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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): February 6, 2025

 

 

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)

 

Registrant’s Telephone Number, Including Area Code: 610 251-1000

 

 

(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:

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 LLC

Purchase rights

 

N/A

 

New York Stock Exchange LLC

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 February 6, 2025, Triumph Group, Inc. issued a press release announcing its financial results for the third quarter of the fiscal year ending March 31, 2025. 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 February 6, 2025

104

 

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


 

 


 

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 hereunto duly authorized.

 

 

 

Triumph Group, Inc.

 

 

 

 

Date:

February 6, 2025

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:

Kyle Beeson

Director, Communications

Phone (610) 251-1000

kbeeson@triumphgroup.com

Thomas A. Quigley, III

Vice President, Investor Relations, Mergers & Acquisitions and Treasurer

Phone (610) 251-1000

tquigley@triumphgroup.com

 

 

TRIUMPH REPORTS STRONG THIRD QUARTER FISCAL 2025 RESULTS

RADNOR, Pa. – February 6, 2025 – Triumph Group, Inc. (NYSE: TGI) ("TRIUMPH" or the “Company”) today reported financial results for its third quarter of fiscal 2025, which ended December 31, 2024.

 

Third Quarter Fiscal 2025

Net sales of $315.6 million; sales growth of 11%
Operating income of $39.3 million with operating margin of 12%; adjusted operating income of $45.7 million with adjusted operating margin of 14%
Income from continuing operations of $14.6 million, or $0.19 per diluted share; adjusted income from continuing operations of $21.0 million, or $0.27 per share
Adjusted EBITDAP of $55.5 million with Adjusted EBITDAP margin of 18%
Cash flow from operations of $33.1 million and free cash flow of $32.3 million

 

 

 

“TRIUMPH achieved 18% EBITDAP margins in its eleventh consecutive quarter of year-over-year sales growth," said Dan Crowley, TRIUMPH's chairman, president and chief executive officer. "Commercial and military aftermarket sales from our IP-based business grew by more than 36% and military OEM sales grew by more than 24%. We exceeded our cash targets in the quarter through strong operational performance across all our businesses."

Mr. Crowley continued, “Ramping aftermarket demand and the increasing OEM production rates benefited TRIUMPH in our third fiscal quarter and are expected to continue as we capitalize on favorable industry dynamics. Developed with our Board over the last decade, our strategy to focus on IP-based OEM and aftermarket business, and work to turnaround our Interiors business, positions TRIUMPH well for fiscal 2026 and beyond. Our improving year-over-year results were made possible by our exceptional team and our partnerships with our customers and distribution partners.”

 


Third Quarter Fiscal 2025 Overview

 

 

 

Three Months Ended December 31,

 

($ in millions)

 

2024

 

 

2023

 

Commercial OEM

 

$

125.4

 

 

$

142.3

 

Military OEM

 

 

75.9

 

 

 

61.1

 

Total OEM Revenue

 

 

201.3

 

 

 

203.4

 

 

 

 

 

 

 

 

Commercial Aftermarket

 

 

49.9

 

 

 

35.1

 

Military Aftermarket

 

 

50.4

 

 

 

38.3

 

Total Aftermarket Revenue

 

 

100.3

 

 

 

73.4

 

 

 

 

 

 

 

 

Non-Aviation Revenue

 

 

13.1

 

 

 

7.3

 

Amortization of acquired contract liabilities

 

 

0.9

 

 

 

0.8

 

Total Net Sales*

 

$

315.6

 

 

$

285.0

 

* Differences due to rounding

 

 

 

 

 

 

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

 

 

Commercial OEM sales decreased ($16.9) million, or (11.8%) primarily due to decreased sales volume on the Boeing 737MAX program as a result of the temporary work stoppage resulting from the strike at Boeing, which has since been resolved. This sales volume decrease was partially offset by improved pricing in Interiors across multiple programs that we expect will also benefit our results of operations over the remainder of fiscal 2025 as we continue to perform on these programs.

Commercial Aftermarket sales increased $14.8 million, or 42.3%, primarily due to a combination of increased spares and repair sales volume across several platforms including the Boeing 737 and 787 programs and Airbus A380 program.

