8-K

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): May 17, 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 May 17, 2023, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal year ending March 31, 2023 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 May 17, 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:	May 17, 2023	TRIUMPH GROUP, INC.
		By:	/s/ Thomas A. Quigley, III
			Thomas A. Quigley, III
			Vice President, Investor Relations, Mergers & Acquisitions and Treasurer

EX-99.1

Exhibit 99.1

 

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 FOUTH QUARTER FISCAL 2023 RESULTS

PROVIDES FISCAL YEAR 2024 GUIDANCE

RADNOR, Pa. – May 17, 2023 – Triumph Group, Inc. (NYSE: TGI) ("TRIUMPH" or the “Company”) today reported financial results for its fourth quarter and fiscal 2023, which ended March 31, 2023.

Fourth Quarter Fiscal 2023

•Net sales of $393.3 million

•Operating income of $56.2 million with operating margin of 14%; adjusted operating income of $59.9 million with adjusted operating margin of 15%

•Net loss of ($17.5) million, or ($0.27) per share; adjusted net income of $34.5 million, or $0.39 per diluted share

•Adjusted EBITDAP of $68.1 million with Adjusted EBITDAP margin of 17.3%

•Cash flow generated from operations of $60.0 million; free cash flow of $51.8 million

Fiscal 2023

•Net sales of $1.38 billion

•Operating income of $238.1 million with operating margin of 17%, including $101.5 million gain on sale from our Stuart, Florida business; adjusted operating income of $158.7 million with adjusted operating margin of 11%

•Net income of $89.6 million, or $1.20 per diluted share; adjusted net income of $55.4 million, or $0.77 per diluted share

•Adjusted EBITDAP of $195.7 million with Adjusted EBITDAP margin of 14.0%

•Cash flow used in operations of ($52.3) million; free cash use of ($72.9) million

•Proactively addressed near term maturities through new $1.2 billion first lien secured financing

Fiscal 2024 Guidance

•Net sales of $1.39 billion to $1.43 billion, reflecting 7 - 10% organic growth

•Operating income of $165.0 million to $180.0 million, reflecting operating income margin of 12 - 16%

•Adjusted EBITDAP of $210.0 million to $225.0 million, reflecting Adjusted EBITDAP margin of 15 - 16%

•Cash flow from operations of $60.0 million to $80.0 million; free cash flow of $35.0 million to $50.0 million

“TRIUMPH ended our fiscal year 2023 on an upswing and exceeded both our Net Sales and our adjusted earnings per share guidance and successfully extending our debt maturities to enhance liquidity and financial flexibility," said Dan Crowley, TRIUMPH’s chairman, president, and chief executive officer. “As our markets improve, we generated

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21% organic sales growth from continuing operations in the quarter as a result of increasing commercial OEM production rates, accelerating MRO demand, and recovering military volumes. In addition, we delivered strong cash generation for the quarter and improved profitability on a year over year basis as supply chain constraints eased.”

Mr. Crowley continued, "As a result of our healthy backlog and recent wins, we anticipate organic growth of 7 - 10% as well as continued margin expansion and positive free cash flow generation in fiscal 2024. We will also maintain our focus on deleveraging and optimizing our capital structure over time. As we execute on our financial and operational goals, TRIUMPH remains on track to deliver profitable growth and enhance shareholder value.”

Fourth Quarter and Full Year Fiscal 2023 Overview

	Three Months Ended March 31,				Year Ended March 31,
($ in millions)	2023		2022		2023		2022
Commercial OEM	$	140.7	$	165.0	$	543.5	$	645.9
Military OEM		80.1		74.7		261.1		292.4
Total OEM Revenue		220.8		239.7		804.6		938.3
Commercial Aftermarket		95.6		65.6		325.5		245.0
Military Aftermarket		63.9		54.6		213.0		224.4
Total Aftermarket Revenue		159.5		120.2		538.5		469.4
Non-Aviation Revenue		12.3		24.5		33.6		46.4
Amortization of acquired contract liabilities		0.7		2.2		2.5		5.9
Total Net Sales*	$	393.3	$	386.7	$	1,379.1	$	1,459.9
* 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, fiscal year organic Commercial OEM sales increased $104.5 million, or 28.7% with over half the improvement driven by increased production volumes on the Boeing 737 program, as well as an increases across other commercial fixed wing and rotorcraft programs and an intellectual property transaction.

