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UNITED STATES

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): August 2, 2023

 

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

No.)

 

555 E Lancaster Avenue, Suite 400

 

 

Radnor, Pennsylvania

 

19087

(Address of principal executive offices)

 

(Zip Code)

 

(610) 251-1000

(Registrant's telephone number, including area code)

 

899 Cassatt Road, Suite 210

Berwyn, Pennsylvania 19312

(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):

 

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

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

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

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $.001 per share

 

TGI

 

New York Stock Exchange

Purchase Rights

 

 

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On August 2, 2023, Triumph Group, Inc. issued a press release announcing its financial results for the first quarter of fiscal year ending March 31, 2024 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 Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated August 2, 2023

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

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:

August 2, 2023

TRIUMPH GROUP, INC.

 

 

 

 

 

 

By:

/s/ Thomas A. Quigley, III

 

 

 

Thomas A. Quigley, III

 

 

 

Vice President, Investor Relations, Mergers & Acquisitions and Treasurer

 

 


 

Exhibit 99.1

img27292495_0.jpg 

 

NEWS RELEASE

 

Contact:

April Harper

Director, Marketing & Communications

Phone (610) 251-1000

aharper@triumphgroup.com

 

 

 

Thomas A. Quigley, III

VP, Investor Relations, Mergers & Acquisition and Treasurer

Phone (610) 251-1000

tquigley@triumphgroup.com

 

TRIUMPH REPORTS PRELIMINARY FIRST QUARTER FISCAL 2024 RESULTS

 

 

RADNOR, Pa. – August 2, 2023 – Triumph Group, Inc. (NYSE: TGI) ("TRIUMPH" or the “Company”) today reported preliminary financial results for its first quarter of fiscal 2024, which ended June 30, 2023.

 

First Quarter Fiscal 2024

Net sales of $327.1 million; Organic sales growth of 14%
Operating income of $18.7 million with operating margin of 5.7%; adjusted operating income of $24.4 million with adjusted operating margin of 7.5%
Net loss of ($12.8) million, or ($0.19) per share; adjusted net loss of ($7.0) million, or ($0.10) per diluted share
Adjusted EBITDAP of $35.6 million with Adjusted EBITDAP margin of 10.9%

Fiscal 2024 Guidance

Reaffirmed expected net sales of $1.39 billion to $1.43 billion, reflecting 7 - 10% organic growth
Updated operating income of $159.0 million to $174.0 million, reflecting operating margin of 11 - 12%
Reaffirmed adjusted EBITDAP of $210.0 million to $225.0 million, reflecting Adjusted EBITDAP margin of 15 - 16%
Reaffirmed expected cash flow from operations of $60.0 million to $80.0 million; free cash flow of $35.0 million to $50.0 million

“Building off our positive momentum from fiscal 2023, TRIUMPH generated its fifth consecutive quarter of organic sales growth driven by continued strong commercial aftermarket and improving OEM demand," said Dan Crowley, TRIUMPH’s chairman, president, and chief executive officer. “Free cash use was in line with our expectations and was impacted by seasonality due to increased working capital necessary to support higher deliveries. We continue to expect free cash flow to improve over the course of the year. With a growing and profitable backlog, TRIUMPH is well positioned to continue to grow organically and improve profitability, while also benefitting from the positive trends across our end markets.”

Mr. Crowley continued, "As TRIUMPH continues to focus on deleveraging and optimizing its capital structure, the company recently completed the successful redemption of its warrants, increasing cash by $85 million and reducing debt by $14 million. TRIUMPH remains on track to deliver profitable growth and achieve its full year guidance as the Company is executing on its financial and operational goals.”

 

 

 

1


 

First Quarter Fiscal 2024 Overview

 

 

Three Months Ended June 30,

 

($ in millions)

 

2023

 

 

2022

 

Commercial OEM

 

$

117.2

 

 

$

168.5

 

Military OEM

 

 

65.8

 

 

 

57.0

 

Total OEM Revenue

 

 

183.0

 

 

 

225.5

 

 

 

 

 

 

 

 

Commercial Aftermarket

 

 

87.6

 

 

 

63.2

 

Military Aftermarket

 

 

47.6

 

 

 

50.9

 

Total Aftermarket Revenue

 

 

135.2

 

 

 

114.1

 

 

 

 

 

 

 

 

Non-Aviation Revenue

 

 

8.3

 

 

 

9.2

 

Amortization of acquired contract liabilities

 

 

0.6

 

 

 

0.5

 

Total Net Sales*

 

$

327.1

 

 

$

349.4

 

* Differences due to rounding

 

 

 

 

 

 

Note> Aftermarket sales include both repair & overhaul services and spare parts sales.

