United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Period Ended June 30, 1998. or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From _________ to ________ Commission File Number: 1-12235 -------------- 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 No.) incorporation or organization) 1255 Drummers Lane, Suite 200 Wayne, PA 19087-1565 - ---------------------------------------- --------------- (Address of principal executive offices) (Zip Code) (610) 975-0420 - ----------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, par value $0.001 per share, 11,899,546 shares as of June 30, 1998
TRIUMPH GROUP, INC. INDEX Part I. Financial Information <TABLE> <CAPTION> Page Number ----------- <S> <C> Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets 1 March 31, 1998 and June 30, 1998 Condensed Consolidated Statements of Income 3 Three months ended June 30, 1998 and 1997 Condensed Consolidated Statements of Cash Flows 4 Three months ended June 30, 1998 and 1997 Notes to Condensed Consolidated Financial Statements 6 June 30, 1998 Item 2. Management's Discussion and Analysis of Financial 9 Condition and Results of Operations Part II. Other Information Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Signature Page 14 </TABLE>
Triumph Group, Inc. Condensed Consolidated Balance Sheets (dollars in thousands, except per share data) <TABLE> <CAPTION> MARCH 31, JUNE 30, 1998 1998 ---- ---- (unaudited) <S> <C> <C> ASSETS Current assets: Cash $ 4,642 $ 4,118 Accounts receivable, net 63,433 56,554 Inventories 77,103 83,015 Prepaid expenses and other 1,298 1,960 Deferred income taxes 2,763 2,333 ---------- --------- Total current assets 149,239 147,980 Property and equipment, net 78,829 81,503 Excess of cost over net assets acquired, net 55,998 55,501 Intangible assets and other, net 17,379 16,960 ---------- --------- Total assets $301,445 $301,944 ---------- --------- ---------- --------- </TABLE> -1-
Triumph Group, Inc. Condensed Consolidated Balance Sheets (continued) (dollars in thousands, except per share data) <TABLE> <CAPTION> MARCH 31, JUNE 30, 1998 1998 ---- ---- <S> <C> <C> LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 27,396 $ 26,266 Accrued expenses 24,285 22,417 Income taxes payable 4,712 8,464 Current portion of long-term debt 675 672 ---------- --------- Total current liabilities 57,068 57,819 Long-term debt, less current portion 33,823 25,878 Deferred income taxes and other 27,675 27,702 Stockholders' equity: Common stock, $.001 par value, 15,000,000 shares authorized, 8,547,236 and 8,551,011 shares issued and outstanding at March 31, 1998 and June 30, 1998, respectively. 9 9 Class D common stock convertible, $.001 par value, 6,000,000 shares authorized, 3,348,535 shares issued and outstanding at March 31, 1998 and June 30, 1998. 3 3 Capital in excess of par value 135,331 135,403 Retained earnings 47,536 55,130 ---------- --------- Total stockholders' equity 182,879 190,545 ---------- --------- Total liabilities and stockholders' equity $ 301,445 $ 301,944 ---------- --------- ---------- --------- </TABLE> SEE ACCOMPANYING NOTES. -2-
Triumph Group, Inc. Condensed Consolidated Statements of Income (in thousands, except per share data) (unaudited) <TABLE> <CAPTION> THREE MONTHS ENDED JUNE 30, --------------------------- 1997 1998 ---- ---- <S> <C> <C> Net sales $ 71,856 $ 91,140 Operating costs and expenses: Cost of products sold 50,757 63,023 Selling, general, and administrative 11,027 12,072 Depreciation and amortization 1,872 2,887 --------- --------- 63,656 77,982 Operating income 8,200 13,158 Interest expense 836 705 --------- --------- Income before income taxes 7,364 12,453 Income tax expense 2,872 4,859 --------- --------- Net income $ 4,492 $ 7,594 --------- --------- --------- --------- Earnings Per Share - Basic: Net income $ 0.46 $ 0.64 --------- --------- --------- --------- Weighted average common shares outstanding - Basic 9,750 11,898 --------- --------- --------- --------- Earnings Per Share - Assuming Dilution: Net income $ 0.43 $ 0.60 --------- --------- --------- --------- Weighted average common shares outstanding - Assuming Dilution 10,463 12,692 --------- --------- --------- --------- </TABLE> SEE ACCOMPANYING NOTES. -3-