Military OEM sales decreased $31.3 million, or (10.7)% primarily due to divestitures, as well as lower sales related to the E2-D and AH-64 programs. The decreased sales were partially offset by increased sales related to the CH-53K, and CH-47 programs.

Commercial Aftermarket sales increased $80.6 million, or 32.9%. Excluding impacts from divestitures, organic Commercial Aftermarket sales increased $86.9 million, or 36.8%, driven by the recovery in overall air travel metrics and including increased sales primarily across Boeing 737 commercial platform fleets.

Military aftermarket sales increased $9.3 million, or 17.1% for the fourth quarter of fiscal 2023 relative to the prior year, partially reversing the headwinds experienced in this end market from earlier in the fiscal year.

Increased aftermarket sales improved margins in both the fourth quarter and full fiscal year.

Fourth quarter operating income of $56.2 million includes $2.1 million of restructuring costs and $1.6 million reduction of prior period gain on sale assets and businesses. Net loss for the fourth quarter of 2023 was ($17.5) million or $(0.27) per share and includes $31.6 million in debt extinguishment costs associated with our recent refinancing, $14.6 million in pension settlement charges associated with a multi-employer plan obligation and $2.1 for warrant related items.

TRIUMPH’s results included the following:

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($ millions except EPS)	Pre-tax			After-tax			Diluted EPS
Loss from Continuing Operations - GAAP	$	(15.4	)	$	(17.5	)	$	(0.27	)
Adjustments
Warrant related items		2.1			2.1			0.09
Loss on sale of assets and businesses, net		1.6			1.6			0.02
Restructuring costs		2.1			2.1			0.02
Debt extinguishment losses		31.6			31.6			0.36
Spokane withdrawal liability		14.6			14.6			0.17
Adjusted Income from Continuing Operations - non-GAAP	$	36.7		$	34.6		$	0.39

The number of shares used in computing adjusted diluted earnings per share for the fourth quarter of 2023 was 87.9 million.

Backlog, which represents the next 24 months of actual purchase orders with firm delivery dates or contract requirements, was $1.58 billion, up 11% from prior fiscal year end, after adjusting for the impact of the Stuart divestiture. This increase was primarily on commercial narrow body platforms.

For the fourth quarter of fiscal 2023, cash flow provided by operations was $60.0 million.

Outlook

The Company expects net sales for fiscal 2024 will be $1.39 billion to $1.43 billion, reflecting an organic growth rate of 7% - 10%, after excluding approximately $77.9 million in fiscal 2023 revenues from exited businesses.

The Company expects fiscal 2024 operating income of $165.0 million to $180.0 million, and Adjusted EBITDAP of $210.0 million to $225.0 million.

The Company expects fiscal 2024 cash flow from operations of $60.0 million to $80.0 million and approximately $25.0 million to $30.0 million for capital expenditures, resulting in expected free cash flow of $35.0 million to $50.0 million.

Conference Call

TRIUMPH will hold a conference call today, May 17th, at 8:30 a.m. (ET) to discuss the fourth quarter of fiscal 2023 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 http://ir.triumphgroup.com/QuarterlyResults. An audio replay will be available from May 17th to May 24th by calling (877) 344-7529 (Domestic) or (412) 317-0088 (International), passcode #2434836.

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 and operational efficiencies and organizational restructurings. 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

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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, 2022.

FINANCIAL DATA (UNAUDITED) ON FOLLOWING PAGES

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)

	Three Months Ended						Year Ended
	March 31,						March 31,
CONDENSED STATEMENTS OF OPERATIONS	2023			2022			2023			2022
Net sales	$	393,289		$	386,651		$	1,379,128		$	1,459,942
Cost of sales (excluding depreciation shown below)		270,936			284,722			991,599			1,073,063
Selling, general & administrative		53,998			49,295			210,430			202,070
Depreciation & amortization		8,466			9,600			35,581			49,635
Impairment of long-lived assets and goodwill		—			2,308			—			2,308
Restructuring costs		2,098			6,264			4,949			19,295
Loss (gain) on sale of assets and businesses, net		1,640			(4,335	)		(101,523	)		9,294
Operating income		56,151			38,797			238,092			104,277
Interest expense and other, net		36,988			30,801			137,714			135,861
Debt extinguishment loss		31,603			—			33,044			11,624
Warrant remeasurement gain		(3,146	)		—			(8,683	)		—
Non-service defined benefit expense (income)		6,061			17,754			(19,664	)		(5,373	)
Income tax expense		2,188			817			6,088			4,923
Net (loss) income	$	(17,543	)	$	(10,575	)	$	89,593		$	(42,758	)
(Loss) earnings per share - basic:
Net (loss) income	$	(0.27	)	$	(0.16	)	$	1.38		$	(0.66	)
Weighted average common shares outstanding - basic		65,189			64,640			65,021			64,538
(Loss) earnings per share - diluted:
Net (loss) income	$	(0.27	)	$	(0.16	)	$	1.20		$	(0.66	)
Weighted average common shares outstanding - diluted		65,189			64,640			71,721			64,538