Military OEM sales increased $14.7 million, or 24.1%, on increased sales volumes on the V-22 and CH-53K programs.

Military aftermarket sales increased $12.1 million, or 31.5%, primarily due to increased repairs on the UH-60 platform and spares volume on CH-47.

Triumph benefited from increasing non-aviation sales resulting from ongoing geopolitical conflicts and weapons inventory replenishment, as well as its diversification efforts.

 

TRIUMPH's results included the following:

($ millions except EPS)

 

Pre-tax

 

 

After-tax

 

 

Diluted EPS

 

Income from Continuing Operations - GAAP

 

$

17.4

 

 

$

14.6

 

 

$

0.19

 

Adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal contingencies loss

 

 

6.2

 

 

 

6.2

 

 

 

0.08

 

Restructuring costs

 

 

0.2

 

 

 

0.2

 

 

 

0.00

 

 

 

 

 

 

 

 

 

 

 

Adjusted income from continuing operations - non-GAAP

 

$

23.8

 

 

$

21.0

 

 

$

0.27

 

 

 

 

 

 

 

 

 

 

 

The number of shares used in computing earnings per share for the third quarter of 2025 was 77.9 million.

 

Backlog, which represents the next 24 months of actual purchase orders with firm delivery dates or contract requirements, was $1.87 billion. Our backlog includes increases across all end markets, partially offset by reductions due to the changes in timing of deliveries primarily under the Boeing 737MAX program.

 

For the third quarter of fiscal 2025, cash flow from operations was $33.1 million.


Merger Agreement with Affiliates of Warburg Pincus and Berkshire Partners

 

On February 3, 2025, TRIUMPH announced that it had entered into a definitive agreement under which affiliates of growth-focused private equity firms Warburg Pincus LLC and Berkshire Partners LLC will acquire TRIUMPH through a newly formed entity for a total enterprise value of approximately $3 billion. The transaction is expected to close in the second half of calendar year 2025 and is subject to customary closing conditions, including approval by TRIUMPH shareholders and receipt of required regulatory approvals.


In light of the pending transaction, TRIUMPH has suspended quarterly earnings conference calls and webcasts. In addition, TRIUMPH is suspending its financial guidance for fiscal 2025.

 

About TRIUMPH

Founded in 1993 and headquartered in Radnor, Pennsylvania, TRIUMPH designs, develops, manufactures, repairs and provides spare parts across 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 guidance, financial and operational performance, revenues, earnings per share, cash flow or use, cost savings and operational efficiencies. 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. Factors that could cause actual results to differ materially are uncertainties relating to the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that the Company’s shareholders may not approve the proposed transaction, inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived, uncertainty as to the timing of completion of the proposed transaction, potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the transaction, potential litigation relating to the proposed transaction that could be instituted against the Company or its directors and officers, including the effects of any outcomes related thereto and possible disruptions from the proposed transaction that could harm the Company’s business, including current plans and operations. 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, 2024.

 

FINANCIAL DATA (UNAUDITED) ON FOLLOWING PAGES


 


FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)


 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

December 31,

 

 

December 31,

 

CONDENSED STATEMENTS OF OPERATIONS

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

 

$

315,556

 

 

$

284,955

 

 

$

884,067

 

 

$

833,456

 

Cost of sales (excluding depreciation shown below)

 

 

213,036

 

 

 

214,972

 

 

 

613,004

 

 

 

618,742

 

Selling, general & administrative

 

 

49,450

 

 

 

42,846

 

 

 

149,951

 

 

 

135,479

 

Depreciation & amortization

 

 

7,373

 

 

 

7,383

 

 

 

22,227

 

 

 

22,062

 

Legal contingencies loss

 

 

6,200

 

 

 

 

 

 

13,664

 

 

 

1,338

 

Restructuring costs

 

 

200

 

 

 

43

 

 

 

5,382

 

 

 

1,985

 

Loss on sale of assets and businesses, net

 

 

 

 

 

 

 

 

 

 

 

12,208

 

Operating income

 

 

39,297

 

 

 

19,711

 

 

 

79,839

 

 

 

41,642

 

Interest expense and other, net

 

 

20,690

 

 

 

32,419

 

 

 

61,543

 

 

 

94,354

 

Debt modification and extinguishment (gain) loss

 