Triumph Group, Inc. Condensed Consolidated Statements of Cash Flows (dollars in thousands) (unaudited) <TABLE> <CAPTION> THREE MONTHS ENDED JUNE 30, --------------------------- 1997 1998 ---- ---- <S> <C> <C> OPERATING ACTIVITIES Net income $ 4,492 $ 7,594 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 1,872 2,887 Other amortization included in interest expense 34 35 Provision for doubtful accounts receivable 45 56 Provision for deferred income taxes 637 395 Interest on subordinated and junior subordinated promissory notes paid by issuance of additional notes 156 185 Changes in other current assets and liabilities, net of acquisition of business: Accounts receivable (3,261) 6,823 Inventories (7,231) (5,912) Prepaid expenses and other current assets 247 (662) Accounts payable, accrued expenses, and accrued income taxes payable (2,677) 754 Other 242 59 ------- ------- Net cash (used in) provided by operating activities (5,444) 12,214 INVESTING ACTIVITIES Capital expenditures, net (3,866) (4,652) Cost of business acquired, net of cash acquired (2,101) - ------- ------- Net cash used in investing activities (5,967) (4,652) </TABLE> -4-
Triumph Group, Inc. Condensed Consolidated Statements of Cash Flows (continued) (dollars in thousands) (unaudited) <TABLE> <CAPTION> THREE MONTHS ENDED JUNE 30, --------------------------- FINANCING ACTIVITIES 1997 1998 ---- ---- <S> <C> <C> Net increase (decrease) in revolving credit facility $ 6,366 $ (7,793) Proceeds from issuance of long-term debt 5,000 - Repayment of debt and capital lease obligations (3) (340) Payments of deferred financing costs - (25) Proceeds from exercise of stock options - 72 -------- -------- Net cash provided by (used in) financing activities 11,363 (8,086) -------- -------- Decrease in cash (48) (524) Cash at beginning of period 993 4,642 -------- -------- Cash at end of period $ 945 $ 4,118 -------- -------- -------- -------- NONCASH INVESTING ACTIVITIES Covenant not to compete contract liability related to acquisition $ 1,800 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for income taxes $ 2,146 $ 712 Cash paid for interest 588 491 </TABLE> SEE ACCOMPANYING NOTES. -5-
Triumph Group, Inc. Notes to Condensed Consolidated Financial Statements (dollars in thousands, except per share data) (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 1998 are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 1999. For further information, refer to the consolidated financial statements and footnotes thereto included in Triumph Group, Inc.'s (the "Company") Annual Report on Form 10-K for the year ended March 31, 1998. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION The Company's aviation segment designs, engineers, manufactures, repairs, overhauls and distributes aircraft components for commercial airlines, air cargo carriers, and original equipment manufacturers on a worldwide basis. The Company's metals segment manufactures, machines, processes, and distributes metal products to customers in the computer, construction, container, farm equipment and office furniture industries, primarily within North America. NEW ACCOUNTING STANDARDS Effective April 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income", ("SFAS No. 130"), which establishes standards for reporting and displaying comprehensive income and its components. Comprehensive income includes all changes in stockholder's equity during a period, except those resulting from investments by and distributions to owners. The adoption of SFAS No. 130 had no impact on the Company's net income or shareholder's equity. In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS No. 131"). SFAS No. 131 requires disclosure of certain information about operating segments, products and services, geographic areas of operations and major customers. The Company is required to adopt this statement as of the end of the fiscal year ending March 31, 1999. The Company is evaluating the effects of SFAS No. 131 on its financial statement disclosures. SFAS No. 131 will have no effect on the Company's results of operations, financial condition, capital resources or liquidity. USE OF ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. -6-
Triumph Group, Inc. Notes to Condensed Consolidated Financial Statements (continued) (dollars in thousands, except per share data) (Unaudited) 3. INVENTORIES The components of inventories are as follows: <TABLE> <CAPTION> MARCH 31, JUNE 30, 1998 1998 ---- ---- <S> <C> <C> Raw materials $23,665 $27,790 Work-in-process 26,796 27,658 Finished goods 27,228 28,153 ------- ------- Total inventories at FIFO cost 77,689 83,601 Less allowance to reduce certain current FIFO costs to LIFO basis 586 586 ------- ------- Total inventories $77,103 $83,015 ------- ------- ------- ------- </TABLE> Approximately 12% and 14% of the inventory is valued using the LIFO method at March 31, 1998 and June 30, 1998, respectively. 4. LONG-TERM DEBT Long-term debt consists of the following: <TABLE> <CAPTION> MARCH 31, JUNE 30, 1998 1998 ---- ---- <S> <C> <C> Revolving credit facility $17,720 $ 9,927 Subordinated promissory notes 10,964 11,149 Industrial revenue bonds 5,000 4,665 Other debt and capital lease obligations 814 809 ------- ------- 34,498 26,550 Less current portion 675 672 ------- ------- $33,823 $25,878 ------- ------- ------- ------- </TABLE> 5. 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 such 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. -7-
