0000950170-22-014222.txt : 20220803 0000950170-22-014222.hdr.sgml : 20220803 20220803160336 ACCESSION NUMBER: 0000950170-22-014222 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 69 CONFORMED PERIOD OF REPORT: 20220630 FILED AS OF DATE: 20220803 DATE AS OF CHANGE: 20220803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIUMPH GROUP INC CENTRAL INDEX KEY: 0001021162 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 510347963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12235 FILM NUMBER: 221132478 BUSINESS ADDRESS: STREET 1: 899 CASSATT ROAD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 899 CASSATT ROAD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FORMER COMPANY: FORMER CONFORMED NAME: TRIUMPH GROUP INC / DATE OF NAME CHANGE: 19960819 10-Q 1 tgi-20220630.htm 10-Q 10-Q
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United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the Quarterly Period Ended June 30, 2022

 

or

 

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

 

For the Transition Period From _________ to ________

 

Commission File Number: 1-12235

 

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

51-0347963

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

 

899 Cassatt Road, Suite 210, Berwyn, PA

 

19312

(Address of principal executive offices)

 

(Zip Code)

 

(610) 251-1000

(Registrant's telephone number, including area code)

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 (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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one)

 

 

 

 

 

 

 

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

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.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

The number of outstanding shares of the Registrant's Common Stock, par value $.001 per share, on August 1, 2022, was 64,970,204.

 

 


 

Table of Contents

TRIUMPH GROUP, INC.

TABLE OF CONTENTS

 

 

 

Page

Number

Part I. Financial Information

 

Item 1.

Financial Statements (Unaudited)

 

 

Condensed Consolidated Balance Sheets at June 30, 2022 and March 31, 2022

1

 

Condensed Consolidated Statements of Operations - Three months ended June 30, 2022 and 2021

2

 

Condensed Consolidated Statements of Comprehensive Loss - Three months ended June 30, 2022 and 2021

3

 

Condensed Consolidated Statements of Stockholders' Deficit - Three months ended June 30, 2022 and 2021

4

 

Condensed Consolidated Statements of Cash Flows - Three months ended June 30, 2022 and 2021

6

 

Notes to Condensed Consolidated Financial Statements - June 30, 2022

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

Item 4.

Controls and Procedures

31

 

 

 

Part II. Other Information

32

Item 1.

Legal Proceedings

32

Item 1A.

Risk Factors

32

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

32

Item 3.

Defaults Upon Senior Securities

32

Item 4.

Mine Safety Disclosures

32

Item 5.

Other Information

32

Item 6.

Exhibits

32

Signatures

 

34

 

 

 

 

 


 

TRIUMPH GROUP, INC.

Condensed Consolidated Balance Sheets

(unaudited)

(Dollars in thousands, except per share data)

 

 

 

June 30,

 

 

March 31,

 

 

 

2022

 

 

2022

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

134,636

 

 

$

240,878

 

Trade and other receivables, less allowance for credit losses
   of $
8,241 and $7,940

 

 

168,104

 

 

 

178,663

 

Contract assets

 

 

97,394

 

 

 

101,828

 

Inventory, net

 

 

379,929

 

 

 

361,692

 

Prepaid expenses and other current assets

 

 

26,144

 

 

 

19,903

 

Assets held for sale

 

 

78,794

 

 

 

60,104

 

Total current assets

 

 

885,001

 

 

 

963,068

 

Property and equipment, net

 

 

165,670

 

 

 

169,050

 

Goodwill

 

 

507,988

 

 

 

513,722

 

Intangible assets, net

 

 

81,875

 

 

 

84,850

 

Other, net

 

 

26,927

 

 

 

30,476

 

Total assets

 

$

1,667,461

 

 

$

1,761,166

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

$

2,968

 

 

$

3,268

 

Accounts payable

 

 

132,734

 

 

 

161,534

 

Contract liabilities

 

 

53,914

 

 

 

171,763

 

Accrued expenses

 

 

168,818

 

 

 

208,059

 

Liabilities related to assets held for sale

 

 

185,096

 

 

 

57,519

 

Total current liabilities

 

 

543,530

 

 

 

602,143

 

Long-term debt, less current portion

 

 

1,587,073

 

 

 

1,586,222

 

Accrued pension and other postretirement benefits

 

 

287,621

 

 

 

301,303

 

Deferred income taxes

 

 

7,256

 

 

 

7,213

 

