Table of Contents

 

 

United States
Securities and Exchange Commission

Washington, D.C.  20549

 

FORM 10-Q

 

x		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the Quarterly Period Ended December 31, 2009.
		or
o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the Transition Period From                    to

 

Commission File Number: 1-12235

 

TRIUMPH GROUP, INC.
(Exact name of registrant as specified in its charter)

 

 

 

(610) 251-1000
(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and has posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one)

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes o  No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, par value $0.001 per share, 16,667,856 shares outstanding as of December 31, 2009.

 

 

Table of Contents

 

TRIUMPH GROUP, INC.
INDEX

 

	Page Number
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets December 31, 2009 and March 31, 2009	1
Consolidated Statements of Income Three months ended December 31, 2009 and 2008 Nine months ended December 31, 2009 and 2008	2
Consolidated Statements of Cash Flows Nine months ended December 31, 2009 and 2008	3
Consolidated Statements of Comprehensive Income Three months ended December 31, 2009 and 2008 Nine months ended December 31, 2009 and 2008	4
Notes to Consolidated Financial Statements December 31, 2009	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	44
Part II. Other Information
Item 6. Exhibits	44
Signatures	45

 

Table of Contents

 

Part I. Financial Information

 

Item 1. Financial Statements.

 

Triumph Group, Inc.
Consolidated Balance Sheets

(dollars in thousands, except per share data)

 

		DECEMBER 31, 2009			MARCH 31, 2009
		(unaudited)			(as adjusted, see Note 2)
ASSETS
Current assets:
Cash and cash equivalents		$	152,284		$	14,478
Accounts receivable, less allowance for doubtful accounts of $5,196 and $5,641		166,045			209,463
Inventories		378,670			389,348
Rotable assets		25,753			25,652
Assets held for sale		5,281			27,695
Deferred income taxes		1,486			1,727
Prepaid income taxes		—			4,434
Prepaid expenses and other		8,052			6,021
Total current assets		737,571			678,818
Property and equipment, net		322,154			332,467
Goodwill		487,197			459,541
Intangible assets, net		79,907			108,350
Other, net		18,802			12,031
Total assets		$	1,645,631		$	1,591,207
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	78,402		$	103,711
Accrued expenses		94,336			109,580
Liabilities related to assets held for sale		681			4,283
Current portion of long-term debt		94,214			89,085
Total current liabilities		267,633			306,659
Long-term debt, less current portion		414,823			370,311
Income taxes payable, non-current		4,093			2,917
Deferred income taxes, non-current		106,991			108,413
Other non-current liabilities		13,139			14,344
Stockholders’ equity:
Common stock, $.001 par value, 100,000,000 shares authorized, 16,820,754 and 16,763,984 shares issued; 16,667,476 and 16,589,567 outstanding		16			16
Capital in excess of par value		314,095			311,434
Treasury stock, at cost, 153,278 and 174,417 shares		(8,404		)	(9,785		)
Accumulated other comprehensive income (loss)		4,035			(2,233		)
Retained earnings		529,210			489,131
Total stockholders’ equity		838,952			788,563
Total liabilities and stockholders’ equity		$	1,645,631		$	1,591,207

 

SEE ACCOMPANYING NOTES.

 

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Triumph Group, Inc.
Consolidated Statements of Income

(in thousands, except per share data)
(unaudited)

 

		THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
		2009			2008			2009			2008
					(as adjusted, See note 2)						(as adjusted, See note 2)
Net sales		$	313,530		$	285,243		$	942,799		$	929,190
Operating costs and expenses:
Cost of sales (exclusive of depreciation shown separately below)		228,988			204,398			676,837			656,357
Selling, general and administrative		39,119			38,687			117,168			120,075
Depreciation and amortization		12,485			11,727			40,858			36,285
		280,592			254,812			834,863			812,717
Operating income		32,938			30,431			107,936			116,473
Interest expense and other		7,768			4,687			18,595			14,266
Gain on extinguishment of debt		—			(581		)	(39		)	(581		)
Income from continuing operations before income taxes		25,170			26,325			89,380			102,788
Income tax expense		7,117			6,264			29,088			32,616
Income from continuing operations		18,053			20,061			60,292			70,172
Loss from discontinued operations, net		(12,453		)	(818		)	(17,202		)	(3,114		)
Net income		$	5,600		$	19,243		$	43,090		$	67,058
Earnings per share—basic:
Income from continuing operations		$	1.10		$	1.22		$	3.66		$	4.28
Loss from discontinued operations, net		(0.76		)	(0.05		)	(1.05		)	(0.19		)
Net income		$	0.34		$	1.17		$	2.62	*	$	4.09
Weighted average common shares outstanding—basic		16,467			16,387			16,454			16,382
Earnings per share—diluted:
Income from continuing operations		$	1.08		$	1.21		$	3.62		$	4.23
Loss from discontinued operations, net		(0.75		)	(0.05		)	(1.03		)	(0.19		)
Net income		$	0.34	*	$	1.16		$	2.59		$	4.04
Weighted average common shares outstanding—diluted		16,688			16,551			16,641			16,584
Dividends declared and paid per common share		$	0.04		$	0.04		$	0.12		$	0.12

 

* Difference due to rounding

 

SEE ACCOMPANYING NOTES.

