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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Period Ended September 30, 2002.

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)

Delaware
(State or other jurisdiction of incorporation or organization)
  51-0347963
(I.R.S. Employer Identification No.)

1255 Drummers Lane, Suite 200, Wayne, PA
(Address of principal executive offices)

 

19087-1565
(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 ý    No o

        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, 15,854,064 shares as of October 31, 2002.




TRIUMPH GROUP, INC.
INDEX

 
  Page Number
Part I. Financial Information    
 

Item 1. Financial Statements (Unaudited)


 


 
   
Consolidated Balance Sheets
September 30, 2002 and March 31, 2002

 

1
   
Consolidated Statements of Income
Three months ended September 30, 2002 and 2001
Six months ended September 30, 2002 and 2001

 

2
   
Consolidated Statements of Cash Flows
Six months ended September 30, 2002 and 2001

 

3
   
Notes to Consolidated Financial Statements
September 30, 2002

 

4
 
Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations

 

9
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

14
 
Item 4. Controls and Procedures

 

14

Part II. Other Information

 

 
 
Item 1. Legal Proceedings

 

15
 
Item 2. Changes in Securities

 

15
 
Item 3. Defaults upon Senior Securities

 

15
 
Item 4. Submission of Matters to a Vote of Security Holders

 

15
 
Item 5. Other Information

 

16
 
Item 6. Exhibits and Reports on Form 8-K

 

16

Signatures

 

17

Section 302 Certification by President and CEO

 

18

Section 302 Certification by Senior Vice President and CFO

 

19


Part I.    Financial Information

        Item 1.    Financial Statements


Triumph Group, Inc.
Consolidated Balance Sheets
(dollars in thousands, except per share data)

 
  SEPTEMBER 30,
2002

  MARCH 31,
2002

 
 
  (unaudited)

   
 
ASSETS              
Current assets:              
  Cash   $ 10,225   $ 6,913  
  Accounts receivable, net     108,090     104,450  
  Inventories     200,586     182,102  
  Prepaid expenses and other     4,869     3,430  
   
 
 
Total current assets     323,770     296,895  

Property and equipment, net

 

 

190,338

 

 

176,061

 

Goodwill, net

 

 

255,647

 

 

250,410

 
Intangible assets, net     32,786     34,947  
Other, net     15,993     14,652  
   
 
 
Total assets   $ 818,534   $ 772,965  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
Current liabilities:              
  Accounts payable   $ 40,723   $ 46,082  
  Accrued expenses and other     39,607     46,713  
  Income taxes payable     5,834     6,445  
  Deferred income taxes     5,512     4,635  
  Current portion of long-term debt     16,153     11,295  
   
 
 
Total current liabilities     107,829     115,170  

Long-term debt, less current portion

 

 

176,118

 

 

146,961

 
Deferred income taxes and other     57,474     57,333  

Stockholders' equity:

 

 

 

 

 

 

 
  Common stock, $.001 par value, 50,000,000 shares authorized, 16,027,324 and 14,178,789 shares issued     16     14  
  Class D common stock convertible, $.001 par value, 6,000,000 shares authorized, 0 and 1,848,535 shares issued and outstanding         2  
  Capital in excess of par value     258,500     258,256  
  Treasury stock, at cost, 173,260 and 210,210 shares     (4,329 )   (5,252 )
  Accumulated other comprehensive loss, net     (758 )   (3,156 )
  Retained earnings     223,684     203,637  
   
 
 
Total stockholders' equity     477,113     453,501  
   
 
 
Total liabilities and stockholders' equity   $ 818,534   $ 772,965  
   
 
 

SEE ACCOMPANYING NOTES.

1



Triumph Group, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)

 
  THREE MONTHS ENDED
SEPTEMBER 30,

  SIX MONTHS ENDED
SEPTEMBER 30,

 
  2002
  2001
  2002
  2001
Net sales   $ 152,892   $ 161,427   $ 303,527   $ 314,959
   
 
 
 
Operating costs and expenses:                        
  Cost of products sold     108,702     112,336     214,089     217,728
  Selling, general, and administrative     19,188     19,970     39,403     39,297
  Depreciation and amortization     6,233     5,258     12,600     10,518
  Special charge         5,044         5,044
   
 
 
 
      134,123     142,608     266,092     272,587

Operating income

 

 

18,769

 

 

18,819

 

 

37,435

 

 

42,372
Interest expense and other     3,179     2,982     6,270     6,220
   
 
 
 
Income before income taxes     15,590     15,837     31,165     36,152
Income tax expense     5,535     5,733     11,064     13,087
   
 
 
 
Net income   $ 10,055   $ 10,104   $ 20,101   $ 23,065
   
 
 
 
Earnings per share—basic   $ 0.63   $ 0.64   $ 1.27   $ 1.46
   
 
 
 
Weighted average common shares outstanding—basic     15,836     15,799     15,827     15,783
   
 
 
 
Earnings per share—diluted   $ 0.63   $ 0.63   $ 1.26   $ 1.44
   
 
 
 
Weighted average common shares outstanding—diluted     15,940     15,977     15,965     15,965
   
 
 
 

SEE ACCOMPANYING NOTES.