Other noncurrent liabilities

 

 

47,268

 

 

 

51,708

 

Stockholders' deficit:

 

 

 

 

 

 

Common stock, $.001 par value, 100,000,000 shares authorized, 64,920,381
   and
64,629,279 shares issued; 64,920,381 and 64,614,382
   shares outstanding

 

 

65

 

 

 

64

 

Capital in excess of par value

 

 

971,390

 

 

 

973,112

 

Treasury stock, at cost, 0 and 14,897 shares

 

 

 

 

 

(96

)

Accumulated other comprehensive loss

 

 

(469,251

)

 

 

(463,354

)

Accumulated deficit

 

 

(1,307,491

)

 

 

(1,297,149

)

Total stockholders' deficit

 

 

(805,287

)

 

 

(787,423

)

Total liabilities and stockholders' deficit

 

$

1,667,461

 

 

$

1,761,166

 

 

 

See accompanying notes to condensed consolidated financial statements.

1


 

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Operations

(unaudited)

(Dollars in thousands, except per share data)

 

 

 

Three Months Ended June 30,

 

 

 

2022

 

 

2021

 

Net sales

 

$

349,384

 

 

$

396,646

 

Operating costs and expenses:

 

 

 

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

 

272,400

 

 

 

293,678

 

Selling, general and administrative

 

 

51,745

 

 

 

56,251

 

Depreciation and amortization

 

 

9,806

 

 

 

15,431

 

Restructuring

 

 

699

 

 

 

4,485

 

Loss on sale of assets and businesses

 

 

 

 

 

5,969

 

 

 

 

334,650

 

 

 

375,814

 

Operating income

 

 

14,734

 

 

 

20,832

 

Non-service defined benefit (income) expense

 

 

(8,586

)

 

 

1,722

 

Debt extinguishment loss

 

 

 

 

 

9,689

 

Interest expense and other, net

 

 

31,912

 

 

 

38,558

 

Loss from continuing operations before income taxes

 

 

(8,592

)

 

 

(29,137

)

Income tax expense

 

 

1,750

 

 

 

1,214

 

Net loss

 

$

(10,342

)

 

$

(30,351

)

Loss per share—basic:

 

 

 

 

 

 

Net loss

 

$

(0.16

)

 

$

(0.47

)

Weighted average common shares outstanding—basic

 

 

64,820

 

 

 

64,299

 

Loss per share—diluted:

 

 

 

 

 

 

Net loss

 

$

(0.16

)

 

$

(0.47

)

Weighted average common shares outstanding—diluted

 

 

64,820

 

 

 

64,299

 

 

See accompanying notes to condensed consolidated financial statements.

2


 

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended June 30,

 

 

 

2022

 

 

2021

 

Net loss

 

$

(10,342

)

 

$

(30,351

)

Other comprehensive (loss) income:

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(10,382

)

 

 

2,749

 

Defined benefit pension plans and other postretirement benefits:

 

 

 

 

 

 

Amounts arising during the period - net of tax expense

 

 

 

 

 

 

Actuarial gain, net of taxes of $0 and $0, respectively

 

 

 

 

 

10,343

 

Reclassification to net loss - net of expense

 

 

 

 

 

 

Amortization of net (gain) loss, net of taxes of $0 and $0, respectively

 

 

(1,251

)

 

 

8,478

 

Recognized prior service cost, net of taxes of $0 and $0, respectively

 

 

6,574

 

 

 

1,808

 

Total defined benefit pension plans and other postretirement benefits income, net of taxes

 

 

5,323

 

 

 

20,629

 

Cash flow hedges:

 

 

 

 

 

 

Unrealized loss arising during the period, net of tax expense of $0 and $0 respectively

 

 

(470

)

 

 

(1,719

)

Reclassification of (loss) gain included in net earnings, net of tax expense of $0 and $0 respectively

 

 

(368

)

 

 

1,013

 

Net unrealized loss on cash flow hedges, net of tax

 

 

(838

)

 

 

(706

)

Total other comprehensive (loss) income

 

 

(5,897

)

 

 

22,672

 

Total comprehensive loss

 

$

(16,239

)

 

$

(7,679

)

 

See accompanying notes to condensed consolidated financial statements.