 

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Triumph Group, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)
(unaudited)

 

		NINE MONTHS ENDED DECEMBER 31,
		2009			2008
					(as adjusted, See note 2)
Operating Activities
Net income		$	43,090		$	67,058
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		40,858			36,285
Gain on early extinguishment of debt		(39		)	(581		)
Accretion of discount on convertible notes		4,579			4,688
Other amortization included in interest expense		1,336			1,258
Provision for doubtful accounts receivable		309			1,402
Provision for deferred income taxes		1,565			7,551
Employee stock compensation		2,508			2,366
Changes in other current assets and liabilities, excluding the effects of acquisitions and dispositions of businesses:
Accounts receivable		42,852			25,675
Rotable assets		(101		)	(2,870		)
Inventories		10,399			(13,572		)
Prepaid expenses and other current assets		(2,173		)	(1,098		)
Accounts payable, accrued expenses and income taxes payable		(38,938		)	(44,577		)
Changes in discontinued operations		21,326			(6,123		)
Other		(1,121		)	(671		)
Net cash provided by operating activities		126,450			76,791
Investing Activities
Capital expenditures		(21,766		)	(31,252		)
Proceeds from sale of property & equipment		529			737
Cash used for businesses and intangible assets acquired		(6,375		)	—
Net cash used in investing activities		(27,612		)	(30,515		)
Financing Activities
Net decrease in revolving credit facility		(127,730		)	(108,750		)
Proceeds from issuance of long-term debt		172,878			76,403
Proceeds from equipment leasing facility and other capital leases		13,942			147
Retirement of convertible debt and repayment of capital lease obligations		(11,205		)	(8,983		)
Payment of deferred financing cost		(8,277		)	(988		)
Dividends paid		(2,000		)	(1,989		)
Withholding of restricted shares for minimum tax obligation		(470		)	—
Proceeds from exercise of stock options, including excess tax benefit of $140 and $196 in fiscal 2010 and 2009		1,019			1,148
Net cash provided by (used in) financing activities		38,157			(43,012		)
Effect of exchange rate changes on cash		811			(174		)
Net change in cash		137,806			3,090
Cash at beginning of period		14,478			13,738
Cash at end of period		$	152,284		$	16,828
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds		$	16,446		$	20,761
Cash paid for interest		$	13,268		$	11,756

 

SEE ACCOMPANYING NOTES.

 

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Triumph Group, Inc.
Consolidated Statements of Comprehensive Income

(dollars in thousands)

(unaudited)

 

		THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
		2009			2008			2009			2008
					(as adjusted, See note 2)						(as adjusted, See note 2)
Net income		$	5,600		$	19,243		$	43,090		$	67,058
Other comprehensive income
Foreign currency translation adjustment		(502		)	(119		)	5,828			(1,927		)
Unrealized gain (loss) on cash flow hedge, net of tax expense (benefit) of $28, $(1,643), $221 and $(970), respectively		115			(2,796		)	443			(1,649		)
Total comprehensive income		$	5,213		$	16,328		$	49,361		$	63,482

 

SEE ACCOMPANYING NOTES.

 

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Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

1.  BASIS OF PRESENTATION AND ORGANIZATION

 

The accompanying unaudited consolidated financial statements of Triumph Group, Inc. (the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements, except as otherwise disclosed herein. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended December 31, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2010.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

 

The Company designs, engineers, manufactures, repairs and overhauls aircraft components and accessories. The Company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Subsequent Events

 

The Company has evaluated all subsequent events through February 4, 2010, which represents the filing date of this Form 10-Q with the Securities and Exchange Commission, to ensure that this Form 10-Q includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2009, and events which occurred subsequent to December 31, 2009 but were not recognized in the financial statements. As of February 4, 2010, there were no subsequent events which required recognition or disclosure.

 

Use of Estimates

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Concentration of Credit Risk

 

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 The Boeing Company (“Boeing”) represented approximately 21% and 16% of total accounts receivable as of December 31, 2009 and March 31, 2009, respectively. The Company had no other significant concentrations of credit risk. Sales to Boeing for the nine months ended December 31, 2009 were $283,034, or 30% of net sales, of which $255,727 and $27,307 were from the Aerospace Systems segment and the Aftermarket Services segment, respectively. Sales to Boeing for the nine months ended December 31, 2008 were $213,727, or 23% of net sales, of which $180,230 and $33,497 were from the Aerospace Systems segment and the Aftermarket Services segment, respectively. No other single customer accounted for more than 10% of the Company’s net sales. However, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries.

 

Recently Issued Accounting Pronouncements

 

In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion

 

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Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

(Including Partial Cash Settlement) (“FSP APB 14-1”), which was primarily codified into Topic 470, Debt in the Accounting Standard Codification (“ASC”).  FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants.  Additionally, this FSP specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods.

 

The Company recognized a cumulative-effect adjustment of $1,953 reducing the April 1, 2007 balance of retained earnings and reducing the carrying amount of our convertible debt to the discounted value with the discount recorded through capital in excess of par. The retroactive application of FSP APB 14-1 resulted in the recognition of additional pre-tax non-cash interest expense for the nine months ended December 31, 2008 of $4,688, or $0.18 per diluted share.

 

The following table sets forth the effect of the retrospective application of FSP APB 14-1 on certain reported line items:

 

		Three months ended December 31, 2008
Consolidated Statement of Income		As previously reported			Adjustment			As adjusted
Interest expense and other		$	3,305		$	1,382		$	4,687
Gain on extinguishment of debt		(1,777		)	1,196			(581		)
Income tax expense		6,957			(693		)	6,264
Net income		$	21,128		$	(1,885	)	$	19,243

 

		Nine months ended December 31, 2008
Consolidated Statement of Income		As previously reported			Adjustment			As adjusted
Interest expense and other		$	9,799		$	4,467		$	14,266
Gain on extinguishment of debt		(1,777		)	1,196			(581		)
Income tax expense		34,402			(1,786		)	32,616
Net income		$	70,935		$	(3,877	)	$	67,058

 

		March 31, 2009
Consolidated Balance Sheet		As previously reported			Adjustment			As adjusted
Other assets, net		$	13,731		$	(1,700	)	$	12,031
Long-term debt, less current portion		386,219			(15,908		)	370,311
Deferred income taxes other		117,462			5,295			122,757
Capital in excess of par		291,304			20,130			311,434
Retained earnings		$	500,348		$	(11,217	)	$	489,131

 

The debt and equity components recognized for the Company’s convertible notes as of March 31, 2009 were as follows:

 

Principal amount of convertible notes		$	183,250
Unamortized discount (1)		15,908
Net carrying amount		167,342

 

(1)          Remaining recognition period of 2.5 years as of March 31, 2009.

