Chandler, AZ components for APUs and gas operators.
(1987) Tempe, AZ turbine engines.
Aerospace Technologies, Manufactures metallic/ Commercial airlines, U.S. 75
Inc.(1)................... Fort Worth, TX composite bonded honeycomb military and component
(1969) assemblies and repairs supplier industry.
fuselage, wing, flight
control surface parts and
other flight critical
components.
Construction Brevetees Manufacturer of mechanical Aerospace, ground 60
d'Alfortville............. Alfortville, France ball bearing control transportation and marine
(1951) Barcelona, Spain assemblies for the industries.
aerospace, ground
transportation and marine
industries.
4
OPERATING
DIVISION/SUBSIDIARY NUMBER OF
(YEAR ESTABLISHED) LOCATION BUSINESS TYPE OF CUSTOMERS EMPLOYEES
- ------------------- -------------------- ---------------------------- ---------------------------- ---------
DG Industries, Inc.......... Phoenix, AZ Specializes in precision Military and commercial 25
(1978) machining of aerospace industry.
components.
DV Industries, Inc.......... Lynwood, CA Provides metal finishing, Aerospace, military and 116
(1978) processing and other commercial industries.
services.
Frisby Aerospace, Inc.(3)... Clemmons, NC Designs, manufactures, Military and commercial 135
(1940) Freeport, NY assembles and tests OEMs, U.S. government, prime
precision aircraft contractors and major
components. airlines.
Hydro-Mill Co.(1)........... Chatsworth, CA Manufactures, repairs and Aviation OEMs, commercial 163
(1937) overhauls precision machine airlines and aircargo
parts and assemblies. carriers.
HTD Aerospace, Inc.......... Bloomfield, CT Manufactures precision Commercial industry and 40
(1935) components and assemblies. military.
JDC Company(3).............. Ft. Lauderdale, FL Specializes in the repair, Aircraft manufacturers 67
(1985) Austin, TX overhaul and exchange of ranging from general
electromechanical and aviation to wide- body air
pneumatic aircraft transport.
instruments.
K-T Corporation............. Shelbyville, IN Performs stretch forming, Aviation OEMs, U.S. military 145
(1963) bending, die forming, and aerospace, mass
machining, welding, assembly transportation, energy and
and other fabrication on heavy trucking industries.
aircraft wings, fuselages
and skins.
L.A. Gauge.................. Sun Valley, CA Machines, bonds and Defense, aerospace, medical, 32
(1954) fabricates ultra-precision automotive and computer
parts. industries.
Lamar Electro-Air(1)(2)..... Wellington, KS Repairs and overhauls U.S. government, commercial 76
(1965) aircraft and engine airlines and general
accessories, manufactures aviation aircraft operators.
pneumatic and electrically
actuated valves for
aircraft.
Lee Aerospace, Inc.(1)...... Witchita, KS Manufactures unheated General aviation and 64
(1989) windshields, flight deck and corporate jet market.
cabin windows for the
general aviation and
corporate jet market
Northwest Industries........ Albany, OR Machines and fabricates Aerospace, nuclear, medical, 33
(1960) refractory, reactive, heat electronic and chemical
and corrosion-resistant industries.
precision products.
Nu-Tech Industries, Inc..... Grandview, MO Produces complex structural Commercial and military 107
(1972) components. aircraft market.
Ralee Engineering Corp...... City of Industry, CA Manufactures long structural Airline industry. 121
(1962) components such as
stringers, cords and
flooring.
Special Processes of Produces and applies plasma Aviation OEMs and aircraft 25
Arizona, Inc.(1).......... Phoenix, AZ coating. operators.
(1987)
Stolper-Fabralloy Fabricates precision sheet Commercial, military and 272
Company(3)................ Phoenix, AZ metal components from high aerospace OEMs.
(1908) Brookfield, WI temperature alloys and
provides repair and overhaul
services.
5
OPERATING
DIVISION/SUBSIDIARY NUMBER OF
(YEAR ESTABLISHED) LOCATION BUSINESS TYPE OF CUSTOMERS EMPLOYEES
- ------------------- -------------------- ---------------------------- ---------------------------- ---------
Triumph Air Repair(1)(2).... Phoenix, AZ Repairs and overhauls APUs Worldwide commercial 133
(1979) and supplemental equipment. airlines.
Triumph Components--San Developer and manufacturer Commercial, military and 93
Diego, Inc.(1)............ El Cajon, CA of high-temperature metal aerospace OEMs.
(1948) alloy parts
Triumph Air Repair (Europe) Repairs and overhauls APUs Commercial transport 33
Limited................... Hampshire, England and constant speed drives carriers and the commuter
(1989)(1) and integrated drive aviation industry.
generators.
Triumph Controls, Inc.(1)... North Wales, PA Designs and manufactures Aviation OEMs, shipyards, 268
(1943) mechanical and repair and overhaul
electromechanical control facilities, airlines and
systems. U.S. and NATO military
forces.
Triumph Precision, Inc...... Phoenix, AZ Manufactures and machines Aerospace industry. 69
(1964) precision tubing and
provides heat treating and
brazing services.
METALS SEGMENT
Great Western Steel......... Chicago, IL Produces steel products, Manufacturers, primarily in 43
(1918) specializing in flat rolled the home and office products
products. industries.
Kilroy Structural Steel Cleveland, OH Erects structural steel General contractors, 28
Co........................ frameworks. engineers and architects of
(1918) commercial buildings and
bridges.
Triumph Industries.......... Bridgeview, IL Produces and distributes Computer and electronic 44
(1960) specialty electrogalvanized industries.
products.
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(1) Designates FAA-certified repair station.
(2) Designates SFAR 36 certification.
(3) Designates that two locations are FAA-certified repair stations.
METALS PROCESSING AND DISTRIBUTION
Triumph's Metals Segment consists of two operating divisions and one
subsidiary with substantial experience in the metals industry. These businesses
include a leading producer of electrogalvanized steel products and a steel
service center specializing in flat rolled steel products. These entities supply
products to several hundred manufacturers and other customers in the computer
and electronics industries on a regional and national basis. In addition,
Triumph operates a business engaged in the erection of structural frameworks for
buildings and bridges in the Midwestern United States.
Triumph's Metals Segment processes, converts and distributes steel and steel
products including electrogalvanized steel products which are stamped, formed,
welded and painted, and coated steel for the electronic and computer industries.
Triumph's steel service center specializes in flat rolled products and their
processing, including hot or cold rolled sheet and coil and galvanized sheet and
coil used primarily by the home and office products and appliance industry.
Triumph also erects structural framework, including steel members and allied
materials, for buildings and bridges, with a specialty in commercial and
industrial buildings. These structural erection services are provided on a
project-by-project basis primarily in the Midwestern United States. These
projects are generally awarded on a fixed fee, competitive bid basis.
6
SALES AND MARKETING
Each of Triumph's operating divisions and subsidiaries independently
conducts sales and marketing efforts directed at their respective customers and
industries and, where appropriate, collaborates with other Triumph operating
divisions and subsidiaries for cross-marketing efforts. Each sales force and the
respective officers of the operating divisions and subsidiaries are responsible
for obtaining new customers and maintaining relationships with existing
customers. Sales efforts are conducted primarily by independent regional
manufacturers' representatives and in-house personnel. Generally, manufacturers'
representatives receive a commission on sales and the in-house sales personnel
receive a base salary plus commission. Engaging independent sales
representatives at the local level facilitates responsiveness to each customer's
changing needs and current trends in each marketplace in which Triumph operates.
Triumph continually looks for opportunities to leverage its growing
capabilities. The Presidents of Triumph's operating divisions and subsidiaries
in the Aviation Segment, together with Triumph's new Program Management Office
created to assist in the coordination of the Segment's marketing and sales
efforts, meet periodically to discuss ways to improve sales and cross-marketing
opportunities. The management of each operating division and subsidiary of
Triumph also maintains close business relationships with many customers, thereby
furthering the sales and marketing efforts of their businesses.
A significant portion of Triumph's government and defense contracts are
awarded on a competitive bidding basis. Triumph generally does not bid or act as
the primary contractor, but will typically bid and contract as a subcontractor
on contracts on a fixed fee basis. Triumph generally sells to its other
customers on a fixed fee, negotiated contract or purchase order basis.
BACKLOG
As of March 31, 2000, Triumph's Aviation and Metals Segments had outstanding
purchase orders representing an aggregate invoice price of approximately
$235.9 million and $15.6 million, respectively. As of March 31, 1999, Triumph's
Aviation and Metals Segments had outstanding purchase orders representing an
aggregate invoice price of approximately $189.9 million and $20.4 million,
respectively. Triumph believes that purchase orders in an aggregate approximate
amount of $48.6 million will not be shipped by the Aviation Segment by
March 31, 2001.
COMPETITION
Triumph competes with third party manufacturers, some of which are divisions
or subsidiaries of OEMs or other large companies in the manufacture of aircraft
components and subassemblies. Competition for the repair and overhaul of
aviation components comes from three primary sources, some with greater
financial and other resources than Triumph: OEMs, major commercial airlines and
other independent service companies. Some major commercial airlines continue to
own and operate their own service centers, while others have begun to sell their
repair and overhaul services to other aircraft operators. The repair and
overhaul services provided by domestic airlines are primarily for their own
aircraft, although these airlines may outsource a limited amount of repair and
overhaul services to third parties. Foreign airlines that provide repair and
overhaul services typically provide these services not only for their own
aircraft but for other airlines as well. OEMs also maintain service centers
which provide repair and overhaul services for the components they manufacture.
Other independent service organizations also compete for the repair and overhaul
business of other users of aircraft components.
Triumph's principal competitors in the metals industry include national and
regional steel mills, other steel service centers, steel erection companies and
pre-engineered building manufacturers. Some of these competitors have greater
financial and other resources than Triumph.
7
GOVERNMENT REGULATION AND INDUSTRY OVERSIGHT
The aviation industry is highly regulated in the United States by the FAA
and in other countries by similar agencies. Triumph must be certified by the FAA
and, in some cases, by individual OEMs, in order to engineer and service parts
and components used in specific aircraft models. If material authorizations or
approvals were revoked or suspended, the operations of Triumph would be
adversely affected. New and more stringent government regulations may be
adopted, or industry oversight heightened, in the future and these new
regulations, if enacted, or any industry oversight, if heightened, may have an
adverse impact on Triumph.
Triumph must also satisfy the requirements of its customers, including OEMs,
that are subject to FAA regulations, and provide these customers with products
and services that comply with the government regulations applicable to aircraft
components used in commercial flight operations. The FAA regulates commercial
flight operations and requires that aircraft components meet its stringent
standards. In addition, the FAA requires that various maintenance routines be
performed on aircraft components, and Triumph currently satisfies these
maintenance standards in its repair and overhaul services. Several of Triumph's
operating divisions are FAA-approved repair stations.
Currently, the FAA is granting licenses only for the manufacture or repair
of a specific aircraft component, rather than the broader licenses that have
been granted in the past. The FAA licensing process may be costly and
time-consuming. In order to obtain an FAA license, an applicant must satisfy all
applicable regulations of the FAA governing repair stations. These regulations
require that an applicant have experienced personnel, inspection systems,
suitable facilities and equipment. In addition, the applicant must demonstrate a
need for the license. Because an applicant must procure manufacturing and repair
manuals from third parties relating to a particular aircraft component in order
to obtain a license with respect to this component, the application process may
involve substantial cost.
The license approval processes for the Joint Aviation Authority and Civil
Aviation Administration of China are similarly stringent, involving potentially
lengthy audits conducted by these regulatory authorities.
Triumph's aviation and metals operations are also subject to a variety of
worker and community safety laws. The Occupational Safety and Health Act of 1970
mandates general requirements for safe workplaces for all employees. In
addition, OSHA provides special procedures and measures for the handling of
hazardous and toxic substances. Specific safety standards have been promulgated
for workplaces engaged in the treatment, disposal or storage of hazardous waste.
Triumph believes that its operations are in material compliance with OSHA's
health and safety requirements.
ENVIRONMENTAL MATTERS
Triumph's operations are subject to federal, state and local environmental
laws and regulation by government agencies, including the Environmental
Protection Agency. Among other matters, these regulatory authorities impose
requirements that regulate the emission, discharge, generation, management,
transportation and disposal of hazardous materials, pollutants and contaminants,
govern public and private response actions to hazardous or regulated substances
which may be or have been released to the environment, and require Triumph to
obtain and maintain licenses and permits in connection with its operations. This
extensive regulatory framework imposes significant compliance burdens and risks
on Triumph. Although management believes that Triumph's operations and its
facilities are in material compliance with these laws and regulations, future
changes in these laws, regulations or interpretations thereof or the nature of
Triumph's operations may require Triumph to make significant additional capital
expenditures to ensure compliance in the future. Triumph has resolved claims
raised in 1999 by the EPA alleging violations of the federal Clean Air Act at
one of Triumph's facilities by agreeing, among other things, to install a new
parts degreasing system at a cost of between $300,000 and $400,000 and paying
approximately $22,000 in a settlement of civil penalty claims.
8
Certain of Triumph's facilities have been or are currently the subject of
environmental remediation activities, the cost of which is subject to
indemnification provided by IKON Office Solutions pursuant to the acquisition by
Triumph of these facilities from IKON Office Solutions. One of these facilities
is connected with a site included on the National Priorities List of Superfund
sites maintained by the EPA. Another of these facilities is located on a site
included in the EPA's database of potential Superfund sites. IKON Office
Solutions' indemnification covers Triumph for losses Triumph might suffer in
connection with liabilities and obligations (and other liabilities and
obligations arising out of or in connection with the acquisition) arising under
environmental, health and safety laws with respect to operations or use of those
facilities prior to their acquisition by Triumph. More specifically, this IKON
Office Solutions' indemnification covers both (i) the costs, claims and
potential losses associated with environmental matters identified in the
purchase agreement for the acquisition as the result of environmental
assessments or other disclosures made in connection with the acquisition,
including the costs, claims and potential losses associated with all the
environmental remediation activities and identified liabilities, and (ii) the
losses connected to environmental liabilities which were not identified in the
purchase agreement and which arise from conditions or activities existing at the
facilities or operations acquired from IKON Office Solutions prior to their
acquisition from IKON Office Solutions, provided that they are identified by
Triumph to IKON Office Solutions before July 22, 2000. Some other facilities
acquired and operated by Triumph or one of its subsidiaries, including a leased
facility located on an EPA National Priorities List site, were under active
investigation for environmental contamination by federal or state agencies when
acquired, and continue to be under investigation. Triumph is indemnified by
prior operators and/or present owners of the facilities for liabilities which
Triumph incurs as a result of these investigations and the environmental
contamination found which pre-dates Triumph's acquisition of these facilities.