3


 

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Stockholders' Deficit

For the three months ended June 30, 2022

(unaudited)

(Dollars in thousands)

 

 

 

Outstanding
Shares

 

Common
Stock
All Classes

 

Capital in
Excess of
Par Value

 

Treasury
Stock

 

Accumulated
Other
Comprehensive
Loss

 

Accumulated
Deficit

 

Total

March 31,
2022

 

64,614,382

 

$64

 

$973,112

 

$(96)

 

$(463,354)

 

$(1,297,149)

 

$(787,423)

Net loss

 

                           —

 

                      —

 

                      —

 

                      —

 

                      —

 

              (10,342)

 

              (10,342)

Foreign currency translation
   adjustment

 

                           —

 

                      —

 

                      —

 

                      —

 

              (10,382)

 

                      —

 

              (10,382)

Pension liability adjustment, net of
   income taxes of $
0

 

                           —

 

                      —

 

                      —

 

                      —

 

5,323

 

                      —

 

5,323

Change in fair value of foreign
   currency hedges, net of income
   taxes of $
0

 

                           —

 

                      —

 

                      —

 

                      —

 

                   (838)

 

                      —

 

                   (838)

Share-based compensation

 

471,676

 

1

 

1,656

 

                      —

 

                      —

 

                      —

 

1,657

Repurchase of shares for share-based
   compensation minimum tax
   obligation

 

                  (172,282)

 

                      —

 

                      —

 

                (3,442)

 

                      —

 

                      —

 

                (3,442)

Retirement of treasury shares

 

                           —

 

                      —

 

                (3,538)

 

3,538

 

                      —

 

                      —

 

                      —

Employee stock purchase plan

 

6,605

 

                      —

 

160

 

                      —

 

                      —

 

                      —

 

160

June 30, 2022

 

64,920,381

 

$65

 

$971,390

 

$—

 

$(469,251)

 

$(1,307,491)

 

$(805,287)

 

 

 

4


 

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Stockholders' Deficit

For the three months ended June 30, 2021

(unaudited)

(Dollars in thousands)

 

 

 

Outstanding
Shares

 

Common
Stock
All Classes

 

Capital in
Excess of
Par Value

 

Treasury
Stock

 

Accumulated
Other
Comprehensive
Loss

 

Accumulated
Deficit

 

Total

March 31, 2021

 

64,185,001

 

$64

 

$978,272

 

$(12,606)

 

$(530,192)

 

$(1,254,391)

 

$(818,853)

Net loss

 

                           —

 

                      —

 

                      —

 

                      —

 

                      —

 

              (30,351)

 

              (30,351)

Foreign currency translation
   adjustment

 

                           —

 

                      —

 

                      —

 

                      —

 

2,749

 

                      —

 

2,749

Pension liability adjustment, net of
   income taxes of $
0

 

                           —

 

                      —

 

                      —

 

                      —

 

20,629

 

                      —

 

20,629

Change in fair value of foreign
   currency hedges, net of income
   taxes of $
0

 

                           —

 

                      —

 

                      —

 

                      —

 

                   (706)

 

                      —

 

                   (706)

Share-based compensation

 

355,821

 

                      —

 

              (11,505)

 

13,975

 

                      —

 

                      —

 

2,470

Repurchase of shares for share-based
   compensation minimum tax
   obligation

 

                  (116,796)

 

                      —

 

                      —

 

                (2,336)

 

                      —

 

                      —

 

                (2,336)

Employee stock purchase plan

 

9,794

 

                      —

 

                   (235)

 

407

 

                      —

 

                      —

 

172

June 30, 2021

 

64,433,820

 

$64

 

$966,532

 

$(560)

 

$(507,520)

 

$(1,284,742)

 

$(826,226)

 

See accompanying notes to condensed consolidated financial statements.

5


 

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

 

 

 

Three Months Ended June 30,

 

 

 

2022

 

 

2021

 

Operating Activities

 

 

 

 

 

 

Net loss

 

$

(10,342

)

 

$

(30,351

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

9,806

 

 

 

15,431

 

Amortization of acquired contract liability

 

 

(523

)

 

 

(1,214

)

Loss on sale of assets and businesses

 

 

 

 

 

5,969

 

Curtailments, settlements, and special termination benefits loss, net

 

 

 

 

 

16,078

 

Other amortization included in interest expense

 

 

1,562

 

 

 

4,002

 

Provision for (recovery of) credit losses

 

 

200

 

 

 

(28

)

Share-based compensation

 

 

1,578

 

 

 

2,247

 

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

 

 

 

 

 

 

Trade and other receivables

 

 

4,474

 

