8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   October 25, 2006

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12235	51-0347963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1550 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania	19087
(Address of principal executive offices)	(Zip Code)

(610) 251-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                  Results of Operations and Financial Condition.

On October 25, 2006, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2006 and conducted a conference call to further discuss the financial results.  The full text of the press release is furnished as Exhibit 99.1 to this Current Report.

On the conference call, in addition to reviewing the information contained in the press release, the executive officers also discussed the following financial information:

·Export sales for the fiscal quarter ended September 30, 2006 were 22% of revenue.  For the year to date as of September 30, 2006, sales mix was as follows:  commercial was 43% (compared to 45% in the prior full fiscal year), military was 34% (compared to 33% in the prior full fiscal year), regional jets were 5% (compared to 6% in the prior full fiscal year), business jets were 11% (compared to 9% in the prior full fiscal year) and other was 7% (compared to 7% in the prior full fiscal year).

·The top ten programs represented in the backlog were the 777, 737NG, A320, CH47, V22, 747, UH60, A380, C17, and 767 programs, respectively.

·For the quarter ended September 30, 2006, Boeing commercial, military and space accounted for 23% of net sales.

·The Company’s effective tax rate for the quarter ended September 30, 2006 was 35.3%.  If the federal research and development tax credit is retroactively reinstated, the company expects that it would reduce the full year effective tax rate by 2%.

·The Company’s healthcare costs have increased approximately $2 million from Fiscal Year 2006 to Fiscal Year 2007 ($800,000 is due to increase in headcount) and litigation costs have increased approximately $1.8 million from Fiscal Year 2006 to Fiscal Year 2007.

·To date, the Company has not received any cancellations as a result of the Airbus announced delay in the delivery schedule of the A380 aircraft.  Based on the level of the backlog, the Company expects that any future cancellations or delays will have a negligible impact on earnings in Fiscal Year 2007.

The information in this Item 2.02 of this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01                Financial Statements and Exhibits.

(c)           Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 25, 2006

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 31, 2006		TRIUMPH GROUP, INC.
	By:	/s/ John B. Wright, II
		John B. Wright, II
		Vice President, General Counsel and Secretary

TRIUMPH GROUP, INC.
CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 25, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:

John Bartholdson

Senior Vice President,

Chief Financial Officer

Phone (610) 251-1000

jbartholdson@triumphgroup.com

TRIUMPH GROUP REPORTS

SECOND QUARTER FISCAL 2007 RESULTS

·Net sales for the second quarter fiscal 2007 increased 23% to $226.1 million

·Operating income for the second quarter fiscal 2007 increased 76% to $23.3 million

·Net income for the second quarter fiscal 2007 increased 79% to $12.6 million

·Backlog increased 39% over prior year to $1.1 billion

Wayne, PA — October 25, 2006 — Triumph Group, Inc. (NYSE: TGI) today reported that net sales for the second quarter of the fiscal year ending March 31, 2007 totaled $226.1 million, a twenty-three percent increase from last year’s second quarter net sales of $183.6 million.  Net income for the second quarter of fiscal year 2007 increased seventy-nine percent to $12.6 million, or $0.77 per diluted common share, versus $7.0 million, or $0.44 per diluted common share for the second quarter of the prior year.  During the quarter, the company generated $4.6 million of cash flow from operations.  Results for the second quarter of fiscal year 2007 also reflected $0.02 per share charge related to stock-based compensation.

Net sales for the first six months of fiscal year 2007 were $448.9 million, a twenty-four percent increase over net sales of $361.3 million last year.  Net income for the first six months of fiscal year 2007 increased fifty-five percent to $22.0 million, or $1.35 per diluted common share, compared to net income of $14.2 million, or $0.89 per diluted common share in the prior year period.  During the six months, the company generated $5.2 million of cash flow from operations.

Prior year period segment results have been changed to classify certain revenue and costs from the Aftermarket Services segment to the Aerospace Systems segment for the operations of Triumph Fabrications-Phoenix and Triumph Fabrications-Fort Worth due to the fact that most of their product line has been transitioned to aerospace OEM products.  The transitioning of these business units resulted in the shift of approximately $5.0 million in revenue and $1.7 million in operating loss for the quarter ended September 30, 2005, previously reported in the Aftermarket Services segment, to the Aerospace Systems segment.  Segment results have been adjusted to reflect these changes.

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The Aerospace Systems segment reported net sales for the quarter of $179.7 million compared to $145.4 million in the prior year period, an increase of twenty-four percent.  Operating income for the second quarter of fiscal year 2007 was $25.3 million, compared to $15.5 million for the prior year period, a sixty-four percent increase.  Organic sales growth for the quarter was seventeen percent.