See "Risk Factors--Any Exposure to Environmental Liabilities May Adversely
Affect Triumph."
EMPLOYEES
As of March 31, 2000, Triumph employed approximately 2,736 persons, of whom
169 were management employees, 97 were sales and marketing personnel, 241 were
technical personnel, 251 were administrative personnel and 1,978 were production
workers. As of March 31, 2000, approximately 418 employees were subject to
collective bargaining agreements. Two of the collective bargaining agreements
will expire in the next 12 months. Triumph has not experienced any material
labor-related work stoppage and considers its relations with its employees to be
good.
RISK FACTORS
Statements in this Annual Report on Form 10-K, including those concerning
Triumph's expectations regarding the effect of industry trends on Triumph,
competitive advantages, strategies, future sales, gross profits, capital
expenditures, selling, general and administrative expenses, and cash
requirements, include forward-looking statements. Actual results may vary
materially from these expectations. Factors which could cause actual results to
differ from expectations include competition, dependence on key customers,
dependence on the aviation industry, requirements of capital, product
liabilities in excess of insurance, integration of acquired businesses,
government regulation, technological developments and obsolete inventory. For a
description of these and additional risks, see the discussion below. Triumph's
results of operations may be adversely affected by one or more of these factors.
COMPETITIVE PRESSURES MAY ADVERSELY AFFECT TRIUMPH. There are numerous
competitors of Triumph in both the aviation services and metals processing and
distribution industries. Competition in the aviation industry comes from three
primary sources: major commercial airlines, many of which operate their own
maintenance and overhaul units, OEMs, which manufacture, repair and overhaul
their own components, and other independent service companies. Triumph's
principal competitors in the metals industry include national and regional steel
mills, other steel service centers, steel erection companies and pre-engineered
building manufacturers. Some of Triumph's competitors in both aviation and
metals have substantially
9
greater financial and other resources than Triumph. Competitive pressures in
either industry may materially adversely affect Triumph's business, financial
condition or results of operations. See "Business--Competition."
FACTORS THAT ADVERSELY AFFECT THE AVIATION INDUSTRY MAY HAVE AN ADVERSE
IMPACT ON TRIUMPH. A substantial percentage of Triumph's gross profit and
operating income is derived from its Aviation Segment. Triumph's aviation
operations are focused on designing, engineering and manufacturing aircraft
components on new aircraft and performing repair and overhaul services on
existing aircraft and aircraft components; therefore, Triumph's business is
directly affected by economic factors and other trends that affect its customers
in the aviation industry, including a possible decrease in outsourcing by
aircraft operators and OEMs or projected market growth that may not materialize
or be sustainable. When these economic and other factors adversely affect the
aviation industry, they tend to reduce the overall customer demand for Triumph's
products and services, thereby decreasing Triumph's operating income. Economic
and other factors that might affect the aviation industry may have an adverse
impact on Triumph's results of operations.
LOSS OF KEY CUSTOMER COULD HAVE A MATERIAL ADVERSE EFFECT ON TRIUMPH. One
customer of Triumph, Boeing, accounted for more than 10% of Triumph's
consolidated revenues during the 12 months ended March 31, 2000, and the loss of
this customer could have a material adverse effect on Triumph. In addition, some
of Triumph's operating divisions and subsidiaries have significant customers,
the loss of whom could have an adverse effect on those businesses.
TRIUMPH MAY NEED FINANCING FOR ACQUISITIONS AND CAPITAL EXPENDITURES AND
FINANCING MAY NOT BE AVAILABLE ON TERMS ACCEPTABLE TO TRIUMPH. A key element of
Triumph's strategy has been, and continues to be, internal growth and growth
through the acquisition of additional companies engaged in the aviation
industry. In order to grow internally, Triumph will be required to make
significant capital expenditures. Triumph's ability to grow by acquisition is
dependent upon, and may be limited by, the availability of suitable acquisition
candidates and capital, and by particular restrictions contained in Triumph's
revolving credit facility and its other financing arrangements. Growth by
acquisition involves risks that could adversely affect Triumph's operating
results, including difficulties in integrating the operations and personnel of
acquired companies, the potential amortization of acquired intangible assets and
the potential loss of key employees of acquired companies. Triumph may not be
able to obtain the capital necessary to pursue its internal growth and
acquisition strategy, consummate acquisitions on satisfactory terms or, if any
acquisitions are consummated, satisfactorily integrate these acquired businesses
into Triumph. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."
CANCELLATIONS, REDUCTIONS OR DELAYS IN CUSTOMER ORDERS MAY ADVERSELY AFFECT
TRIUMPH. Triumph's overall operating results are affected by many factors,
including the timing of orders from large customers and the timing of
expenditures to manufacture parts and purchase inventory in anticipation of
future sales of products and services. A large portion of Triumph's operating
expenses are relatively fixed. Because several operating divisions and
subsidiaries of Triumph typically do not obtain long-term purchase orders or
commitments from their customers, they must anticipate the future volume of
orders based upon the historic purchasing patterns of customers and upon their
discussions with customers as to their future requirements. Cancellations,
reductions or delays in orders by a customer or group of customers could have a
material adverse effect on Triumph's business, financial condition and results
of operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."
ANY PRODUCT LIABILITY IN EXCESS OF INSURANCE MAY ADVERSELY AFFECT
TRIUMPH. Triumph's overall operations expose it to potential liability for
personal injury or death as a result of the failure of an aircraft component
that has been serviced by Triumph, the failure of an aircraft component designed
or manufactured by Triumph or the irregularity of metal products processed or
distributed by Triumph. While
10
Triumph believes that its liability insurance is adequate to protect it from
these liabilities, Triumph's insurance may not cover all liabilities.
Additionally, insurance coverage may not be available in the future at an
acceptable cost. Any material liability not covered by insurance or for which
third party indemnification is not available could have a material adverse
effect on the financial condition of Triumph. See "Legal Proceedings."
TRIUMPH MAY EXPEND SIGNIFICANT CAPITAL TO KEEP PACE WITH TECHNOLOGICAL
DEVELOPMENTS IN THE INDUSTRY. The aviation industry is constantly undergoing
development and change and, accordingly, it is likely that new products,
equipment and methods of repair and overhaul service will be introduced in the
future. In order to keep pace with any new developments, Triumph may need to
expend significant capital to purchase new equipment and machines or to train
its employees in the new methods of production and service. Triumph may not be
successful in developing new products and these capital expenditures may have a
material adverse effect on Triumph.
UNAVAILABILITY OF SKILLED PERSONNEL MAY HAVE AN ADVERSE EFFECT ON TRIUMPH'S
OPERATIONS. From time to time, some of Triumph's operating divisions and
subsidiaries have experienced difficulties in attracting and retaining skilled
personnel to design, engineer, manufacture, repair and overhaul sophisticated
aircraft components. The ability of Triumph to operate successfully could be
jeopardized if Triumph is unable to attract and retain a sufficient number of
skilled personnel.
TRIUMPH COULD EXPERIENCE HIGHER LABOR COSTS DUE TO UNIONIZED
EMPLOYEES. Several of Triumph's subsidiaries are parties to collective
bargaining agreements with labor unions. Under those agreements, Triumph
currently employs approximately 418 full-time employees, and from time to time
employs up to an additional 42 temporary employees for its steel erection
business, all of whom are members of labor unions. Currently, approximately
15.6% of Triumph's permanent employees are represented by labor unions and
approximately 25.3% of the Aviation Segment's revenues and 100% of the Metals
Segment's revenues are derived from the operating divisions and subsidiaries a
portion of whose employees are unionized. Triumph's inability to negotiate
acceptable contracts with these unions could result in strikes by the affected
workers and increased operating costs as a result of higher wages or benefits
paid to union members. If the unionized workers were to engage in a strike or
other work stoppage, or other employees were to become unionized, Triumph could
experience a significant disruption of its operations and higher ongoing labor
costs, which could have an adverse effect on Triumph's business and results of
operations.
ANY EXPOSURE TO ENVIRONMENTAL LIABILITIES MAY ADVERSELY AFFECT
TRIUMPH. Triumph's business operations and facilities are subject to a number
of federal, state and local environmental laws and regulations. Although
management believes that Triumph's operations and facilities are in material
compliance with such laws and regulations, future changes in these laws,
regulations or interpretations thereof or the nature of Triumph's operations may
require Triumph to make significant additional capital expenditures to ensure
compliance in the future. Some of Triumph's facilities have been or are
currently the subject of environmental remediation activities, the cost of which
is subject to indemnification provided by IKON Office Solutions. One of these
facilities is connected with a site included in the National Priorities List of
Superfund sites maintained by the EPA. Another of these facilities is located on
a site included in the EPA's database of potential Superfund sites. The IKON
Office Solutions' indemnification covers both (i) the costs and claims
associated with all of these environmental remediation activities and
liabilities and (ii) the cost of unidentified liabilities that arise from
conditions or activities existing at facilities prior to their acquisition from
IKON Office Solutions and that are identified before July 22, 2000. Some other
facilities acquired and operated by Triumph or one of its subsidiaries,
including a leased facility located on an EPA National Priorities List site,
have been under active investigation for environmental contamination by federal
or state agencies when acquired, and continue to be under investigation. Triumph
is indemnified by prior operators and/or present owners of the facilities for
liabilities which Triumph incurs as a result of these investigations and the
environmental contamination found which pre-dates Triumph's acquisition of these
facilities. Triumph also maintains a pollution liability policy that provides
coverage for clean-up of
11
on-site pollution conditions, defense and indemnity for third party suits,
including Superfund liability arising out of the handling, use and disposal of
hazardous materials. This program applies to all of Triumph's manufacturing and
assembly operations worldwide. However, if Triumph were required to pay the
expenses related to these environmental liabilities, these expenses could have a
material adverse effect on Triumph. See "Business--Environmental Matters."
COMPLIANCE WITH NEW OR MORE STRINGENT GOVERNMENT REGULATION MAY BE COSTLY TO
TRIUMPH. The aviation industry is highly regulated in the United States by the
FAA and in other countries by similar agencies. Triumph must be certified by the
FAA and, in some cases, by individual OEMs in order to engineer and service
parts and components used in specific aircraft models. If material
authorizations or approvals were revoked or suspended, the operations of Triumph
would be adversely affected. New and more stringent government regulations may
be adopted, or industry oversight heightened, in the future and any new
regulations, if enacted, or any industry oversight, if heightened, may have an
adverse impact on Triumph. See "Business--Government Regulation and Industry
Oversight."
TRIUMPH MAY NOT RECEIVE INCOME FROM UNSOLD INVENTORY. Triumph offers to
maintain and manage inventories of aircraft components and other products for
some of its customers. In addition, some of Triumph's customers require Triumph
to maintain and manage their inventories. If this inventory is not used by
Triumph, because Triumph ceases to supply these customers with the related
products or services or because these components or other products become
obsolete, Triumph will not realize any income to offset the expenses incurred by
Triumph to acquire and maintain this inventory.
ANY REMAINING YEAR 2000 PROBLEMS MAY DISRUPT OPERATIONS. The Year 2000
issue exists because many computer systems and applications use two-digit date
fields to designate a year. As the century date change occurs, date-sensitive
systems may recognize the year 2000 as 1900, or not at all. This inability to
recognize or properly treat the year 2000 may cause systems to process financial
and operational information incorrectly. Prior to December 31, 1999, Triumph
took steps to address the Year 2000 issue. With the implementation and
completion of the year 2000 project as scheduled, Triumph did not have any
significant interruptions in its normal operations. Likewise, Triumph's key
customers and suppliers have been able to continue to meet their obligations to
Triumph. Although unlikely, the possibility still exists that interruptions to
Triumph and/or key customer and supplier operations or business activities could
occur as a result of lingering year 2000 issues. Such interruptions, if they
were to occur, could have a material adverse impact on Triumph's results of
operations or financial condition.