 

 

 

 

(1,046

)

 

 

5,369

 

 

 

(5,125

)

Warrant remeasurement gain

 

 

 

 

 

 

 

 

 

 

 

(8,545

)

Non-service defined benefit expense (income)

 

 

1,246

 

 

 

(820

)

 

 

3,747

 

 

 

(2,460

)

Income tax expense

 

 

2,756

 

 

 

1,069

 

 

 

1,479

 

 

 

3,348

 

Income (loss) from continuing operations

 

 

14,605

 

 

 

(11,911

)

 

 

7,701

 

 

 

(39,930

)

Income (loss) from discontinued operations, net of tax

 

 

 

 

 

(3,991

)

 

 

4,680

 

 

 

4,569

 

Net income (loss)

 

$

14,605

 

 

$

(15,902

)

 

$

12,381

 

 

$

(35,361

)

Earnings (loss) per share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share - continuing operations

 

$

0.19

 

 

$

(0.15

)

 

$

0.10

 

 

$

(0.55

)

Earnings (loss) per share - discontinued operations

 

 

 

 

 

(0.05

)

 

 

0.06

 

 

 

0.06

 

Earnings (loss) per share - basic

 

$

0.19

 

 

$

(0.20

)

 

$

0.16

 

 

$

(0.49

)

Weighted average common shares outstanding - basic

 

 

77,418

 

 

 

76,895

 

 

 

77,296

 

 

 

73,200

 

Earnings (loss) per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share - continuing operations

 

$

0.19

 

 

$

(0.15

)

 

$

0.10

 

 

$

(0.55

)

Earnings (loss) per share - discontinued operations

 

 

 

 

 

(0.05

)

 

 

0.06

 

 

 

0.06

 

Earnings (loss) per share - diluted

 

$

0.19

 

 

$

(0.20

)

 

$

0.16

 

 

$

(0.49

)

Weighted average common shares outstanding - diluted

 

 

77,862

 

 

 

76,895

 

 

 

77,763

 

 

 

73,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except share data)


 

BALANCE SHEETS

 

Unaudited
December 31,
2024

 

 

March 31,
2024

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

133,487

 

 

$

392,511

 

Accounts receivable, net

 

 

139,977

 

 

 

138,272

 

Contract assets

 

 

85,113

 

 

 

74,289

 

Inventory, net

 

 

391,317

 

 

 

317,671

 

Prepaid and other current assets

 

 

16,952

 

 

 

16,626

 

Current assets

 

 

766,846

 

 

 

939,369

 

Property and equipment, net

 

 

151,880

 

 

 

144,287

 

Goodwill

 

 

509,950

 

 

 

510,687

 

Intangible assets, net

 

 

58,385

 

 

 

65,063

 

Other, net

 

 

24,725

 

 

 

26,864

 

Total assets

 

$

1,511,786

 

 

$

1,686,270

 

Liabilities & Stockholders' Deficit

 

 

 

 

 

 

Current portion of long-term debt

 

$

8,549

 

 

$

3,200

 

Accounts payable

 

 

121,775

 

 

 

167,349

 

Contract liabilities

 

 

48,031

 

 

 

55,858

 

Accrued expenses

 

 

127,854

 

 

 

129,855

 

Current liabilities

 

 

306,209

 

 

 

356,262

 

Long-term debt, less current portion

 

 

961,802

 

 

 

1,074,999

 

Accrued pension and post-retirement benefits, noncurrent

 

 

255,334

 

 

 

283,634

 

Deferred income taxes, noncurrent

 

 

7,267

 

 

 

7,268

 

Other noncurrent liabilities

 

 

63,494

 

 

 

68,521

 

Stockholders' Deficit:

 

 

 

 

 

 

Common stock, $.001 par value, 200,000,000 shares authorized, 77,353,955
   and 76,923,691 shares issued and outstanding

 

 

77

 

 

 

77

 

Capital in excess of par value

 

 

1,115,688

 

 

 

1,107,750

 

Accumulated other comprehensive loss

 

 

(515,294

)

 

 

(517,069

)

Accumulated deficit

 

 

(682,791

)

 

 

(695,172

)

Total stockholders' deficit

 

 

(82,320

)

 

 