The Aftermarket Services segment reported net sales for the quarter of $47.0 million, compared to $39.4 million in the prior year period, a nineteen percent increase.  Operating income for the second quarter of fiscal year 2007 was $1.9 million, compared to $0.5 million for the prior year period, a 264 percent increase.  Organic sales growth for the quarter was twelve percent.  Operating results for the quarter reflected $0.8 million of start up costs associated with the new Thailand maintenance and repair facility.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “Our company continued its strong performance during the second quarter driven primarily by excellent growth in revenue, operating income and earnings.  The size and quality of our backlog further bolsters our confidence in the outlook for the second half of fiscal year 2007 and beyond.”

On September 18, 2006, the company issued and sold $201.3 million in convertible senior subordinated notes in order to prepay its outstanding Senior Notes, including the make-whole premium, fees and expenses in connection with the prepayment, and to repay a portion of the outstanding indebtedness under the company’s credit facility.  The company will expense the debt prepayment costs of approximately $0.17 per diluted common share as well as the unamortized debt issuance costs related to the Senior Notes of approximately $0.03 per diluted common share in the third quarter of fiscal year 2007.  The company prepaid the Senior Notes on October 4, 2006.

Commenting on the outlook for the year, Mr. Ill stated, “Given the strong results in the quarter and year-to-date and our confidence in the remainder of the year, we now expect our full-year earnings per share to be in the range of $2.65 to $2.70, which includes the after-tax impact of the debt prepayment and unamortized debt issuance costs of approximately $0.20 per diluted share.”

As previously announced, Triumph Group will hold a conference call on October 26th at 8:00 a.m. (ET) to discuss the fiscal year 2007 second quarter results.  The conference call will be available live and archived on the company’s website at http://www.triumphgroup.com.  An audio replay will be available from October 26th until November 2nd by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #975243.

Triumph Group, Inc., headquartered in Wayne, Pennsylvania, 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.

More information about Triumph can be found on the Internet at http://www.triumphgroup.com.

Statements in this release which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including expectations of future performance, profitability, growth and earnings.  All forward-looking statements involve risks and uncertainties which could affect the company’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the company.  Further information regarding the important factors that could cause

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actual results to differ from projected results can be found in Triumph’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended March 31, 2006.

FINANCIAL DATA (UNAUDITED) ON FOLLOWING 6 PAGES

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)

	Three Months Ended				Six Months Ended
	September 30,				September 30,
CONDENSED STATEMENTS OF INCOME	2006		2005		2006		2005
Net Sales	$	226,122	$	183,633	$	448,944	$	361,330
Operating Income	23,278		13,218		41,581		26,947
Interest Expense and Other	3,795		3,172		7,527		6,359
Income Tax Expense	6,872		3,002		12,010		6,375
Net Income	$	12,611	$	7,044	$	22,044	$	14,213
Earnings Per Share - Basic:
Net Income	$	0.78	$	0.44	$	1.37	$	0.89
Weighted average common shares outstanding - Basic	16,166		15,910		16,121		15,908
Earnings Per Share - Diluted:
Net Income	$	0.77	$	0.44	$	1.35	$	0.89
Weighted average common shares outstanding - Diluted	16,314		16,056		16,299		16,031
Dividends declared and paid per common share	$	0.04	$	0.00	$	0.04	$	0.00

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands, except per share data)

BALANCE SHEET

	September 30,		March 31,
	2006		2006
Assets
Cash	$	106,567	$	5,698
Accounts Receivable, net	157,564		147,780
Inventory	273,591		235,878
Deferred Income Taxes	6,868		6,868
Prepaid Expenses and Other	6,744		4,894
Current Assets	551,334		401,118
Property and Equipment, net	263,950		237,325
Goodwill	297,301		272,737
Intangible Assets, net	48,950		49,424
Other	19,577		14,179
Total Assets	$	1,181,112	$	974,783
Liabilities & Stockholders’ Equity
Accounts Payable	$	84,288	$	73,995
Accrued Expenses	64,545		68,488
Income Taxes Payable	4,232		5,195
Current Portion of Long-Term Debt	86,496		8,078
Current Liabilities	239,561		155,756
Long-Term Debt, less current portion	250,301		153,339
Deferred Income Taxes and Other	98,378		101,985
Stockholders’ Equity:
Common Stock, $.001 par value, 50,000,000 shares authorized, 16,243,219 and 16,027,324 shares issued	16		16
Capital in excess of par value	266,961		260,124
Treasury Stock, at cost, 1,650 and 18,311 shares	0		(455		)
Accumulated other comprehensive income (loss)	320		(162		)
Retained earnings	325,575		304,180
Total Stockholders’ Equity	592,872		563,703
Total Liabilities and Stockholders’ Equity	$	1,181,112	$	974,783