ITEM 2. PROPERTIES
PROPERTIES
Triumph's executive offices are located in Wayne, Pennsylvania, where
Triumph leases 7,695 square feet of space. In addition, Triumph owns or leases
the following facilities in which its operating divisions and subsidiaries are
located:
SQUARE OWNED/
LOCATION DESCRIPTION FOOTAGE LEASED
- -------- ------------------------------------ -------- ------
AVIATION SEGMENT
Chandler, AZ........................ Thermal processing facility/office 7,000 Leased
Phoenix, AZ......................... Plasma spray facility/office 13,500 Leased
Phoenix, AZ......................... Repair and overhaul shop/office 50,000 Leased
Phoenix, AZ......................... Manufacturing facility/office 35,000 Leased
Phoenix, AZ......................... Machine shop/office 13,700 Owned
Phoenix, AZ......................... Manufacturing facility/office 54,812 Leased
12
SQUARE OWNED/
LOCATION DESCRIPTION FOOTAGE LEASED
- -------- ------------------------------------ -------- ------
Phoenix, AZ......................... Manufacturing facility/office 15,374 Leased
Phoenix, AZ......................... Office 9,598 Leased
Tempe, AZ........................... Manufacturing facility/office 13,500 Owned
Tempe, AZ........................... Machine shop 9,300 Owned
Tempe, AZ........................... Machine shop 32,100 Owned
Chatsworth, CA...................... Manufacturing facility/office 101,900 Owned
Chatsworth, CA...................... Manufacturing facility 21,600 Leased
City of Industry, CA................ Manufacturing facility/office 75,000 Leased
El Cajon, CA........................ Manufacturing facility/office 113,790 Leased
Glendale, CA........................ Instrument shop/warehouse/office 25,000 Leased
Lynwood, CA......................... Processing and finishing 59,662
facility/office Leased
Sun Valley, CA...................... Machine shop/office 30,000 Owned
Walnut, CA.......................... Manufacturing facility/office 126,000 Leased
Bloomfield, CT...................... Manufacturing facility/office 25,000 Leased
Hampshire, England.................. Repair and overhaul/office 11,915 Leased
Alfortville, France................. Manufacturing facility/office 7,500 Leased
Barcelona, Spain.................... Manufacturing facility/office 800 Leased
Ft. Lauderdale, FL.................. Instrument shop/warehouse/office 7,200 Leased
Shelbyville, IN..................... Manufacturing facility/office 192,300 Owned
Shelbyville, IN..................... Manufacturing facility/office 50,000 Owned
Wellington, KS...................... Repair and overhaul/office 65,000 Leased
Wichita, KS......................... Manufacturing facility/office 46,100 Leased
Macomb, MI.......................... Manufacturing facility/office 86,000 Leased
Grandview, MO....................... Manufacturing facility/office 80,000 Owned
Freeport, NY........................ Manufacturing 29,000
facility/office/warehouse Owned
Clemmons, NC........................ Manufacturing facility/repair/office 20,000 Owned
Albany, OR.......................... Machine shop/office 25,000 Owned
North Wales, PA..................... Manufacturing facility/office 111,400 Leased
Austin, TX.......................... Instrument shop/warehouse/office 4,500 Leased
Fort Worth, TX...................... Manufacturing facility/office 114,100 Owned
Brookfield, WI...................... Manufacturing facility/office 62,000 Leased
METALS SEGMENT
Bridgeview, IL...................... Steel processing facility/office 140,000 Leased
Chicago, IL......................... Steel distributing facility/office 135,700 Owned
Cleveland, OH....................... Steel fabrication facility/office 30,950 Leased
Plain City, OH...................... Office 2,000 Leased
13
Triumph believes that its properties are adequate to support its operations
for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
Triumph Group Operations, Inc., a wholly owned subsidiary of Triumph, has
been named as a defendant in a personal injury lawsuit currently pending in the
United States District Court for the Eastern District of Virginia, Richmond
Division, entitled JOYCE W. CHANDLER V. WESTWARD INDUSTRIES, LTD., WHITE BEAR
SALES, INC., GENUINE PARTS COMPANY T/A NAPA AUTO PARTS, THE IFH GROUP, INC.,
DELUXE TANK MFG. CO., STANT MANUFACTURING INC., AND THE TRIUMPH GROUP OPERATIONS
D/B/A DELUXE SPECIALTIES MANUFACTURING, CO. The plaintiff is seeking
$100,000,000 in damages from the named defendants. Deluxe Specialties
Manufacturing Co. has been subsequently sold by Triumph but Triumph, as seller,
has retained all liabilities related to this lawsuit. Triumph maintains product
liability insurance which it believes will cover its liability, if any, in
connection with this lawsuit.
Triumph is not presently involved in any other material legal proceedings
outside of the ordinary course of business. Triumph may in the future be named
as a defendant in lawsuits involving product defects, breach of warranty or
other actions relating to products that it manufactures or products that it
distributes that are manufactured by others. Triumph believes that its potential
exposure is adequately covered by its aviation product and general liability
insurance.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock is traded on the New York Stock Exchange under the symbol
"TGI." The following table sets forth the range of high and low prices for the
Common Stock for the periods indicated:
HIGH LOW
-------- --------
FISCAL 2000
1st Quarter............................................... 31 1/4 22 1/2
2nd Quarter............................................... 28 7/8 23 1/8
3rd Quarter............................................... 26 9/16 23 3/16
4th Quarter............................................... 33 1/2 22 3/4
FISCAL 1999
1st Quarter............................................... 50 7/8 39 3/4
2nd Quarter............................................... 47 11/16 27 1/16
3rd Quarter............................................... 34 7/8 24
4th Quarter............................................... 35 1/8 23 1/2
As of May 31, 2000, the reported closing price for the Common Stock was
$28.00. As of May 31, 2000, there were approximately 41 holders of record of the
Common Stock and Triumph believes that its Common Stock was beneficially owned
by 2,186 persons.
Triumph has never declared or paid cash dividends on any class of its Common
Stock and does not anticipate paying any cash dividends in the foreseeable
future. Triumph currently intends to retain its earnings, if any, and reinvest
them in the development of its business. Triumph's credit facility and Triumph's
10.5% subordinated promissory note and payment in kind notes issued pursuant
thereto in the aggregate principal amount of approximately $8.388 million
payable to Teleflex Incorporated prohibit Triumph from paying dividends or
making any distributions on its capital stock, except for the payment of stock
dividends and redemptions of an employee's shares of capital stock upon
termination of employment.
15
ITEM 6. SELECTED FINANCIAL DATA
The following selected historical financial data should be read in
conjunction with the Consolidated Financial Statements and related Notes thereto
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included herein.
IN THOUSANDS, EXCEPT PER SHARE DATA
----------------------------------------------------
YEARS ENDED MARCH 31,
----------------------------------------------------
1996(1) 1997(2) 1998(3) 1999(4) 2000(5)
-------- -------- -------- -------- --------
HISTORICAL OPERATING DATA:
Aviation Segment
Net sales........................................ $100,166 $167,731 $242,317 $328,577 $368,614
Cost of products sold............................ 70,643 110,932 164,978 220,002 244,290
-------- -------- -------- -------- --------
Gross profit..................................... 29,523 56,799 77,339 108,575 124,324
Selling, general and administrative.............. 12,915 24,228 29,611 36,652 43,185
Depreciation and amortization.................... 2,513 5,066 7,991 13,301 18,630
-------- -------- -------- -------- --------
Operating income, before corporate expense(6).... 14,095 27,505 39,737 58,622 62,509
Metals Segment
Net sales........................................ 86,608 82,747 87,141 71,531 73,085
Cost of products sold............................ 69,097 65,118 68,333 55,018 56,692
-------- -------- -------- -------- --------
Gross profit..................................... 17,511 17,629 18,808 16,513 16,393
Selling, general and administrative.............. 11,874 12,177 12,225 11,037 11,168
Depreciation and amortization.................... 999 979 1,100 1,036 1,054
-------- -------- -------- -------- --------
Operating income, before corporate expense(6).... 4,638 4,473 5,483 4,440 4,171
-------- -------- -------- -------- --------
Combined operating income, before corporate
expense and special charge..................... 18,733 31,978 45,220 63,062 66,680
Corporate expense(7)............................. 2,522 4,371 3,944 4,490 4,273
Special charge................................... -- -- -- -- 734
Interest expense and other....................... 7,318 6,591 3,963 5,144 9,521
Gain on sale of assets........................... -- -- (2,250) -- --
-------- -------- -------- -------- --------
Income from continuing operations, before income
taxes and extra-ordinary items................. 8,893 21,016 39,563 53,428 52,152
Income tax expense............................... 3,699 8,461 15,561 20,281 17,550
-------- -------- -------- -------- --------
Income from continuing operations, before
extraordinary items............................ 5,194 12,555 24,002 33,147 34,602
Extraordinary (loss) gain, net of income taxes... -- (1,478) 610 -- --
Income from discontinued operations.............. 4,496 -- -- -- --
-------- -------- -------- -------- --------
Net income....................................... $ 9,690 $ 11,077 $ 24,612 $ 33,147 $ 34,602
======== ======== ======== ======== ========
Preferred stock dividends and accretion............ (740) (460) -- -- --
Redemption of preferred stock...................... -- (1,746) -- -- --
-------- -------- -------- -------- --------
Income available to common stockholders............ $ 8,950 $ 8,871 $ 24,612 $ 33,147 $ 34,602
======== ======== ======== ======== ========
EARNINGS PER SHARE:
Income from continuing operations, before
extraordinary items:
Basic.......................................... $ 0.76 $ 1.39 $ 2.29 $ 2.79 $ 2.96
Diluted........................................ 0.68 1.27 2.14 $ 2.62 $ 2.79
Shares used in computing earnings per share:
Basic.......................................... 5,850 7,447 10,485 11,896 11,689
Diluted........................................ 6,514 8,146 11,231 12,646 12,397
16
IN THOUSANDS, EXCEPT PER SHARE DATA
----------------------------------------------------
YEARS ENDED MARCH 31,
----------------------------------------------------
1996(1) 1997(2) 1998(3) 1999(4) 2000(5)
-------- -------- -------- -------- --------
BALANCE SHEET DATA:
Working capital........................... $ 60,379 $ 56,288 $ 92,171 $ 93,457 $124,287
Total assets.............................. 161,406 171,315 301,445 428,857 506,931
Long-term debt, including current
portion................................. 98,769 24,392 34,498 93,008 138,808
Redeemable preferred stock................ 2,652 -- -- -- --
Total stockholders' equity................ 15,065 91,413 182,879 214,777 244,370
- ------------------------
(1) Results include the acquisitions of Triumph Controls, Inc. and Air
Lab, Inc. from the date of each respective acquisition.
(2) Results include the acquisition of Advanced Materials Technologies, Inc.
from the date of acquisition.
(3) Results include the acquisitions of JDC Company, Hydro-Mill Co.,
Stolper-Fabralloy Company and Frisby Aerospace, Inc. from the date of each
respective acquisition, and the sales of Air Lab, Inc. and Deluxe
Specialties Mfg., Co. See Note 3 to the Consolidated Financial Statements.
(4) Results include the acquisitions of Nu-Tech Industries, Inc., DG
Industries, Inc., DV Industries, Inc., Triumph Air Repair (Europe) Ltd., HTD
Aerospace, Inc. and Triumph Precision, Inc. from the date of each respective
acquisition. See Note 3 to the Consolidated Financial Statements.
(5) Results include the acquisitions of Ralee Engineering Company, Construction
Brevitees d'Alfortville, Lee Aerospace, Inc. and Triumph Components-San
Diego, Inc. from the date of each respective acquistion. See Note 3 to the
Consolidated Financial Statements.
(6) Operating income, before corporate expense, is presented by group to assist
the reader in evaluating each of the group's results of operations before
financing and corporate expenses.
(7) Corporate expenses primarily consist of compensation, rent and general costs
related to the operation of the Company's corporate office and other general
expenses of the Company including professional fees.
17
ITEM 7. 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.)
FISCAL YEAR ENDED MARCH 31, 2000 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1999
AVIATION SEGMENT
NET SALES. Net sales for the Aviation segment increased by $40.0 million,
or 12.2%, to $368.6 million for fiscal 2000 from $328.6 million for fiscal 1999.
This increase was primarily due to the inclusion of an aggregate of
$81.8 million and $27.2 million in net sales for Nu-Tech Industries, Inc., DG
Industries, Inc., DV Industries, Inc., Triumph Air Repair (Europe) Ltd., HTD
Aerospace, Inc. and Triumph Precision, Inc., (collectively, the "1999
Acquisitions") and Ralee Engineering Company, Construction Brevitees
d'Alfortville, Lee Aerospace, Inc. and Triumph Components-San Diego, Inc.,
(collectively, the "2000 Acquisitions") in fiscal 2000 and fiscal 1999,
respectively.
Net sales for the other operating divisions and subsidiaries in the Aviation
segment experienced a 4.8% decrease, totaling $14.6 million, from the prior
year. The decline in sales was due to slowdowns in the production rates of
certain Boeing commercial airplane programs, specifically the 737 Classic, 747
and 777, as well as the effects from Boeing working off excess inventory for
these programs, slightly offset by an increase in the production rate of the 737
New Generation and increases in sales related to the C-17 and E-2C military
aircraft programs.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Aviation segment
increased by $24.3 million, or 11.0%, to $244.3 million for fiscal 2000 from
$220.0 million for fiscal 1999. This increase was primarily due to the inclusion
of $49.8 million and $15.8 million in fiscal 2000 and fiscal 1999, respectively,
of costs of products sold associated with net sales generated by the 1999
Acquisitions and the 2000 Acquisitions and a $1.0 million charge for inventory
due to discontinuance of certain product lines. Costs of products sold for the
other operating divisions and subsidiaries in the Aviation segment decreased
$10.7 million, or 5.3%, mainly due to the decline in shipments for Boeing
commercial airplane programs discussed above.
GROSS PROFIT. Gross profit for the Aviation segment increased by
$15.7 million, or 14.5%, to $124.3 million for fiscal 2000 from $108.6 million
for fiscal 1999. This increase was primarily due to the inclusion of
$32.0 million and $11.4 million in fiscal 2000 and 1999, respectively, of gross
profit on the net sales generated by the 1999 Acquisitions and the 2000
Acquisitions. The remaining net decrease of $4.8 million was due to the reasons
discussed above. As a percentage of net sales, gross profit for the Aviation
segment was 33.7% and 33.0% for fiscal 2000 and fiscal 1999, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Aviation segment increased by $6.5 million, or
17.8%, to $43.2 million for fiscal 2000 from $36.7 million for fiscal 1999,
primarily due to the 1999 Acquisitions and the 2000 Acquisitions.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Aviation segment increased by $5.3 million, or 40.1%, to $18.6 million for
fiscal 2000 from $13.3 million for fiscal 1999, primarily due to the assets
acquired in connection with the 1999 Acquisitions and the 2000 Acquisitions.
OPERATING INCOME. Operating income for the Aviation segment excluding its
portion of the special charge recorded in the third quarter, increased by
$3.9 million, or 6.6%, to $62.5 million for fiscal 2000 from $58.6 million for
fiscal 1999. This increase was due to the addition of net sales and profits
generated by the 1999 Acquisitions and the 2000 Acquisitions, offset by a
decrease in operating profit generated by the other divisions and subsidiaries
in the Aviation segment mainly due to the decline in production rates in the
Boeing commercial airplane programs discussed above and the effects of Boeing
working off excess inventory. As a percentage of net sales, operating income for
the Aviation segment was 17.0% and 17.8% for fiscal 2000 and fiscal 1999,
respectively.
18
METALS SEGMENT
NET SALES. Net sales for the Metals segment increased by $1.6 million, or
2.2%, to $73.1 million for fiscal 2000 from $71.5 million for fiscal 1999. This
increase was mainly due to an increase in activity at the Company's structural
steel erection operation.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Metals segment
increased by $1.7 million, or 3.0%, to $56.7 million for fiscal 2000 from
$55.0 million for fiscal 1999. This increase was mainly due to the increase in
activity at the Company's structural steel erection operation and the effect of
a one-time reduction in the prior year due to lower raw material prices.