 

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Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

The amount of interest expense recognized and the effective rate for the Company’s convertible notes were as follows:

 

		Three months ended December 31,						Nine months ended December 31,
		2009			2008			2009			2008
Contractual coupon interest		$	1,175		$	1,294		$	3,587		$	3,935
Amortization of discount on convertible notes		1,535			1,547			4,552			4,688
Interest expense		$	2,710		$	2,841		$	8,139		$	8,623
Effective interest rate		6.5		%	6.5		%	6.5		%	6.5		%

 

In February 2008, the FASB issued FSP No. 157-1, which amends SFAS No. 157, Fair Value Measurements (“SFAS 157”) to exclude SFAS No. 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements for lease transactions, and FSP No. 157-2, which primarily were codified into Topic 820, Fair Value Measurements and Disclosures in the ASC and delayed the effective date of SFAS 157 as it relates to nonfinancial assets and nonfinancial liabilities until April 1, 2009 for the Company, except for items that are recognized or disclosed at fair value in the Company’s financial statements on a recurring basis.  The nonfinancial assets and nonfinancial liabilities for which the Company had previously not applied the fair value provisions of SFAS 157 include: goodwill; intangible and other long-lived asset impairment testing; asset retirement obligations; liabilities for exit or disposal activities; and business combinations.  The adoption had no impact on the Company’s financial position, results of operations and cash flows as the Company did not have any non-financial assets and non-financial liabilities that were recognized or disclosed at fair value on a recurring basis at March 31, 2009.

 

In April 2009, the FASB issued FSP No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, which primarily was codified into Topic 820, Fair Value Measurements and Disclosures, in the ASC.  The FSP requires entities to evaluate the significance and relevance of market factors for fair value inputs to determine if, due to reduced volume and market activity, the factors are still relevant and substantive measures of fair value.  The FSP is effective for interim and annual reporting periods ending after June 15, 2009, and the adoption did not have a material effect on our financial position or results of operations.

 

In December 2008, the FASB issued FSP FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets, which primarily was codified into Topic 715, Compensation and Benefits, in the ASC. This FSP amends SFAS No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan on investment policies and strategies, major categories of plan assets, inputs and valuation techniques used to measure the fair value of plan assets and significant concentrations of risk within plan assets. This FSP shall be effective for fiscal years ending after December 15, 2009, with earlier application permitted. Upon initial application, the provisions of this FSP are not required for earlier periods that are presented for comparative purposes. We are currently evaluating the disclosure requirements of this new FSP.

 

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, which was primarily codified into Topic 825, Financial Instruments, in the ASC. This FSP amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments not measured on the balance sheet at fair value in interim financial statements as well as in annual financial statements. Prior to this FSP, fair values for these assets and liabilities were only disclosed annually. This FSP applies to all financial instruments within the scope of SFAS 107 and requires all entities to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments. This FSP shall be effective for interim

 

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Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The Company adopted this FSP in the quarter ended December 31, 2009 and the adoption of this FSP did not have a material effect on its disclosures.

 

Effective April 1, 2009, the Company adopted SFAS No. 141(R), Business Combinations (“SFAS 141(R)”) which was primarily codified into Topic 805, Business Combinations, in the ASC, and SFAS No. 160, Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”), which was primarily codified into Topic 810, Consolidations in the ASC. SFAS 141(R) and SFAS 160 significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests. The adoption of SFAS 141(R) and SFAS 160 did not have a material impact on the Company’s consolidated financial statements.

 

Stock-Based Compensation

 

In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment (“SFAS 123R”), which primarily was codified into Topic 718, Compensation — Stock Compensation, in the ASC and requires companies to measure compensation cost for all share-based payments (including employee stock options) at fair value. The Company adopted SFAS 123R, using the modified-prospective transition method, beginning on April 1, 2006, and therefore began to expense the fair value of all outstanding options over their remaining vesting periods to the extent the options were not fully vested as of the adoption date and began to expense the fair value of all options granted subsequent to March 31, 2006 over their requisite service periods. SFAS 123R also requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow ($140 and $196 for the nine months ended December 31, 2009 and December 31, 2008, respectively), rather than an operating cash flow.  Stock-based compensation expense related to employee stock options and restricted stock awards recognized under SFAS 123R for the three months ended December 31, 2009 and December 31, 2008 was $814 and $749, respectively, and for the nine months ended December 31, 2009 and December 31, 2008 was $2,508 and $2,366, respectively. The Company has classified share-based compensation within selling, general and administrative expenses to correspond with the same line item as the majority of the cash compensation paid to employees.

 

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Triumph Group, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

Intangible Assets

 

The components of intangible assets, net are as follows:

 

		December 31, 2009
		Weighted Average Life		Gross Carrying Amount			Accumulated Amortization			Net
Product rights and licenses		11.3 years		$	74,082		$	(50,160	)	$	23,922
Non-compete agreements, customer relationships and other		10.1 years		80,150			(24,165		)	55,985
Total intangibles, net				$	154,232		$	(74,325	)	$	79,907

 

		March 31, 2009
		Weighted Average Life		Gross Carrying Amount			Accumulated Amortization			Net
Product rights and licenses		11.3 years		$	74,082		$	(45,079	)	$	29,003
Non-compete agreements, customer relationships and other		10.1 years		97,476			(18,129		)	79,347
Total intangibles, net				$	171,558		$	(63,208	)	$	108,350

 

Amortization expense for the three months ended December 31, 2009 and 2008 was $2,566 and $2,755. Amortization expense for the nine months ended December 31, 2009 and 2008 was $11,110 and $8,763.