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except share data)

BALANCE SHEETS	Unaudited March 31, 2023			Audited March 31, 2022
Assets
Cash and cash equivalents	$	227,403		$	240,878
Accounts receivable, net		196,775			178,663
Contract assets		103,027			101,828
Inventory, net		389,245			361,692
Prepaid and other current assets		17,062			19,903
Assets held for sale		—			60,104
Current assets		933,512			963,068
Property and equipment, net		166,800			169,050
Goodwill		509,449			513,722
Intangible assets, net		73,898			84,850
Other, net		31,185			30,476
Total assets	$	1,714,844		$	1,761,166
Liabilities & Stockholders' Deficit
Current portion of long-term debt	$	3,162		$	3,268
Accounts payable		197,932			161,534
Contract liabilities		44,482			171,763
Accrued expenses		151,348			208,059
Liabilities related to assets held for sale		—			57,519
Current liabilities		396,924			602,143
Long-term debt, less current portion		1,688,620			1,586,222
Accrued pension and post-retirement benefits, noncurrent		359,375			301,303
Deferred income taxes, noncurrent		7,268			7,213
Other noncurrent liabilities		60,053			51,708
Stockholders' Deficit:
Common stock, $.001 par value, 100,000,000 shares authorized, 65,432,589    and 64,629,279 shares issued		65			64
Capital in excess of par value		964,741			973,112
Treasury stock, at cost, 0 and 14,897 shares		—			(96	)
Accumulated other comprehensive loss		(554,646	)		(463,354	)
Accumulated deficit		(1,207,556	)		(1,297,149	)
Total stockholders' deficit		(797,396	)		(787,423	)
Total liabilities and stockholders' deficit	$	1,714,844		$	1,761,166

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except share data)

	Fiscal Year Ended March 31
	2023			2022
Operating Activities
Net income (loss)	$	89,593		$	(42,758	)
Adjustments to reconcile net income (loss) to net cash used in    operating activities:
Depreciation and amortization		35,575			49,635
Impairment of long-lived assets		—			2,308
Amortization of acquired contract liability		(2,500	)		(5,871	)
(Gain) loss on sale of assets and businesses		(101,523	)		9,294
Curtailments, settlements, withdrawals, and special termination benefits loss, net		14,644			52,005
Gain on debt redemption of 2024 Second Lien Notes		(24,944	)		—
Other amortization included in interest expense		12,872			9,047
Provision for credit losses		1,594			452
Provision (benefit) for deferred income taxes		14			25
Warrants remeasurement gain		(9,796	)		—
Share-based compensation		8,913			9,782
Changes in other assets and liabilities, excluding the effects of    acquisitions and divestitures:
Trade and other receivables		(26,433	)		2,822
Contract assets		(9,055	)		702
Inventories		(28,187	)		25,642
Prepaid expenses and other current assets		1,970			(1,122	)
Accounts payable, accrued expenses, and contract liabilities		15,368			(189,412	)
Accrued pension and other postretirement benefits		(32,562	)		(58,597	)
Other, net		2,206			(970	)
Net cash used in operating activities		(52,251	)		(137,016	)
Investing Activities
Capital expenditures		(20,676	)		(19,660	)
(Payments on) proceeds from sale of assets and businesses		(6,220	)		224,518
Investment in joint venture		(272	)		(2,101	)
Purchase of facility related to divested businesses		—			(21,550	)
Net cash (used in) provided by investing activities		(27,168	)		181,207
Financing Activities
Net increase in revolving credit facility		—			—
Proceeds from issuance of long-term debt		1,235,000			107
Retirement of debt and finance lease obligations		(1,101,520	)		(380,009	)
Payment of deferred financing costs		(17,097	)		(400	)
Proceeds on issuance of common stock, net of issuance costs		4,090			—
Premium on redemption of Senior Notes		(51,138	)		(9,108	)
Repurchase of shares for share-based compensation    minimum tax obligation		(3,547	)		(3,249	)
Net cash provided by (used in) financing activities		65,788			(392,659	)
Effect of exchange rate changes on cash		156			(536	)
Net change in cash and cash equivalents		(13,475	)		(349,004	)
Cash and cash equivalents at beginning of period		240,878			589,882
Cash and cash equivalents at end of period	$	227,403		$	240,878