GROSS PROFIT. Gross profit for the Metals segment decreased by
$0.1 million, or 0.7%, to $16.4 million for fiscal 2000 from $16.5 million for
fiscal 1999, due to the reasons discussed above. As a percentage of net sales,
gross profit for the Metals segment was 22.4% and 23.1% for fiscal 2000 and
fiscal 1999, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Metals segment increased by $0.1 million, or
1.2%, to $11.2 million for fiscal 2000 from $11.0 million for fiscal 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the Metals
segment increased by $0.1 million, or 1.7%, to $1.1 million for fiscal 2000 from
$1.0 million for fiscal 1999.
OPERATING INCOME. Operating income for the Metals segment, excluding its
portion of the special charge recorded in the third quarter, decreased by
$0.3 million, or 6.1%, to $4.2 million, for fiscal 2000 from $4.4 million for
fiscal 1999, due to the reasons discussed above. As a percentage of net sales,
operating income for the Metals segment was 5.7% and 6.2% for fiscal 2000 and
fiscal 1999, respectively.
OVERALL RESULTS
CORPORATE EXPENSES. Corporate expenses decreased by $0.2 million, or 4.8%,
to $4.3 million for fiscal 2000 from $4.5 million for fiscal 1999.
SPECIAL CHARGE. During fiscal 2000, the Company announced a realignment of
reporting responsibilities. As a result of the realignment, the Company recorded
a pre-tax charge of $0.7 million, primarily related to severance for three
employees. Through March 31, 2000, $0.5 million has been paid.
INTEREST EXPENSE AND OTHER. Interest expense and other increased by
$4.4 million, or 85.1%, to $9.5 million for fiscal 2000 from $5.1 million for
fiscal 1999. This increase was primarily due to increased debt levels associated
with the 1999 Acquisitions and the 2000 Acquisitions, the cash portions of which
were financed by borrowings under the Company's credit agreement, as well as a
slightly higher rate on and amortization of fees relating to the Company's
amended and restated Credit Facility.
INCOME TAX EXPENSE. The effective tax rate was 33.7% for fiscal 2000 and
38.0% for fiscal 1999.
NET INCOME. Net income increased by $1.5 million, or 4.4%, to
$34.6 million for fiscal 2000 from $33.1 million for fiscal 1999. The increase
in fiscal 2000 net income was primarily attributable to the 1999 Acquisitions
and the 2000 Acquisitions and the change in the effective tax rate, partially
offset by the special charge and the reduced earnings of the remaining Aviation
segment operating units due to the decline in shipments for Boeing commercial
airplane programs discussed above.
19
FISCAL YEAR ENDED MARCH 31, 1999 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1998
AVIATION SEGMENT
NET SALES. Net sales for the Aviation segment increased by $86.3 million,
or 35.6%, to $328.6 million for fiscal 1999 from $242.3 million for fiscal 1998.
This increase was primarily due to the inclusion of an aggregate of
$128.8 million and $44.4 million in net sales for JDC Company, Hydro-Mill Co.,
Stolper-Fabralloy Company and Frisby Aerospace, Inc., (collectively, the "1998
Acquisitions,") and the 1999 Acquisitions in fiscal year 1999 and fiscal 1998,
respectively. The increase is partially offset by a reduction in sales due to
the sale of the Company's Air Lab division ("Air Lab") in the second quarter of
fiscal 1998. Air Lab had sales of $2.1 million for the year ended March 31,
1998.
Increased demand for overhaul and repair services from the commercial
airlines and cargo carriers, as well as increased orders of aircraft components
from OEMs, accounted for the increase in net sales in the Aviation segment.
COSTS OF PRODUCTS SOLD. Costs of products sold for the Aviation segment
increased by $55.0 million, or 33.4%, to $220.0 million for fiscal 1999 from
$165.0 million for fiscal 1998. This increase was primarily due to the inclusion
of $85.6 million and $31.2 million in fiscal 1999 and fiscal 1998, respectively,
of costs of products sold associated with net sales generated by the 1998
Acquisitions and the 1999 Acquisitions. The remaining increase is associated
with the increase in net sales of the remaining operating divisions and
subsidiaries in the Aviation segment, offset by a reduction of $1.5 million due
to the sale of Air Lab.
GROSS PROFIT. Gross profit for the Aviation segment increased by
$31.2 million, or 40.4%, to $108.6 million for fiscal 1999 from $77.3 million
for fiscal 1998. This increase was primarily due to the inclusion of
$43.3 million and $13.2 million in fiscal 1999 and 1998, respectively, of gross
profit on the net sales generated by the 1998 Acquisitions and the 1999
Acquisitions. The remaining increase was generated on the increased sales volume
of the other operating divisions and subsidiaries in the Aviation segment. As a
percentage of net sales, gross profit for the Aviation segment was 33.0% and
31.9% for fiscal 1999 and fiscal 1998, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Aviation segment increased by $7.0 million, or
23.8%, to $36.7 million for fiscal 1999 from $29.6 million for fiscal 1998,
primarily due to the 1998 Acquisitions and the 1999 Acquisitions.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
Aviation segment increased by $5.3 million, or 66.4%, to $13.3 million for
fiscal 1999 from $8.0 million for fiscal 1998, primarily due to the assets
acquired in connection with the 1998 Acquisitions and the 1999 Acquisitions.
OPERATING INCOME. Operating income for the Aviation segment increased by
$18.9 million, or 47.5%, to $58.6 million for fiscal 1999 from $39.7 million,
excluding the $1.3 million gain on the sale of Air Lab, for fiscal 1998. This
increase was assisted by the growth in aircraft production and the increased
outsourcing of repair and overhaul services by commercial aircraft operators.
This increase was also due to the addition of net sales and profits generated by
the 1998 Acquisitions and the 1999 Acquisitions, as well as the incremental
operating income resulting from increased sales volume. As a percentage of net
sales, operating income for the Aviation segment was 17.8% and 16.4% for fiscal
1999 and fiscal 1998, respectively.
METALS SEGMENT
NET SALES. Net sales for the Metals segment decreased by $15.6 million, or
17.9%, to $71.5 million for fiscal 1999 from $87.1 million for fiscal 1998. This
decrease was primarily due to the sale of the assets of the Company's Deluxe
Specialties Mfg. division ("Deluxe") at the end of fiscal 1998. Deluxe had sales
of $10.8 million for fiscal 1998.
20
COSTS OF PRODUCTS SOLD. Costs of products sold for the Metals segment
decreased by $13.3 million, or 19.5%, to $55.0 million for fiscal 1999 from
$68.3 million for fiscal 1998. This decrease was primarily due to lower raw
material prices and the sale of Deluxe. Deluxe had $8.2 million of cost of
products sold in fiscal 1998.
GROSS PROFIT. Gross profit for the Metals segment decreased by
$2.3 million, or 12.2%, to $16.5 million for fiscal 1999 from $18.8 million for
fiscal 1998, due to the reasons discussed above. As a percentage of net sales,
gross profit for the Metals segment was 23.1% and 21.6% for fiscal 1999 and
fiscal 1998, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the Metals segment decreased by $1.2 million, or
9.7%, to $11.0 million for fiscal 1999 from $12.2 million for fiscal 1998,
mainly due to the sale of Deluxe.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the Metals
segment decreased by $0.1 million, or 5.8%, to $1.0 million for fiscal 1999 from
$1.1 million for fiscal 1998.
OPERATING INCOME. Operating income for the Metals segment decreased by
$1.0 million, or 19.0%, to $4.4 million, for fiscal 1999 from $5.5 million for
fiscal 1998, excluding the $1.0 million gain on the sale of Deluxe, due to the
reasons discussed above. As a percentage of net sales, operating income for the
Metals segment was 6.2% and 6.3% for fiscal 1999 and fiscal 1998, respectively.
OVERALL RESULTS
CORPORATE EXPENSES. Corporate expenses increased by $0.5 million, or 13.8%,
to $4.5 million for fiscal 1999 from $3.9 million for fiscal 1998.
INTEREST EXPENSE AND OTHER. Interest expense and other increased by
$1.2 million, or 29.8%, to $5.1 million for fiscal 1999 from $4.0 million for
fiscal 1998. This increase was primarily due to increased debt levels associated
with the 1998 Acquisitions and the 1999 Acquisitions, the cash portions of which
were financed by borrowings under the Company's credit agreement, partially
offset by the application of the proceeds from the public offering of the
Company's Common stock and the proceeds from the sales of Air Lab and Deluxe.
INCOME TAX EXPENSE. The effective tax rate was 38.0% for fiscal 1999 and
39.3% for fiscal 1998.
NET INCOME. Net income increased by $8.5 million, or 34.7%, to
$33.1 million for fiscal 1999 from $24.6 million for fiscal 1998. Excluding an
extraordinary gain of $0.6 million (net of tax of $0.4 million) recognized in
the second quarter of 1998 that relates to a discount realized on the prepayment
of a subordinated note payable to IKON Office Solutions, Inc. (formerly Alco
Standard Corporation) and the gains on the sales of the Air Lab assets
(after-tax gain of $0.8 million) and the Deluxe assets (after-tax gain of
$0.6 million), both in the prior year, net income increased by $10.5 million or
46.4%. The increase in fiscal 1999 net income was primarily attributable to the
1998 Acquisitions and the 1999 Acquisitions and the increase in income for the
Aviation segment as a whole.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital needs are generally funded through cash flows
from operations and borrowings under its credit arrangements. The Company
generated approximately $36.7 million of cash flows from operating activities
for the year ended March 31, 2000. The Company used approximately $58.6 million
in investing activities, and raised $23.3 million in financing activities for
the year ended March 31, 2000.
On June 11, 1999, the Company amended and restated its former revolving
credit facility with its lenders to increase the credit facility to
$250.0 million from $125.0 million, extend the term and amend
21
certain terms and covenants of the new Credit Facility. The Credit Facility
bears interest at either LIBOR plus between 0.75% and 1.75% or the prime rate
(or the Federal Funds rate plus 0.5% if greater) at the option of the Company
and expires on June 13, 2004. The variation in the interest rate is based upon
the Company's ratio of total indebtedness to earnings before interest, taxes,
depreciation and amortization. In addition, the Company is required to pay a
commitment fee of between 0.175% and 0.375% on the unused portion of the Credit
Facility without penalty. The Company may allocate up to $5.0 million of the
available Credit Facility for the issuance of letters of credit. As of
March 31, 2000, $141.4 million was available under the Credit Facility. On
March 31, 2000, an aggregate amount of approximately $107.2 million was
outstanding under the Credit Facility, $105.0 million of which was accruing
interest at LIBOR plus applicable basis points totaling 7.0% per annum, and
$2.2 million of which was accruing interest at the prime rate of 9.0% per annum.
Amounts repaid under the Credit Facility may be reborrowed.
In July 1997, the Company entered into a $10.0 million discretionary line of
credit ("Line of Credit"). The Line of Credit bears interest at the current rate
offered by the lender. Borrowings under the Line of Credit are payable on the
last day of the applicable interest period or on demand. The Line of Credit has
no established expiration date. No amount was outstanding on the Line of Credit
as of March 31, 2000.
On May 5, 1997, the Company entered into a loan agreement with the City of
Shelbyville, Indiana related to the City of Shelbyville, Indiana Adjustable Rate
Economic Development Revenue Bonds, Series 1997 (the "Bonds"). The proceeds of
the Bonds of $5.0 million are being used to fund the expansion of the Company's
K-T Corporation facility. The Bonds are due to mature on May 1, 2012 and are
secured by an irrevocable letter of credit issued by PNC Bank, N.A.. The Bonds
bear interest at a variable weekly rate. At March 31, 2000, the interest rate of
the Bonds was 4.1%.
Capital expenditures were approximately $14.7 million for the year ended
March 31, 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.
In fiscal 2000, the Company acquired all of the outstanding stock of Ralee
Engineering Company, Construction Brevitees d'Alfortville, and Lee
Aerospace, Inc. and acquired substantially all of the assets of KT Aerofab, now
operated by the Company as Triumph Components-San Diego, Inc. The combined cash
portion of the purchase prices paid at closing, net of cash acquired, for these
companies of approximately $26.9 million was funded by borrowings under the
Company's Credit Facility. In connection with the Ralee acquisition, the Company
assumed $8.7 million of capital leases for equipment with interest rates ranging
from 7.1% to 10.2%, maturing between September 2003 and August 2005. Also, in
connection with the CBA and Lee acquisitions, the Company assumed $6.0 million
of seller financing, $4.7 million of which accrues interest at 7% and
$1.4 million of which accrues interest at the one-year Eurobor plus 1%, which
totaled 5.0% at March 31, 2000, $0.8 million of an Industrial Revenue Bond which
accrues interest at 7.15% through January 2005 and at the one-year Treasury plus
2.75% thereafter, and $0.3 million of other debt.
In fiscal 1999, the Company acquired all of the outstanding stock of
Nu-Tech, DG and DV and substantially all of the assets of Triumph Air Repair
(Europe), HTD and Triumph Precision. The combined cash purchase price for these
acquisitions was $69.0 million which was funded by borrowings under the
Company's Credit Facility.
In April 2000, the Company acquired all of the outstanding stock of ACR
Industries, Inc. ("ACR"). In May 2000, the Company acquired certain assets from
the Anadite California Restoration Trust ("Anadite Assets"). ACR, located in
Macomb, Michigan, is a leading manufacturer of complex geared assemblies
including gas turbine jet engine gearboxes, helicopter transmissions, geared
systems for fixed winged aircraft and other related components. The Anadite
Assets provide anodizing, chemical film coating, phosphate flouride coating,
passivation, liquid penetrant inspection, hardness testing, conductivity
testing,
22
thermal optical properties testing and painting to the aerospace industry. The
combined cash paid at closing of approximately $54.6 million was funded by
borrowings under the Company's Credit Facility.
In December 1998, the Company announced that its Board of Directors
authorized the repurchase of up to 500,000 shares of its Common stock, subject
to market conditions. Repurchases may be made from time to time in open market
transactions, block purchases, privately negotiated transactions or otherwise at
prevailing prices. No time limit has been set for completion of the program. The
Company's Board of Directors believes that at the price levels prevailing at the
time of the authorization, the repurchase of the Company's Common stock
presented an excellent investment opportunity. During fiscal 1999 the Company
purchased 52,700 shares of its Common stock, for total cash consideration of
$1.3 million. During fiscal 2000, the Company purchased 191,500 shares of its
Common stock for total cash consideration of $4.6 million. The purchases were
funded by borrowings under the Company's Credit Facility.
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.
