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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, 2024

 

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.)

 

 

 

 

 

 

 

 

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)

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 2, 2024, was 77,327,073.

 


 

 

 


 

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, 2024 and March 31, 2024

1

 

Condensed Consolidated Statements of Operations - Three months ended June 30, 2024 and 2023

2

 

Condensed Consolidated Statements of Comprehensive Loss - Three months ended June 30, 2024 and 2023

3

 

Condensed Consolidated Statements of Stockholders' Deficit - Three months ended June 30, 2024 and 2023

4

 

Condensed Consolidated Statements of Cash Flows - Three months ended June 30, 2024 and 2023

6

 

Notes to Condensed Consolidated Financial Statements - June 30, 2024

7

Item 2.

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

24

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

33

Item 4.

Controls and Procedures

33

 

 

 

Part II. Other Information

34

Item 1.

Legal Proceedings

34

Item 1A.

Risk Factors

35

Item 2.

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

35

Item 3.

Defaults Upon Senior Securities

35

Item 4.

Mine Safety Disclosures

35

Item 5.

Other Information

35

Item 6.

Exhibits

35

Signatures

 

36

 

 

 

 

 


 

TRIUMPH GROUP, INC.

Condensed Consolidated Balance Sheets

(unaudited)

(Dollars in thousands, except per share data)

 

 

 

June 30,

 

 

March 31,

 

 

 

2024

 

 

2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

152,604

 

 

$

392,511

 

Trade and other receivables, less allowance for credit losses
   of $
5,165 and $4,773

 

 

136,927

 

 

 

138,272

 

Contract assets

 

 

82,238

 

 

 

74,289

 

Inventory, net

 

 

358,681

 

 

 

317,671

 

Prepaid expenses and other current assets

 

 

19,314

 

 

 

16,626

 

Total current assets

 

 

749,764

 

 

 

939,369

 

Property and equipment, net

 

 

143,389

 

 

 

144,287

 

Goodwill

 

 

510,723

 

 

 

510,687

 

Intangible assets, net

 

 

62,843

 

 

 

65,063

 

Other, net

 

 

26,045

 

 

 

26,864

 

Total assets

 

$

1,492,764

 

 

$

1,686,270

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

$

2,979

 

 

 

3,200

 

Accounts payable

 

 

128,167

 

 

 

167,349

 

Contract liabilities

 

 

46,236

 

 

 

55,858

 

Accrued expenses

 

 

125,803

 

 

 

129,855

 

Total current liabilities

 

 

303,185

 

 

 

356,262

 

Long-term debt, less current portion

 

 

957,203

 

 

 

1,074,999

 

Accrued pension and other postretirement benefits

 

 

278,626

 

 

 

283,634

 

Deferred income taxes

 

 

7,269

 

 

 

7,268

 

Other noncurrent liabilities

 

 

66,042

 

 

 

68,521

 

Stockholders' deficit:

 

 

 

 

 

 

Common stock, $.001 par value, 200,000,000 shares authorized, 77,246,802
   and
76,923,691 shares issued and outstanding

 

 

77

 

 

 

77

 

Capital in excess of par value

 

 

1,108,761

 

 

 

1,107,750

 

Accumulated other comprehensive loss

 

 

(519,136

)

 

 

(517,069

)

Accumulated deficit

 

 

(709,263

)

 

 

(695,172

)

Total stockholders' deficit

 

 

(119,561

)

 

 

(104,414

)

Total liabilities and stockholders' deficit

 

$

1,492,764

 

 

$

1,686,270

 

 

 

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,

 

 

 

2024

 

 

2023

 

Net sales

 

$

281,016

 

 

$

263,823

 

Operating costs and expenses:

 

 

 

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

 

207,077

 

 

 

193,905

 

Selling, general and administrative

 

 

49,378

 

 

 

50,494

 

Depreciation and amortization

 

 

7,367

 

 

 

7,365

 

Legal contingencies loss

 

 

7,464

 

 

 

 

Restructuring

 

 

1,616

 

 

 

 

Loss on sale of assets and businesses

 

 

 

 

 

12,617

 

 

 

 

272,902

 

 

 

264,381

 

Operating income (loss)

 

 

8,114

 

 

 

(558

)

Non-service defined benefit expense (income)

 

 

1,033

 

 

 

(820

)

Debt modification and extinguishment loss (gain)

 

 

5,369

 

 

 

(3,391

)

Warrant remeasurement gain, net

 