 

 

(1,321

)

Contract assets

 

 

(8,638

)

 

 

(4,426

)

Inventories

 

 

(19,190

)

 

 

(9,354

)

Prepaid expenses and other current assets

 

 

(7,538

)

 

 

(3,633

)

Accounts payable, accrued expenses, and contract liabilities

 

 

(56,352

)

 

 

(128,922

)

Accrued pension and other postretirement benefits

 

 

(8,322

)

 

 

(13,713

)

Other, net

 

 

255

 

 

 

(279

)

Net cash used in operating activities

 

 

(93,030

)

 

 

(149,514

)

Investing Activities

 

 

 

 

 

 

Capital expenditures

 

 

(3,044

)

 

 

(2,112

)

(Payments on) proceeds from sale of assets and businesses

 

 

(2,322

)

 

 

180,478

 

Purchase of facility related to divested businesses

 

 

 

 

 

(21,550

)

Net cash (used in) provided by investing activities

 

 

(5,366

)

 

 

156,816

 

Financing Activities

 

 

 

 

 

 

Retirement of debt and finance lease obligations

 

 

(990

)

 

 

(350,688

)

Premium on redemption of First Lien Notes

 

 

 

 

 

(7,489

)

Repurchase of shares for share-based compensation
   minimum tax obligation

 

 

(3,442

)

 

 

(2,336

)

Net cash used in financing activities

 

 

(4,432

)

 

 

(360,513

)

Effect of exchange rate changes on cash

 

 

(3,414

)

 

 

815

 

Net change in cash and cash equivalents

 

 

(106,242

)

 

 

(352,396

)

Cash and cash equivalents at beginning of period

 

 

240,878

 

 

 

589,882

 

Cash and cash equivalents at end of period

 

$

134,636

 

 

$

237,486

 

 

See accompanying notes to condensed consolidated financial statements.

6


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

 

 

1. BACKGROUND AND BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Triumph Group, Inc. ("Triumph") have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") 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 U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, and cash flows. The results of operations for the three months ended June 30, 2022 and 2021, are not necessarily indicative of results that may be expected for the year ending March 31, 2023. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2022 audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended March 31, 2022, filed with the Securities and Exchange Commission (the "SEC") on May 23, 2022.

Triumph is a Delaware corporation that, through its operating subsidiaries, designs, engineers, manufactures, and sells products for global aerospace original equipment manufacturers ("OEMs") of aircraft and aircraft components and repairs and overhauls aircraft components and accessories for commercial airline, air cargo carrier, and military customers on a worldwide basis. Triumph and its subsidiaries (collectively, the "Company") are organized based on the products and services that they provide. The Company has two reportable segments: Systems & Support and Aerospace Structures.

Systems & Support consists of the Company’s operations that provide integrated solutions, including design; development; and support of proprietary components, subsystems and systems, as well as production of complex assemblies using external designs. Capabilities include hydraulic, mechanical and electromechanical actuation, power and control; a complete suite of aerospace gearbox solutions, including engine accessory gearboxes and helicopter transmissions; active and passive heat exchange technology; fuel pumps, fuel metering units, and Full Authority Digital Electronic Control fuel systems; and hydromechanical and electromechanical primary and secondary flight controls. Systems & Support also provides full life cycle solutions for commercial, regional, and military aircraft. The Company’s extensive product and service offerings include full post-delivery value chain services that simplify the maintenance, repair, and overhaul (“MRO”) supply chain. Through its ground support equipment maintenance, component MRO, and post-production supply chain activities, Systems & Support is positioned to provide integrated planeside repair solutions globally. Capabilities include repair services for metallic and composite aircraft structures; nacelles; thrust reversers; interiors; auxiliary power units; and a wide variety of pneumatic, hydraulic, fuel, and mechanical accessories. Repair services generally involve the replacement and/or remanufacturing of parts, which is similar to the original manufacture of the part. The processes that the Company performs related to repair and overhaul services are essentially the repair of wear parts or the replacement of parts that are beyond economic repair. The repair service generally involves remanufacturing a complete part or a component of a part.

Aerospace Structures consists of the Company’s operations that supply commercial, business, and regional manufacturers with large metallic and composite structures and aircraft interior systems, including air ducting and thermal acoustic insulations systems. Products include wings; wing boxes; fuselage panels; horizontal and vertical tails; subassemblies such as floor grids; and aircraft interior systems, including air ducting and thermal acoustic insulation systems. Aerospace Structures also has the capability to engineer detailed structural designs in metal and composites. Capabilities include advanced composite and interior structures, joining processes such as welding, and conventional mechanical fasteners.