Triumph Group, Inc. Notes to Condensed Consolidated Financial Statements (continued) (dollars in thousands, except per share data) (Unaudited) 6. EARNINGS PER SHARE The following is a reconciliation between the weighted average outstanding shares used in the calculation of basic and diluted earnings per share: <TABLE> <CAPTION> THREE MONTHS ENDED JUNE 30, (in thousands) 1997 1998 ---- ---- <S> <C> <C> Weighted average common shares outstanding 9,750 11,898 Net effect of dilutive stock options 63 144 Net effect of dilutive warrant 650 650 ------ ------ Weighted average common shares outstanding - assuming dilution 10,463 12,692 ------ ------ ------ ------ </TABLE> 7. SUBSEQUENT EVENTS During July 1998, the Company acquired all of the outstanding stock of Nu-Tech Industries, Inc. ("Nu-Tech") which 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. Nu-Tech operates facilities located in the Kansas City metropolitan area. The purchase price of approximately $30 million, subject to adjustment, includes cash paid at closing and a long term liability to the former owners. The cash paid at closing was funded by borrowings under the Company's credit facility. Effective August 3, 1998 the Company increased its authorized shares of Common stock to 50 million shares from 15 million shares. -8-
Management's Discussion And Analysis of Financial Condition and Results of Operations (The following discussion should be read in conjunction with the Consolidated Financial Statements contained elsewhere herein.) THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997 Aviation Group Net sales. Net sales for the Aviation Group increased by $25.2 million, or 51.5%, to $74.1 million for the first quarter of fiscal 1999 from $48.9 million for the first quarter of fiscal 1998. This increase was primarily due to the inclusion of an aggregate of $26.4 million and $0.8 million in net sales for Frisby Aerospace, Inc. ("Frisby"), Hydro-Mill Co. ("Hydro-Mill"), Stolper-Fabralloy Company ("Stolper") and JDC Company ("JDC") in the first quarter of fiscal 1999 and 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 $1.6 million for the first quarter of fiscal 1998. Net sales for the other operating divisions and subsidiaries in the Aviation Group, experienced a 2.5% increase in net sales over the prior year period. Increased orders of aircraft components from OEMs accounted for the increase in net sales in the Aviation Group. Costs of products sold. Costs of products sold for the Aviation Group increased by $16.9 million, or 51.7%, to $49.5 million for the first quarter of fiscal 1999 from $32.7 million for the first quarter fiscal 1998. This increase was primarily due to the inclusion of $18.0 million and $0.4 million in the first quarter of fiscal 1999 and 1998, respectively, of costs of products sold associated with net sales generated by Frisby, Hydro-Mill, Stolper and JDC. The remaining increase is associated with the increase in net sales of the remaining operating divisions and subsidiaries in the Aviation Group, offset by a reduction of $1.1 million due to the sale of Air Lab. Gross profit. Gross profit for the Aviation Group increased by $8.3 million, or 51.2%, to $24.5 million for the first quarter of fiscal 1999 from $16.2 million for the first quarter of fiscal 1998. This increase was primarily due to the inclusion of $8.4 million and $0.4 million in the first quarter of fiscal 1999 and 1998, respectively, of gross profit on the net sales generated by Frisby, Hydro-Mill, Stolper and JDC. The remaining increase was generated on the increased sales volume of the other operating divisions and subsidiaries in the Aviation Group offset by the reduction of gross profit due to the sale of Air Lab. As a percentage of net sales, gross profit for the Aviation Group was 33.1% and 33.2% for the first quarter of fiscal 1999 and 1998, respectively. Selling, general and administrative expenses. Selling, general