 

 

 

 

(8,001

)

Interest expense and other, net

 

 

18,984

 

 

 

32,102

 

Loss from continuing operations before income taxes

 

 

(17,272

)

 

 

(20,448

)

Income tax expense

 

 

1,499

 

 

 

1,260

 

Loss from continuing operations

 

 

(18,771

)

 

 

(21,708

)

Income from discontinued operations, net of tax expense of $338 and $490, respectively

 

 

4,680

 

 

 

3,545

 

Net loss

 

$

(14,091

)

 

$

(18,163

)

Loss per share—basic:

 

 

 

 

 

 

Loss per share - continuing operations

 

$

(0.24

)

 

$

(0.33

)

Earnings per share - discontinued operations

 

 

0.06

 

 

 

0.06

 

Loss per share

 

$

(0.18

)

 

$

(0.27

)

Weighted average common shares outstanding—basic

 

 

77,158

 

 

 

66,347

 

Loss per share—diluted:

 

 

 

 

 

 

Loss per share - continuing operations

 

$

(0.24

)

 

$

(0.33

)

Earnings per share - discontinued operations

 

 

0.06

 

 

 

0.06

 

Loss per share

 

$

(0.18

)

 

$

(0.27

)

Weighted average common shares outstanding—diluted

 

 

77,158

 

 

 

66,347

 

 

 

 

 

 

 

 

 

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,

 

 

 

2024

 

 

2023

 

Net loss

 

$

(14,091

)

 

$

(18,163

)

Other comprehensive (loss) income:

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(6,376

)

 

 

3,704

 

Defined benefit pension plans and other postretirement benefits:

 

 

 

 

 

 

Reclassification to net loss - net of tax expense

 

 

 

 

 

 

Amortization of net loss, net of taxes of $0 and $0, respectively

 

 

7,174

 

 

 

6,424

 

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

 

 

(1,251

)

 

 

(1,251

)

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

 

 

5,923

 

 

 

5,173

 

Cash flow hedges:

 

 

 

 

 

 

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

 

 

(1,645

)

 

 

(1,254

)

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

 

 

31

 

 

 

917

 

Net unrealized loss on cash flow hedges, net of tax

 

 

(1,614

)

 

 

(337

)

Total other comprehensive (loss) income

 

 

(2,067

)

 

 

8,540

 

Total comprehensive loss

 

$

(16,158

)

 

$

(9,623

)

 

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, 2024

(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, 2024

 

 

76,923,691

 

 

$

77

 

 

$

1,107,750

 

 

$

 

 

$

(517,069

)

 

$

(695,172

)

 

$

(104,414

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,091

)

 

 

(14,091

)

Foreign currency translation
   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,376

)

 

 

 

 

 

(6,376

)

Pension liability adjustment, net of
   income taxes of $
0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,923

 

 

 

 

 

 

5,923

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,614

)

 

 

 

 

 

(1,614

)

Share-based compensation

 

 

473,076

 

 

 

 

 

 

3,015

 

 

 

 

 

 

 

 

 

 

 

 

3,015

 

Repurchase of restricted shares for
   minimum tax obligation

 

 

(158,885

)

 

 

 

 

 

 

 

 

(2,132

)

 

 

 

 

 

 

 

 

(2,132

)

Retirement of treasury shares

 

 

 

 

 

 

 

 

(2,132

)

 

 

2,132

 

 

 

 

 

 

 

 

 

 

Employee stock purchase plan

 

 

8,920

 

 

 

 

 

 

128

 

 

 

 

 

 

 

 

 

 

 

 

128

 

June 30, 2024

 

 

77,246,802

 

 

 

77

 

 

 

1,108,761

 

 

 

 

 

 

(519,136

)

 

 

(709,263

)

 

 

(119,561

)

 

4


 

 

 

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Stockholders' Deficit

For the three months ended June 30, 2023

(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, 2023

 

65,432,589

 

$65

 

$964,741

 

$—

 

$(554,646)

 

$(1,207,556)

 

$(797,396)

Net loss

 

 

 

 

 

 

(18,163)

 

(18,163)

Foreign currency translation
   adjustment

 

 

 

 

 

3,704

 

 

3,704

Pension liability adjustment, net of
   income taxes of $
0

 

 

 

 

 

5,173

 

 

5,173

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

 

 

 

 

 

(337)

 

 

(337)

Share-based compensation

 

300,102

 

 

3,622

 