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

	Three Months Ended						Year Ended
	March 31,						March 31,
SEGMENT DATA	2023			2022			2023			2022
Net sales:
Systems & Support	$	353,414		$	286,969		$	1,167,533		$	1,030,444
Interiors (formerly Aerospace Structures)		39,878			99,684			211,647			429,547
Elimination of inter-segment sales		(3	)		(2	)		(52	)		(49	)
	$	393,289		$	386,651		$	1,379,128		$	1,459,942
Operating income:
Systems & Support	$	71,306		$	49,237		$	190,863		$	163,450
Interiors (formerly Aerospace Structures)		2,424			2,666			11,069			13,982
Corporate		(15,086	)		(10,988	)		45,073			(63,373	)
Share-based compensation expense		(2,493	)		(2,118	)		(8,913	)		(9,782	)
	$	56,151		$	38,797		$	238,092		$	104,277
Operating margin %
Systems & Support		20.2	%		17.2	%		16.3	%		15.9	%
Interiors (formerly Aerospace Structures)		6.1	%		2.7	%		5.2	%		3.3	%
Consolidated		14.3	%		10.0	%		17.3	%		7.1	%
Depreciation and amortization^:
Systems & Support	$	7,334		$	7,699		$	29,781		$	32,464
Interiors (formerly Aerospace Structures)		624			3,556			3,683			16,234
Corporate		508			653			2,117			3,245
	$	8,466		$	11,908		$	35,581		$	51,943
Amortization of acquired contract liabilities:
Systems & Support	$	(668	)	$	(2,226	)	$	(2,500	)	$	(5,859	)
Interiors (formerly Aerospace Structures)		—			—			—			(12	)
	$	(668	)	$	(2,226	)	$	(2,500	)	$	(5,871	)

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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.

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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.

• 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.

• 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.

10

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

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						Year Ended
	March 31,						March 31,
Adjusted Earnings before Interest, Taxes, Depreciation, Amortization, and Pension (Adjusted EBITDAP):	2023			2022			2023			2022
Net (loss) income	$	(17,543	)	$	(10,575	)	$	89,593		$	(42,758	)
Add-back:
Income tax expense		2,188			817			6,088			4,923
Interest expense and other, net		36,988			30,801			137,714			135,861
Debt extinguishment loss		31,603			—			33,044			11,624
Warrant remeasurement gain		(3,146	)		—			(8,683	)		—
Pension charges		14,644			31,959			14,644			52,005
Consideration Payable to customer related to divestiture		—			—			17,185			—
Loss (gain) on sales of assets and businesses, net		1,640			(4,335	)		(101,523	)		9,294
Share-based compensation		2,493			2,118			8,913			9,782
Amortization of acquired contract liabilities		(668	)		(2,226	)		(2,500	)		(5,871	)
Depreciation and amortization		8,466			11,908			35,581			51,943
Adjusted Earnings before Interest, Taxes, Depreciation    and Amortization ("Adjusted EBITDA")	$	76,665		$	60,467		$	230,056		$	226,803
Non-service defined benefit income (excluding settlements)		(8,583	)		(14,205	)		(34,308	)		(57,378	)
Adjusted Earnings before Interest, Taxes, Depreciation    and Amortization, and Pension ("Adjusted EBITDAP")	$	68,082		$	46,262		$	195,748		$	169,425
Net sales	$	393,289		$	386,651		$	1,379,128		$	1,459,942
Net income margin		(4.5	%)		(2.7	%)		6.5	%		(2.9	%)
Adjusted EBITDAP margin		17.3	%		12.0	%		14.0	%		11.7	%