 

 

 

 

 

 

Excluding impacts from divestitures and exited or sunsetting programs, organic Commercial OEM sales increased $8.7 million, or 8.1% and included increased production volumes on Boeing 787 and 737 programs, offset by reductions across other commercial rotorcraft programs.

 

Military OEM sales increased $8.8 million, or 15.5%, all of which were organic, primarily due to increased sales related to the CH-53K, V-22, and UH-60 programs.

 

Commercial Aftermarket sales increased $24.5 million, or 38.7%. Excluding impacts from divestitures, organic Commercial Aftermarket sales increased $25.9 million, or 42.5%, driven by the continued improvement in overall air travel metrics, favorably impacting both repair and overhaul services and spare part sales on an equal basis.

 

Military aftermarket sales decreased $3.3 million, or 6.6%, all of which was organic, driven by reduced sales across several fixed wing platforms and reduced spares on rotorcraft platforms relative to the prior year, partially offset by increased repairs on rotorcraft platforms.

 

First quarter operating income of $18.7 million includes $1.9 million of shareholder cooperation costs and a $3.8 million reduction of the prior period gain on sale of assets and businesses. Net loss for the first quarter of 2024 was ($12.8) million or ($0.19) per share and includes $0.1 million in debt extinguishment losses.

TRIUMPH’s results included the following:

($ millions except EPS)

 

Pre-tax

 

 

After-tax

 

 

Diluted EPS

 

Loss from Continuing Operations - GAAP

 

$

(11.0

)

 

$

(12.8

)

 

$

(0.19

)

Adjustments

 

 

 

 

 

 

 

 

 

Loss on sale of assets and businesses, net

 

 

3.8

 

 

 

3.8

 

 

 

0.06

 

Shareholder cooperation expenses

 

 

1.9

 

 

 

1.9

 

 

 

0.03

 

Debt extinguishment losses

 

 

0.1

 

 

 

0.1

 

 

 

0.00

 

Adjusted Income from Continuing Operations - non-GAAP

 

$

(5.2

)

 

$

(7.0

)

 

$

(0.10

)

 

The number of shares used in computing loss per share for the first quarter of 2024 was 66.3 million.

Backlog, which represents the next 24 months of actual purchase orders with firm delivery dates or contract requirements, was $1.74 billion, up 10% from prior fiscal year end. This increase was primarily on commercial narrow body platforms.

For the first quarter of fiscal 2024, cash flow used in operations was $63.7 million, which was in line with expectations previously provided and reflects seasonality due to increased working capital to support higher fiscal 2024 deliveries.

 

 

2


 

Potential Adjustments

We are currently evaluating the final accounting and process around the working capital components of recent legacy Aerospace Structures divestitures and related transition services agreements, which could result in non-cash adjustments to reported amounts, including gain or loss on sale of assets and businesses. At this time, we do not anticipate that potential adjustments would be material to the reported periods. We plan to provide an update upon completion of this evaluation process. These potential adjustments do not relate to previously disclosed indemnification claims related to the sale of the Stuart facility, which have been resolved in part at this time.

 

Conference Call

 

TRIUMPH will hold a conference call today, August 2nd, at 8:30 a.m. (ET) to discuss the first quarter of fiscal 2024 results. The conference call will be available live and archived on the Company’s website at http://www.triumphgroup.com. A slide presentation will be included with the audio portion of the webcast, and the presentation has been posted on the Company’s website at https://www.triumphgroup.com/filings-financial/quarterly-results. An audio replay will be available from August 2nd to August 9th by calling (844) 344-7529 (Domestic) or (412) 317-0088 (International), passcode #2972802.

 

About TRIUMPH

 

TRIUMPH, headquartered in Radnor, Pennsylvania, designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems and components. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.

 

More information about TRIUMPH can be found on the Company’s website at www.triumphgroup.com.