 

3.  ACQUISITIONS

 

FISCAL 2009 ACQUISITIONS

 

Acquisition of Merritt Tool Company

 

Effective March 13, 2009, the Company acquired all of the outstanding shares of Merritt Tool Company, Inc. (“Merritt”), renamed Triumph Structures — East Texas, Inc. Triumph Structures — East Texas, Inc. is a manufacturer of aircraft structural components specializing in complex precision machining primarily for commercial and military aerospace programs.  Merritt provides the Company with expanded capacity and increased market share in structural components. The results for Triumph Structures — East Texas, Inc. are included in the Company’s Aerospace Systems segment.

 

Acquisition of Saygrove Defence & Aerospace Group Limited

 

Effective March 13, 2009, the Company acquired all of the outstanding shares of Saygrove Defence & Aerospace Group Limited (“Saygrove”), renamed Triumph Actuation & Motion Control Systems-UK, Ltd. Triumph Actuation & Motion Control Systems-UK, Ltd. is a provider of motion control and actuation products for the aerospace and defense industry.  Saygrove provides the Company with added advanced control products for flight actuation and motor control applications in all-electric aircraft and Unmanned

 

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Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

3.  ACQUISITIONS (Continued)

 

Aerial Vehicles. The results for Triumph Actuation & Motion Control Systems-UK, Ltd. are included in the Company’s Aerospace Systems segment.

 

Acquisition of Aviation Segment of Kongsberg Automotive Holdings ASA

 

Effective March 31, 2009, the Company acquired the assets of the aviation segment of Kongsberg Automotive Holdings ASA (“KA”) through two newly organized wholly-owned subsidiaries, Triumph Controls —  UK, Ltd. and Triumph Controls — Germany, GmbH. The acquired business, which is located in Basildon, U.K. and Heiligenhaus, Germany, provides cable control systems for commercial and military aircraft to Europe’s leading aerospace manufacturers.  KA provides the Company with expanded capacity and increased market share in cable control systems. The results for Triumph Controls — UK, Ltd. and Triumph Controls — Germany, GmbH are included in the Company’s Aerospace Systems segment.

 

Acquisition of The Mexmil Company, LLC

 

Effective March 31, 2009, the Company acquired all of the equity interests of The Mexmil Company, LLC, and all of the equity interests of several affiliates (“Mexmil”), renamed Triumph Insulation Systems, LLC. Triumph Insulation Systems, LLC and its affiliates primarily provide insulation systems to original equipment manufacturers, or OEMs, airlines, maintenance, repair and overhaul organizations and air cargo carriers.  Mexmil provides the Company with an enhanced ability to provide a more comprehensive interiors solution to current and future customers.  The results for Triumph Insulation Systems, LLC and its affiliates are included in the Company’s Aerospace Systems segment.

 

The acquisitions of Merritt, Saygrove, KA and Mexmil are herein referred to as the “fiscal 2009 acquisitions.”  The combined purchase price of the fiscal 2009 acquisitions of $153,604 includes cash paid at closing, estimated deferred payments and direct costs of the transactions.  Included in the deferred payments are delayed payments of $2,132 and $1,421 payable in March 2010 and September 2010, respectively. The fiscal 2009 acquisitions also provide for contingent payments, certain of which are contingent upon the achievement of specified earnings levels during the earnout period. The maximum amounts payable in respect of earnouts on the fiscal 2009 acquisitions for fiscal 2010, 2011, 2012 and 2013, respectively, are $2,322, $4,598, $5,426 and $2,629. In addition to the earnouts, there is another $10,000 that is contingent upon entering into a specific customer contract. The contingent amounts have not been recorded as the contingencies have not been resolved and the consideration has not been paid.  The excess of the combined purchase price over the preliminary estimated fair value of the net assets acquired of $100,126 was recorded as goodwill, $60,944 of which is tax-deductible.  The Company has also identified intangible assets valued at approximately $27,114, comprised of noncompete agreements, customer relationships, and product rights and licenses with a weighted-average life of 9.3 years.  While the Company is awaiting final appraisals of tangible and intangible assets and assumed liabilities related to the fiscal 2009 acquisitions, adjustments to the preliminary estimated fair value were recorded during the quarter ended December 31, 2009 to reflect current draft appraisals. Accordingly, the Company has recorded its best estimate of the intangibles and property and equipment subject to obtaining final appraisals, which will be finalized in the fourth quarter of fiscal 2010.  Therefore, the allocation of purchase price for the fiscal 2009 acquisitions is not complete and is subject to change.

 

10

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Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

3.  ACQUISITIONS (Continued)

 

The following condensed balance sheet represents the amounts assigned to each major asset and liability caption in the aggregate for fiscal 2009 acquisitions:

 

Cash		$	5,182
Accounts receivable		13,875
Inventory		27,225
Prepaid expenses and other		1,952
Deferred tax asset		1,185
Property and equipment		14,136
Goodwill		100,126
Intangible assets		27,114
Total assets		$	190,795
Accounts payable		$	9,707
Accrued expenses		23,405
Other current liabilities		108
Other long-term liabilities		3,971
Total liabilities		$	37,191

 

The fiscal 2009 acquisitions have been accounted for under the purchase method of accounting and, accordingly, are included in the consolidated financial statements from the effective dates of acquisition. The fiscal 2009 acquisitions were funded by the Company’s long-term borrowings in place on the dates of acquisition.

 

The following unaudited pro forma information for the three and nine months ended December 31, 2008 has been prepared assuming the fiscal 2009 acquisitions had occurred on April 1, 2008. The pro forma information for the three and nine months ended December 31, 2008 is as follows: Net sales: $303,555 and $999,669; Income from continuing operations: $18,400 and $68,847; Income per share from continuing operations - basic: $1.12 and $4.20; Income per share from continuing operations — diluted:  $1.11 and $4.15.

 

The unaudited pro forma information includes adjustments for interest expense that would have been incurred to finance the purchase, additional depreciation based on the estimated fair market value of the property and equipment acquired, and the amortization of the intangible assets arising from the transactions.  The unaudited pro forma financial information is not necessarily indicative of the results of operations of the Company as it would have been had the transaction been effected on the assumed date.