YEAR 2000 DATE CONVERSION
The Company recognized the need to ensure that its business operations would
not be adversely affected by the calendar year 2000 date change and was
cognizant of the time sensitive nature of the problem. The Company's operating
units assessed how each may be impacted by Year 2000 and formulated and
commenced implementation of a comprehensive plan to address all known aspects of
the Year 2000 problem: information systems, production and facilities equipment,
suppliers and customers. The Company's operating units made inquiries of
customers and suppliers to assess their Year 2000 readiness. The operating units
also tested information technology ("IT") systems, as well as non-IT systems,
and verified that vendor-supplied or outsourced systems would be Year 2000
compliant.
The Company has not separately tracked its Year 2000 costs as a project, but
rather has incurred the costs in conjunction with normal sustaining activities.
The discretely identifiable costs incurred through March 31, 2000 of completing
the Company's Year 2000 assessment and of modifying its computer software and
hardware, as well as its production and facilities equipment, to be Year 2000
compliant were approximately $1.0 million.
The Company has not experienced any material Year 2000 compliance problems
to date and, to the Company's knowledge, none of its significant vendors,
service providers, or customers have suffered material problems related to Year
2000 compliance that the Company believes are likely to materially adversely
affect the Company. The Company continues to monitor its Year 2000 program for
unexpected issues that could possibly still develop. The Year 2000 problem has
many aspects and potential consequences, some of which are not reasonably
foreseeable, and there can be no assurance that unforeseen consequences will not
arise.
MARKET RISK
The principal market risk to which the Company is exposed is changes in
interest rates on debt instruments. The Company manages its exposure to changes
in interest rate fluctuations by optimizing the use of fixed and variable rate
debt. The information below summarizes the Company's market risks associated
with debt obligations and should be read in conjunction with Note 6 of the
Consolidated Financial Statements.
23
The following table presents principal cash flows and the related interest
rates by year of maturity. Fixed interest rates disclosed represent the weighted
average rate as of March 31, 2000. Variable interest rates disclosed fluctuate
with the LIBOR, federal funds rates and other weekly rates and represent the
weighted average rate at March 31, 2000.
EXPECTED YEARS OF MATURITY
(DOLLARS IN 000S)
2001 2002 2003 2004 2005 THEREAFTER TOTAL
-------- -------- -------- -------- -------- ---------- --------
Long-term debt, including current portion:
Fixed rate($)................................ 2,743 1,958 7,947 4,481 168 531 17,828
Weighted average interest rate(%)............ 7.00 7.01 8.89 10.36 7.15 10.5
Variable rate($)............................. 728 704 704 648 107,539 2,996 113,319
Weighted average interest rate(%)............ 4.71 4.66 4.66 4.61 7.04 4.62
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to the Company's
future operations and prospects, including statements that are based on current
projections and expectations about the markets in which the Company operates,
and management's beliefs concerning future performance and capital requirements
based upon current available information. Such statements are based on
management's beliefs as well as assumptions made by and information currently
available to management. When used in this document, words like "may", "might",
"will", "expect", "anticipate", "believe", "potential", and similar expressions
are intended to identify forward-looking statements. Actual results could differ
materially from management's current expectations and there can be no assurance
that additional capital will not be required or that additional capital, if
required, will be available on reasonable terms, if at all, at such times and in
such amounts as may be needed by the Company. In addition to these factors,
among other factors that could cause actual results to differ materially are
uncertainties relating to the integration of acquired businesses, general
economic conditions affecting the Company's two business segments, dependence of
certain of the Company's businesses on certain key customers as well as
competitive factors relating to the aviation and metals industries. For a more
detailed discussion of these and other factors affecting the Company, see the
risk factors described in the Company's Annual Report on Form 10-K for the year
ended March 31, 2000.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See discussion in Item 7.
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Triumph Group, Inc.
We have audited the accompanying consolidated balance sheets of Triumph
Group, Inc. as of March 31, 2000 and 1999, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended March 31, 2000. Our audits also included the financial
statement schedule listed in the index at Item 14(a). These financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Triumph Group, Inc. at March 31, 2000 and 1999, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended March 31, 2000, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
April 21, 2000,
except for Note 18, as to which
the date is May 31, 2000
25
TRIUMPH GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
MARCH 31,
-------------------
1999 2000
-------- --------
ASSETS
Current assets:
Cash...................................................... $ 4,953 $ 6,279
Accounts receivable, less allowance for doubtful accounts
of $1,907 and $2,509.................................... 65,613 78,960
Inventories............................................... 104,771 123,750
Prepaid expenses and other................................ 2,473 4,730
Deferred income taxes..................................... 2,408 --
-------- --------
Total current assets........................................ 180,218 213,719
Property and equipment, net................................. 107,123 122,787
Excess of cost over net assets acquired, net................ 124,667 144,027
Intangible assets and other, net............................ 16,849 26,398
-------- --------
Total assets............................................ $428,857 $506,931
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 33,894 $ 34,996
Accrued expenses.......................................... 47,263 45,316
Income taxes payable...................................... 4,453 2,899
Deferred income taxes..................................... -- 1,365
Current portion of long-term debt......................... 1,151 4,856
-------- --------
Total current liabilities............................... 86,761 89,432
Long-term debt, less current portion........................ 91,857 133,952
Deferred income taxes and other............................. 35,462 39,177
Stockholders' equity:
Common stock, $.001 par value, 50,000,000 shares
authorized, 8,551,786 shares issued..................... 9 9
Class D common stock convertible, $.001 par value,
6,000,000 shares authorized, 3,348,535 shares issued and
outstanding............................................. 3 3
Capital in excess of par value.............................. 135,418 135,418
Treasury stock, at cost, 52,700 and 229,175 shares.......... (1,336) (5,580)
Accumulated other comprehensive loss........................ -- (684)
Retained earnings........................................... 80,683 115,204
-------- --------
Total stockholders' equity................................ 214,777 244,370
-------- --------
Total liabilities and stockholders' equity.............. $428,857 $506,931
======== ========
See notes to consolidated financial statements.
26
TRIUMPH GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED MARCH 31,
------------------------------
1998 1999 2000
-------- -------- --------
Net sales................................................... $329,458 $400,108 $441,699
Operating costs and expenses:
Cost of products sold..................................... 233,311 275,020 300,982
Selling, general and administrative....................... 45,723 52,130 58,573
Depreciation and amortization............................. 9,148 14,386 19,737
Special Charge............................................ -- -- 734
Gain on sale of businesses................................ (2,250) -- --
-------- -------- --------
285,932 341,536 380,026
-------- -------- --------
Operating income............................................ 43,526 58,572 61,673
Interest expense and other.................................. 3,963 5,144 9,521
-------- -------- --------
Income before income taxes and extraordinary gain........... 39,563 53,428 52,152
Income tax expense.......................................... 15,561 20,281 17,550
-------- -------- --------
Income before extraordinary gain............................ 24,002 33,147 34,602
Extraordinary gain, net of income taxes..................... 610 -- --
-------- -------- --------
Net income.................................................. $ 24,612 $ 33,147 $ 34,602
======== ======== ========
Earnings Per Share--Basic:
Income before extraordinary gain.......................... $ 2.29 $ 2.79 $ 2.96
Extraordinary gain, net of income taxes................... 0.06 -- --
-------- -------- --------
Net income................................................ $ 2.35 $ 2.79 $ 2.96
======== ======== ========
Weighted average common shares outstanding--Basic........... 10,485 11,896 11,689
======== ======== ========
Earnings Per Share--Assuming Dilution:
Income before extraordinary gain.......................... $ 2.14 $ 2.62 $ 2.79
Extraordinary gain, net of income taxes................... 0.05 -- --
-------- -------- --------
Net income................................................ $ 2.19 $ 2.62 $ 2.79
======== ======== ========
Weighted average common shares outstanding--
Assuming Dilution......................................... 11,231 12,646 12,397
======== ======== ========
See notes to consolidated financial statements.
27
TRIUMPH GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
ACCUMULATED
COMMON CAPITAL IN OTHER
STOCK EXCESS OF TREASURY COMPREHENSIVE RETAINED
ALL CLASSES PAR VALUE STOCK LOSS EARNINGS TOTAL
----------- ---------- -------- ------------- -------- --------
Balance at March 31, 1997............ $10 $ 68,479 $ -- $ -- $ 22,924 $ 91,413
Net income (1)..................... 24,612 24,612
Issuance of 2,143,945 shares of
common stock in public offering
(net of $400 issuance costs)..... 2 66,810 66,812
Exercise of options to purchase
common stock..................... 42 42
--- -------- ------- ----- -------- --------
Balance at March 31, 1998............ 12 135,331 -- -- 47,536 182,879
Net income (1)..................... 33,147 33,147
Exercise of options to purchase
common stock..................... 87 87
Purchase of 52,700 shares of common
stock............................ (1,336) (1,336)
--- -------- ------- ----- -------- --------
Balance at March 31, 1999............ 12 135,418 (1,336) -- 80,683 214,777
Comprehensive income
Net income....................... 34,602 34,602
Other comprehensive loss:
Foreign currency translation
adjustment................... (684) (684)
--------
Total comprehensive income......... 33,918
--------
Exercise of options to purchase
common stock..................... 367 (81) 286
Purchase of 191,500 shares of
common stock..................... (4,611) (4,611)
--- -------- ------- ----- -------- --------
Balance at March 31, 2000............ $12 $135,418 $(5,580) $(684) $115,204 $244,370
=== ======== ======= ===== ======== ========
- ------------------------
(1) equals comprehensive income for the year.
See notes to consolidated financial statements.
28
TRIUMPH GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
YEAR ENDED MARCH 31,
------------------------------
1998 1999 2000
-------- -------- --------
Operating Activities
Net income.................................................. $24,612 $33,147 $34,602
Adjustments to reconcile net income to net cash provided by
operating activities:
Gain on sale of businesses................................ (2,250) -- --
Gain on early extinguishment of debt...................... (1,000) -- --
Depreciation and amortization............................. 9,148 14,386 19,737
Other amortization included in interest expense........... 139 137 260
Provision for doubtful accounts receivable................ 173 508 499
Provision for deferred income taxes....................... 3,555 2,339 4,362
Interest on subordinated and junior subordinated
promissory notes paid by issuance of additional notes... 758 803 905
Changes in other current assets and liabilities, excluding
the effects of acquisitions and dispositions............ (20,340) (17,228) (24,037)
Other..................................................... (1,216) 104 332
------- ------- -------
Net cash provided by operating activities................... 13,579 34,196 36,660
------- ------- -------
Investing Activities
Capital expenditures, net................................... (14,220) (19,489) (14,736)
Proceeds from sale of assets................................ -- 7,767 5,815
Cash proceeds from sale of businesses....................... 11,572 -- --
Cash used for businesses acquired........................... (80,708) (69,021) (49,677)
------- ------- -------
Net cash used in investing activities....................... (83,356) (80,743) (58,598)
------- ------- -------
Financing Activities
Net proceeds from common stock offering..................... 66,812 -- --
Net increase in revolving credit facility................... 9,013 58,375 31,109
Purchase of treasury stock.................................. -- (1,336) (4,611)
Proceeds from exercise of stock options..................... 42 87 286
Proceeds from issuance of long-term debt.................... 5,000 -- 90
Retirement of long-term debt................................ (7,000) (8,585) --
Repayment of debt and capital lease obligations............. (423) (1,658) (2,622)
Payment of deferred financing cost.......................... (18) (25) (988)
------- ------- -------
Net cash provided by financing activities................... 73,426 46,858 23,264
------- ------- -------
Net change in cash.......................................... 3,649 311 1,326
Cash at beginning of year................................... 993 4,642 4,953
------- ------- -------
Cash at end of year......................................... $ 4,642 $ 4,953 $ 6,279
======= ======= =======
See notes to consolidated financial statements.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1. BASIS OF PRESENTATION
Triumph Group, Inc. ("Triumph") is a Delaware corporation which, through its
operating subsidiaries, is engaged in aviation services and metals converting
and distribution.
The accompanying consolidated financial statements include the accounts of
Triumph and its subsidiaries (collectively, the "Company"). Intercompany
accounts and transactions have been eliminated from the consolidated financial
statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Triumph'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. Triumph'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. The Company's trade accounts receivable are exposed to
credit risk; however, the risk is limited due to the diversity of the customer
base and the customer base's wide geographical area. Trade accounts receivable
from Honeywell (formerly AlliedSignal) and Boeing Co. ("Boeing") represented
approximately 5% and 13%, respectively, of total accounts receivable as of
March 31, 2000 and 11% and 15%, respectively, at March 31, 1999. The Company had
no other significant concentrations of credit risk. For fiscal 2000, Honeywell
and Boeing represented approximately 9% and 14%, respectively, of consolidated
sales. Boeing's percentage includes the effects of Boeing's acquisitions of
McDonnell Douglas and Rocketdyne. In fiscal 1999, Honeywell and Boeing
represented approximately 12% and 19%, respectively, of consolidated sales. In
fiscal 1998, Boeing represented approximately 14% of consolidated sales and
Honeywell represented less than 10% of consolidated sales. No other single
customer accounts for more than 10% of the Company's sales; however, the loss of
any significant customer, including Honeywell or Boeing, could have a material
effect on the Company and its operating subsidiaries.
USE OF ESTIMATES
The preparation of 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.
NEW ACCOUNTING STANDARDS
In September 1999, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue 99-5, "Accounting for Pre-Production Costs Related to
Long-Term Supply Arrangements" ("EITF 99-5"). EITF 99-5 requires design and
development costs incurred after December 31, 1999 for products to be sold under
long-term supply arrangements to be expensed as incurred unless contractually
recoverable.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated over the
estimated useful lives of the related assets by the straight-line method.
Buildings and improvements are depreciated over a period of 15 to 39 1/2 years,
and machinery and equipment are depreciated over a period of 7 to 15 years
(except for furniture, fixtures and computer equipment which are depreciated
over a period of 3 to 10 years).
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EXCESS OF COST OVER NET ASSETS ACQUIRED
The excess of cost over the fair value of net assets acquired is being
amortized on a straight-line basis over a period of twenty-five to thirty years.
Accumulated amortization at March 31, 1999 and 2000 was $5,264 and $10,303,
respectively. The carrying value of excess of cost over net assets acquired is
evaluated periodically in relation to the operating performance and expected
future undiscounted cash flows of the underlying businesses.
