EX-99.2 3 tgi-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

On March 1, 2024, Triumph Group, Inc. ("Triumph" or the “Company”) completed its previously announced sale of its maintenance, repair, and overhaul operations located in Wellington, Kansas; Grand Prairie, Texas; San Antonio, Texas; Hot Springs, Arkansas; and Chonburi, Thailand (“Product Support” or "TPS") to AAR CORP. (“AAR”) (the "TPS Divestiture"), pursuant to a securities and asset purchase agreement entered into on December 21, 2023, (as amended or supplemented through the date hereof) (the “Divestiture Agreement”), for a purchase price of $725 million in cash, subject to transaction adjustments in accordance with the Divestiture Agreement. For purposes of the unaudited pro forma condensed balance sheet, the cash proceeds received by the Company at closing, which are net of estimated closing adjustments and transaction cost funding, have been reflected as approximately $701 million. The divestiture of Product Support represents a strategic shift and therefore, beginning with the Company's quarterly report on Form-10-Q for the period ended December 31, 2023, Product Support was reflected as discontinued operations, including prior periods.

On February 6, 2024, Triumph issued (i) a notice of conditional redemption in respect of up to all $435.6 million of its outstanding 7.750% Senior Notes due 2025 (the “2025 Notes”) to be redeemed on March 6, 2024 (the "2025 Notes Redemption) and (ii) a notice of conditional redemption in respect of $120.0 million of its 9.000% Senior Secured First Lien Notes due 2028 (the “First Lien Notes”) to be redeemed on March 4, 2024 (the "First Lien Notes Redemption") (together, the "Senior Notes Redemptions"). The Senior Notes Redemptions were conditioned upon the consummation of the TPS Divestiture and therefore, on March 1, 2024, the Company concluded that the redemptions described on its February 6, 2024, Form 8-K were probable and the disclosure of related pro forma financial information would be material to investors.

Unaudited Pro Forma Financial Information

The following unaudited pro forma consolidated financial statements of Triumph were derived from its historical consolidated financial statements and are being presented to give effect to the TPS Divestiture and the Senior Notes Redemptions (together, the "Transactions"). The unaudited pro forma condensed consolidated balance sheet as of December 31, 2023, gives effect to the Transactions as if they had occurred on that date. As the TPS Divestiture was reflected as a component of discontinued operations within the condensed consolidated statement of operations in Triumph's Quarterly Report on Form 10-Q for December 31, 2023, the unaudited pro forma consolidated statements of operations for the nine months ended December 31, 2023, only reflects pro forma transaction adjustments for the Senior Notes Redemptions.

The unaudited pro forma consolidated statements of operations for the years ended March 31, 2023, 2022 and 2021 give effect to the pro forma discontinued operations presentation of the TPS Divestiture as if the TPS Divestiture had occurred on April 1, 2020, and in accordance with Financial Accounting Standards Board Accounting Standards Codification 205, “Presentation of Financial Statements” (“ASC 205”) for those historical periods.

The unaudited pro forma consolidated statements of operations for the year ended March 31, 2023, give effect to the pro forma Senior Notes Redemptions as if they had occurred on April 1, 2022, after adjusting for the effects of the TPS Divestiture as disclosed further in Note 2 below.

The unaudited pro forma consolidated financial statements should be read in conjunction with: (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements, (ii) Triumph's audited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended March 31, 2023; and (iii) Triumph's unaudited condensed consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023.

The unaudited pro forma consolidated financial statements, prepared in accordance with Securities and Exchange Commission (“SEC”) Regulation S-X Article 11, Pro Forma Financial Information, have been prepared based upon the best available information and management estimates and are subject to assumptions and adjustments described in the accompanying notes to these financial statements, are for informational purposes only, and are not intended to be a complete presentation of the Company's operating results or financial position had the TPS Divestiture occurred as of and for the periods indicated, nor do they purport to project the results of operations or financial position for any future period or as of any future date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.

 

 


TRIUMPH GROUP, INC.