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

SEGMENT DATA

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
Net Sales:
Aerospace Systems	$	179,709		$	145,357		$	353,902		$	283,933
Aftermarket Services	47,017			39,358			96,484			79,168
Elimination of inter-segment sales	(604		)	(1,082		)	(1,442		)	(1,771		)
	$	226,122		$	183,633		$	448,944		$	361,330
Operating Income (Loss):
Aerospace Systems	$	25,348		$	15,482		$	45,646		$	30,882
Aftermarket Services	1,876			515			3,993			2,687
Corporate	(3,946		)	(2,779		)	(8,058		)	(6,622		)
	$	23,278		$	13,218		$	41,581		$	26,947
Depreciation and Amortization:
Aerospace Systems	$	6,353		$	5,864		$	12,756		$	11,763
Aftermarket Services	2,407			2,086			4,710			4,086
Corporate	67			32			111			64
	$	8,827		$	7,982		$	17,577		$	15,913
Capital Expenditures:
Aerospace Systems	$	8,138		$	3,864		$	14,872		$	6,264
Aftermarket Services	4,886			1,594			11,158			4,176
Corporate	20			19			145			33
	$	13,044		$	5,477		$	26,175		$	10,473

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

Non-GAAP Financial Measure Disclosures

Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for the three months ended September 30, 2006 was $32.1 million with a margin of 14.2%.  EBITDA for the three months ended September 30, 2005 was $21.2 million with a margin of 11.5%.  EBITDA for the six months ended September 30, 2006 was $59.2 million with a margin of 13.2%. EBITDA for the six months ended September 30, 2005 was $42.9 million with a margin of 11.9%.

Management believes that EBITDA provides the reader a good measure of cash generated from the operations of the business before any investment in working capital or fixed assets.

The following definition is provided for the non-GAAP financial measure identified above, together with a reconciliation of such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):
Net Income	$	12,611		$	7,044		$	22,044		$	14,213
Add-back:
Income Tax Expense	6,872			3,002			12,010			6,375
Interest Expense and Other	3,795			3,172			7,527			6,359
Depreciation and Amortization	8,827			7,982			17,577			15,913
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	32,105		$	21,200		$	59,158		$	42,860
Net Sales	$	226,122		$	183,633		$	448,944		$	361,330
EBITDA Margin	14.2		%	11.5		%	13.2		%	11.9		%

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

Non-GAAP Financial Measure Disclosures (Continued)

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):

	Three Months Ended September 30, 2006
				Segment Data
	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Net Income	$	12,611
Add-back:
Income Tax Expense	6,872
Interest Expense and Other	3,795
Operating Income (Expense)	$	23,278		$	25,348		$	1,876		$	(3,946	)
Depreciation and Amortization	8,827			6,353			2,407			67
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	32,105		$	31,701		$	4,283		$	(3,879	)
Net Sales	$	226,122		$	179,709		$	47,017		$	(604	)
EBITDA Margin	14.2		%	17.6		%	9.1		%	n/a

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):

	Six Months Ended September 30, 2006
				Segment Data
	Total			Aerospace Systems			Aftermarket Services			Corporate / Eliminations
Net Income	$	22,044
Add-back:
Income Tax Expense	12,010
Interest Expense and Other	7,527
Operating Income (Expense)	$	41,581		$	45,646		$	3,993		$	(8,058	)
Depreciation and Amortization	17,577			12,756			4,710			111
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization (“EBITDA”)	$	59,158		$	58,402		$	8,703		$	(7,947	)
Net Sales	$	448,944		$	353,902		$	96,484		$	(1,442	)
EBITDA Margin	13.2		%	16.5		%	9.0		%	n/a

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FINANCIAL DATA  (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

Non-GAAP Financial Measure Disclosures (Continued)

We use “Net Debt to Capital” as a measure of financial leverage.  The following table sets forth the computation of Net Debt to Capital:

	September 30,			March 31,
	2006			2006
Calculation of Net Debt
Current Portion	$	86,496		$	8,078
Long-term debt	250,301			153,339
Total Debt	336,797			161,417
Less: Cash	106,567			5,698
Net Debt	$	230,230		$	155,719
Calculation of Capital
Net Debt	$	230,230		$	155,719
Stockholders’ equity	592,872			563,703
Total Capital	$	823,102		$	719,422
Percent of Net Debt to Capital	28.0		%	21.6		%

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