11

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

	Three Months Ended March 31, 2023
				Segment Data
Adjusted Earnings before Interest, Taxes, Depreciation, Amortization, and Pension (EBITDAP):	Total			Systems & Support			Interiors#			Corporate/ Eliminations*
Net loss	$	(17,543	)
Add-back:
Non-service defined benefit expense		6,061
Income tax expense		2,188
Warrant remeasurement gain		(3,146	)
Debt extinguishment loss		31,603
Interest expense and other, net		36,988
Operating income (loss)	$	56,151		$	71,306		$	2,424		$	(17,579	)
Loss on sales of assets & businesses, net		1,640			—			—			1,640
Share-based compensation		2,493			—			—			2,493
Amortization of acquired contract liabilities		(668	)		(668	)		—			—
Depreciation and amortization		8,466			7,334			624			508
Adjusted Earnings (Losses) before Interest, Taxes,    Depreciation and Amortization, and Pension    ("Adjusted EBITDAP")	$	68,082		$	77,972		$	3,048		$	(12,938	)
Net sales	$	393,289		$	353,414		$	39,878		$	(3	)
Adjusted EBITDAP margin		17.3	%		22.1	%		7.6	%	n/a

	Year Ended March 31, 2023
				Segment Data
Adjusted Earnings before Interest, Taxes, Depreciation, Amortization, and Pension (EBITDAP):	Total			Systems & Support			Interiors#			Corporate/ Eliminations*
Net income	$	89,593
Add-back:
Non-service defined benefit income		(19,664	)
Income tax expense		6,088
Warrant remeasurement gain, net		(8,683	)
Debt extinguishment loss		33,044
Interest expense and other, net		137,714
Operating income	$	238,092		$	190,863		$	11,069		$	36,160
Gain on sales of assets & businesses, net		(101,523	)		—			—			(101,523	)
Consideration payable to customer related to divestiture		17,185			—			17,185			—
Share-based compensation		8,913			—			—			8,913
Amortization of acquired contract liabilities		(2,500	)		(2,500	)		—			—
Depreciation and amortization		35,581			29,781			3,683			2,117
Adjusted Earnings (Losses) before Interest, Taxes,    Depreciation and Amortization, and Pension    ("Adjusted EBITDAP")	$	195,748		$	218,144		$	31,937		$	(54,333	)
Net sales	$	1,379,128		$	1,167,533		$	211,647		$	(52	)
Adjusted EBITDAP margin		14.0	%		18.7	%		14.0	%	n/a

12

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

	Three Months Ended March 31, 2022
				Segment Data
Adjusted Earnings before Interest, Taxes, Depreciation, Amortization, and Pension (EBITDAP):	Total			Systems & Support			Interiors#			Corporate/ Eliminations*
Net loss	$	(10,575	)
Add-back:
Non-service defined benefit expense		17,754
Income tax expense		817
Interest expense and other, net		30,801
Operating income (loss)	$	38,797		$	49,237		$	2,666		$	(13,106	)
Gain on sales of assets & businesses, net		(4,335	)		—			—			(4,335	)
Share-based compensation		2,118			—			—			2,118
Amortization of acquired contract liabilities		(2,226	)		(2,226	)		—			—
Depreciation and amortization		11,908			7,699			3,556			653
Adjusted Earnings (Losses) before Interest, Taxes,    Depreciation and Amortization, and Pension    ("Adjusted EBITDAP")	$	46,262		$	54,710		$	6,222		$	(14,670	)
Net sales	$	386,651		$	286,969		$	99,684		$	(2	)
Adjusted EBITDAP margin		12.0	%		19.2	%		6.2	%	n/a

	Year Ended March 31, 2022
				Segment Data
Adjusted Earnings before Interest, Taxes, Depreciation, Amortization, and Pension (EBITDAP):	Total			Systems & Support			Interiors#			Corporate/ Eliminations*
Net loss	$	(42,758	)
Add-back:
Non-service defined benefit income		(5,373	)
Income tax expense		4,923
Debt extinguishment loss		11,624
Interest expense and other, net		135,861
Operating income (loss)	$	104,277		$	163,450		$	13,982		$	(73,155	)
Loss on sales of assets & businesses, net		9,294			—			—			9,294
Share-based compensation		9,782			—			—			9,782
Amortization of acquired contract liabilities		(5,871	)		(5,859	)		(12	)		—
Depreciation and amortization		51,943			32,464			16,234			3,245
Adjusted Earnings (Losses) before Interest, Taxes,    Depreciation and Amortization, and Pension    ("Adjusted EBITDAP")	$	169,425		$	190,055		$	30,204		$	(50,834	)
Net sales	$	1,459,942		$	1,030,444		$	429,547		$	(49	)
Adjusted EBITDAP margin		11.7	%		18.5	%		7.0	%	n/a