 

 

 

3,622

Repurchase of shares for share-based
   compensation minimum
   tax obligation

 

(103,996)

 

 

 

(1,235)

 

 

 

(1,235)

Retirement of treasury shares

 

 

 

(414)

 

414

 

 

 

Employee stock purchase plan

 

12,907

 

 

150

 

 

 

 

150

Warrant exercises, net of
   income taxes of $
0

 

1,122,438

 

1

 

13,481

 

 

 

 

13,482

Issuance of shares on pension contribution

 

3,200,000

 

4

 

38,311

 

821

 

 

 

39,136

June 30, 2023

 

69,964,040

 

$70

 

$1,019,891

 

$—

 

$(546,106)

 

$(1,225,719)

 

$(751,864)

 

5


 

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

Operating Activities

 

 

 

 

 

 

Net loss

 

$

(14,091

)

 

$

(18,163

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

7,367

 

 

 

8,118

 

Amortization of acquired contract liability

 

 

(591

)

 

 

(575

)

(Gain) loss on sale of assets and businesses

 

 

(5,018

)

 

 

12,617

 

Loss (gain) on modification and extinguishment of debt

 

 

5,369

 

 

 

(3,391

)

Other amortization included in interest expense

 

 

1,059

 

 

 

1,506

 

Provision for credit losses

 

 

263

 

 

 

534

 

Warrants remeasurement gain

 

 

 

 

 

(8,001

)

Share-based compensation

 

 

3,015

 

 

 

3,622

 

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

 

 

 

 

 

 

Trade and other receivables

 

 

610

 

 

 

32,532

 

Contract assets

 

 

(7,939

)

 

 

(10,180

)

Inventories

 

 

(40,989

)

 

 

(39,818

)

Prepaid expenses and other current assets

 

 

(2,603

)

 

 

(1,830

)

Accounts payable, accrued expenses, and contract liabilities

 

 

(46,272

)

 

 

(42,588

)

Accrued pension and other postretirement benefits

 

 

892

 

 

 

(1,262

)

Other, net

 

 

(5,599

)

 

 

3,155

 

Net cash used in operating activities

 

 

(104,527

)

 

 

(63,724

)

Investing Activities

 

 

 

 

 

 

Capital expenditures

 

 

(8,172

)

 

 

(6,401

)

Proceeds from (payments on) sale of assets and businesses

 

 

572

 

 

 

(6,848

)

Investment in joint venture

 

 

 

 

 

(1,515

)

Net cash used in investing activities

 

 

(7,600

)

 

 

(14,764

)

Financing Activities

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

 

 

 

2,000

 

Retirement of debt and finance lease obligations

 

 

(120,789

)

 

 

(763

)

Payment of deferred financing costs

 

 

 

 

 

(1,438

)

Payment of issuance of common stock, net of issuance costs

 

 

 

 

 

(803

)

Premium on redemption of long-term debt

 

 

(3,600

)

 

 

 

Repurchase of shares for share-based compensation
   minimum tax obligation

 

 

(2,132

)

 

 

(1,235

)

Net cash used in financing activities

 

 

(126,521

)

 

 

(2,239

)

Effect of exchange rate changes on cash

 

 

(1,259

)

 

 

(358

)

Net change in cash and cash equivalents

 

 

(239,907

)

 

 

(81,085

)

Cash and cash equivalents at beginning of period

 

 

392,511

 

 

 

227,403

 

Cash and cash equivalents at end of period

 

$

152,604

 

 

$

146,318

 

 

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, 2024 and 2023, are not necessarily indicative of results that may be expected for the year ending March 31, 2025. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2024 audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on May 31, 2024.

Triumph Group, Inc. ("Triumph" or the "Company") is a Delaware corporation which, through its operating subsidiaries, designs, engineers, manufactures, and sells products for the 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 Interiors.

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. As disclosed in Note 3, in December 2023 the Company entered into a definitive agreement with AAR Corp. (“AAR”), to sell Systems & Support's maintenance, repair, and overhaul operations located in Wellington, Kansas; Grand Prairie, Texas; San Antonio, Texas; Hot Springs, Arkansas; and Chonburi, Thailand (“Product Support”). As a result of this agreement, the Company has classified the Product Support results of operations for all periods presented as discontinued operations, and these operations are no longer reported as part of the Systems & Support reportable segment.