 

4.  DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

 

In September 2007, the Company decided to sell Triumph Precision Castings Co., a casting facility in its Aftermarket Services segment that specializes in producing high quality hot gas path components for aero and land based gas turbines.   The Company recognized a pre-tax loss of $3,500 in the first quarter of fiscal 2008 based upon a write-down of the carrying value of the business to estimated fair value less costs to sell.  The write-down was applied to inventory and long-lived assets, consisting primarily of property, plant and equipment. In October 2008, the Company exercised the buy out provision in the operating lease on its casting facility. Accordingly, the property, plant and equipment related to the assets held for sale increased by $3,535.

 

Due to failed negotiations with certain potential buyers of the business occurring during the quarter ended December 31, 2009, the Company reassessed its estimated fair value of the business based on current viable offers to purchase the business, recent performance results and overall market conditions, resulting in a write-down, which was applied to accounts receivable, inventory and property, plant and equipment. The Company

 

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Table of Contents

 

Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

4.  DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Continued)

 

recognized a pre-tax loss of $17,383 in the third quarter of fiscal 2010.  Included in the loss from discontinued operations for the nine months ended December 31, 2009 is an impairment charge of $2,512 recorded during the first quarter of fiscal 2010.

 

For financial statement purposes, the assets, liabilities, results of operations and cash flows of these businesses have been segregated from those of the continuing operations and are presented in the Company’s consolidated financial statements as discontinued operations and assets and liabilities held for sale.

 

Revenues of discontinued operations were $(236) and $1,258, and $3,030 and $7,858 for the three and nine months ended December 31, 2009 and December 31, 2008, respectively.  The loss from discontinued operations was $12,453 and $17,202, and $818 and $3,114 net of income tax benefit of $6,648 and $9,205 and $441 and $1,677 for the three months and nine months ended December 31, 2009 and December 31, 2008, respectively.  Interest expense of $669 and $2,274, and $759 and $2,151 was allocated to discontinued operations for the three and nine months ended December 31, 2009 and December 31, 2008, respectively, based upon the actual borrowings of the operations, and such interest expense is included in the loss from discontinued operations.

 

Assets and liabilities held for sale are comprised of the following:

 

		December 31,			March 31,
		2009			2009
Assets held for sale:
Accounts receivable, net		$	1,518		$	6,838
Inventories		763			11,763
Property, plant and equipment		3,000			9,062
Other		—			32
Total assets held for sale		$	5,281		$	27,695
Liabilities held for sale:
Accounts payable		$	64		$	1,630
Accrued expenses		269			475
Deferred tax liabilities and other		348			2,178
Total liabilities held for sale		$	681		$	4,283

 

5.  INVENTORIES

 

Inventories are stated at the lower of cost (average cost or specific identification methods) or market. The components of inventories are as follows:

 

		December 31,			March 31,
		2009			2009
Raw materials		$	52,940		$	51,856
Manufactured and purchased components		162,465			142,833
Work-in-process		117,607			113,641
Finished goods		45,658			81,018
Total inventories		$	378,670		$	389,348

 

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Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

6.  LONG-TERM DEBT

 

Long-term debt consists of the following:

 

		December 31,			March 31,
		2009			2009
Convertible senior subordinated notes		$	168,024		$	167,342
Senior subordinated notes due 2017		172,505			—
Revolving credit facility		—			127,730
Receivable securitization facility		75,000			75,000
Equipment leasing facility and other capital leases		72,169			65,232
Subordinated promissory notes		13,482			16,575
Other debt		7,857			7,517
		509,037			459,396
Less current portion		94,214			89,085
		$	414,823		$	370,311

 

Credit Facility

 

On August 17, 2009, the Company amended its existing amended and restated credit agreement (the “Credit Facility”) with its lenders to (i) increase the availability under the Credit Facility to $485,000 from $370,000, (ii) extend the maturity date to January 31, 2013 and (iii) amend certain other terms and covenants. The Credit Facility bears interest at either: (i) LIBOR plus between 2.25% and 3.50%; (ii) the prime rate; or (iii) an overnight rate at the option of the Company. The applicable interest rate is based upon the Company’s ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization, as defined in the Credit Facility. In addition, the Company is required to pay a commitment fee of between 0.30% and 0.50% on the unused portion of the Credit Facility.  The commitment fee applicable for any fiscal quarter shall be increased over the amounts set forth above by 15 basis points to the extent the average amounts outstanding in such fiscal quarter is less than or equal to 40% of the availability. The Company’s obligations under the Credit Facility are guaranteed by the Company’s domestic subsidiaries. In connection with the amendment, the Company incurred $3,946 of bank-related fees. These fees, along with $934 of unamortized debt issuance costs prior to the amendment, are being amortized into expense over the remaining term of the agreement.

 

At December 31, 2009, there were no borrowings and $6,226 in letters of credit outstanding under the facility.  At March 31, 2009 there were $127,730 in borrowings and $5,600 in letters of credit outstanding under the facility.  The level of unused borrowing capacity under the Company’s revolving credit facility varies from time to time depending in part upon its compliance with financial and other covenants set forth in the related agreement.  The Company is currently in compliance with all such covenants.  As of December 31, 2009, the Company had borrowing capacity under this facility of $478,774, after reductions for borrowings and letters of credit outstanding under the facility.

 

Senior Subordinated Notes Due 2017

 

On November 16, 2009, the Company issued $175,000 principal amount of 8% Senior Subordinated Notes due 2017 (the “2017 Notes”).  The 2017 Notes were sold at 98.558% of principal amount and have an effective interest yield of 8.25%. Interest on the 2017 Notes is payable semi-annually in cash in arrears on May 15 and November 15 of each year. In connection with the issuance of the 2017 Notes, the Company incurred approximately $4,328 of costs, which were deferred and are being amortized on the effective interest method over the term of the 2017 Notes.