Unaudited Pro Forma Condensed Consolidated Balance Sheets

as of December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

As Reported

 

 

TPS Divestiture

 

 

 

Senior Notes Redemptions

 

 

 

Total Pro Forma

 

ASSETS

 

 

 

 

Note 1

 

 

 

Note 2

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

162,899

 

 

$

701,214

 

(a)

 

$

(575,202

)

(c)

 

$

288,911

 

Trade and other receivables, net

 

 

127,494

 

 

 

 

 

 

 

 

 

 

 

127,494

 

Contract assets

 

 

89,406

 

 

 

 

 

 

 

 

 

 

 

89,406

 

Inventory, net

 

 

352,188

 

 

 

 

 

 

 

 

 

 

 

352,188

 

Prepaid expenses and other current assets

 

 

16,578

 

 

 

 

 

 

 

 

 

 

 

16,578

 

Assets held for sale - current

 

 

180,642

 

 

 

(180,642

)

(a)

 

 

 

 

 

 

 

Total current assets

 

 

929,207

 

 

 

520,572

 

 

 

 

(575,202

)

 

 

 

874,577

 

Property and equipment, net

 

 

141,583

 

 

 

 

 

 

 

 

 

 

 

141,583

 

Goodwill

 

 

511,571

 

 

 

 

 

 

 

 

 

 

 

511,571

 

Intangible assets, net

 

 

67,308

 

 

 

 

 

 

 

 

 

 

 

67,308

 

Other, net

 

 

26,913

 

 

 

 

 

 

 

 

 

 

 

26,913

 

Total assets

 

$

1,676,582

 

 

$

520,572

 

 

 

$

(575,202

)

 

 

$

1,621,952

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

3,342

 

 

$

(141

)

(b)

 

 

 

 

 

 

3,201

 

Accounts payable

 

 

133,550

 

 

 

 

 

 

 

 

 

 

 

133,550

 

Contract liabilities

 

 

40,182

 

 

 

 

 

 

 

 

 

 

 

40,182

 

Accrued expenses

 

 

140,092

 

 

 

(6,835

)

(b)

 

 

(15,981

)

(c)

 

 

117,276

 

Liabilities related to assets held for sale - current

 

 

32,216

 

 

 

(32,216

)

(a)

 

 

 

 

 

 

 

Total current liabilities

 

 

349,382

 

 

 

(39,192

)

 

 

 

(15,981

)

 

 

 

294,209

 

Long-term debt, less current portion

 

 

1,627,810

 

 

 

(193

)

(b)

 

 

(555,621

)

(c)

 

 

1,071,996

 

Accrued pension and other postretirement benefits

 

 

301,661

 

 

 

 

 

 

 

 

 

 

 

301,661

 

Deferred income taxes

 

 

7,356

 

 

 

 

 

 

 

 

 

 

 

7,356

 

Other noncurrent liabilities

 

 

60,653

 

 

 

 

 

 

 

 

 

 

 

60,653

 

Stockholders' deficit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

77

 

 

 

 

 

 

 

 

 

 

 

77

 

Capital in excess of par value

 

 

1,107,241

 

 

 

 

 

 

 

 

 

 

 

1,107,241

 

Treasury stock, at cost

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

(5

)

Accumulated other comprehensive loss

 

 

(534,676

)

 

 

 

 

 

 

 

 

 

 

(534,676

)

Accumulated deficit

 

 

(1,242,917

)

 

 

559,957

 

(a)

 

 

(3,600

)

(c)

 

 

(686,560

)

Total stockholders' deficit

 

 

(670,280

)

 

 

559,957

 

 

 

 

(3,600

)

 

 

 

(113,923

)

Total liabilities and stockholders' deficit

 

$

1,676,582

 

 

$

520,572

 

 

 

$

(575,202

)

 

 

$

1,621,952

 

 

 


TRIUMPH GROUP, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Nine Months Ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share amounts)

As Reported

 

 

Senior Notes Redemptions

 

 

 

Total
Pro Forma

 

Net sales

$

833,456

 

 

$

 

 

 

$

833,456

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

618,742

 

 

 

 

 

 

 

618,742

 

Selling, general and administrative

 

135,479

 

 

 

 

 

 

 

135,479

 