INTANGIBLE ASSETS
Intangible assets at March 31, 1999 and 2000 of $13,335 and $17,912
respectively, consist primarily of patents, trademarks, aerospace designs and
covenant-not-to-compete agreements. Intangible assets are amortized on a
straight-line basis over their estimated useful lives which range from five to
twenty-five years. Accumulated amortization at March 31, 1999 and 2000 was
$5,170 and $6,484, respectively.
REVENUE RECOGNITION
Revenues are recorded when services are performed or when products are
shipped. Reserves for contract losses are accrued when estimated costs to
complete exceed expected future revenues.
STOCK-BASED COMPENSATION
The Company follows Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for its employee stock-based compensation (see Note 9).
3. ACQUISITIONS AND DIVESTITURES
In fiscal 2000, the Company acquired all of the outstanding stock of Ralee
Engineering Company ("Ralee"), Construction Brevitees d'Alfortville ("CBA"), and
Lee Aerospace, Inc. ("Lee") 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"). Ralee, based in City of Industry,
California, manufactures long structural components such as stringers, cords,
floor beams and spars for the aviation industry. CBA, located near Paris, France
is a manufacturer of mechanical ball bearing control assemblies for the
aerospace, ground transportation and marine industries. Triumph Components-San
Diego, Inc. is a developer of high-temperature metal alloy parts. Lee, located
in Wichita, Kansas, is a leading supplier of unheated windshields, flight deck
windows and cabin windows to the general aviation and corporate jet market. The
combined purchase price for these acquisitions was $56,935. The purchase price
includes cash paid at closing, the assumption of debt and certain liabilities,
direct costs of the acquisitions, deferred payments and contingent payments of
approximately $9,142, which are included in accrued expenses at March 31, 2000.
The combined excess of the purchase price over the estimated fair value of the
net assets acquired of $29,751 was recorded as excess of cost over the net
assets acquired and is being amortized over thirty years on a straight-line
basis. The Lee acquisition agreement provides for a reduction in the purchase
price in the event certain performance measurements are not met on each
specified date through 2003.
In fiscal 1999, the Company acquired all of the outstanding stock of Nu-Tech
Industries, Inc. ("Nu-Tech"), DG Industries, Inc. ("DG"), and DV
Industries, Inc. ("DV") and substantially all of the
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
3. ACQUISITIONS AND DIVESTITURES (CONTINUED)
assets of Chase Aerospace (UK) Limited, renamed Triumph Air Repair (Europe)
Limited ("Triumph Air Repair (Europe)"), Hartford Tool and Die Company, renamed
HTD Aerospace, Inc. ("HTD") and May Industries, Inc. and Metal Joining, Inc.
together renamed Triumph Precision, Inc. ("Triumph Precision"). Nu-Tech, based
in the Kansas City, Missouri metropolitan area, specializes in producing complex
structural components for the commercial and military aircraft market; machining
of precision parts from aluminum extrusions; and high speed machining of
precision parts from alloys such as titanium and stainless steel. DG, based in
Phoenix, Arizona, provides precision machining services on hydraulic and
pneumatic components for the aviation industry, focusing on a wide spectrum of
aircraft flap, spoiler, auxiliary power and cooling systems. DV, located in
Lynwood, California, provides chemical processing, painting and non-destructive
testing services to the aerospace and defense industries. Triumph Air Repair
(Europe), based in Lasham Alton Hampshire, England, repairs and overhauls
auxiliary power units, constant speed drives and integrated drive generators for
commercial transport carriers and the commuter aviation industry. HTD, based in
Bloomfield, Connecticut, specializes in manufacturing precision components and
assemblies for commercial and military jet engines. Triumph Precision, based in
Phoenix, Arizona, specializes in complex aerospace tube bending, precision
machining, and metal heat treating and brazing. The combined purchase price for
these acquisitions was $102,950. The purchase price includes cash paid at
closing, the assumption of debt and certain liabilities, direct costs of the
acquisitions, deferred payments and a contingent payment of approximately
$7,000, which is included in accrued expenses at March 31, 1999. The combined
excess of the purchase price over the estimated fair value of the net assets
acquired of $71,435 was recorded as excess of cost over net assets acquired and
is being amortized over thirty years on a straight-line basis.
In fiscal 1998, the Company acquired substantially all of the assets of
Frisby Aerospace, Inc. ("Frisby") and J.D. Chapdelaine Co., renamed JDC Company
("JDC") and also acquired all of the outstanding stock of Stolper-Fabralloy
Company, LLC ("Stolper") and Hydro-Mill Company ("Hydro-Mill"). Frisby designs,
manufactures, assembles and tests precision aircraft components and subsystems
from facilities located in Freeport, New York and Clemmons, North Carolina. JDC,
based in Ft. Lauderdale, Florida, specializes in the repair, overhaul and
exchange of electromechanical aircraft instruments. Stolper fabricates sheet
metal from high-temperature alloys and provides repair and overhaul service to
aerospace end-users from facilities located in Brookfield, Wisconsin and
Phoenix, Arizona. Hydro-Mill, based in Chatsworth, California, manufactures
precision machined structural parts and assemblies for the aerospace industry.
The combined purchase price for these acquisitions was $93,632. The purchase
price includes cash paid at closing, in certain instances notes payable to the
former owner, a long-term liability related to a covenant-not-to-compete
contract, the assumption of certain liabilities and direct costs of the
acquisitions. The combined excess of purchase price over the estimated fair
value of the net assets acquired of $43,769 was recorded as excess of cost over
net assets acquired and is being amortized on a straight-line basis over
twenty-five to thirty years. The Frisby acquisition agreement provides for a
reduction in the purchase price in the event certain performance measurements
are not met on each anniversary of the acquisition through year 2003.
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.
In fiscal 1998, the Company sold substantially all of the assets of Deluxe
Specialties Mfg. Co. ("Deluxe") and the Company's Air Lab division ("Air Lab")
for $10,697 in cash and the assumption by the
32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
3. ACQUISITIONS AND DIVESTITURES (CONTINUED)
purchasers of certain liabilities. The reported results for the year ended
March 31, 1998 include the $2,250 gain on sale of these assets. For the year
ended March 31, 1998, these entities had net sales of $12,906 and operating
income of $1,386.
The following unaudited pro forma information has been prepared assuming the
above acquisitions had occurred on April 1, 1998.
YEAR ENDED MARCH 31,
---------------------
1999 2000
--------- ---------
Net sales................................................... $495,767 $455,091
Net income.................................................. 33,696 34,869
Earnings per common share:
Basic..................................................... 2.83 2.98
Diluted................................................... 2.66 2.81
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
Inventories are stated at the lower of cost (first-in, first-out method) or
market. The components of inventories are as follows:
MARCH 31,
-------------------
1999 2000
-------- --------
Raw materials............................................... $ 30,896 $ 34,195
Work-in-process............................................. 39,280 46,189
Finished goods.............................................. 34,595 43,366
-------- --------
Total inventories........................................... $104,771 $123,750
======== ========
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
5. INCOME TAXES
The components of income tax expense are as follows:
YEAR ENDED MARCH 31,
------------------------------
1998 1999 2000
-------- -------- --------
Current:
Federal................................................... $10,430 $16,211 $11,970
State..................................................... 1,576 1,731 1,218
------- ------- -------
12,006 17,942 13,188
Deferred:
Federal................................................... 2,993 1,917 6,064
State..................................................... 562 422 (1,702)
------- ------- -------
3,555 2,339 4,362
------- ------- -------
$15,561 $20,281 $17,550
======= ======= =======
A reconciliation of the statutory federal income tax rate to the effective
tax rate is as follows:
YEAR ENDED MARCH 31,
------------------------------
1998 1999 2000
-------- -------- --------
Statutory federal income tax rate........................... 35.0% 35.0% 35.0%
State and local income taxes, net of federal tax benefit.... 3.5 2.6 (0.7)
Miscellaneous permanent items and nondeductible accruals.... 0.9 0.8 0.3
Other....................................................... (0.1) (0.4) (0.9)
------- ------- -------
Effective income tax rate................................... 39.3% 38.0% 33.7%
======= ======= =======
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
5. INCOME TAXES (CONTINUED)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts reportable for income tax purposes. The components of
deferred tax assets and liabilities are as follows:
MARCH 31,
-------------------
1999 2000
-------- --------
Deferred tax assets:
Net operating loss carryforwards.......................... $ -- $ 764
Accruals and reserves..................................... 1,084 --
Other..................................................... -- 196
Inventories............................................... 1,980 --
------- -------
3,064 960
Deferred tax liabilities:
Property and equipment.................................... 17,804 22,762
Other assets.............................................. 8,682 9,203
Accounts receivable....................................... 352 506
Inventory................................................. -- 330
Accruals and reserves..................................... -- 1,127
Prepaid expenses and other................................ 735 390
------- -------
27,573 34,318
------- -------
Net deferred tax liabilities................................ $24,509 $33,358
======= =======
As of March 31, 2000, the Company has federal and state net operating losses
expiring in 5 to 20 years.
Income taxes paid during the years ended March 31, 1998, 1999 and 2000 were
$10,611, $16,135 and $10,017, respectively.
6. LONG-TERM DEBT
Long-term debt consists of the following:
MARCH 31,
-------------------
1999 2000
-------- --------
Revolving credit facility................................... $76,095 $107,204
Subordinated promissory notes............................... 11,734 17,686
Industrial revenue bonds.................................... 4,665 5,497
Capital lease obligations................................... 28 7,661
Other debt.................................................. 486 760
------- --------
93,008 138,808
Less current portion........................................ 1,151 4,856
------- --------
$91,857 $133,952
======= ========
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
6. LONG-TERM (CONTINUED)
On June 11, 1999, the Company amended and restated its existing credit
agreement ("Credit Facility") with its Lenders to increase the Credit Facility
to $250,000 from $125,000, extend the term and amend certain terms and
covenants. The Credit Facility bears interest at either LIBOR plus between 0.75%
and 1.75% or the prime rate (or the Federal Funds rate plus 0.5% if greater) at
the option of the Company and expires on June 13, 2004. The variation in the
interest rate is based upon the Company's ratio of total indebtedness to
earnings before interest, taxes, depreciation and amortization. In addition, the
Company is required to pay a commitment fee of between 0.175% and 0.375% on the
unused portion of the Credit Facility without penalty. The Company may allocate
up to $5,000 of the available Credit Facility for the issuance of letters of
credit of which $1,400 was used as of March 31, 1999 and 2000.
Effective April 1, 1999, in connection with the Ralee acquisition, the
Company assumed approximately $8,665 of capital leases with interest rates
ranging from 7.1% to 10.2%, maturing between September 2003 and August 2005.
Each capital lease is secured by the related equipment.
During the quarter ended December 31, 1999, in connection with the CBA and
Lee acquisitions, the Company assumed approximately $6,047 of debt related to
seller financing, $842 of an Industrial Revenue Bond Financing, and $341 of
other debt. The Industrial Revenue Bond is secured by machinery and equipment
and has a fixed rate of 7.15% through January 2005 and a variable rate of the
1 year U.S. Treasury plus 2.75% thereafter.
On September 15, 1997, the Company retired the remaining $8,000 subordinated
note payable to IKON Office Solutions, Inc. (formerly Alco Standard
Corporation). The terms of the note provided for a $1,000 discount in the event
the note was repaid by October 1, 1997. The cash payment of $7,000 was funded by
the Company's long-term borrowings under its Credit Facility. The early
extinguishment of this debt resulted in an extraordinary gain of $610, net of
income taxes of $390.
In July 1997, the Company entered into a $10,000 discretionary line of
credit ("Line of Credit"). The Line of Credit bears interest at the current rate
offered by the lender. Borrowings under the Line of Credit are payable on the
last day of the applicable interest period or on demand. The Line of Credit has
no established expiration date. No amounts were outstanding on this Line of
Credit as of March 31, 1999 and 2000.
On May 5, 1997, the Company entered into a loan agreement with the City of
Shelbyville, Indiana related to the City of Shelbyville, Indiana Adjustable Rate
Economic Development Revenue Bonds, Series 1997 (the "Bonds"). The proceeds of
the Bonds of $5,000 are being used to fund the expansion of the Company's K-T
Corporation facility. The Bonds are due to mature on May 1, 2012 and are secured
by an irrevocable letter of credit issued by PNC Bank, N.A. The Bonds bear
interest at a variable weekly rate, which was 3.25% and 4.1% at March 31, 1999
and 2000, respectively.
At March 31, 1999 and 2000, the interest rate on borrowings under the Credit
Facility was 5.63% and 7.05%, respectively. As of March 31, 2000, $141,396 of
additional borrowings were available under the Credit Facility.
At March 31, 2000, the Subordinated Promissory Notes consist of four notes,
a $3,200 principal amount bearing interest at 7%, due in annual installments of
$800 on July 1 of each year commencing in 1999 through and including 2003, an
$8,588 principal amount bearing interest at 10.5%, due in equal installments on
December 31, 2002 and December 31, 2003, a $4,683 principal amount bearing
interest at 7%, due in annual installments of $1,000 on July 1 of each year
commencing in 2000 through and including 2001 with a final payment of $2,683 on
July 1, 2002 and a $1,215 principal amount bearing interest at the
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
6. LONG-TERM (CONTINUED)
1 year Eurobor plus 1%, which at March 31, 2000 was 5.03%, due in annual
installments of $314 on October 18 of each year commencing in 2000 through and
including 2002 with a final payment of $273 on October 18, 2003. With regard to
the 10.5% note, the Company, at its sole discretion, may pay interest by
issuance of additional 10.5% notes and elected to do so for $692, $770 and $854
for the years ended March 31, 1998, 1999 and 2000, respectively.
The indentures under the debt agreements described above contain
restrictions and covenants which include limitations on the Company's ability to
incur additional indebtedness, issue stock options or warrants, make certain
restricted payments and acquisitions, create liens, enter into transactions with
affiliates, sell substantial portions of its assets and pay cash dividends.
Additional covenants require compliance with financial tests, including
leverage, interest coverage ratio, and maintenance of minimum net worth.
The fair value of the Company's Credit Facility and the Bonds approximate
their carrying values. The fair value of the subordinated promissory notes,
based on a discounted cash flow method, is approximately $19,000.
Maturities of long-term debt are as follows: 2001--$3,471; 2002--$2,662;
2003--$8,651; 2004--$5,129; 2005--$107,707; thereafter, $3,527 through 2013.