Interiors consists of the Company’s operations that have historically supplied commercial, business, and regional manufacturers with large metallic structures and continues to supply aircraft interior systems, including air ducting and thermal acoustic insulations systems. Subsequent to the divestitures disclosed in Note 3, the remaining operations of Interiors are those that supply commercial and regional manufacturers with aircraft interior systems.

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.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted and the amendments in this ASU must be applied on a retrospective basis to all periods presented. The Company has not determined the impact ASU 2023-07 may have on the Company’s financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which improves income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The ASU indicates that all entities will apply its guidance prospectively with an

7


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

option for retroactive application to each period in the financial statements. The Company has not determined the impact ASU 2023-09 may have on the Company’s financial statement disclosures.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 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 generally do not represent material rights granted to customers. The Company generally enters into agreements directly with its customers and is the principal in substantially 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.

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.

8


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

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.

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 and asset utilization.

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; however, actual results could differ materially from those estimates.

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 of 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 11% and 14% of total trade accounts receivable as of June 30, 2024 and March 31, 2024, respectively.

Sales to Boeing for the three months ended June 30, 2024 were $63,556, or 22.6% of net sales, of which $44,719 and $18,837 were from Systems & Support and Interiors, respectively. Sales to Boeing for the three months ended June 30, 2023, were $69,059, or 26.2% of net sales, of which $46,141 and $22,918 were from Systems & Support and Interiors, respectively.

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

9


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

Warrants

On December 1, 2022, the Company’s board of directors declared a distribution to holders of the Company’s shares of common stock in the form of warrants to purchase shares of common stock (the “Warrants”). Holders of common stock received three Warrants for every ten shares of common stock held as of December 12, 2022 (the "Record Date"). The Company issued approximately 19.5 million Warrants on December 19, 2022, to holders of record of common stock as of the close of business on the Record Date.

Each Warrant represented the right to purchase initially one share of common stock, at an exercise price of $12.35 per Warrant, subject to certain anti-dilution adjustments. Payment for shares of common stock on exercise of Warrants could have been made in (i) cash or (ii) under certain circumstances, certain of the Company's outstanding notes (the "Designated Notes").

The common stock warrants were accounted for as derivative liabilities in accordance with ASC 815-40 and included within accrued liabilities on the accompanying condensed consolidated balance sheets. The Company measured the Warrants at fair value as of the issuance date using a Monte Carlo pricing model, a Level 3 fair value measurement (as described below), due to the level of market activity. Inherent in the option pricing simulation are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimated the volatility of the Warrants based on implied and historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants was based on the Company’s ability to redeem the Warrants, subject to a 20 calendar-day notice period, as well as the automatic acceleration of the Expiration Date following the Price Condition Date. During the three months ended December 31, 2022, due to increased trading volume, the Company began remeasuring outstanding Warrants using the Warrants trading price, a Level 1 fair value measurement (as described below). The Warrants were remeasured at each balance sheet date. Warrants remeasurement adjustments were recognized in warrant remeasurement gain, net on the accompanying condensed consolidated statements of operations.

At distribution, the fair value of the Warrants was $19,500. As of June 30, 2023, the fair value of the Warrants was approximately $1,456, and $8,001 of warrants remeasurement gain was recognized in the three months ended June 30, 2023. Approximately 7.7 million Warrants were exercised in the year ended March 31, 2024, resulting in total cash proceeds, net of transaction costs, of approximately $79,961. On July 6, 2023, the Company redeemed all of the approximately 11.4 million remaining outstanding Warrants for a total redemption price of approximately $11 pursuant to its June 16, 2023, notice of redemption.

Contingencies

Contingencies are existing conditions, situations or circumstances involving uncertainty as to possible gain or loss that will ultimately be resolved when future events occur or fail to occur. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory investigations and proceedings, product quality, and gains or losses resulting from other events and developments. Liabilities for loss contingencies are accrued in the amount of the Company's best estimate for the ultimate loss when a loss is considered probable of having been incurred and is reasonably estimable. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low-end of such range. Disclosure is provided for material loss contingencies when a loss is probable but a reasonable estimate cannot be made, and when it is reasonably possible that a loss will be incurred or the amount of a loss will exceed the recorded provision. The Company regularly reviews contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. Contingencies that might result in gains are generally not accrued until the contingencies are resolved and the gain is realized or realizable. Refer to Note 12 for further disclosure.

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 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 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 measuring the warrants (refer to the above disclosure), 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).