 

 

Forward Looking Statements

 

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 statements of expectations of or assumptions about financial and operational performance, revenues, earnings per share, cash flow or use, cost savings, operational efficiencies and organizational restructurings and our evaluation of potential adjustments to reported amounts, as described above. 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 actual results to differ from projected results can be found in Triumph Group’s reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

 

 

 

 

FINANCIAL DATA (UNAUDITED) ON FOLLOWING PAGES

3


 

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)

 

 

Three Months Ended

 

 

 

June 30,

 

CONDENSED STATEMENTS OF OPERATIONS

 

2023

 

 

2022

 

Net sales

 

$

327,145

 

 

$

349,384

 

Cost of sales (excluding depreciation shown below)

 

 

240,734

 

 

 

272,400

 

Selling, general & administrative

 

 

55,786

 

 

 

51,745

 

Depreciation & amortization

 

 

8,118

 

 

 

9,806

 

Restructuring costs

 

 

 

 

 

699

 

Loss on sale of assets and businesses, net

 

 

3,820

 

 

 

 

Operating income

 

 

18,687

 

 

 

14,734

 

Interest expense and other, net

 

 

38,447

 

 

 

31,912

 

Debt extinguishment losses

 

 

64

 

 

 

 

Warrant remeasurement gain

 

 

(8,001

)

 

 

 

Non-service defined benefit income

 

 

(820

)

 

 

(8,586

)

Income tax expense

 

 

1,750

 

 

 

1,750

 

Net loss

 

$

(12,753

)

 

$

(10,342

)

Loss per share - basic:

 

 

 

 

 

 

Net loss

 

$

(0.19

)

 

$

(0.16

)

Weighted average common shares outstanding - basic

 

 

66,347

 

 

 

64,820

 

Loss per share - diluted:

 

 

 

 

 

 

Net loss

 

$

(0.19

)

 

$

(0.16

)

Weighted average common shares outstanding - diluted

 

 

66,347

 

 

 

64,820

 

 

4


 

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except share data)

BALANCE SHEETS

 

Unaudited
June 30,
2023

 

 

Audited
March 31,
2023

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

146,318

 

 

$

227,403

 

Accounts receivable, net

 

 

163,649

 

 

 

196,775

 

Contract assets

 

 

112,657

 

 

 

103,027

 

Inventory, net

 

 

429,386

 

 

 

389,245

 

Prepaid and other current assets

 

 

19,716

 

 

 

17,062

 

Current assets

 

 

871,726

 

 

 

933,512

 

Property and equipment, net

 

 

168,437

 

 

 

166,800

 

Goodwill

 

 

510,855

 

 

 

509,449

 

Intangible assets, net

 

 

71,737

 

 

 

73,898

 

Other, net

 

 

32,115

 

 

 

31,185

 

Total assets

 

$

1,654,870

 

 

$

1,714,844

 

Liabilities & Stockholders' Deficit

 

 

 

 

 

 

Current portion of long-term debt

 

$

3,313

 

 

$

3,162

 

Accounts payable

 

 

149,107

 

 

 

197,932

 

Contract liabilities

 

 

47,882

 

 

 

44,482

 

Accrued expenses

 

 

144,452

 

 

 

151,348

 

Current liabilities

 

 

344,754

 

 

 

396,924

 

Long-term debt, less current portion

 

 

1,677,603

 

 

 

1,688,620

 

Accrued pension and post-retirement benefits, noncurrent

 

 

314,154

 

 

 

359,375

 

Deferred income taxes, noncurrent

 

 

7,444

 

 

 

7,268

 

Other noncurrent liabilities

 

 

57,369

 

 

 

60,053

 

Stockholders' Deficit:

 

 

 

 

 

 

Common stock, $.001 par value, 100,000,000 shares authorized, 69,964,040
   and 65,432,589 shares issued and outstanding

 

 

70

 

 

 

65

 

Capital in excess of par value

 

 

1,019,891

 

 

 

964,741

 

Accumulated other comprehensive loss

 

 

(546,106

)

 

 

(554,646

)

Accumulated deficit

 

 

(1,220,309

)

 

 

(1,207,556

)

Total stockholders' deficit

 

 

(746,454

)

 

 

(797,396

)

Total liabilities and stockholders' deficit

 

$

1,654,870

 

 

$

1,714,844

 

 

5


 

(Continued)

 

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except share data)

 

 

 

Three Months Ended June 30,

 

 

 

2023

 

 

2022

 

Operating Activities

 

 

 

 

 

 

Net loss

 

$

(12,753

)

 

$

(10,342

)