2



Triumph Group, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)

 
  SIX MONTHS ENDED SEPTEMBER 30,
 
 
  2002
  2001
 
OPERATING ACTIVITIES              
Net income   $ 20,101   $ 23,065  
Adjustments to reconcile net income to net cash provided by operating activities:              
  Depreciation and amortization     12,600     10,518  
  Non-cash special charge         5,044  
  Other amortization included in interest expense     193     193  
  Provision for doubtful accounts receivable     484     673  
  Interest on subordinated and junior subordinated promissory notes paid by issuance of additional notes     634     539  
  Changes in other current assets and liabilities, net of acquisitions of businesses:              
    Accounts receivable     307     (26 )
    Inventories     (5,418 )   (3,154 )
    Prepaid expenses and other     (1,317 )   (2,602 )
    Accounts payable, accrued expenses, and accrued income taxes payable     (14,734 )   (18,686 )
  Other     (1,068 )   334  
   
 
 
Net cash provided by operating activities     11,782     15,898  

INVESTING ACTIVITIES

 

 

 

 

 

 

 
Capital expenditures     (14,477 )   (14,320 )
Proceeds from sale of assets     370     165  
Cash used for businesses acquired     (28,889 )   (4,425 )
   
 
 
Net cash used in investing activities     (42,996 )   (18,580 )

FINANCING ACTIVITIES

 

 

 

 

 

 

 
Net proceeds from common stock offering         16,031  
Net increase (decrease) in revolving credit facility borrowings     35,458     (14,518 )
Repayment of debt and capital lease obligations     (2,280 )   (3,988 )
Proceeds from issuance of long-term debt         7,500  
Purchase of treasury stock         (750 )
Proceeds from exercise of stock options     939     281  
   
 
 
Net cash provided by financing activities     34,117     4,556  
   
 
 
Effect of exchange rate changes on cash     409     125  
   
 
 
Net change in cash     3,312     1,999  
Cash at beginning of period     6,913     4,819  
   
 
 
Cash at end of period   $ 10,225   $ 6,818  
   
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:              
Cash paid for income taxes   $ 11,445   $ 15,023  
Cash paid for interest     5,504     6,576  

SEE ACCOMPANYING NOTES.

3



Triumph Group, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
(Unaudited)

1.    BASIS OF PRESENTATION

        The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six-month periods ended September 30, 2002 are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2003. 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, 2002.

        Certain reclassifications have been made to prior year amounts in order to conform to the current year presentation.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

        The Company's Aviation segment designs, engineers, manufactures or repairs and overhauls aircraft components and industrial gas turbine components and accessories for commercial airlines, air cargo carriers, and original equipment manufacturers of aircraft and aircraft components and power generation equipment on a worldwide basis. The Company's Metals segment manufactures, machines, processes, and distributes metal products to customers in the computer, construction, container and office furniture industries, primarily within North America.

USE OF ESTIMATES

        The preparation of the financial statements in conformity with 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.

USE OF DERIVATIVE FINANCIAL INSTRUMENTS

        The Company uses derivative financial instruments principally to manage the risk that changes in interest rates will affect the amount of its future interest payments. The Company has entered into an interest rate swap contract which effectively converts a portion of its floating-rate debt to a fixed-rate basis through November 2002. Under the interest rate swap contract, the Company pays amounts equal to the specified fixed-rate interest (6.56%) multiplied by the notional principal amount ($100,000), and receives a floating-rate interest (30-day LIBOR) multiplied by the same notional principal amount. The net effect of the spread between the floating rate and the fixed rate is reflected as an adjustment to interest expense in the period incurred.

        No other cash payments are made unless the contract is terminated prior to maturity, in which case the amount paid or received in settlement is established by agreement at the time of termination

4



and should represent the market quotation, at current rates of interest, of the remaining obligations to exchange payments under the terms of the contract. The counterparty to the interest rate swap agreement exposes the Company to credit loss in the event of non-performance, although the Company does not anticipate such non-performance. The Company accounts for its interest rate swap contract as a cash flow hedge which is highly effective. At September 30, 2002 and March 31, 2002, the interest rate swap is reflected at fair value of $809 and $3,115, respectively, and is included in accrued expenses and other. The Company has not experienced any ineffectiveness with its interest rate swap and, accordingly, has not recognized any gains or losses in its earnings.