Depreciation and amortization

 

22,062

 

 

 

 

 

 

 

22,062

 

Legal judgment loss

 

1,338

 

 

 

 

 

 

 

1,338

 

Restructuring

 

1,985

 

 

 

 

 

 

 

1,985

 

Loss on sale of assets and businesses

 

12,208

 

 

 

 

 

 

 

12,208

 

 

 

791,814

 

 

 

 

 

 

 

791,814

 

Operating income

 

41,642

 

 

 

 

 

 

 

41,642

 

Non-service defined benefit income

 

(2,460

)

 

 

 

 

 

 

(2,460

)

Debt modification and extinguishment (gain) loss

 

(5,125

)

 

 

9,691

 

 (d)

 

 

4,566

 

Warrant remeasurement gain, net

 

(8,545

)

 

 

 

 

 

 

(8,545

)

Interest expense and other, net

 

94,354

 

 

 

(15,488

)

 (d)

 

 

78,866

 

Loss from continuing operations before income taxes

 

(36,582

)

 

 

5,797

 

 

 

 

(30,785

)

Income tax expense

 

3,348

 

 

 

 

 (g)

 

 

3,348

 

Net loss

$

(39,930

)

 

$

5,797

 

 

 

$

(34,133

)

Loss per share - continuing operations—basic

$

(0.55

)

 

 

 

 

 

$

(0.47

)

Weighted average common shares outstanding—basic

 

73,200

 

 

 

 

 

 

 

73,200

 

Loss per share - continuing operations—diluted

$

(0.55

)

 

 

 

 

 

$

(0.47

)

Weighted average common shares outstanding—diluted

 

73,200

 

 

 

 

 

 

 

73,200

 

 


TRIUMPH GROUP, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share amounts)

As Reported

 

 

(a)
TPS Divestiture

 

 

Senior Notes Redemptions

 

 

 

Total
Pro Forma

 

 

 

 

 

Note 1

 

 

Note 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

1,379,128

 

 

$

(248,566

)

 

 

 

 

 

$

1,130,562

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

991,599

 

 

 

(181,717

)

 

 

 

 

 

 

809,882

 

Selling, general and administrative

 

210,430

 

 

 

(19,342

)

 

 

 

 

 

 

191,088

 

Depreciation and amortization

 

35,581

 

 

 

(3,322

)

 

 

 

 

 

 

32,259

 

Restructuring

 

4,949

 

 

 

(1,777

)

 

 

 

 

 

 

3,172

 

Gain on sale of assets and businesses

 

(101,523

)

 

 

 

 

 

 

 

 

 

(101,523

)

 

 

1,141,036

 

 

 

(206,158

)

 

 

 

 

 

 

934,878

 

Operating income

 

238,092

 

 

 

(42,408

)

 

 

 

 

 

 

195,684

 

Non-service defined benefit income

 

(19,664

)

 

 

 

 

 

 

 

 

 

(19,664

)

Debt modification and extinguishment loss

 

33,044

 

 

 

 

 

 

7,337

 

 (e)

 

 

40,381

 

Warrant remeasurement gain, net

 

(8,683

)

 

 

 

 

 

 

 

 

 

(8,683

)

Interest expense and other, net

 

137,714

 

 

 

(22,504

)

 

 

(23,059

)

 (e)

 

 

92,151

 

Income from continuing operations before income taxes

 

95,681

 

 

 

(19,904

)

 

 

15,722

 

 

 

 

91,499

 

Income tax expense

 

6,088

 

 

 

(2,442

)

 

 

 

 (g)

 

 

3,646

 

Net income

$

89,593

 

 

$

(17,462

)

 

$

15,722

 

 

 

$

87,853

 

Earnings per share - continuing operations—basic

$

1.38

 

 

 

 

 

 

 

 

 

$

1.35

 

Weighted average common shares outstanding—basic

 

65,021

 

 

 

 

 

 

 

 

 

 

65,021

 

Earnings per share - continuing operations—diluted

$

1.20

 

 

 

 

 

 

 

 

(f)

$

1.17

 

Weighted average common shares outstanding—diluted

 

71,721

 