(104,414

)

Total liabilities and stockholders' deficit

 

$

1,511,786

 

 

$

1,686,270

 

 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

 

 

Nine Months Ended December 31,

 

 

 

2024

 

 

2023

 

Operating Activities

 

 

 

 

 

 

Net income (loss)

 

$

12,381

 

 

$

(35,361

)

Adjustments to reconcile net income (loss) to net cash used in
   operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

22,227

 

 

 

25,688

 

Amortization of acquired contract liability

 

 

(2,115

)

 

 

(1,951

)

(Gain) loss on sale of assets and businesses

 

 

(5,018

)

 

 

12,208

 

Loss (gain) on modification and extinguishment of debt

 

 

5,369

 

 

 

(5,125

)

Other amortization included in interest expense

 

 

3,045

 

 

 

4,458

 

Provision for credit losses

 

 

19

 

 

 

855

 

Warrants remeasurement gain

 

 

 

 

 

(8,545

)

Share-based compensation

 

 

9,851

 

 

 

8,788

 

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

 

 

 

 

 

 

Trade and other receivables

 

 

(2,870

)

 

 

16,926

 

Contract assets

 

 

(10,881

)

 

 

(4,144

)

Inventories

 

 

(73,872

)

 

 

(49,545

)

Prepaid expenses and other current assets

 

 

(186

)

 

 

(880

)

Accounts payable, accrued expenses, and contract liabilities

 

 

(48,672

)

 

 

(30,502

)

Accrued pension and other postretirement benefits

 

 

(11,352

)

 

 

(3,352

)

Other, net

 

 

(7,684

)

 

 

2,207

 

Net cash used in operating activities

 

 

(109,758

)

 

 

(68,275

)

Investing Activities

 

 

 

 

 

 

Capital expenditures

 

 

(15,390

)

 

 

(16,258

)

Payments on sale of assets and businesses

 

 

(2,310

)

 

 

(6,840

)

Investment in joint venture

 

 

 

 

 

(1,658

)

Net cash used in investing activities

 

 

(17,700

)

 

 

(24,756

)

Financing Activities

 

 

 

 

 

 

Proceeds from issuance of debt

 

 

40,000

 

 

 

2,000

 

Retirement of debt and finance lease obligations

 

 

(162,465

)

 

 

(50,585

)

Payment of deferred financing costs

 

 

 

 

 

(1,728

)

Proceeds on issuance of common stock, net of issuance costs

 

 

 

 

 

79,961

 

Premium on redemption of long-term debt

 

 

(3,600

)

 

 

 

Repurchase of shares for share-based compensation
   minimum tax obligation

 

 

(2,321

)

 

 

(1,287

)

Net cash (used in) provided by financing activities

 

 

(128,386

)

 

 

28,361

 

Effect of exchange rate changes on cash

 

 

(3,180

)

 

 

166

 

Net change in cash and cash equivalents

 

 

(259,024

)

 

 

(64,504

)

Cash and cash equivalents at beginning of period

 

 

392,511

 

 

 

227,403

 

Cash and cash equivalents at end of period

 

$

133,487

 

 

$

162,899

 


 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 


 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Systems & Support

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customer

 

$

277,806

 

 

$

240,875

 

 

$

779,739

 

 

$

717,514

 

Inter-segment sales (eliminated in consolidation)

 

 

 

 

 

234

 

 

 

8

 

 

 

724

 

Segment EBITDAP

 

 

64,252

 

 

 

39,439

 

 

 

166,472

 

 

 

128,738

 

Segment EBITDAP Margin

 

 

23.2

%

 

 

16.4

%

 

 

21.4

%

 

 

18.0

%

Depreciation & amortization

 

 

6,415

 

 

 

6,393

 

 

 

19,179

 

 

 

18,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interiors

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customer

 

$

37,750

 

 

$

44,080

 

 

$

104,328

 

 

$

115,942

 

Inter-segment sales (eliminated in consolidation)

 

 

 

 

 

 

 

 

11

 

 

 

13

 

Segment EBITDAP

 

 

6,310

 

 

 

(1,540

)

 

 

924

 

 

 

(6,137

)

Segment EBITDAP Margin

 

 

16.7

%

 

 

-3.5

%

 