 

13

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Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

6.  LONG-TERM DEBT (Continued)

 

The 2017 Notes are senior subordinated unsecured obligations of the Company and rank subordinated to all of the existing and future senior indebtedness of the Company and the Guarantor Subsidiaries (defined below), including borrowings under the Company’s existing Credit Facility, and pari passu with the Company’s and the Guarantor Subsidiaries’ existing and future senior subordinated indebtedness. The 2017 Notes are guaranteed, on a full, joint and several basis, by each of our domestic restricted subsidiaries that guarantees any of our debt or that of any of our restricted subsidiaries under our Credit Facility, and in the future by any domestic restricted subsidiaries that guarantee any of our debt or that of any of our domestic restricted subsidiaries incurred under any credit facility (collectively, the “Guarantor Subsidiaries”), in each case on a senior subordinated basis.  If the Company is unable to make payments on the 2017 Notes when they are due, each of the Guarantor Subsidiaries would be obligated to make them instead.

 

The Company has the option to redeem all or a portion of the 2017 Notes at any time prior to November 15, 2013 at a redemption price equal to 100% of the principal amount of the 2017 Notes redeemed plus an applicable premium set forth in the Indenture and accrued and unpaid interest, if any.  The 2017 Notes are also subject to redemption, in whole or in part, at any time on or after November 15, 2013, at redemption prices equal to (i) 104% of the principal amount of the 2017 Notes redeemed, if redeemed prior to November 15, 2014, (ii) 102% of the principal amount of the 2017 Notes redeemed, if redeemed prior to November 15, 2015 and (iii) 100% of the principal amount of the Notes redeemed, if redeemed thereafter, plus accrued and unpaid interest.  In addition, at any time prior to November 15, 2012, the Company may redeem up to 35% of the principal amount of the 2017 Notes with the net cash proceeds of qualified equity offerings at a redemption price equal to 108% of the aggregate principal amount plus accrued and unpaid interest, if any, subject to certain limitations set forth in the indenture governing the 2017 Notes (the ‘Indenture”).

 

Upon the occurrence of a change of control, the Company must offer to purchase the 2017 Notes from holders at 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase.  This change of control feature represents an embedded derivative. Since it is in the control of the Company to call the Notes at any time after November 15, 2013, the value of the derivative was determined to be de minimis. Accordingly, no value has been assigned at issuance or at December 31, 2009.

 

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of any of the Guarantor Subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets, (vi) incur additional indebtedness, (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (viii) enter into transactions with affiliates.

 

Convertible Senior Subordinated Notes

 

On September 18, 2006, the Company issued $201,250 in convertible senior subordinated notes (the “Notes”). The Notes are direct, unsecured, senior subordinated obligations of the Company, and rank (i) junior in right of payment to all of the Company’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all subordinated indebtedness.  During the nine months ended December 31, 2009, the Company paid $3,994 to purchase $4,200 in principal amount of the Notes, resulting in a reduction in the carrying amount of the Notes of $3,830 and a gain on extinguishment of $39. During the nine months ended December 31, 2009, the Company paid $8,223 to purchase $10,000 in principal amount of the Notes, resulting in a reduction in the carrying amount of the Notes of $8,417 and a gain on extinguishment of $581.

 

14

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Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

6.  LONG-TERM DEBT (Continued)

 

The Company received net proceeds from the sale of the Notes of approximately $194,998 after deducting debt issuance expenses of approximately $5,942. Debt issuance costs were recorded as other assets in the accompanying consolidated balance sheets and are being amortized over a period of five years.

 

The Notes bear interest at a fixed rate of 2.625% per annum, payable in cash semi-annually in arrears on each April 1 and October 1 beginning April 1, 2007. During the period commencing on October 6, 2011 and ending on, but excluding, April 1, 2012 and each nine-month period from October 1 to March 31 or from April 1 to December 31 thereafter, the Company will pay contingent interest during the applicable interest period if the average trading price of a Note for the five consecutive trading days ending on the third trading day immediately preceding the first day of the relevant nine-month period equals or exceeds 120% of the principal amount of the Notes. The contingent interest payable per Note in respect of any nine-month period will equal 0.25% per annum calculated on the average trading price of a Note for the relevant five trading day period. This contingent interest feature represents an embedded derivative. Since the ability to call the Notes at any time after October 6, 2011 is within the control of the Company, the value of the derivative was determined to be de minimis. Accordingly, no value has been assigned at issuance or at December 31, 2009.

 

The Notes mature on October 1, 2026 unless earlier redeemed, repurchased or converted. The Company may redeem the Notes for cash, either in whole or in part, anytime on or after October 6, 2011 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, including contingent interest and additional amounts, if any, up to but not including the date of redemption. In addition, holders of the Notes will have the right to require the Company to repurchase for cash all or a portion of the Notes on October 1, 2011, 2016 and 2021, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts, if any, up to, but not including, the date of repurchase. The Notes are convertible into the Company’s common stock at a rate equal to 18.3655 shares per $1,000 principal amount of the Notes (equal to an initial conversion price of approximately $54.45 per share), subject to adjustment as described in the Indenture. Upon conversion, the Company will deliver to the holder surrendering the Notes for conversion, for each $1,000 principal amount of Notes, an amount consisting of cash equal to the lesser of $1,000 and the Company’s total conversion obligation and, to the extent that the Company’s total conversion obligation exceeds $1,000, at the Company’s election, cash or shares of the Company’s common stock in respect of the remainder.

 

The Notes are eligible for conversion upon meeting certain conditions as provided in the indenture governing the Notes. For the fiscal quarter ended December 31, 2009 and December 31, 2008, respectively, the Notes were not eligible for conversion.  Accordingly, the Company has classified the Notes as long-term as of December 31, 2009 and December 31, 2008, respectively.