 

 

 

 

 

 

 

 

 

71,721

 

 

 


TRIUMPH GROUP, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended March 31, 2022

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share amounts)

As Reported

 

 

(a)
TPS Divestiture

 

 

Total
Pro Forma

 

Net sales

$

1,459,942

 

 

$

(197,238

)

 

$

1,262,704

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

1,073,063

 

 

 

(144,426

)

 

 

928,637

 

Selling, general and administrative

 

202,070

 

 

 

(17,815

)

 

 

184,255

 

Depreciation and amortization

 

49,635

 

 

 

(4,126

)

 

 

45,509

 

Impairment of long-lived assets

 

2,308

 

 

 

 

 

 

2,308

 

Restructuring

 

19,295

 

 

 

(74

)

 

 

19,221

 

Loss on sale of assets and businesses

 

9,294

 

 

 

 

 

 

9,294

 

 

 

1,355,665

 

 

 

(166,441

)

 

 

1,189,224

 

Operating income

 

104,277

 

 

 

(30,797

)

 

 

73,480

 

Non-service defined benefit income

 

(5,373

)

 

 

 

 

 

(5,373

)

Debt modification and extinguishment loss

 

11,624

 

 

 

 

 

 

11,624

 

Interest expense and other, net

 

135,861

 

 

 

(22,781

)

 

 

113,080

 

Loss from continuing operations before income taxes

 

(37,835

)

 

 

(8,016

)

 

 

(45,851

)

Income tax expense

 

4,923

 

 

 

(110

)

 

 

4,813

 

Net loss

$

(42,758

)

 

$

(7,906

)

 

$

(50,664

)

Loss per share - continuing operations—basic

$

(0.66

)

 

 

 

 

$

(0.79

)

Weighted average common shares outstanding—basic

 

64,538

 

 

 

 

 

 

64,538

 

Loss per share - continuing operations—diluted

$

(0.66

)

 

 

 

 

$

(0.79

)

Weighted average common shares outstanding—diluted

 

64,538

 

 

 

 

 

 

64,538

 

 

 


TRIUMPH GROUP, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share amounts)

As Reported

 

 

(a)
TPS Divestiture

 

 

Total
Pro Forma

 

Net sales

$

1,869,719

 

 

$

(171,278

)

 

$

1,698,441

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

1,476,266

 

 

 

(153,896

)

 

 

1,322,370

 

Selling, general and administrative

 

215,962

 

 

 

(18,787

)

 

 

197,175

 

Depreciation and amortization

 

93,334

 

 

 

(4,633

)

 

 

88,701

 

Impairment of long-lived assets

 

252,382

 

 

 

 

 

 

252,382

 

Restructuring

 

53,224

 

 

 

 

 

 

53,224

 

Loss on sale of assets and businesses

 

104,702

 

 

 

 

 

 

104,702

 

 

 

2,195,870

 

 

 

(177,316

)

 

 

2,018,554

 

Operating loss

 

(326,151

)

 

 

6,038

 

 

 

(320,113

)

Non-service defined benefit income

 

(49,519

)

 

 

 

 

 

(49,519

)

Interest expense and other, net

 

171,397

 

 

 

(26,226

)

 

 

145,171

 

Loss from continuing operations before income taxes

 

(448,029

)

 

 

32,264

 

 

 

(415,765

)

Income tax expense

 

2,881

 

 

 

108

 

 

 

2,989

 

Net loss

$

(450,910

)

 

$

32,156

 

 

$

(418,754

)

Loss per share - continuing operations—basic

$

(8.55

)

 

 

 

 

$

(7.94

)

Weighted average common shares outstanding—basic

 

52,739

 

 

 

 

 

 

52,739

 

Loss per share - continuing operations—diluted

$

(8.55

)

 

 

 

 

$

(7.94

)

Weighted average common shares outstanding—diluted

 

52,739

 

 

 

 

 

 

52,739

 

 


 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial statements.