The accompanying condensed consolidated financial statements include the accounts of Triumph and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated from the accompanying condensed consolidated financial statements.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition and Contract Balances

The Company's revenue is principally from contracts with customers to provide design, development, manufacturing, and support services associated with specific customer programs. The Company regularly enters into long-term master supply agreements

7


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

that establish general terms and conditions and may define specific program requirements. Many agreements include clauses that provide sole supplier status to the Company for the duration of the program’s life. Purchase orders (or authorizations to proceed) are issued pursuant to the master supply agreements. Additionally, a majority of the Company’s agreements with customers include options for future purchases. Such options primarily reduce the administrative effort of issuing subsequent purchase orders and do not represent material rights granted to customers. The Company generally enters into agreements directly with its customers and is the principal in all current contracts.

The identification of a contract with a customer for purposes of accounting and financial reporting requires an evaluation of the terms and conditions of agreements to determine whether presently enforceable rights and obligations exist. Management considers a number of factors when making this evaluation that include, but are not limited to, the nature and substance of the business exchange, the specific contractual terms and conditions, the promised products and services, the termination provisions in the contract, as well as the nature and execution of the customer’s ordering process and how the Company is authorized to perform work. Generally, presently enforceable rights and obligations are not created until a purchase order is issued by a customer for a specified number of units of product or services. Therefore, the issuance of a purchase order is generally the point at which a contract is identified for accounting and financial reporting purposes.

Management identifies the promises to the customer. Promises are generally explicitly stated in each contract, but management also evaluates whether any promises are implied based on the terms of the agreement, past business practice, or other facts and circumstances. Each promise is evaluated to determine if it is a performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service. The Company considers a number of factors when determining whether a promise is a distinct performance obligation, including whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer, whether the Company provides a significant service of integrating goods or services to deliver a combined output to the customer, or whether the goods or services are highly interdependent. The Company’s performance obligations consist of a wide range of engineering design services and manufactured components, as well as spare parts and repairs for OEMs.

The transaction price for a contract reflects the consideration the Company expects to receive for fully satisfying the performance obligations in the contract. Typically, the transaction price consists solely of fixed consideration but may include variable consideration for contractual provisions such as unpriced contract modifications, cost-sharing provisions, and other receipts or payments to customers. The Company identifies and estimates variable consideration, typically at the most likely amount the Company expects to receive from its customers. Variable consideration is only included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for the contract will not occur, or when the uncertainty associated with the variable consideration is resolved. Consideration paid or payable to a customer is reflected as a reduction in net revenues when the amounts paid are not related to a distinct good or service at the later of when the related revenue is recognized or when the Company pays or promises to pay the consideration to the customer. The Company's contracts with customers generally require payment under normal commercial terms after delivery with payment typically required within 30 to 120 days of delivery. However, a subset of the Company’s current contracts includes significant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. For these contracts, the Company adjusts the transaction price to reflect the effects of the time value of money.

The Company generally is not subject to collecting sales tax and has made an accounting policy election to exclude from the transaction price any sales and other similar taxes collected from customers. As a result, any such collections are accounted for on a net basis.

The total transaction price is allocated to each of the identified performance obligations using the relative stand-alone selling price. The objective of the allocation is to reflect the consideration that the Company expects to receive in exchange for the products or services associated with each performance obligation. Stand-alone selling price is the price at which the Company would sell a promised good or service separately to a customer. Stand-alone selling prices are established at contract inception, and subsequent changes in transaction price are allocated on the same basis as at contract inception. When stand-alone selling prices for the Company’s products and services are not observable, the Company uses either the “Expected Cost Plus a Margin” or "Adjusted Market Assessment" approaches to estimate stand-alone selling price. Expected costs are typically derived from the available periodic forecast information.

Revenue is recognized when or as control of promised products or services transfers to a customer and is recognized at the amount allocated to each performance obligation associated with the transferred products or services. Service sales, principally representing repair, maintenance, and engineering activities are recognized over the contractual period or as services are rendered. Sales under long-term contracts with performance obligations satisfied over time are recognized using either an input or output method. The Company recognizes revenue over time as it performs on these contracts because of the continuous transfer of control to the customer as represented by contractual terms that entitle the Company to the reimbursement of costs plus a reasonable profit for work performed to manufacture products for which the Company has no alternate use or for work performed on a customer-owned asset.