10


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

Supplemental Cash Flow Information

For the three months ended June 30, 2024 and 2023 the Company paid $7,058 and $369, respectively for income taxes, net of income tax refunds received.

3. DIVESTED OPERATIONS AND ASSETS HELD FOR SALE

Fiscal 2024 Divestiture and Discontinued Operations

In December 2023, the Company’s Board of Directors committed to a plan, and the Company entered into a definitive agreement with AAR, to sell Product Support for cash proceeds of $725,000 subject to adjustments related to the closing balance sheet and certain transaction expenses. This transaction closed on March 1, 2024, and the Company recognized a gain of approximately $548,250, net of transaction costs and certain other purchase price adjustments. In July 2024, the Company finalized certain purchase price adjustments principally related to the transferred working capital of the divested operations and recognized a gain of approximately $5,018 in the three months ended June 30, 2024. The gain is included within discontinued operations on the accompanying condensed consolidated statement of operations.

Product Support companies provided aftermarket maintenance, repair, and overhaul solutions for commercial, regional and military aircraft. As a result of this transaction, effective in the third quarter of fiscal 2024, we classified our results of operations for all periods presented to reflect Product Support as discontinued operations. Under the terms of the purchase agreement, we will continue to guarantee the performance of certain of the divested legal entities pursuant to pre-existing performance guarantee agreements covering existing contracts with specific customers that are expected to be fully satisfied within the next twelve months. There is no limitation to the maximum potential future liabilities under these guarantee agreements; however, we are fully indemnified by the buyer, AAR, against such losses that may arise from their failure to perform under the related contracts. The Company has also indemnified the buyer for a period of three years from the date of the transaction on product liability or warranty claims related to Product Support products and operations prior to the transaction date to the extent such claims exceed an aggregate amount of $1,000. Other than these guarantees, a short-term transition services agreement, commercial purchases and sales which are not significant and are entered into in the ordinary course of business, and other customary short-term transitional activities, the Company will have no further continuing involvement with Product Support.

The following table shows the results of Product Support within discontinued operations for the three months ended June 30, 2023. Income from discontinued operations in the three months ended June 30, 2024 pertains to the purchase price adjustments described above.

 

 

Three Months Ended June 30,

 

 

 

2023

 

Major line items constituting pretax income of discontinued operations

 

 

 

Net sales

 

$

63,322

 

Operating costs and expenses:

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

 

46,828

 

Selling, general and administrative

 

 

5,159

 

Depreciation and amortization

 

 

753

 

 

 

 

52,740

 

Operating income

 

 

10,582

 

Interest expense and other, net

 

 

6,547

 

Income from discontinued operations before income taxes

 

 

4,035

 

Income tax expense

 

 

490

 

Income from discontinued operations

 

$

3,545

 

The Company's accounting policy to allocate to discontinued operations other consolidated interest that is not directly attributable to or related to other operations of the entity based on the ratio of net assets to be sold or discontinued less debt that is required to be paid as a result of the disposal transaction to the sum of total net assets of the consolidated group plus consolidated debt, adjusted for debt that will be assumed by the buyer; debt that is required to be paid as a result of the disposal transaction; and debt that can be directly attributed to other operations of the entity. In applying the above policy, the Company allocated interest expense to discontinued operations of approximately $6,271 in the three months ended June 30, 2023.

The accompanying condensed consolidated statements of cash flows do not present cash flows from discontinued operations separately from cash flows from continuing operations. Capital expenditures and other operating and investing noncash items of the discontinued operations for the three months ended June 30, 2023 were immaterial.

11


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

Fiscal 2023 Divestitures

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. This transaction closed in July 2022. The Company recognized a gain of approximately $96,800, net of transaction costs in fiscal year 2023, which is presented on the accompanying condensed consolidated statements of operations within gain on sale of assets and businesses for the year ended March 31, 2023. In the year ended March 31, 2024, the Company paid $6,800 to the buyer of the Stuart manufacturing operations and recognized a loss of approximately $3,900 due to the resolution of claims by the buyer related to the accounts payable representation and warranty under the purchase agreement and the finalization of certain purchase price adjustments related to the transferred working capital of the divested operations. Additionally, in the year ended March 31, 2024, the Company recognized a loss on sale of approximately $8,300 related to an adjustment that would have reduced the fiscal 2023 gain on sale. Other claims for indemnification with the Buyer of the Stuart facility (refer to Note 12) remain outstanding. The operating results of the Stuart, Florida, manufacturing operations are included within the Interiors 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 on 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.