Future minimum payments on capital leases are as follows: 2001--$1,981;
2002--$1,968; 2003--$1,880; 2004--$1,523; 2005--$840; thereafter, $81 through
2006. Interest of $612 is included in these amounts.
Interest paid on indebtedness during the years ended March 31, 1998, 1999,
and 2000 amounted to $3,277, $3,957 and $8,057, respectively.
Financing fees and expenses of $988 incurred with respect to indebtedness
have been capitalized and are reflected in other assets. These fees and expenses
are being amortized over the terms of the related indebtedness (5-8 years).
7. STOCKHOLDERS' EQUITY
The Company purchased 52,700 shares and 191,500 shares of the Company's
Common stock as treasury stock in fiscal 1999 and fiscal 2000, respectively.
Treasury stock is recorded at cost.
In November 1997, the Company completed the sale of 2,000,845 shares of its
Common stock for $33.00 a share through an underwritten public offering. In
addition, the Company granted the underwriters of its public offering a 30-day
option to purchase additional shares to cover over-allotments. In
December 1997, the underwriters exercised the over-allotment option and the
Company sold an additional 143,100 shares of its Common stock. The net proceeds
from the sale of $66,812 were used to repay long-term debt.
The holders of the Common stock and the Class D common stock are entitled to
one vote per share on all matters to be voted upon by the stockholders of
Triumph except that Class D does not participate in the voting of directors and
is entitled to participate ratably in any distributions.
The holders of Class D common stock may elect at any time to convert any or
all such shares into Common stock on a share-for-share basis. During fiscal
1998, there were 599,155 shares of Class D common stock converted to shares of
the Company's Common stock.
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
7. STOCKHOLDERS' EQUITY (CONTINUED)
The Company issued a stock purchase warrant in conjunction with the issuance
of the senior subordinated notes which allows the holder to purchase 650,000
shares of Common stock for an aggregate exercise price of one hundred dollars
through July 31, 2003. The proceeds from the issuance of the senior subordinated
notes allocated to the warrants of $100 have been included in capital in excess
of par value.
The Company has Preferred stock of $100 par value, 250,000 shares
authorized. At March 31, 1999 and 2000, no shares of Preferred stock are
outstanding.
8. EARNINGS PER SHARE
The following is a reconciliation between the weighted average common shares
outstanding used in the calculation of basic and diluted earnings per share:
YEAR ENDED MARCH 31,
------------------------------
1998 1999 2000
-------- -------- --------
(THOUSANDS)
Weighted average common shares outstanding.................. 10,485 11,896 11,689
Net effect of dilutive stock options........................ 96 100 58
Net effect of dilutive warrant.............................. 650 650 650
------ ------ ------
Weighted average common shares outstanding--assuming
dilution.................................................. 11,231 12,646 12,397
====== ====== ======
Options to purchase 200,800 shares of Common stock, at prices ranging from
$32.19 per share to $45.38 per share, were outstanding during fiscal 2000. These
options were not included in the computation of diluted earnings per share
because the exercise price was greater than the average market price of the
Common stock during the twelve months ended March 31, 2000 and, therefore, the
effect would be antidilutive.
9. EMPLOYEE BENEFIT PLANS
DEFINED CONTRIBUTION PENSION PLAN
The Company sponsors a defined contribution 401(k) plan, under which
salaried and certain hourly employees may defer a portion of their compensation.
Eligible participants may contribute to the plan up to 20% of their regular
compensation before taxes. The Company matches contributions of 50% of the first
6% of compensation contributed by the participant. All contributions and Company
matches are invested at the direction of the employee in one or more mutual
funds. Company matching contributions vest immediately and aggregated $1,049,
$1,441 and $1,748 for the years ended March 31, 1998, 1999 and 2000,
respectively.
OTHER POSTRETIREMENT BENEFITS
In connection with the acquisition of one of the Company's subsidiaries, the
Company provides certain postretirement medical and insurance benefits to
eligible employees under a collective bargaining agreement. For any employees
who retired through the date of the acquisition, the previous owner retained all
liabilities for benefits due and administration of the postretirement benefits.
The Company has assumed responsibility for administration of the postretirement
coverage for any eligible employee who retires subsequent to the date of
acquisition. The Company will pay the costs related to these benefits upon
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
9. EMPLOYEE BENEFIT PLANS (CONTINUED)
retirement and will be reimbursed by the previous owner for its pro rata portion
based on relative length of service. The Company does not fund the plan.
The Company has recorded a total liability of approximately $2,400 (as
estimated by actuaries) for other postretirement benefits, of which
approximately $2,000 is estimated to be reimbursed by the previous owner as of
March 31, 2000. These amounts are included in other liabilities and other
assets, respectively. The annual expense for such benefits is not material.
ACCRUED COMPENSATION
Included in accrued expenses at March 31, 1999 and 2000, is accrued
compensation of $12,514 and $11,368, respectively.
STOCK OPTION PLANS
The Company has stock option plans under which employees and non-employee
directors may be granted options to purchase shares of the Company's Common
stock at the fair market value at the time of the grant. Options generally vest
over three to five years and expire ten years from the date of the grant.
SUMMARY OF STOCK OPTION ACTIVITY
WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
-------- ----------------
Balance, March 31, 1997..................................... 247,090 $19.00
Granted..................................................... 25,600 $34.00
Exercised................................................... (2,238) $19.00
Forfeited................................................... (10,289) $19.00
-------
Balance, March 31, 1998..................................... 260,163 $20.48
Granted..................................................... 182,200 $43.84
Exercised................................................... (4,550) $19.00
Forfeited................................................... (7,375) $27.56
-------
Balance, March 31, 1999..................................... 430,438 $30.26
Granted..................................................... 190,500 $25.97
Exercised................................................... (15,025) $19.00
Forfeited................................................... (16,357) $30.32
-------
Balance, March 31, 2000..................................... 589,556 $29.16
=======
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
9. EMPLOYEE BENEFIT PLANS (CONTINUED)
SUMMARY OF STOCK OPTIONS OUTSTANDING AT MARCH 31, 2000
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------- ---------------------------
WEIGHTED
AVERAGE
REMAINING
CONTRACTUAL WEIGHTED AVERAGE WEIGHTED AVERAGE
EXERCISE PRICE RANGE NUMBER LIFE (YRS.) EXERCISE PRICE NUMBER EXERCISE PRICE
- -------------------- -------- ----------- ---------------- -------- ----------------
$19.00............................ 205,322 6.6 $19.00 152,908 $19.00
$24 5/8--$26 7/16................. 186,500 9.3 $25.96 0
$32 3/16--$34..................... 23,800 7.6 $33.92 11,650 $33.96
$43 1/8--$45 3/8.................. 173,934 8.1 $43.93 41,486 $43.85
------- -------
589,556 206,044
======= =======
At March 31, 1999 and 2000, 171,524 options and 747,381 options,
respectively, were available for issuance under the plans.
During fiscal 1997, the Company adopted the disclosure-only option under
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). The
Company uses the accounting method under APB Opinion No. 25 ("APB 25") and
related interpretations for its employee stock options. Under APB 25, 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 expense is
recognized.
Pro forma disclosure, as required by SFAS 123, 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.
Option valuation models use highly subjective assumptions to determine the
fair value of traded options with no vesting or trading restrictions. Because
options granted under the Plan have vesting requirements and cannot be traded,
and because changes in the assumptions can materially affect the fair value
estimate, in management's opinion, the existing valuation models do not
necessarily provide a reliable measure of the fair value of its employee stock
options.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions: risk-free interest rate of 5.9% for 1998, 5.5% for 1999 and 5.6%
for 2000; no dividends; a volatility factor of the expected market price of the
Company's Common stock of .30, .30 and .36 for 1998, 1999 and 2000,
respectively, and a weighted-average expected life of the options of 6 years.
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
9. EMPLOYEE BENEFIT PLANS (CONTINUED)
For purposes of pro forma disclosures, the weighted average fair value of
the options ($14.19 per share for the 1998 issuance, $17.79 for the 1999
issuance and $11.66 for the 2000 issuance) is amortized to expense over the
options' assumed vesting period. Since the Company's stock options vest over
three to five years and additional options may be granted each year, the pro
forma effect on net income reported below is not representative of the effect of
fair value stock option expense on future years' pro forma net income. The
following pro forma information has been prepared assuming the Company accounted
for its stock options under the fair value method:
PRO FORMA NET INCOME AND EARNINGS PER SHARE
YEAR ENDED MARCH 31,
------------------------------
1998 1999 2000
-------- -------- --------
Pro forma net income........................................ $24,130 $32,008 $33,079
Pro forma net income per share:
Basic..................................................... 2.30 2.69 2.83
Diluted................................................... 2.16 2.56 2.71
10. LEASES
Capital lease assets are included in property and equipment and the related
obligations in long-term debt. Amortization of capital lease assets is included
in depreciation expense. At March 31, 2000, future minimum payments under
noncancelable operating leases with initial or remaining terms of more than one
year were as follows: 2001--$ 7,392; 2002--$7,219; 2003--$6,439; 2004--$4,777;
2005--$4,262; thereafter, $10,636 through 2022. In the normal course of
business, operating leases are generally renewed or replaced by other leases.
Total rental expense was $2,479, $3,679 and $7,387 for the years ended
March 31, 1998, 1999 and 2000, respectively.
11. PROPERTY AND EQUIPMENT
Net property and equipment at March 31, 1999 and 2000 is:
MARCH 31,
-------------------
1999 2000
-------- --------
Land........................................................ $ 7,653 $ 7,653
Buildings and improvements.................................. 24,489 27,450
Machinery and equipment..................................... 99,627 126,215
-------- --------
131,769 161,318
Less accumulated depreciation............................... 24,646 38,531
-------- --------
$107,123 $122,787
======== ========
Depreciation expense for the years ended March 31, 1998, 1999 and 2000 was
$6,348, $9,558 and $13,278, respectively.
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
12. SPECIAL CHARGE
During the quarter ended December 31, 1999, the Company announced a
realignment of reporting responsibilities, primarily in the Aviation segment. As
a result of the realignment, the Company recorded a pretax charge of $734,
primarily related to severance for three employees who were terminated.
The following is a summary of the activity related to the charge recorded:
BALANCE BALANCE
MARCH 31, 1999 CHARGES PAYMENTS MARCH 31, 2000
-------------- -------- --------- --------------
Severance................................ $ -- $566 $(337) $229
Other.................................... -- 168 (168) --
--------- ---- ----- ----
Total.................................... $ -- $734 $(505) $229
========= ==== ===== ====
The balance of accrued severance is included in accrued expenses as of
March 31, 2000.
13. COMMITMENTS AND CONTINGENCIES
Certain of the Company's business operations and facilities are subject to a
number of federal, state and local environmental laws and regulations. The
Company is indemnified for environmental liabilities related to assets purchased
from IKON Office Solutions, Inc. (formerly Alco Standard Corporation) which
existed prior to the acquisition of the assets and any unidentified
environmental liabilities which arise subsequent to the date of settlement
through July 22, 2000, arising from conditions or activities existing at these
facilities prior to the acquisition. In the opinion of management, there are no
significant environmental concerns which would have a material effect on the
financial condition or operating results of the Company which are not covered by
such indemnification.
The Company is involved in certain litigation matters arising out of its
normal business activities. In the opinion of management, the ultimate
resolution of such litigation will not have a material effect on the financial
condition or operating results of the Company.
14. COLLECTIVE BARGAINING AGREEMENTS
Approximately 16% of the Company's labor force is covered under collective
bargaining agreements. These collective bargaining agreements expire over the
next several years, with the exception of two operating locations in the
Aviation segment which will expire in the next twelve months.
15. SEGMENT REPORTING
The Company is organized based on the products and services that it
provides. Under this organizational structure, the Company has two reportable
segments: Aviation and Metals. The Company's Aviation segment consists of
twenty-four operating units and the Metals segment consists of three operating
units at March 31, 2000.
The Aviation segment revenue is generated from the manufacture, repair and
overhaul of sub-assembly and structural components and flight controls and
instrumentation for aircraft and related products.
The sub-assembly components revenues are derived from repair and overhaul
services on auxiliary power units for both commercial airlines and OEMs. The
Company also repairs and overhauls aircraft
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
15. SEGMENT REPORTING (CONTINUED)
accessories, including constant-speed drives, cabin compressors, starters and
generators, and pneumatic drive units. Further, the Company provides precision
machining services primarily to various OEMs for other sub-assembly components
manufactured from refractory and other metals for the aviation and aerospace
industry. The structural components revenues are derived from stretch forming,
die forming, milling, bonding, machining, welding and assembly and fabrication
on aircraft wings, fuselages and skins for aircraft produced by OEMs such as
Boeing and Bombardier. The Company also manufactures metallic and composite
bonded honeycomb assemblies for fuselage, wings and flight control surface parts
for airlines and other aircraft operators. The flight controls and
instrumentation revenues are derived from designing and engineering of
mechanical and electromechanical controls, such as remote valve operators and
push/pull controls, ranging from simple vent controls to sophisticated
flight-critical engine controls for OEMs and commercial airlines. The Company
also performs repair and overhaul services, and supplies spare parts, for
various types of cockpit instruments and gauges for a broad range of commercial
airlines on a worldwide basis.
The Metals segment produces and distributes electrogalvanized steel, which
can be stamped, formed, welded and painted and coated steel. The Company also
operates a steel service center specializing in flat rolled products and their
processing, including hot and cold rolled sheet and galvanized sheet and coil.
In addition, the Company operates a business engaged in the erection of
structural frameworks for buildings and bridges.
Segment operating income is total segment revenue reduced by operating
expenses identifiable with that segment. Corporate includes general corporate
administrative costs and any other costs not identifiable with one of the
Company's segments.
The Company evaluates performance and allocates resources based on operating
income of each reportable segment, rather than at the operating unit level. The
accounting policies of the reportable segments are the same as those described
in the summary of significant accounting policies (see Note 2). There are no
intersegment sales.