 

To be included in the calculation of diluted earnings per share, the average price of the Company’s common stock for the quarter must exceed the conversion price per share of $54.45. The average price of the Company’s common stock for the fiscal quarter ended December 31, 2009 and December 31, 2008 was $48.73 and $37.17, respectively.  Therefore, no additional shares were included in the diluted earnings per share calculation as of the fiscal quarter ended December 31, 2009 or December 31, 2008.  The average price of the Company’s common stock for the nine months ended December 31, 2009 and December 31, 2008 was $43.94 and $48.78, respectively. Therefore, as of the nine months ended December 31, 2009 and December 31, 2008, there were no additional shares included in the diluted earnings per share.  If the Company undergoes a fundamental change, holders of the Notes will have the right, subject to certain conditions, to require the Company to repurchase for cash all or a portion of their Notes at a repurchase price equal to 100%

 

15

Table of Contents

 

Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

6.  LONG-TERM DEBT (Continued)

 

of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts, if any.

 

Effective April 1, 2009, the Company adopted FSP APB 14-1, resulting in the reduction of the carrying amount of our convertible debt to the discounted value with the discount recorded through capital in excess of par. As of December 31, 2009, the remaining discount of $11,026 will be amortized on the effective interest method through October 1, 2011.

 

Receivables Securitization Program

 

In August 2008, the Company entered into a receivable securitization facility (the “Securitization Facility”) with a purchase limit of $125,000.  In connection with the Securitization Facility, the Company sells on a revolving basis certain accounts receivable to Triumph Receivables, LLC, a wholly-owned special-purpose entity, which in turn sells a percentage ownership interest in the receivables to commercial paper conduits sponsored by financial institutions.  The Company is the servicer of the accounts receivable under the Securitization Facility.  As of December 31, 2009, the maximum amount available under the Securitization Facility was $95,724. The Securitization Facility is due to expire in August 2010 and is subject to annual renewal through August 2013.  Interest rates are based on prevailing market rates for short-term commercial paper plus a program fee and a commitment fee.   The program fee is 0.85% on the amount outstanding under the Securitization Facility.  Additionally, the commitment fee is 0.65% on 102% of the maximum amount available under the Securitization Facility.  At December 31, 2009, there was $75,000 outstanding under the Securitization Facility.  In connection with entering into the Securitization Facility, the Company incurred approximately $823 of costs, which were deferred and are being amortized over the life of the Securitization Facility.  The Company securitizes its accounts receivable, which are generally non-interest bearing, in transactions that are accounted for as borrowings pursuant to the Transfers and Servicing topic of the ASC.

 

The agreement governing the Securitization Facility contains restrictions and covenants which include limitations on the making of certain restricted payments, creation of certain liens, and certain corporate acts such as mergers, consolidations and the sale of substantially all assets.

 

Equipment Leasing Facility and Other Capital Leases

 

During March 2009, the Company entered into a 7-year Master Lease Agreement (the “Leasing Facility”) creating a capital lease of certain existing property and equipment, resulting in net proceeds of $58,546 after deducting debt issuance costs of approximately $188. During the nine months ended December 31, 2009, the Company originated additional capital lease financing resulting in proceeds of $13,942.  The net proceeds from the Leasing Facility were used to repay a portion of the outstanding indebtedness under the Company’s Credit Facility. The debt issuance costs have been recorded as other assets in the accompanying consolidated balance sheets and are being amortized over the term of the Leasing Facility. The Leasing Facility bears interest at a weighted-average fixed rate of 6.2% per annum.

 

7.  DERIVATIVES

 

Interest Rate Swap

 

The Company uses interest rate swaps, a derivative financial instrument, to manage interest costs and minimize the effects of interest rate fluctuations on cash flows associated with its Credit Facility.  The Company does not use derivative financial instruments for trading or speculative purposes.  While interest rate swaps are subject to fluctuations in value, these fluctuations are generally offset by the estimated fair value of the underlying exposures being hedged.

 

16

Table of Contents

 

Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

7.  DERIVATIVES (Continued)

 

The Company follows the Derivatives and Hedging topic of ASC to account for its interest rate swaps, which requires that all derivatives be recorded on the consolidated balance sheet at fair value.  The standards also require that changes in the fair value be recorded each period in current earnings or other comprehensive income, depending on the effectiveness of the hedge transaction.  Interest rate swaps are designated as cash flow hedges.  Changes in the fair value of a cash flow hedge, to the extent the hedge is effective, are recorded, net of tax, in other comprehensive income (loss), a component of stockholders’ equity, until earnings are affected by the variability of the hedged cash flows.  Cash flow hedge ineffectiveness, defined as the extent that the changes in the fair value of the derivative exceed the variability of cash flows of the forecasted transaction, is recorded currently in earnings.

 

In March 2008, the Company entered into an interest rate swap agreement (the “Swap”), maturing June 2011 involving the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement, without exchange of the underlying principal amount.  Under the Swap, the Company receives interest equivalent to the one-month LIBOR and pays a fixed rate of interest of 2.925 percent with settlements occurring monthly.  The objective of the hedge is to eliminate the variability of cash flows in interest payments for $85,000 of floating rate debt.

 

In December 2009, the Company elected to de-designate the Swap as a hedge prospectively. As a result, changes in fair value from the date of de-designation are recognized through interest expense and other in the consolidated statement of income. For the three months ended December 31, 2009, $222 was recognized as a reduction to interest expense and other for the change in fair value of the Swap from the date of de-designation through December 31, 2009.

 

As of December 31, 2009, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swap was $85,000.  For the nine months ended December 31, 2009, $1,680 of losses were reclassified into earnings from accumulated other comprehensive income.

 

The fair value of the interest rate swap of $2,604 and $3,429 as of December 31, 2009 and March 31, 2009, respectively, were included in Deferred income taxes and other.

 

The effect of derivative instruments in the consolidated statements of income is as follows:

 

				Amount of Gain (Loss) in OCI						Reclassification Adjustment
		Reclassification Adjustment		(Effective Portion)						Gain (Loss) Amount
		Gain (Loss) Location		Nine months ended December 31,						Nine months ended December 31,
		(Effective Portion)		2009			2008			2009			2008
Cash Flow Hedges
Interest rate swap		Interest expense and other		$	(443	)	$	(1,649	)	$	(1,680	)	$	(143	)

 

The amount of ineffectiveness on the interest rate swap is not significant. The Company estimates that approximately $575 of losses presently in accumulated other comprehensive income (loss) will be reclassified into earnings during the remainder of fiscal 2010.