Adjustments to reconcile net loss to net cash used in
   operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

8,118

 

 

 

9,806

 

Amortization of acquired contract liability

 

 

(575

)

 

 

(523

)

Loss on sale of assets and businesses

 

 

3,820

 

 

 

 

Other amortization included in interest expense

 

 

1,368

 

 

 

1,562

 

Provision for credit losses

 

 

534

 

 

 

200

 

Warrants remeasurement gain

 

 

(8,001

)

 

 

 

Share-based compensation

 

 

3,622

 

 

 

1,578

 

Changes in other assets and liabilities, excluding the effects of
   acquisitions and divestitures:

 

 

 

 

 

 

Trade and other receivables

 

 

32,519

 

 

 

4,474

 

Contract assets

 

 

(10,180

)

 

 

(8,638

)

Inventories

 

 

(39,818

)

 

 

(19,190

)

Prepaid expenses and other current assets

 

 

(1,830

)

 

 

(7,538

)

Accounts payable, accrued expenses, and contract liabilities

 

 

(42,441

)

 

 

(56,352

)

Accrued pension and other postretirement benefits

 

 

(1,262

)

 

 

(8,322

)

Other, net

 

 

3,155

 

 

 

255

 

Net cash used in operating activities

 

 

(63,724

)

 

 

(93,030

)

Investing Activities

 

 

 

 

 

 

Capital expenditures

 

 

(6,401

)

 

 

(3,044

)

Payments on sale of assets and businesses

 

 

(6,848

)

 

 

(2,322

)

Investment in joint venture

 

 

(1,515

)

 

 

 

Net cash used in investing activities

 

 

(14,764

)

 

 

(5,366

)

Financing Activities

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

2,000

 

 

 

 

Retirement of debt and finance lease obligations

 

 

(763

)

 

 

(990

)

Payment of deferred financing costs

 

 

(1,438

)

 

 

 

Payment of common stock issuance costs, net of proceeds

 

 

(803

)

 

 

 

Repurchase of shares for share-based compensation
   minimum tax obligation

 

 

(1,235

)

 

 

(3,442

)

Net cash used in financing activities

 

 

(2,239

)

 

 

(4,432

)

Effect of exchange rate changes on cash

 

 

(358

)

 

 

(3,414

)

Net change in cash and cash equivalents

 

 

(81,085

)

 

 

(106,242

)

Cash and cash equivalents at beginning of period

 

 

227,403

 

 

 

240,878

 

Cash and cash equivalents at end of period

 

$

146,318

 

 

$

134,636

 

 

6


 

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

 

Three Months Ended

 

 

 

June 30,

 

SEGMENT DATA

 

2023

 

 

2022

 

Net sales:

 

 

 

 

 

 

Systems & Support

 

$

290,575

 

 

$

254,643

 

Interiors

 

 

36,583

 

 

 

94,753

 

Elimination of inter-segment sales

 

 

(13

)

 

 

(12

)

 

$

327,145

 

 

$

349,384

 

Operating income:

 

 

 

 

 

 

Systems & Support

 

$

45,784

 

 

$

33,151

 

Interiors

 

 

(2,563

)

 

 

(2,301

)

Corporate

 

 

(20,912

)

 

 

(14,538

)

Share-based compensation expense

 

 

(3,622

)

 

 

(1,578

)

 

$

18,687

 

 

$

14,734

 

Operating margin %

 

 

 

 

 

 

Systems & Support

 

 

15.8

%

 

 

13.0

%

Interiors

 

 

(7.0

%)

 

 

(2.4

%)

Consolidated

 

 

5.7

%

 

 

4.2

%

 

 

 

 

 

 

Depreciation and amortization^:

 

 

 

 

 

 

Systems & Support

 

$

6,940

 

 

$

7,521

 

Interiors

 

 

683

 

 

 

1,696

 

Corporate

 

 

495

 

 

 

589

 

 

$

8,118

 

 

$

9,806

 

Amortization of acquired contract liabilities:

 

 

 

 

 

 

Systems & Support

 

$

(575

)

 

$

(523

)

 

$

(575

)

 

$

(523

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7


 