INTANGIBLE ASSETS

        Intangible assets cost and accumulated amortization at September 30, 2002 were $48,219 and $15,433, respectively. Intangible assets cost and accumulated amortization at March 31, 2002 were $48,219 and $13,272, respectively. Intangible assets consist of two major classes: (i) product rights and licenses and (ii) non-compete agreements and other. Gross cost and accumulated amortization of product rights and licenses at September 30, 2002 were $36,708 and $8,835, respectively, and at March 31, 2002 were $36,708 and $7,136, respectively. Gross cost and accumulated amortization of noncompete agreements and other at September 30, 2002 were $11,511 and $6,598, respectively, and at March 31, 2002 were $11,511 and $6,136, respectively. Amortization expense for the three and six-month periods ended September 30, 2002 were $1,017 and $2,161, respectively. Amortization expense for the fiscal year ending March 31, 2003 and the succeeding five fiscal years by year is expected to be as follows: 2003: $4,141; 2004: $3,960; 2005: $3,960; 2006: $3,960; 2007: $3,960; 2008: $3,924.

3.    ACQUISITIONS

        In April 2002, the Company acquired certain assets of Ozone Industries, Inc. ("Ozone Assets"), which are being operated by the Company's HTD Aerospace, Inc. subsidiary. In July 2002, the Company acquired substantially all of the assets of Aerocell Structures, Inc. ("Aerocell Assets"), which are being operated by the Company's Airborne Nacelle Services, Inc. subsidiary. In August 2002, the Company acquired substantially all of the assets of Furst Aircraft and Instrument ("Furst"). The Company acquired the Ozone Assets to expand its product line offerings in hydraulic control systems, the Aerocell Assets to expand its capabilities and customer base in repair of flight control surfaces, and Furst to expand its capabilities and customer base in instrument repair. The Ozone Assets are used in conjunction with the design, development, testing and manufacturing of aircraft hydraulic systems and components for the defense and commercial aircraft markets. These proprietary products include nose wheel steering assemblies and hydraulic quick disconnect couplings. The Aerocell Assets are used in the repair and overhaul of airframe components, bonded components and structural assemblies for all commercial air fleets. Furst operates within the business jet market as a certified instrument repair, overhaul and re-certification facility and has capabilities on more than 1,500 components and represents most major manufacturers. In addition, Furst provides avionics installation services, rotables, loaners, engineering, 24-hour AOG support, inventory and parts management and field services. The purchase price of the combined asset purchases of $28,558 includes cash paid at the closings, direct

5



costs of the transactions and deferred payments. The excess of the purchase price over the preliminary estimated fair value of the net assets acquired of $4,764 was recorded as Goodwill.

        These acquisitions have been accounted for under the purchase method and, accordingly, are included in the consolidated financial statements from their dates of acquisition. These acquisitions were funded by the Company's long-term borrowings in place at the date of each respective acquisition.

        The following unaudited pro forma information for the six months ended September 30, 2002 and 2001 have been prepared assuming the acquisition of the Ozone Assets, the Aerocell Assets and Furst had occurred on April 1, 2001. The pro forma information for the six months ended September 30, 2002 is as follows: Net sales: $308,407; Net income: $19,569; Earnings per share—basic: $1.24; and Earnings per share—diluted: $1.23. The pro forma information for the six months ended September 30, 2001 is as follows: Net sales: $334,761; Net income: $22,525; Earnings per share—basic: $1.43; and Earnings per share—diluted: $1.41. The unaudited pro forma information includes adjustments for interest expense that would have been incurred to finance the purchases and additional depreciation based on the estimated fair market value of the property and equipment acquired. The unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed dates.

4.    INVENTORIES

        The components of inventories are as follows:

 
  SEPTEMBER 30,
2002

  MARCH 31,
2002

Raw materials   $ 55,121   $ 57,681
Work-in-process     84,381     76,755
Finished goods     61,084     47,666
   
 
Total inventories   $ 200,586   $ 182,102
   
 

5.    LONG-TERM DEBT

        Long-term debt consists of the following:

 
  SEPTEMBER 30,
2002

  MARCH 31,
2002

Revolving credit facility   $ 149,791   $ 114,333
Subordinated promissory notes     25,468     25,822
Other debt     17,012     18,101
   
 
      192,271     158,256
Less current portion     16,153     11,295
   
 
    $ 176,118   $ 146,961
   
 