 

0.9

%

 

 

-5.3

%

Depreciation & amortization

 

 

502

 

 

 

584

 

 

 

1,602

 

 

 

1,911

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC, AND SUBSIDIARES

(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 income (loss) from continuing operations before interest and gains or losses on debt modification and extinguishment, income taxes, amortization of acquired contract liabilities, costs incurred pertaining to shareholder cooperation agreements, consideration payable to customer related to divestitures, legal contingency losses (including 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 income (loss) from continuing operations. In calculating Adjusted EBITDA and Adjusted EBITDAP, we exclude from income (loss) from continuing operations 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 continuing 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 income (loss) from continuing operations, 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 income (loss) from continuing operations. In addition, we urge investors and potential investors in our securities to carefully review the reconciliation of Adjusted EBITDA and Adjusted EBITDAP to income (loss) from continuing operations 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 income (loss) from continuing operations 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.

 


 


(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 income (loss) from continuing operations) to calculate Adjusted EBITDA and Adjusted EBITDAP and the material limitations associated with using these non-GAAP financial measures as compared with income (loss) 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. 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 contingencies loss, when applicable, may be useful for investors to consider because it reflects gains or losses from legal disputes with third parties. We do not believe these gains or losses reflect the current and ongoing 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 and intangible asset 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.


 


(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 income (loss) from continuing operations for the indicated periods (in thousands):


 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

December 31,

 

 

December 31,

 

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

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Income (loss) from continuing operations

 

$

14,605

 

 

$

(11,911

)

 

$

7,701

 

 

$

(39,930

)

Add-back:

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

2,756

 

 

 

1,069

 

 

 

1,479

 

 

 

3,348

 

Interest expense and other, net

 

 

20,690

 

 

 

32,419

 

 

 

61,543

 

 

 

94,354

 

Debt modification and extinguishment (gain) loss

 

 

 

 

 

(1,046

)

 

 

5,369

 

 

 

(5,125

)

Warrant remeasurement gain

 

 

 

 

 

 

 

 

 

 

 

(8,545

)

Legal contingencies loss

 

 

6,200

 

 

 

 

 

 

13,664

 

 

 

1,338

 

Shareholder cooperation expenses

 

 

 

 

 

 

 

 

 

 

 

1,905

 

Loss on sales of assets and businesses, net

 

 

 

 

 

 

 

 

 

 

 

12,208

 

Share-based compensation

 

 

3,486

 

 

 

1,442

 

 

 

9,851

 

 

 

8,788

 

Amortization of acquired contract liabilities

 

 

(902

)

 

 

(800

)

 

 

(2,115

)

 

 

(1,965

)

Depreciation and amortization

 

 

7,373

 

 

 

7,383

 

 

 

22,227

 

 

 

22,062

 

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

 

$

54,208

 

 

$

28,556

 

 

$

119,719

 

 

$

88,438

 

Non-service defined benefit expense (income) (excluding settlements)

 

 

1,246

 

 

 

(820

)

 

 

3,747

 

 

 

(2,460

)

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

 

$

55,454

 

 

$

27,736

 

 

$

123,466

 

 

$

85,978

 

Net sales

 

$

315,556

 

 

$

284,955

 

 

$

884,067

 

 

$

833,456

 

Income (loss) from continuing operations margin

 

 

4.6

%

 

 

(4.2

%)

 

 

0.9

%

 

 

(4.8

%)

Adjusted EBITDAP margin

 

 

17.6

%

 

 

9.8

%

 

 

14.0

%

 

 

10.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(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
December 31, 2024

 

(amounts in '000s, except per share amounts)

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Income from continuing operations - GAAP

 

$

17,361

 

 

$

14,605

 

 

$

0.19

 

Adjustments:

 

 

 

 

 

 

 

 

 

Legal contingencies loss

 

 

6,200

 

 

 

6,200

 

 

 

0.08

 

Restructuring costs

 

 

200

 

 

 

200

 

 

 

0.00

 

Adjusted income from continuing operations - non-GAAP

 

$

23,761

 

 

$

21,005

 

 

$

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended
December 31, 2024

 

 

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Income from continuing operations - GAAP

 

$

9,180

 

 

$

7,701

 

 

$

0.10

 

Adjustments:

 

 

 

 

 

 

 

 

 

Legal contingencies loss

 

 

13,664

 

 

 

13,664

 

 

 

0.18

 

Restructuring costs

 

 

5,382

 

 

 

5,382

 

 

 

0.07

 

Debt extinguishment loss

 

 

5,369

 

 

 

5,369

 

 

 

0.07

 

Adjusted income from continuing operations - non-GAAP*

 

$

33,595

 

 

$

32,116

 

 

$

0.41

 

*Difference due to rounding.