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures

We prepare and publicly release annual audited and quarterly unaudited financial statements prepared in accordance with U.S. GAAP. In accordance with Securities and Exchange Commission (the "SEC") rules, we also disclose and discuss certain non-GAAP financial measures in our public filings and earning releases. Currently, the non-GAAP financial measures that we disclose are Adjusted EBITDA, which is our net income (loss) before interest and gains or losses on debt extinguishment, income taxes, amortization of acquired contract liabilities, consideration payable to customer related to divestitures, legal judgments and settlements, gains/loss on divestitures, gains/losses on warrant remeasurements and warrant-related transaction costs, share-based compensation expense, depreciation and amortization (including impairment of long-lived assets), other non-recurring impairments, and the effects of certain pension charges such as curtailments, settlements, withdrawals, and other early retirement incentives; and Adjusted EBITDAP, which is Adjusted EBITDA, before pension expense or benefit (excluding pension charges already adjusted in Adjusted EBITDA). We disclose Adjusted EBITDA on a consolidated and Adjusted EBITDAP on a consolidated and a reportable segment basis in our earnings releases, investor conference calls and filings with the SEC. The non-GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies. Also, in the future, we may disclose different non-GAAP financial measures in order to help our investors more meaningfully evaluate and compare our future results of operations with our previously reported results of operations.

We view Adjusted EBITDA and Adjusted EBITDAP as operating performance measures and, as such, we believe that the U.S. GAAP financial measure most directly comparable to such measures is net income (loss). In calculating Adjusted EBITDA and Adjusted EBITDAP, we exclude from net income (loss) the financial items that we believe should be separately identified to provide additional analysis of the financial components of the day-to-day operation of our business. We have outlined below the type and scope of these exclusions and the material limitations on the use of these non-GAAP financial measures as a result of these exclusions. Adjusted EBITDA and Adjusted EBITDAP are not measurements of financial performance under U.S. GAAP and should not be considered as a measure of liquidity, as an alternative to net income (loss), or as an indicator of any other measure of performance derived in accordance with U.S. GAAP. Investors and potential investors in our securities should not rely on Adjusted EBITDA or Adjusted EBITDAP as a substitute for any U.S. GAAP financial measure, including net income (loss). In addition, we urge investors and potential investors in our securities to carefully review the reconciliation of Adjusted EBITDA and Adjusted EBITDAP to net income (loss) set forth below, in our earnings releases, and in other filings with the SEC and to carefully review the U.S. GAAP financial information included as part of our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K that are filed with the SEC, as well as our quarterly earnings releases, and compare the U.S. GAAP financial information with our Adjusted EBITDA and Adjusted EBITDAP.

Adjusted EBITDA and Adjusted EBITDAP are used by management to internally measure our operating and management performance and by investors as a supplemental financial measure to evaluate the performance of our business that, when viewed with our U.S. GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors and trends affecting our business. We have spent more than 20 years expanding our product and service capabilities, partially through acquisitions of complementary businesses. Due to the expansion of our operations, which included acquisitions, our net income (loss) has included significant charges for depreciation and amortization. Adjusted EBITDA and Adjusted EBITDAP exclude these charges and provide meaningful information about the operating performance of our business, apart from charges for depreciation and amortization. We believe the disclosure of Adjusted EBITDA and Adjusted EBITDAP helps investors meaningfully evaluate and compare our performance from quarter to quarter and from year to year. We also believe Adjusted EBITDA and Adjusted EBITDAP are measures of our ongoing operating performance because the isolation of noncash charges, such as depreciation and amortization, and nonoperating items, such as interest, income taxes, pension and other postretirement benefits, provides additional information about our cost structure and, over time, helps track our operating progress. In addition, investors, securities analysts, and others have regularly relied on Adjusted EBITDA and Adjusted EBITDAP to provide financial measures by which to compare our operating performance against that of other companies in our industry.

 

8


 

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

Set forth below are descriptions of the financial items that have been excluded from our net income to calculate Adjusted EBITDA and Adjusted EBITDAP and the material limitations associated with using these non-GAAP financial measures as compared with net income from continuing operations:

Gains or losses from sale of assets and businesses may be useful for investors to consider because they reflect gains or losses from sale of operating units or other assets. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Warrants remeasurement gains or losses and Warrant-related transaction costs may be useful for investors to consider because they reflect the mark-to-market changes in the fair value of our Warrants and the costs associated with Warrants issuance or settlement. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Consideration payable to a customer related to a divestiture may be useful for investors to consider because it reflects consideration paid to facilitate the ultimate sale of operating units. We do not believe these charges necessarily reflect the current and ongoing cash earnings related to our operations.
Shareholder cooperation expenses may be useful for investors to consider because they represent certain costs of corporate governance that may be incurred periodically when reaching cooperative agreements with shareholders. We do not believe these charges necessarily reflect the current and ongoing cash earnings related to our operations.
Legal judgments and settlements, when applicable, may be useful for investors to consider because it reflects gains or losses from disputes with third parties. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Non-service defined benefit income or expense from our pension and other postretirement benefit plans (inclusive of certain pension related transactions such as curtailments, settlements, withdrawal, and early retirement or other incentives) may be useful for investors to consider because they represent the cost of postretirement benefits to plan participants, net of the assumption of returns on the plan's assets and are not indicative of the cash paid for such benefits. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Amortization of acquired contract liabilities may be useful for investors to consider because it represents the noncash earnings on the fair value of off-market contracts acquired through acquisitions. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Amortization expense and nonrecurring asset impairments (including goodwill, intangible asset impairments, and nonrecurring rotable inventory impairments) may be useful for investors to consider because it represents the estimated attrition of our acquired customer base and the diminishing value of trade names, product rights, licenses, or, in the case of goodwill, other assets that are not individually identified and separately recognized under U.S. GAAP, or, in the case of nonrecurring asset impairments, the impact of unusual and nonrecurring events affecting the estimated recoverability of existing assets. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.
Depreciation may be useful for investors to consider because it generally represents the wear and tear on our property and equipment used in our operations. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.
Share-based compensation may be useful for investors to consider because it represents a portion of the total compensation to management and the board of directors. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

 

 

9


 

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

The amount of interest expense and other, as well as debt extinguishment gains or losses, we incur may be useful for investors to consider and may result in current cash inflows or outflows. However, we do not consider the amount of interest expense and other and debt extinguishment gains or losses to be a representative component of the day-to-day operating performance of our business.
Income tax expense may be useful for investors to consider because it generally represents the taxes which may be payable for the period and the change in deferred income taxes during the period and may reduce the amount of funds otherwise available for use in our business. However, we do not consider the amount of income tax expense to be a representative component of the day-to-day operating performance of our business.

 

Management compensates for the above-described limitations of using non-GAAP measures by using a non-GAAP measure only to supplement our GAAP results and to provide additional information that is useful to gain an understanding of the factors and trends affecting our business.

The following table shows our Adjusted EBITDA and Adjusted EBITDAP reconciled to our net income for the indicated periods (in thousands):

 

 

Three Months Ended

 

 

 

June 30,

 

Adjusted Earnings before Interest, Taxes, Depreciation,
Amortization, and Pension (Adjusted EBITDAP):

 

2023

 

 

2022

 

Net loss

 

$

(12,753

)

 

$

(10,342

)

Add-back:

 

 

 

 

 

 

Income tax expense

 

 

1,750

 

 

 

1,750

 

Interest expense and other, net

 

 

38,447

 

 

 

31,912

 

Debt extinguishment losses

 

 

64

 

 

 

 

Warrant remeasurement gain

 

 

(8,001

)

 

 

 

Consideration payable to customer related to divestiture

 

 

 

 

 

17,185

 

Shareholder cooperation expenses

 

 

1,905

 

 

 

 

Loss on sales of assets and businesses, net

 

 

3,820

 

 

 

 

Share-based compensation

 

 

3,622

 

 

 

1,578

 

Amortization of acquired contract liabilities

 

 

(575

)

 

 

(523

)

Depreciation and amortization

 

 

8,118

 

 

 

9,806

 

Adjusted Earnings before Interest, Taxes, Depreciation
   and Amortization ("Adjusted EBITDA")

 

$

36,397

 

 

$

51,366

 

Non-service defined benefit income (excluding settlements)

 

 

(820

)

 

 

(8,586

)

Adjusted Earnings before Interest, Taxes, Depreciation
   and Amortization, and Pension ("Adjusted EBITDAP")

 

$

35,577

 

 

$

42,780

 

Net sales

 

$

327,145

 

 

$

349,384

 

Net income margin

 

 

(3.9

%)

 

 

(3.0

%)

Adjusted EBITDAP margin

 

 

10.9

%

 

 

11.7

%

 

 

 

 

 

 

 

 

10


 

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

 

 

Three Months Ended June 30, 2023

 

 

 

 

 

 

Segment Data

 