8


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

With control transferring over time, revenue is recognized based on the extent of progress toward completion of the performance obligation. The Company generally uses the cost-to-cost input method of progress for its contracts because it best depicts the transfer of control to the customer that occurs as work progresses. Under the cost-to-cost method, the extent of progress toward completion is measured based on the proportion of costs incurred to date to the total estimated costs at completion of the performance obligation. The Company reviews its cost estimates on contracts on a periodic basis, or when circumstances change and warrant a modification to a previous estimate. Cost estimates are largely based on negotiated or estimated purchase contract terms, historical performance trends, and other economic projections. Significant factors that influence these estimates include inflationary trends, technical and schedule risk, internal and subcontractor performance trends, business volume assumptions, asset utilization, and anticipated labor agreements.

Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of net sales and cost of sales are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation’s percentage of completion. Forward loss reserves for anticipated losses on long-term contracts are recorded in full when such losses become evident, to the extent required, and are included in contract liabilities on the accompanying condensed consolidated balance sheets. The Company believes that the accounting estimates and assumptions made by management are appropriate given the increased uncertainties surrounding the severity and duration of the impacts of the COVID-19 pandemic; however, actual results could differ materially from those estimates.

For the three months ended June 30, 2022, cumulative catch-up adjustments resulting from changes in contract values and estimated costs that arose during the fiscal year increased net sales and operating income by approximately $11,747 and $10,694, respectively, and decreased net loss and loss per share by approximately $10,694, and $0.16, respectively. For the three months ended June 30, 2021, cumulative catch-up adjustments resulting from changes in estimates increased revenue and operating income by approximately $8,737 and $14,937 and decreased net loss and loss per share $14,937, and $0.23, respectively.

Revenues for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer. For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of and obtain the benefits from the products and services. Generally, the shipping terms determine the point in time when control transfers to customers. Shipping and handling activities are not considered performance obligations and related costs are included in cost of sales as incurred.

Differences in the timing of revenue recognition and contractual billing and payment terms result in the recognition contract assets and liabilities. Refer to Note 4 for further discussion.

Concentration of Credit Risk

The Company’s trade and other accounts receivable are exposed to credit risk. However, the risk is limited due to the diversity of the customer base and the customer base’s wide geographical area. Trade accounts receivable from The Boeing Company ("Boeing") (representing commercial, military, and space) represented approximately 20% and 17% of total trade accounts receivable as of June 30, 2022 and March 31, 2022, respectively. Trade and other accounts receivable from Qarbon Aerospace Inc. include receivables that largely correspond with payables associated with transition services and represented approximately 6% and 11% of total trade accounts receivable as of June 30, 2022 and March 31, 2022, respectively. The Company had no other concentrations of credit risk of more than 10%.

Sales to Boeing for the three months ended June 30, 2022, were $118,303, or 34% of net sales, of which $39,588 and $78,715 were from Systems & Support and Aerospace Structures, respectively. Sales to Boeing for the three months ended June 30, 2021, were $142,102, or 36% of net sales, of which $40,053 and $102,049 were from Systems & Support and Aerospace Structures, respectively.

No other single customer accounted for more than 10% of the Company’s net sales. However, the loss of any significant customer could have a material adverse effect on the Company and its operating subsidiaries.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When determining fair value measurements for assets and liabilities required to be recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact and also considers assumptions that market participants would use when pricing an asset or liability. The fair value hierarchy has three levels of inputs that may be

9


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

used to measure fair value: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability; and Level 3—Unobservable inputs for the asset or liability. The Company has applied fair value measurements when comparing the carrying value of assets held for sale with the related fair value less cost to sell (see Note 3), when disclosing the fair value of its long-term debt not recorded at fair value (see Note 6), and to its pension and postretirement plan assets (see Note 9).

Supplemental Cash Flow Information

In November 2021, the Company entered into an agreement with the DOT under the AMJP for a grant of up to $21,259. The receipt of the full award was primarily conditioned upon the Company committing to not furlough or lay off a defined group of employees during the six-month period of performance between November 2021 and May 2022. The Company received approximately $19,400 under the agreement, and, in July, received a letter from the DOT confirming that we had satisfied the reporting requirements under the AMJP. In the three months ended June 30, 2022, we recognized as a reduction in cost of sales approximately $5,000 representing the final balance of the earned grant benefit.