6


6.    EARNINGS PER SHARE

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

 
  THREE MONTHS ENDED
SEPTEMBER 30,

  SIX MONTHS ENDED
SEPTEMBER 30,

 
  2002
  2001
  2002
  2001
 
  (in thousands)

Weighted average common shares outstanding—basic   15,836   15,799   15,827   15,783
Net effect of dilutive stock options   104   178   138   182
   
 
 
 
Weighted average common shares outstanding—diluted   15,940   15,977   15,965   15,965
   
 
 
 

        Options to purchase 524,500 shares of common stock, at prices ranging from $38.35 per share to $44.91 per share, were outstanding during the three months ended September 30, 2002. These options were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common stock during the three months ended September 30, 2002 and, therefore, the effect would be antidilutive.

7.    COMMON STOCK

        During the quarter ended June 30, 2002, all 1,848,535 shares of Class D Common stock outstanding were converted to Common stock.

7


8.    SEGMENT REPORTING

        Selected financial information for each reportable segment is as follows:

 
  THREE MONTHS ENDED
SEPTEMBER 30,

  SIX MONTHS ENDED
SEPTEMBER 30,

 
 
  2002
  2001
  2002
  2001
 
Net Sales:                          
  Aviation   $ 141,328   $ 149,013   $ 281,117   $ 289,522  
  Metals     11,564     12,414     22,410     25,437  
   
 
 
 
 
    $ 152,892   $ 161,427   $ 303,527   $ 314,959  
   
 
 
 
 
Income before income taxes:                          
Operating income (expense):                          
  Aviation   $ 20,401   $ 25,727   $ 40,640   $ 50,916  
  Metals     146     104     561     213  
  Corporate     (1,778 )   (1,968 )   (3,766 )   (3,713 )
  Special charge         (5,044 )       (5,044 )
   
 
 
 
 
      18,769     18,819     37,435     42,372  
  Interest expense and other     3,179     2,982     6,270     6,220  
   
 
 
 
 
    $ 15,590   $ 15,837   $ 31,165   $ 36,152  
   
 
 
 
 
Capital expenditures:                          
  Aviation   $ 8,773   $ 7,201   $ 13,918   $ 12,364  
  Metals     104     558     533     1,943  
  Corporate     18     6     26     13  
   
 
 
 
 
    $ 8,895   $ 7,765   $ 14,477   $ 14,320  
   
 
 
 
 
Depreciation and amortization:                          
  Aviation   $ 5,791   $ 4,863   $ 11,759   $ 9,728  
  Metals     409     372     784     743  
  Corporate     33     23     57     47  
   
 
 
 
 
    $ 6,233   $ 5,258   $ 12,600   $ 10,518  
   
 
 
 
 
 
  September 30,
2002

  March 31,
2002

Assets:            
  Aviation   $ 776,893   $ 734,760
  Metals     29,324     28,510
  Corporate     12,317     9,695
   
 
    $ 818,534   $ 772,965
   
 

        For the three months ended September 30, 2002 and 2001, the Company had foreign sales of $30,132 and $34,222, respectively. For the six months ended September 30, 2002 and 2001, the Company had foreign sales of $58,544 and $66,857, respectively.

8



Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        (The following discussion should be read in conjunction with the Consolidated Financial Statements contained elsewhere herein.)

Three months ended September 30, 2002 compared to three months ended September 30, 2001

Aviation Segment

        Net sales.    Net sales for the Aviation segment decreased by $7.7 million, or 5.2%, to $141.3 million for the second quarter of fiscal 2003 from $149.0 million for the prior year period. This decline in revenue is primarily due to a decrease in commercial airframe build rates as compared to the prior year period, offset by certain military programs, most significantly the C-17 and F-18 E/F programs. Revenue in the second quarter of fiscal 2003 was also assisted by the positive impact from the acquisitions of certain assets of Ozone Industries, Inc. in April 2002, certain assets of Aerocell Structures, Inc. in July 2002 and the acquisition of Furst Aircraft, Inc. in August 2002 (collectively, the "2003 Acquisitions"), as well as the acquisition of EFS Aerospace, Inc. ("EFS") in August 2001.

        Costs of products sold.    Costs of products sold for the Aviation segment decreased by $2.8 million, or 2.8%, to $100.0 million for the second quarter of fiscal 2003 from $102.9 million for the second quarter of fiscal 2002. Cost of products sold increased as a percentage of sales due to lower operating rates in relation to fixed costs, as well as significant increases in healthcare costs.