Adjusted Earnings before Interest, Taxes, Depreciation,
Amortization, and Pension (EBITDAP):

 

Total

 

 

Systems &
Support

 

 

Interiors

 

 

Corporate/
Eliminations*

 

Net loss

 

$

(12,753

)

 

 

 

 

 

 

 

 

 

Add-back:

 

 

 

 

 

 

 

 

 

 

 

 

Non-service defined benefit income

 

 

(820

)

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

1,750

 

 

 

 

 

 

 

 

 

 

Warrant remeasurement gain, net

 

 

(8,001

)

 

 

 

 

 

 

 

 

 

Debt extinguishment losses

 

 

64

 

 

 

 

 

 

 

 

 

 

Interest expense and other, net

 

 

38,447

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

18,687

 

 

$

45,784

 

 

$

(2,563

)

 

$

(24,534

)

Loss on sales of assets & businesses, net

 

 

3,820

 

 

 

 

 

 

 

 

 

3,820

 

Shareholder cooperation expenses

 

 

1,905

 

 

 

 

 

 

 

 

 

1,905

 

Share-based compensation

 

 

3,622

 

 

 

 

 

 

 

 

 

3,622

 

Amortization of acquired contract liabilities

 

 

(575

)

 

 

(575

)

 

 

 

 

 

 

Depreciation and amortization

 

 

8,118

 

 

 

6,940

 

 

 

683

 

 

 

495

 

Adjusted Earnings (Losses) before Interest, Taxes,
   Depreciation and Amortization, and Pension
   ("Adjusted EBITDAP")

 

$

35,577

 

 

$

52,149

 

 

$

(1,880

)

 

$

(14,692

)

Net sales

 

$

327,145

 

 

$

290,575

 

 

$

36,583

 

 

$

(13

)

Adjusted EBITDAP margin

 

 

10.9

%

 

 

18.0

%

 

 

(5.1

%)

 

n/a

 

 

 

 

 

11


 

(Continued)

 

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

 

 

 

 

Three Months Ended June 30, 2022

 

 

 

 

 

 

Segment Data

 

Adjusted Earnings before Interest, Taxes, Depreciation,
Amortization, and Pension (EBITDAP):

 

Total

 

 

Systems &
Support

 

 

Interiors

 

 

Corporate/
Eliminations*

 

Net loss

 

$

(10,342

)

 

 

 

 

 

 

 

 

 

Add-back:

 

 

 

 

 

 

 

 

 

 

 

 

Non-service defined benefit income

 

 

(8,586

)

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

1,750

 

 

 

 

 

 

 

 

 

 

Interest expense and other, net

 

 

31,912

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

14,734

 

 

$

33,151

 

 

$

(2,301

)

 

$

(16,116

)

Consideration payable to customer related to divestiture

 

 

17,185

 

 

 

 

 

 

17,185

 

 

 

 

Share-based compensation

 

 

1,578

 

 

 

 

 

 

 

 

 

1,578

 

Amortization of acquired contract liabilities

 

 

(523

)

 

 

(523

)

 

 

 

 

 

 

Depreciation and amortization

 

 

9,806

 

 

 

7,521

 

 

 

1,696

 

 

 

589

 

Adjusted Earnings (Losses) before Interest, Taxes,
   Depreciation and Amortization, and Pension
   ("Adjusted EBITDAP")

 

$

42,780

 

 

$

40,149

 

 

$

16,580

 

 

$

(13,949

)

Net sales

 

$

349,384

 

 

$

254,643

 

 

$

94,753

 

 

$

(12

)

Adjusted EBITDAP margin

 

 

11.7

%

 

 

15.8

%

 

 

14.8

%

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12


 

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

Adjusted income from continuing operations, before income taxes, adjusted income from continuing operations and adjusted income from continuing operations per diluted share, before non-recurring costs have been provided for consistency and comparability. These measures should not be considered in isolation or as alternatives to income from continuing operations before income taxes, income from continuing operations and income from continuing operations per diluted share presented in accordance with GAAP. The following tables reconcile income from continuing operations before income taxes, income from continuing operations, and income from continuing operations per diluted share, before non-recurring costs.