For the three months ended June 30, 2022, the Company paid $1,159 for income taxes, net of income tax refunds received. For the three months ended June 30, 2021, the Company paid $485 for income taxes, net of income tax refunds received.

3. DIVESTED OPERATIONS AND ASSETS HELD FOR SALE

Assets Held for Sale

In January 2022, the Company’s Board of Directors committed to a plan to sell its manufacturing operations located in Stuart, Florida. In February 2022, the Company entered into a definitive agreement with the buyer of these manufacturing operations. As disclosed in Note 13, this transaction closed in July 2022 and is expected to result in a gain. The operating results of the Stuart, Florida, operations are included within the Aerospace Structures reportable segment.

Fiscal 2022 Divestitures

In May 2020, the Company’s Board of Directors committed to a plan to sell its composites manufacturing operations located in Milledgeville, Georgia and Rayong, Thailand. In August 2020, the Company entered into a definitive agreement with the buyer of the composites manufacturing operations in Georgia and Thailand. In February 2021, the Company entered into a definitive agreement to sell its large structure manufacturing operations in Red Oak, Texas, to the same buyer of the Milledgeville and Rayong composites manufacturing operations. These transactions closed in May 2021. Upon the completion of the sale of the composites and large structure manufacturing operations, the Company received proceeds of approximately $155,000 net of the purchase of a facility related to the divestiture and other transaction costs and recognized an additional loss of approximately $6,000, which is presented on the accompanying condensed consolidated statements of operations within loss on sale of assets and businesses for the three months ended June 30, 2021. The loss was primarily the result of changes in the working capital balances of the disposal group from March 31, 2021, to the date of divestiture. The operating results of these related operations are included within the Aerospace Structures reportable segment through the date of divestiture. As a result of the completed sale of these manufacturing operations, the Company recognized a pension curtailment charge of approximately $16,000 during the three months ended June 30, 2021.

In August 2021, the Company's Board of Directors committed to a plan to sell and license certain legacy product lines of the Company's Staverton, United Kingdom operations. The transaction includes the existing facility and select product lines associated with the site. The transaction closed in October 2021 for net proceeds of approximately $34,000, and the effect on earnings was insignificant. The operating results of the Staverton, United Kingdom, manufacturing operations were included within the Systems & Support reportable segment through the date of divestiture.

 

4. REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The Company disaggregates revenue based on the method of measuring satisfaction of the performance obligation either over time or at a point in time. Additionally, the Company disaggregates revenue based upon the end market where products and services are transferred to the customer. The Company’s principal operating segments and related revenue are discussed in Note 11, Segments.

10


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

The following table shows disaggregated net sales satisfied overtime and at a point in time (excluding intercompany sales) for the three months ended June 30, 2022 and 2021:

 

 

 

Three Months Ended
June 30,

 

 

 

2022

 

 

2021

 

Systems & Support

 

 

 

 

 

 

Satisfied over time

 

$

120,718

 

 

$

118,981

 

Satisfied at a point in time

 

 

133,402

 

 

 

138,222

 

Revenue from contracts with customers

 

 

254,120

 

 

 

257,203

 

Amortization of acquired contract liabilities

 

 

523

 

 

 

1,202

 

Total revenue

 

 

254,643

 

 

 

258,405

 

 

 

 

 

 

 

 

Aerospace Structures

 

 

 

 

 

 

Satisfied over time

 

$

89,592

 

 

$

129,523

 

Satisfied at a point in time

 

 

5,149

 

 

 

8,706

 

Revenue from contracts with customers

 

 

94,741

 

 

 

138,229

 

Amortization of acquired contract liabilities

 

 

 

 

 

12

 

Total revenue

 

 

94,741

 

 

 

138,241

 

 

 

$

349,384

 

 

$

396,646

 

 

The following table shows disaggregated net sales by end market (excluding intercompany sales) for the three months ended June 30, 2022 and 2021:

 

 

 

Three Months Ended
June 30,

 

 

 

2022

 

 

2021

 

Systems & Support

 

 

 

 

 

 

OEM Commercial

 

$

78,020

 

 

$

59,239

 

OEM Military

 

 

56,936

 

 

 

76,695

 

MRO Commercial

 

 

60,039

 

 

 

55,847

 

MRO Military

 

 

50,946

 

 

 

59,112

 

Non-aviation