Transaction Accounting Adjustments:

Note 1

(a)
Reflects the removal of the Product Support business, including the associated assets, liabilities, equity and results of operations for the periods presented consistent with the principles under ASC 205-20, Discontinued Operations and the Company's related accounting policies as disclosed in the Company's Quarterly Report on Form 10-Q for December 31, 2023. The cash and cash equivalents represent the cash consideration received at closing from the TPS Divestiture, net of estimated closing adjustments and transaction cost funding. This amount is preliminary and may change in the future as the closing adjustments are finalized.
(b)
Reflects the use of a portion of the cash consideration to settle certain transaction costs and finance lease obligations accrued as of December 31, 2023.

Note 2

(c)
Reflects the use of approximately $575.2 million in cash to redeem approximately $555.6 million in principal as disclosed above, plus accrued interest of approximately $16.0 million and a premium on redemption of the First Lien Notes of approximately $3.6 million.
(d)
Reflects approximately $9.7 million in debt extinguishment losses and approximately $15.5 million in reduced interest expense that would have been avoided had the Senior Notes Redemption occurred on April 1, 2023. The $15.5 million of reduced interest expense is in addition to approximately $17.9 million in reduced interest expense that was allocated to discontinued operations in the Company's condensed consolidated statement of operations included on Form 10-Q for the nine months ended December 31, 2023.
(e)
The First Lien Notes were issued on March 14, 2023, including approximately $20.0 million in deferred debt issuance costs. The Company concluded that presenting pro forma adjustments for the First Lien Notes redemption would not provide investors with clear, understandable information about the effect of the Transactions because of the timing of the First Lien Notes issuance. Instead, the Company considered that, had the TPS Divestiture occurred on April 1, 2022, under the terms of the indenture of its then outstanding 8.875% Senior Secured First Lien Notes due June 1, 2024 (the "2024 First Lien Notes"), approximately $213.2 million of the sale proceeds would have been required to repay the 2024 First Lien Notes at a premium of 106.656% (the "2024 First Lien Notes Redemption"). As a result, only $342.5 million would remain available under the Senior Notes Redemptions described above to redeem the 2025 Notes (the "Residual 2025 Notes Redemption"). The effect of the assumptions made above results in the pro forma adjustments reflecting approximately $4.7 million in incremental loss on extinguishment principally on the increase in the premium of 2024 First Lien Notes redemptions of 106.656% as compared with the 104.438% premium that was recognized in the year ended March 31, 2023, when the 2024 First Lien Notes were redeemed in March 2023, and approximately $23.1 million in reduced interest expense had the 2024 First Lien Notes Redemption and the Residual 2025 Notes Redemption occurred on April 1, 2022. The $23.1 million of reduced interest expense is in addition to approximately $21.6 million in reduced interest expense that was allocated to discontinued operations as a result of the application of ASC 205-20, Discontinued operations and the Company's related accounting policies as described in Note 1 (a) above.
(f)
As disclosed in the Company's Annual Report on Form 10-K for the Year Ended March 31, 2023, the calculation of diluted earnings per share reflects the effect of all potentially dilutive securities (principally outstanding warrants and outstanding restricted stock units). The warrants outstanding in the year ended March 31, 2023, permitted the tendering of certain of the Company's long-term debt in payment of the exercise price. In computing diluted earnings per share, the Company applies the if-converted method to the warrants and such warrants are assumed to be exercised and the debt redeemed unless tendering cash would be more advantageous to the warrant holder. Interest (net of tax) on any Designated Notes assumed to be tendered is added back as an adjustment to the numerator. The numerator also is adjusted for any nondiscretionary adjustments based on income (net of tax) including, for example, warrant remeasurement gains recognized in the period. If cash exercise is more advantageous, the Company applies the treasury stock method to the warrants when calculating diluted EPS. In the year ended March 31, 2023, net income was reduced by approximately $3.6 million as a result of warrants related adjustments under the if-converted method. There were no warrants outstanding in the years ended March 31, 2022 and 2021.
(g)
Income tax adjustments have not been computed on the basis of statutory rates. Adjustments have been computed based on the Company's tax profile, including net operating losses, tax holidays, and estimates of effective tax rate. The Company believes that this method presents a tax adjustment that more closely

 


 

reflects the effects of the Transactions.