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
15. SEGMENT REPORTING (CONTINUED)
Selected financial information for each reportable segment is as follows:
YEAR ENDED MARCH 31,
------------------------------
1998 1999 2000
-------- -------- --------
Net sales:
Aviation.................................................. $242,317 $328,577 $368,614
Metals.................................................... 87,141 71,531 73,085
-------- -------- --------
$329,458 $400,108 $441,699
======== ======== ========
Income before income taxes and extraordinary gain:
Operating income (expense):
Aviation................................................ $ 39,737 $ 58,622 $ 62,509
Metals.................................................. 5,483 4,440 4,171
Gain on sale of businesses.............................. 2,250 -- --
Special charge.......................................... -- -- (734)
Corporate............................................... (3,944) (4,490) (4,273)
-------- -------- --------
43,526 58,572 61,673
Interest expense and other................................ 3,963 5,144 9,521
-------- -------- --------
$ 39,563 $ 53,428 $ 52,152
======== ======== ========
Capital expenditures:
Aviation.................................................. $ 12,545 $ 18,676 $ 13,429
Metals.................................................... 1,545 808 1,220
Corporate................................................. 130 5 87
-------- -------- --------
$ 14,220 $ 19,489 $ 14,736
======== ======== ========
Depreciation and amortization:
Aviation.................................................. $ 7,991 $ 13,301 $ 18,630
Metals.................................................... 1,100 1,036 1,054
Corporate................................................. 57 49 53
-------- -------- --------
$ 9,148 $ 14,386 $ 19,737
======== ======== ========
MARCH 31,
-------------------
1999 2000
-------- --------
Assets:
Aviation.................................................. $395,745 $477,374
Metals.................................................... 31,228 27,410
Corporate................................................. 1,884 2,147
-------- --------
$428,857 $506,931
======== ========
`
During fiscal years 1998, 1999 and 2000, the Company had foreign sales of
$45,237, $53,400 and $83,544, respectively.
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
FOR THE QUARTER ENDED:
-------------------------------------------------------------------------------------
FISCAL 1999 (1) FISCAL 2000 (2)
----------------------------------------- -----------------------------------------
JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31
-------- -------- -------- -------- -------- -------- -------- --------
Net sales............... $91,140 $99,482 $102,023 $107,463 $104,894 $110,276 $110,376 $116,153
Gross profit............ 28,117 31,145 31,534 34,292 32,983 33,906 34,885 38,943
Net income.............. 7,594 7,978 8,411 9,164 8,235 8,190 8,776 9,401
Net income per share:
Basic................. 0.64 0.67 0.71 0.77 0.70 0.70 0.75 0.81
Diluted............... 0.60 0.63 0.67 0.73 0.66 0.66 0.71 0.76
- ------------------------
(1) In fiscal 1999, the Company acquired Nu-Tech, DG, DV, HTD, Triumph Air
Repair (Europe) and Triumph Precision on July 1, 1998, October 1, 1998,
October 1, 1998, January 1, 1999, January 1, 1999 and February 1, 1999,
respectively.
(2) In fiscal 2000, the Company acquired Ralee, CBA, Lee and Triumph
Components-San Diego, Inc. on April 1, 1999, July 1, 1999, October 1, 1999,
and November 7, 1999, respectively.
17. SUPPLEMENTAL CASH FLOW INFORMATION
YEARS ENDED MARCH 31,
------------------------------
1998 1999 2000
-------- -------- --------
Changes in other current assets and liabilities, excluding
the effects of acquisitions and dispositions:
Accounts receivable....................................... $(12,081) $ 4,149 $ (3,590)
Inventories............................................... (8,236) (19,007) (12,621)
Prepaid expenses and other current assets................. 67 (950) (477)
Accounts payable, accrued expenses, and accrued income
taxes payable........................................... (90) (1,420) (7,349)
-------- -------- --------
$(20,340) $(17,228) $(24,037)
======== ======== ========
Non cash investing and financing activities:
Covenant-not-to-compete contract liability related to
acquisition............................................. $ 1,800 $ -- $ --
Seller note related to acquired business.................. 4,000 -- 6,047
18. SUBSEQUENT EVENTS
In April 2000, the Company acquired all of the outstanding stock of ACR
Industries, Inc. ("ACR"). In May 2000, the Company acquired certain assets from
the Anadite California Restoration Trust ("Anadite Assets"). 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. 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 cash paid at closing of approximately $54,622
was funded by borrowings under the Company's Credit Facility.
45
TRIUMPH GROUP, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
BALANCE AT ADDITIONS
BEGINNING OF CHARGED TO ADDITIONS(1) BALANCE AT
YEAR EXPENSE (DEDUCTIONS) (2) END OF YEAR
------------ ---------- ---------------- -----------
For year ended March 31, 2000:................. $ 561
Allowance for doubtful accounts receivable... $1,907 $499 (458) $2,509
For year ended March 31, 1999:................. 207
Allowance for doubtful accounts receivable... 1,840 508 (648) 1,907
For year ended March 31, 1998:................. 495
Allowance for doubtful accounts receivable... 1,619 173 (447) 1,840
- ------------------------
(1) Additions consist of accounts receivable recoveries, miscellaneous
adjustments and amounts recorded in conjunction with the acquisitions of JDC
Company, Hydro-Mill Co., Stolper-Fabralloy Company, Frisby Aerospace, Inc.,
Nu-Tech Industries, Inc., DG Industries, Inc., DV Industries, Inc., Triumph
Air Repair (Europe) Ltd., HTD Aerospace, Inc., Triumph Precision, Inc.,
Ralee Engineering Company, Construction Brevitees d'Alfortville, Lee
Aerospace, Inc. and Triumph Components-San Diego, Inc.
(2) Deductions represent write-offs of related account balances and amounts
recorded in conjunction with the sales of Air Lab, Inc. and Deluxe
Specialties, Mfg. Co.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
46
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
DIRECTORS
The information required for Directors is included in the Proxy Statement of
Triumph in connection with its 2000 Annual Meeting of Stockholders to be held on
July 26, 2000, under the heading "Proposal No. 1--Election of Directors" and is
incorporated herein by reference.
EXECUTIVE OFFICERS
EFFECTIVE DATE OF
ELECTION TO
NAME AGE POSITION PRESENT POSITION
- ---- -------- ---------------------------------- -----------------
Richard C. Ill 57 President and Chief Executive July 1, 1993
Officer
John R. Bartholdson 55 Senior Vice President, Chief July 1, 1993
Financial Officer and Treasurer
Richard M. Eisenstaedt 54 Vice President, General Counsel October 1, 1996
and Secretary
Kevin E. Kindig 43 Vice President and Controller July 1, 1993
RICHARD C. ILL has been President and Chief Executive Officer and a director
of Triumph since 1993. Mr. Ill is a member of the Advisory Board of Outward
Bound, USA and the Board of Directors, Chairman's Council and Policy and
Planning Committee of the Steel Service Center Institute.
JOHN R. BARTHOLDSON has been Senior Vice President, Chief Financial Officer
and Treasurer and a director of Triumph since 1993. Mr. Bartholdson serves on
the Board of Directors of PBHG Funds, Inc.
RICHARD M. EISENSTAEDT became Vice President, General Counsel and Secretary
of Triumph in October 1996. From 1988 to 1996, Mr. Eisenstaedt was an attorney
with Alco and Unisource Worldwide, Inc., an affiliate of Alco Standard
Corporation, the last two years as General Counsel of Unisource.
KEVIN E. KINDIG has been Controller of Triumph since 1993 and Vice President
since April 1999.
ITEM 11. EXECUTIVE COMPENSATION
The information required regarding executive compensation is included in the
Proxy Statement of Triumph in connection with its 2000 Annual Meeting of
Stockholders to be held on July 26, 2000, under the heading "Executive
Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required regarding security ownership is included in the
Proxy Statement of Triumph in connection with its 2000 Annual Meeting of
Stockholders to be held on July 26, 2000, under the heading "Security Ownership
of Principal Stockholders and Management" and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required regarding certain relationships and related
transactions is included in the Proxy Statement of Triumph in connection with
its 2000 Annual Meeting of Stockholders to be held on July 26, 2000, under the
heading "Certain Relationships and Related Transactions" and is incorporated
herein by reference.
47
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS
(a)(1) The following consolidated financial statements are included in Item
8 of this report:
PAGE
--------
Triumph Group, Inc., Report of Ernst & Young LLP,
Independent Auditors...................................... 25
Consolidated Balance Sheet as of March 31, 1999 and 2000.... 26
Consolidated Statements of Income for the Fiscal Years Ended
March 31, 1998, 1999 and 2000............................. 27
Consolidated Statements of Stockholders' Equity for the
Fiscal Years Ended March 31, 1998, 1999 and 2000.......... 28
Consolidated Statements of Cash Flows for the Fiscal Years
Ended March 31, 1998, 1999 and 2000....................... 29
Notes to Consolidated Financial Statements.................. 30
--
(a)(2) The following financial statement schedule is included in this
report:
PAGE
--------
Schedule II--Valuation and Qualifying Accounts.............. 46
--
All other schedules have been omitted as not applicable or because the
information is included elsewhere in the Consolidated Financial Statements or
notes thereto.
(a)(3) The following is a list of exhibits. Where so indicated by footnote,
exhibits which were previously filed are incorporated by reference.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Amended and Restated Certificate of Incorporation of Triumph
Group, Inc.(1)
3.2 Bylaws of Triumph Group, Inc.(1)
3.3 Certificate of Amendment to Amended and Restated Certificate
of Incorporation of Triumph Group, Inc.(6)
4 Form of certificate evidencing Common Stock of Triumph
Group, Inc.(1)
10.1 Form of Employment Agreement with Richard C. Ill.(5)
10.2 Form of Employment Agreement with John R. Bartholdson.(5)
10.3 Form of Employment Agreement with Richard M. Eisenstaedt.(5)
10.4 Form of Employment Agreement with Craig N. Kitchen.(5)
10.5 Purchase Agreement dated as of July 22, 1993 between Triumph
and Citicorp Venture Capital, Ltd.(1)
10.6 Registration Agreement dated as of July 22, 1993 among
Triumph, Citicorp Venture Capital, Ltd., World Equity
Partners, L.P. and certain members of management of
Triumph.(1)
10.7 Warrant dated July 22, 1993 issued to World Equity Partners,
L.P.(1)
48
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.8 Warrant Agreement dated as of July 22, 1993 among Triumph,
Citicorp Venture Capital, Ltd. and World Equity Partners,
L.P.(1)
10.9 Asset Purchase Agreement dated as of December 31, 1995 among
Triumph, Triumph Control Systems, Inc. and Teleflex
Incorporated.(1)
10.10 Subordinated Promissory Note dated December 31, 1995 payable
to Teleflex Incorporated.(1)
10.11 Stock Purchase Agreement dated as of July 31, 1996 among The
Triumph Group Holdings, Inc., Advanced Materials
Technologies, Inc. and certain members of management of
Advanced Materials Technologies, Inc.(1)
10.12 Executive Securities Agreement dated July 31, 1996 between
Triumph and Jay Donkersloot, as amended.(1)
10.13 Non-Competition Agreement dated July 31, 1996 between
Triumph and Jay Donkersloot.(1)
10.14 Executive Stock Agreement dated as of May 9, 1995 between
Triumph and John M. Brasch.(1)
10.15 Form of 1996 Stock Option Plan.(1)
10.16 Form of Executive Securities Agreement.(1)
10.17 Executive Stock Agreement between Triumph and Richard C.
Ill.(1)
10.18 Executive Stock Agreement between Triumph and John R.
Bartholdson.(1)
10.19 Executive Stock Agreement between Triumph and Paul T.
Stimmler.(1)
10.20 Executive Stock Agreement between Triumph and Kevin E.
Kindig.(1)
10.21 Agreement with Hydro-Mill Co. dated September 2, 1997.(2)
10.22 Agreement with Stolper-Fabralloy Company, L.L.C. dated
October 29, 1997.(3)
10.23 Agreement with Nu-Tech Industries Holding Company and the
Stockholders thereof effective as of July 1, 1998.(4)
10.24 Agreement with Charles M. Newell and Henry H. Newell
effective as of July 1, 1998.(4)
10.25 Directors' Stock Option Plan.(6)
10.26 Second Amended and Restated Credit Agreement dated June 11,
1999 among Triumph Group, Inc., PNC Bank, National
Association as Administrative and Documentation Agent, First
Union National Bank as Syndication Agent and Mellon Bank,
N.A. as Co-Agent.(6)
10.27 Agreement of Sale and Purchase of Stock dated as of March
31, 2000 among ACR Industries, Inc., Roger Blanchard as
trustee for certain trusts and Triumph Group Acquisition
Corp.
21.1 Subsidiaries of Triumph Group, Inc.
23.1 Consent of Ernst & Young LLP.
27 Financial Data Schedule for the year ended March 31, 2000.
- ------------------------
(1) Incorporated by reference to Triumph's Registration Statement on Form S-1
(Registration No. 333-10777), declared effective on October 24, 1996.
(2) Incorporated by reference to Triumph's Current Report on Form 8-K filed
September 14, 1997.
49
(3) Incorporated by reference to Triumph's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
(4) Incorporated by reference to Triumph's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.
(5) Incorporated by reference to Triumph's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
(6) Incorporated by reference to Triumph's Annual Report on Form 10-K for the
year ended March 31, 1999.
REPORTS ON FORM 8-K
Triumph filed no reports on Form 8-K during the quarter ended March 31,
2000.
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed by the undersigned thereunto duly authorized.
TRIUMPH GROUP, INC.
Dated: June 28, 2000 By: /s/ RICHARD C. ILL
-----------------------------------------
Richard C. Ill
PRESIDENT AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
President, Chief Executive
/s/ RICHARD C. ILL Officer and Director
------------------------------------------- (Principal Executive June 28, 2000
Richard C. Ill Officer)
Senior Vice President,
/s/ JOHN R. BARTHOLDSON Chief Financial Officer,
------------------------------------------- Treasurer and Director June 28, 2000
John R. Bartholdson (Principal Financial
Officer)
/s/ KEVIN E. KINDIG Vice President and
------------------------------------------- Controller (Principal June 28, 2000
Kevin E. Kindig Accounting Officer)
/s/ RICHARD C. GOZON
------------------------------------------- Director June 28, 2000
Richard C. Gozon
/s/ CLAUDE F. KRONK
------------------------------------------- Director June 28, 2000
Claude F. Kronk
/s/ JOSEPH M. SILVESTRI
------------------------------------------- Director June 28, 2000
Joseph M. Silvestri
/s/ WILLIAM O. ALBERTINI
------------------------------------------- Director June 28, 2000
William O. Albertini
51