        Gross profit.    Gross profit for the Aviation segment decreased by $4.9 million, or 10.5%, to $41.3 million for the second quarter of fiscal 2003 from $46.1 million for the second quarter of fiscal 2002. This decrease was primarily due to the reasons discussed above. As a percentage of net sales, gross profit for the Aviation segment was 29.2% and 31.0% for the second quarter of fiscal 2003 and the second quarter of fiscal 2002, respectively.

        Selling, general and administrative expenses.    Selling, general and administrative expenses for the Aviation segment decreased by $0.5 million, or 2.9%, to $15.1 million for the second quarter of fiscal 2003 from $15.5 million for the prior year period, due to reduced employment costs as a result from a reduction in headcount, offset by increases in healthcare costs, liability insurance premiums and the inclusion of EFS and the 2003 Acquisitions.

        Depreciation and amortization.    Depreciation and amortization for the Aviation segment increased by $0.9 million, or 19.1%, to $5.8 million for the second quarter of fiscal 2003 from $4.9 million for the second quarter of fiscal 2002, primarily due to an increase in depreciation due to the Company's capital expenditures made over the last twelve months and from the assets acquired in connection with the acquisition of EFS and the 2003 Acquisitions.

        Operating income.    Operating income for the Aviation segment decreased by $5.3 million, or 20.7%, to $20.4 million for the second quarter of fiscal 2003 from $25.7 million for the prior year period. The net decrease in operating income over the prior year period resulted from the decrease in revenues and gross profits, most notably from the decrease in commercial airframe build rates discussed above, increases in depreciation and amortization expenses from the Aviation Segment as a whole, partially offset by reductions in selling, general and administrative expenses and the operating profits from the inclusion of EFS and the 2003 Acquisitions.

Metals Segment

        Net sales.    Net sales for the Metals segment decreased by $0.9 million, or 6.8%, to $11.6 million for the second quarter of fiscal 2003 from $12.4 million for the prior year period. This decrease was

9


mainly due to lower volume at the Company's electrogalvanized and flat rolled steel products operation caused by lower demand from its durable goods customers.

        Costs of products sold.    Costs of products sold for the Metals segment decreased by $0.8 million, or 8.5%, to $8.7 million for the second quarter of fiscal 2003 from $9.5 million for the second quarter of fiscal 2002. This decrease was mainly due to the decrease in activity at the Company's electrogalvanized and flat rolled steel products operation.

        Gross profit.    Gross profit for the Metals segment decreased by $0.1 million, or 1.7%, to $2.9 million for the second quarter of fiscal 2003 from $3.0 million for the second quarter of fiscal 2002, due to the reasons discussed above. As a percentage of net sales, gross profit for the Metals segment was 25.1% and 23.8% for the second quarter of fiscal 2003 and the second quarter of fiscal 2002, respectively.

        Selling, general and administrative expenses.    Selling, general and administrative expenses for the Metals segment decreased by $0.1 million, or 5.2%, to $2.3 million for the second quarter of fiscal 2003 from $2.5 million for the second quarter of fiscal 2002.

        Depreciation and amortization.    Depreciation and amortization for the Metals segment remained unchanged at $0.4 million for the second quarter of fiscal 2003 from the prior year period.

        Operating income.    Operating income for the Metals segment remained unchanged at $0.1 million for the second quarter of fiscal 2003 from the prior year period.

Overall Results

        Corporate expenses.    Corporate expenses decreased by $0.2 million, or 9.7%, to $1.8 million for the second quarter of fiscal 2003 from $2.0 million for the second quarter of fiscal 2002 primarily due to lower compensation expense.

        Special charge.    During the second quarter of fiscal 2002, the Company recorded a special charge totaling $5.0 million related to the write-off of the design and development costs related to an aircraft program, which was deemed unlikely to go into production.

        Interest expense and other.    Interest expense and other increased by $0.2 million, or 6.6%, to $3.2 million for the second quarter of fiscal 2003 from $3.0 million for the second quarter of fiscal 2002. This increase was primarily due to increased borrowing resulting from the acquisition of EFS, the 2003 Acquisitions and the Company's capital expenditure program, partially offset by lower interest rates.

        Income tax expense.    The effective tax rate was 35.5% for the second quarter of fiscal 2003 and 36.2% for the second quarter of fiscal 2002.

        Net income.    Net income remained unchanged at $10.1 million for the second quarter of fiscal 2003 from the prior year period.

Six months ended September 30, 2002 compared to six months ended September 30, 2001

Aviation Segment

        Net sales.    Net sales for the Aviation segment decreased by $8.4 million, or 2.9%, to $281.1 million for the six months ended September 30, 2002 from $289.5 million for the prior year period. This decline