 

 

 

 

Three Months Ended
June 30, 2023

 

 

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Loss from continuing operations - GAAP

 

$

(11,003

)

 

$

(12,753

)

 

$

(0.19

)

Adjustments:

 

 

 

 

 

 

 

 

 

Loss on sale of assets and businesses, net

 

 

3,820

 

 

 

3,820

 

 

 

0.06

 

Shareholder cooperation expenses

 

 

1,905

 

 

 

1,905

 

 

 

0.03

 

Debt extinguishment losses

 

 

64

 

 

 

64

 

 

 

0.00

 

Adjusted loss from continuing operations - non-GAAP

 

$

(5,214

)

 

$

(6,964

)

 

$

(0.10

)

 

 

13


 

(Continued)

 

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

 

 

Three Months Ended
June 30, 2022

 

 

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Loss from continuing operations - GAAP

 

$

(8,592

)

 

$

(10,342

)

 

$

(0.16

)

Adjustments:

 

 

 

 

 

 

 

 

 

Restructuring costs (cash based)

 

 

699

 

 

 

699

 

 

 

0.01

 

Consideration payable to customer related to divestiture^

 

 

17,185

 

 

 

17,185

 

 

 

0.26

 

Adjusted income from continuing operations - non-GAAP*

 

$

9,292

 

 

$

7,542

 

 

$

0.12

 

*Difference due to rounding.

 

 

 

 

 

 

 

 

 

^Recorded in net sales.

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measure Disclosures (continued)

Adjusted Operating Income is defined as GAAP Operating Income, less expenses/gains associated with the Company's transformation, such as restructuring expenses, gains/losses on divestitures, impairments of goodwill and other assets. Management believes that this is useful in evaluating operating performance, but this measure should not be used in isolation. The following table reconciles our Operating income to Adjusted Operating income as noted above.

 

 

Three Months Ended
June 30,

 

 

 

2023

 

 

2022

 

Operating income - GAAP

 

$

18,687

 

 

$

14,734

 

Adjustments:

 

 

 

 

 

 

Loss on sale of assets and businesses, net

 

 

3,820

 

 

 

 

Restructuring costs (cash based)

 

 

 

 

 

699

 

Shareholder cooperation expenses

 

 

1,905

 

 

 

 

Consideration payable to customer related to divestiture

 

 

 

 

 

17,185

 

Adjusted operating income - non-GAAP

 

$

24,412

 

 

$

32,618

 

Adjusted operating margin - non-GAAP

 

 

7.5

%

 

 

8.9

%

 

 

 

Fiscal 2024

($ in millions)

 

Guidance

Operating Income

 

$159.0 - $174.0

Adjustments:

 

 

Loss on sale of assets and businesses

 

$4.0

Shareholder cooperation expenses

 

$2.0

Depreciation & Amortization

 

$38.0

Amortization of acquired contract liabilities

 

($3.0)

Share-based compensation

 

$10.0

Adjusted EBITDAP - non-GAAP

 

$210.0 - $225.0

 

14


 

(Continued)

 

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

Cash provided by operations, is provided for consistency and comparability. We also use free cash flow as a key factor in planning for and consideration of strategic acquisitions and the repayment of debt. This measure should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating results presented in accordance with GAAP. The following table reconciles cash provided by operations to free cash flow.

 

 

Three Months Ended
June 30,

 

 

Fiscal 2024
Guidance

$ in millions

 

2023

 

 

2022

 

 

 

Cash used in operating activities

 

$

(63.7

)

 

$

(93.0

)

 

$ 60.0 - $ 80.0

Less:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(6.4

)

 

 

(3.0

)

 

$ (25.0) - $ (30.0)

Free cash (use) flow*

 

$

(70.1

)

 

$

(96.1

)

 

$ 35.0 - $ 50.0

* Differences due to rounding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15


v3.23.2
Document And Entity Information
Aug. 02, 2023
Document And Entity Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 02, 2023
Securities Act File Number 1-12235
Entity Registrant Name TRIUMPH GROUP, INC.
Entity Central Index Key 0001021162
Entity Tax Identification Number 51-0347963
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 555 E Lancaster Avenue
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Radnor
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19087
City Area Code 610
Local Phone Number 251-1000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Former Address [Member]  
Document And Entity Information [Line Items]  
Entity Address, Address Line One 899 Cassatt Road
Entity Address, Address Line Two Suite 210
Entity Address, City or Town Berwyn
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19312
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, par value $.001 per share
Trading Symbol TGI
Security Exchange Name NYSE
Purchase Rights [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Purchase Rights
No Trading Symbol Flag true
Security Exchange Name NYSE

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