and administrative expenses for the Aviation Group increased by $1.5 million, or 21.9%, to $8.5 million for the first quarter of fiscal 1999 from $7.0 million for the first quarter of fiscal 1998, primarily due to the Frisby, Hydro-Mill, Stolper and JDC acquisitions. Depreciation and amortization. Depreciation and amortization for the Aviation Group increased by $1.0 million, or 63.2%, to $2.6 million for the first quarter of fiscal 1999 from $1.6 million for the first quarter of fiscal 1998, primarily due to the assets acquired in connection with the Frisby, Hydro-Mill, Stolper and JDC acquisitions. Operating income. Operating income for the Aviation Group increased by $5.8 million, or 75.2%, to $13.4 million for the first quarter of fiscal 1999 from $7.7 million for the first quarter of fiscal 1998. This increase was primarily due to the addition of net sales and profits generated by Frisby, Hydro-Mill, Stolper and JDC, partially offset by the sale of assets of Air Lab. All other operating divisions and subsidiaries in the Aviation group experienced a 10.0% improvement in operating income over the prior year. As a percentage of net sales, operating income for the Aviation Group was 18.1% for the first quarter of fiscal 1999 and 15.7% for the first quarter of fiscal 1998. -9-
Management's Discussion And Analysis of Financial Condition and Results of Operations (continued) Metals Group Net sales. Net sales for the Metals Group decreased by $5.9 million, or 25.7%, to $17.1 million for the first quarter of fiscal 1999 from $23.0 million for the first quarter of fiscal 1998. This decrease was due to the sale of the assets at the end of fiscal 1998 of the Deluxe Specialties Mfg. division ("Deluxe"), as well as a lower activity level in the remaining operations. Deluxe had sales of $2.9 million in the first quarter of fiscal 1998. Costs of products sold. Costs of products sold for the Metals Group decreased by $4.6 million, or 25.6%, to $13.5 million for the first quarter of fiscal 1999 from $18.1 million for the first quarter of fiscal 1998. This decrease was due to the sale of Deluxe, as well as a lower activity level in the remaining operations. Deluxe had $2.2 million of cost of products sold in the first quarter of fiscal 1998. Gross profit. Gross profit for the Metals Group decreased by $1.3 million, or 26.2%, to $3.6 million for fiscal 1999 from $4.9 million for the prior year period, due to the reasons discussed above. As a percentage of net sales, gross profit for the Metals Group was 21.1% and 21.2% for the first quarter of fiscal 1999 and fiscal 1998, respectively. Selling, general and administrative expenses. Selling, general and administrative expenses for the Metals Group decreased by $0.5 million or 16.1% to $2.6 million from $3.1 million in the first quarter of fiscal 1998, mainly due to the sale of Deluxe. Depreciation and amortization. Depreciation and amortization for the Metals Group remained unchanged at $0.3 million for the first quarter of fiscal 1999 from the first quarter of fiscal 1998. Operating income. Operating income for the Metals Group decreased by $0.8 million, or 50.8%, to $0.8 million for the first quarter of fiscal 1999 from $1.5 million for the first quarter of fiscal 1998, due to the reasons discussed above. As a percentage of net sales, operating income for the Metals Group was 4.4% and 6.7% for the first quarter of fiscal 1999 and 1998, respectively. Overall Results Corporate expenses. Corporate expenses remained unchanged at $1.0 million for the first quarter of fiscal 1999 and 1998. Interest expense. Interest expense decreased by $0.1 million, or 15.7%, to $0.7 million for the first quarter of fiscal 1999 from $0.8 million for the first quarter of fiscal 1998. This decrease was primarily due to reduced debt levels associated with the application of the proceeds from the public offering in November 1997 of shares of the Company's Common stock and the proceeds from the sales of Air Lab and Deluxe, partially offset by the acquisitions of Frisby, Hydro-Mill, Stolper and JDC, the cash portions of which were financed by borrowings under the Company's credit agreement. Income tax expense. The effective tax rate was 39.0% for the first quarter of both fiscal 1999 and 1998. Net income. Net income increased by $3.1 million, or 69.1%, to $7.6 million for the first quarter of fiscal 1999 from $4.5 million for the first quarter of fiscal 1998. The increase in first quarter 1999 net income was primarily attributable to the acquisitions of Frisby, Hydro-Mill, Stolper and JDC and the increase in income for the Aviation Group as a whole. -10-