 

8.  FAIR VALUE MEASUREMENTS

 

The Company follows the Fair Value Measurement and Disclosures topic of the ASC, which requires additional disclosures about the Company’s assets and liabilities that are measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

17

Table of Contents

 

Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

8.  FAIR VALUE MEASUREMENTS (Continued)

 

Level 1   Unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2   Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

 

Level 3   Unobservable inputs for the asset or liability.

 

The following table provides the liabilities reported at fair value and measured on a recurring basis as of December 31, 2009:

 

					Fair Value Measurements Using:
					Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs
Description		Total			(Level 1)			(Level 2)			(Level 3)
Interest rate swap, net of tax of $(963)		$	1,641		$	—		$	1,641		$	—

 

The fair value of the interest rate swap contract is determined using observable current market information as of the reporting date such as the prevailing LIBOR-based interest rate.

 

The Financial Instruments topic of the ASC requires disclosure of the estimated fair value of certain financial instruments. These estimated fair values as of December 31, 2009 and March 31, 2009 have been determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company could realize in a current market exchange. The use of alternative market assumptions and estimation methodologies could have had a material effect on these estimates of fair value.

 

Carrying amounts and the related estimated fair values of the company’s financial instruments not recorded at fair value in the financial statements are as follows:

 

		December 31, 2009						March 31, 2009
		Carrying Value			Fair Value			Carrying Value			Fair Value
Long-term debt		$	509,037		$	544,311		$	459,396		$	469,221

 

The fair value of the long-term debt was calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements.

 

18

Table of Contents

 

Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

9.  EARNINGS PER SHARE

 

The following is a reconciliation between the weighted average outstanding shares used in the calculation of basic and diluted earnings per share:

 

		Three months ended				Nine months ended
		December 31,				December 31,
		(in thousands)				(in thousands)
		2009		2008		2009		2008
Weighted average common shares outstanding - basic		16,467		16,387		16,454		16,382
Net effect of dilutive stock options		221		164		187		202
Weighted average common shares outstanding — diluted		16,688		16,551		16,641		16,584

 

10.  INCOME TAXES

 

The Company follows the Income Taxes topic of the ASC, which prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

The Company has classified uncertain tax positions as non-current income tax liabilities unless expected to be paid in one year.  Penalties and tax-related interest expense are reported as a component of income tax expense.  As of December 31, 2009 and March 31, 2009, the total amount of accrued income tax-related interest and penalties was $374 and $357, respectively.

 

As of December 31, 2009 and March 31, 2009, the total amount of unrecognized tax benefits was $5,166 and $3,211, respectively, of which $3,149 and $3,188, respectively, would impact the effective rate, if recognized.  The Company anticipates that total unrecognized tax benefits may be reduced by $590 due to the expiration of statutes of limitation for various federal tax issues in the next 12 months.

 

As of December 31, 2009, the Company was subject to examination in state jurisdictions for fiscal years ended March 31, 2005 through March 31, 2008, none of which we believe is individually material.  The Company has filed appeals in a state jurisdiction related to fiscal years ended March 31, 1999 through March 31, 2005.  The fiscal year ended March 31, 2008 is currently being examined by the Internal Revenue Service.

 

The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

 

With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for fiscal years ended before March 31, 2007, state or local examinations for fiscal years ended before March 31, 2006, or foreign income tax examinations by tax authorities for fiscal years ended before March 31, 2007.

 

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Table of Contents

 

Triumph Group, Inc.

Notes To Consolidated Financial Statements

(dollars in thousands, except per share data)

(unaudited)

 

11.  GOODWILL

 

The following is a summary of the changes in the carrying value of goodwill by reportable segment, from March 31, 2009 through December 31, 2009:

 

		Aerospace Systems			Aftermarket Services			Total
Balance, March 31, 2009		$	405,982		$	53,559		$	459,541
Purchase price allocation adjustments		27,931			—			27,931
Effect of exchange rate changes and other		1,435			(1,710		)	(275		)
Balance, December 31, 2009		$	435,348		$	51,849		$	487,197

 

12.  SEGMENTS

 

The Company has two reportable segments: the Aerospace Systems Group and the Aftermarket Services Group.  The Aerospace Systems segment consists of 39 operating locations, and the Aftermarket Services segment consists of 19 operating locations at December 31, 2009.

 

The Aerospace Systems segment consists of the Company’s operations that manufacture products primarily for the aerospace OEM market. The segment’s operations design and engineer mechanical and electromechanical controls, such as hydraulic systems, main engine gearbox assemblies, accumulators and mechanical control cables. The segment’s revenues are also derived from stretch forming, die forming, milling, bonding, machining, welding and assembly and fabrication of various structural components used in aircraft wings, fuselages and other significant assemblies. Further, the segment’s operations also design and manufacture composite assemblies for floor panels, environmental control system ducts, thermal acoustic insulation systems and non-structural cockpit components.  These products are sold to various aerospace OEMs on a global basis.

 

The Aftermarket Services segment consists of the Company’s operations that provide maintenance, repair and overhaul services to both commercial and military markets on components and accessories manufactured by third parties. Maintenance, repair and overhaul revenues are derived from services on auxiliary power units, airframe and engine accessories, including constant-speed drives, cabin compressors, starters and generators, and pneumatic drive units. In addition, the segment’s operations repair and overhaul thrust reversers, nacelle components and flight control surfaces.  The segment’s operations also perform repair and overhaul services and supply spare parts for various types of cockpit instruments and gauges for a broad range of commercial airlines on a worldwide basis.

 

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 does not accumulate net sales information by product or service or groups of similar products and services, and therefore the Company does not disclose net sales by product or service because to do so would be impracticable.

 

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