13

(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 March 31, 2023
	Pre-Tax			After-Tax			Diluted EPS
Loss from continuing operations - GAAP	$	(15,355	)	$	(17,543	)	$	(0.27	)
Adjustments:
Warrant related items		2,083			2,083			0.09
Loss on sale of assets and businesses, net		1,640			1,640			0.02
Restructuring costs		2,098			2,098			0.02
Debt extinguishment loss		31,603			31,603			0.36
Spokane pension withdrawal		14,644			14,644			0.17
Adjusted income from continuing operations - non-GAAP	$	36,713		$	34,525		$	0.39

	Year Ended March 31, 2023
	Pre-Tax			After-Tax			Diluted EPS
Income from continuing operations - GAAP	$	95,681		$	89,593
GAAP EPS Numerator Adjustments:
Warrant related items	$	(3,626	)	$	(3,626	)
GAAP EPS Numerator:	$	92,055		$	85,967		$	1.20
Adjustments:
Gain on sale of assets and businesses, net		(101,523	)		(101,523	)		(1.42	)
Restructuring costs		4,949			4,949			0.07
Consideration payable to customer related to divestiture^		17,185			17,185			0.24
Debt extinguishment loss		33,044			33,044			0.46
Spokane pension withdrawal		14,644			14,644			0.20
Warrant issuance costs		1,113			1,113			0.02
Adjusted income from continuing operations - non-GAAP*	$	61,467		$	55,379		$	0.77

	Three Months Ended March 31, 2022
	Pre-Tax			After-Tax			Diluted EPS
Loss from continuing operations - GAAP	$	(9,758	)	$	(10,575	)	$	(0.16	)
Adjustments:
Gain on sale of assets and businesses, net		(4,335	)		(4,335	)		(0.07	)
Restructuring costs (cash based)		6,264			6,264			0.10
Restructuring costs (non-cash - long-lived asset impairment)		2,308			2,308			0.04
Pension charges		31,959			31,959			0.49
Adjusted income from continuing operations - non-GAAP*	$	26,438		$	25,621			0.39

14

(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

	Year Ended March 31, 2022
	Pre-Tax			After-Tax			Diluted EPS
Loss from continuing operations - GAAP	$	(37,835	)	$	(42,758	)	$	(0.66	)
Adjustments:
Loss on sale of assets and businesses, net		9,294			9,294			0.14
Restructuring costs (cash based)		19,295			19,295			0.30
Restructuring costs (non-cash - long-lived asset impairment)		2,308			2,308			0.04
Pension charges		52,005			52,005			0.80
Debt extinguishment loss		11,624			11,624			0.18
Adjusted income from continuing operations - non-GAAP*	$	56,691		$	51,768		$	0.79

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 March 31,					Year Ended March 31,
	2023		2022			2023			2022
Operating income - GAAP	$	56,151	$	38,797		$	238,092		$	104,277
Adjustments:
Loss (gain) on sale of assets and businesses, net		1,640		(4,335	)		(101,523	)		9,294
Restructuring costs (cash based)		2,098		6,264			4,949			19,295
Restructuring costs (non-cash - long-lived asset impairment)		—		2,308			—			2,308
Consideration payable to customer related to divestiture		—		—			17,185			—
Adjusted operating income - non-GAAP	$	59,889	$	43,034		$	158,703		$	135,174

	Fiscal 2024
($ in millions)	Guidance
Operating Income	$165.0 - $180.0
Adjustments:
Depreciation & Amortization	$38.0
Amortization of acquired contract liabilities	($3.0)
Share-based compensation	$10.0
Adjusted EBITDAP - non-GAAP	$210.0 - $225.0

15

(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 March 31,						Fiscal Year Ended March 31,						Fiscal 2024 Guidance
$ in millions	2023			2022			2023			2022
Cash used in operating activities	$	60.0		$	33.0		$	(52.3	)	$	(137.0	)	$ 60.0 - $ 80.0
Less:
Capital expenditures		(8.3	)		(3.9	)		(20.7	)		(19.7	)	$ (25.0) - $ (30.0)
Free cash use	$	51.8		$	29.1		$	(72.9	)	$	(156.7	)	$ 35.0 - $ 50.0

16

XML

Document And Entity Information	May 17, 2023
Document And Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 17, 2023
Entity 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