Management's Discussion And Analysis of Financial Condition and Results of Operations (continued) Liquidity and Capital Resources The Company's working capital needs are generally funded through cash flows from operations and borrowings under its credit arrangements. The Company generated approximately $12.2 million of cash flows from operating activities for the three months ended June 30, 1998. The Company used approximately $4.7 million in investing activities and $8.1 million in financing activities for the three months ended June 30, 1998. As of June 30, 1998, $113.5 million was available under the Company's $125.0 million credit facility (the "Credit Facility"). On June 30, 1998, an aggregate amount of approximately $9.9 million was outstanding under the Credit Facility, $6.0 million of which was accruing interest at LIBOR plus applicable basis points totaling 5.9875% per annum, and $3.9 million of which was accruing interest at the prime rate of 8.5% per annum. Amounts repaid under the Credit Facility may be reborrowed. On July 16, 1998, the Company acquired all of the outstanding stock of Nu-Tech Industries, Inc. ("Nu-Tech") which specializes in producing complex structural components for the commercial 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. Nu-Tech operates facilities located in the Kansas City metropolitan area. The cash portion of the purchase price of approximately $30.0 million was funded by borrowings under the Company's Credit Facility. Capital expenditures were approximately $4.7 million for the three months ended June 30, 1998 primarily for manufacturing machinery and equipment for the Aviation Group. The Company funded these expenditures through borrowings under its Credit Facility. The Company expects capital expenditures to be approximately $22.0 million for its fiscal year ending March 31, 1999. The expenditures are expected to be used primarily to expand capacity at several facilities in the Aviation Group. 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 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. The Company recognizes the issue and has engaged the review and modification procedures necessary to make its systems Year 2000 compliant. Each operating unit is taking the lead for its own conversion and most of the conversion activities are occurring in conjunction with normal sustaining activities. Conversions are planned to be completed by the end of Fiscal 1999. The Company does not anticipate that internal Year 2000 conversion issues will materially impact operations or operating results. -11-
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 indentify 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 Registration Statement on Form S-3 filed with Securities and Exchange Commission in the November 1997 and the Company's Annual Report on Form 10-K, for the year ended March 31, 1998, filed with the SEC in June 1998. -12-
TRIUMPH GROUP, INC. Part II. Other Information Item 1. Legal Proceedings Not applicable Item 2. Changes in Securities Not applicable Item 3. Defaults upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders Not applicable Item 5. Other Information Stockholder Proposals If any stockholder wishes to present a proposal to the 1999 Annual Meeting of stockholders that is not included in the Company's proxy statement relating to such meeting and fails to submit such proposal to the Secretary of the Company on or before May 8, 1999, then the Company will be allowed to use its discretionary voting authority when the proposal is raised at the Annual Meeting without any discussion of the matter in its proxy statement. Item 6. Exhibits and Reports on Form 8-K A. Exhibits (10.1) Nu-Tech Industries Holding Company Stock Purchase Agreement (10.2) Shareholders Purchase Agreement (27) Financial Data Schedule B. Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended June 30, 1998. -13-
Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Triumph Group, Inc. ------------------------------------------------ (Registrant) /s/ Richard C. Ill ------------------------------------------------ Richard C. Ill, President & CEO /s/ John R. Bartholdson ------------------------------------------------ John R. Bartholdson, Senior Vice President & CFO (Principal Financial Officer) /s/ Kevin E. Kindig ------------------------------------------------ Kevin E. Kindig, Controller (Principal Accounting Officer) Dated: August 13, 1998 -14-