 

 

 

 

 

 

 

 

 


 


(Continued)

FINANCIAL DATA (UNAUDITED)

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

 

Non-GAAP Financial Measure Disclosures (continued)

 

 

Three Months Ended
December 31, 2023

 

 

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Loss from continuing operations - GAAP

 

$

(10,842

)

 

$

(11,911

)

 

$

(0.15

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

43

 

 

 

43

 

 

 

0.00

 

Debt modification and extinguishment gain

 

 

(1,046

)

 

 

(1,046

)

 

 

(0.01

)

Adjusted loss from continuing operations - non-GAAP

 

$

(11,845

)

 

$

(12,914

)

 

$

(0.16

)

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended
December 31, 2023

 

 

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Loss from continuing operations - GAAP

 

$

(36,582

)

 

$

(39,930

)

 

$

(0.55

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Shareholder cooperation expenses

 

 

1,905

 

 

 

1,905

 

 

 

0.03

 

Loss on sale of assets and businesses, net

 

 

12,208

 

 

 

12,208

 

 

 

0.17

 

Restructuring costs

 

 

1,985

 

 

 

1,985

 

 

 

0.03

 

Debt modification and extinguishment gain

 

 

(5,125

)

 

 

(5,125

)

 

 

(0.07

)

Legal contingencies loss

 

 

1,338

 

 

 

1,338

 

 

 

0.02

 

Adjusted loss from continuing operations - non-GAAP*

 

$

(24,271

)

 

$

(27,619

)

 

$

(0.38

)

*Difference due to rounding.

 

 

 

 

 

 

 

 

 

 

 

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
December 31,

 

 

Nine Months Ended
December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating income - GAAP

 

$

39,297

 

 

$

19,711

 

 

$

79,839

 

 

$

41,642

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of assets and businesses, net

 

 

 

 

 

 

 

 

 

 

 

12,208

 

Legal contingencies loss

 

 

6,200

 

 

 

 

 

 

13,664

 

 

 

1,338

 

Restructuring costs (cash based)

 

 

200

 

 

 

43

 

 

 

5,382

 

 

 

1,985

 

Shareholder cooperation expenses

 

 

 

 

 

 

 

 

 

 

 

1,905

 

Adjusted operating income - non-GAAP

 

$

45,697

 

 

$

19,754

 

 

$

98,885

 

 

$

59,078

 

Adjusted operating margin - non-GAAP

 

 

14.5

%

 

 

6.9

%

 

 

11.2

%

 

 

7.1

%

 


(Continued)

FINANCIAL DATA (UNAUDITED)

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

 

Non-GAAP Financial Measure Disclosures (continued)

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 used in operations to free cash use.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
December 31,

 

 

Nine Months Ended
December 31,

 

 

$ in millions

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

Cash provided by (used in) from operating activities

 

$

33.1

 

 

$

27.6

 

 

$

(109.8

)

 

$

(68.3

)

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(0.9

)

 

 

(5.3

)

 

 

(15.4

)

 

 

(16.3

)

 

Free cash flow (use)*

 

$

32.3

 

 

$

22.4

 

 

$

(125.1

)

 

$

(84.5

)

 

* Differences due to rounding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


v3.25.0.1
Document And Entity Information
Feb. 06, 2025
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 06, 2025
Entity Registrant Name TRIUMPH GROUP, INC.
Entity Central Index Key 0001021162
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 51-0347963
Entity File Number 1-12235
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
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $.001 per share
Trading Symbol TGI
Security Exchange Name NYSE
Purchase Rights [Member]  
Document Information [Line Items]  
Title of 12(b) Security Purchase rights
No Trading Symbol Flag true
Security Exchange Name NYSE

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