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, 2024 and 2023:

 

 

 

Three Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Systems & Support

 

 

 

 

 

 

Satisfied over time

 

$

72,307

 

 

$

79,796

 

Satisfied at a point in time

 

 

179,083

 

 

 

146,882

 

Revenue from contracts with customers

 

 

251,390

 

 

 

226,678

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

575

 

Total Systems & Support revenue

 

 

251,981

 

 

 

227,253

 

 

 

 

 

 

 

 

Interiors

 

 

 

 

 

 

Satisfied over time

 

$

23,511

 

 

$

30,929

 

Satisfied at a point in time

 

 

5,524

 

 

 

5,641

 

Revenue from contracts with customers

 

 

29,035

 

 

 

36,570

 

Total Interiors revenue

 

 

29,035

 

 

 

36,570

 

Total revenue

 

$

281,016

 

 

$

263,823

 

 

12


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

The following table shows disaggregated net sales by end market (excluding intercompany sales) for the three months ended June 30, 2024 and 2023:

 

 

 

Three Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Systems & Support

 

 

 

 

 

 

OEM Commercial

 

$

91,495

 

 

$

81,444

 

OEM Military

 

 

61,834

 

 

 

65,796

 

MRO Commercial

 

 

48,506

 

 

 

34,476

 

MRO Military

 

 

41,133

 

 

 

36,923

 

Non-aviation

 

 

8,422

 

 

 

8,039

 

Revenue from contracts with customers

 

 

251,390

 

 

 

226,678

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

575

 

Total Systems & Support revenue

 

$

251,981

 

 

$

227,253

 

 

 

 

 

 

 

 

Interiors

 

 

 

 

 

 

OEM Commercial

 

$

27,192

 

 

$

35,658

 

MRO Commercial

 

 

1,670

 

 

 

704

 

Non-aviation

 

 

173

 

 

 

208

 

Revenue from contracts with customers

 

 

29,035

 

 

 

36,570

 

Total Interiors revenue

 

 

29,035

 

 

 

36,570

 

Total revenue

 

$

281,016

 

 

$

263,823

 

 

Contract Assets and Liabilities

Contract assets primarily represent revenues recognized for performance obligations that have been satisfied or partially satisfied but for which amounts have not been billed. This typically occurs when revenue is recognized over time but the Company's contractual right to bill the customer and receive payment is conditional upon the satisfaction of additional performance obligations in the contract, such as final delivery of the product. Contract assets are typically derecognized when billed in accordance with the terms of the contract. The Company pools contract assets that share underlying risk characteristics and records an allowance for expected credit losses based on a combination of prior experience, current economic conditions and management’s expectations of future economic conditions, and specific collectibility matters when they arise. Contract assets are presented net of this reserve on the condensed consolidated balance sheets. For the three months ended June 30, 2024 and 2023, credit loss expense and write-offs related to contract assets were immaterial.

Contract liabilities are recorded when customers remit contractual cash payments in advance of the Company satisfying performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time. Contract liabilities other than those pertaining to forward loss reserves are derecognized when or as revenue is recognized.

Contract modifications can also impact contract asset and liability balances. When contracts are modified to account for changes in contract specifications and requirements, the Company considers whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original good or service provided, are accounted for as if they were part of that existing contract. The effect of a contract modification to an existing contract on the transaction price and the Company's measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct and at relative stand-alone selling price, they are accounted for as a new contract and performance obligation and are recognized prospectively.

Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. The following table summarizes the Company's contract assets and liabilities balances:

 

 

 

June 30, 2024

 

 

March 31, 2024

 

 

Change

 

Contract assets

 

$

82,238

 

 

$

74,289

 

 

$

7,949

 

Contract liabilities

 

 

(55,736

)

 

 

(65,358

)

 

 

9,622

 

Net contract asset

 

$

26,502

 

 

$

8,931

 

 

$

17,571

 

 

13


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

 

The change in contract assets is the result of revenue recognized in excess of amounts billed during the three months ended June 30, 2024. The change in contract liabilities is the result of revenue recognized in excess of receipt of additional customer advances during the three months ended June 30, 2024. For the three months ended June 30, 2024, the Company recognized $15,652 of revenue that was included in the contract liability balance at the beginning of the period.

Performance Obligations

Customers generally contract with the Company for requirements in a segment relating to a specific program, and the Company’s performance obligations consist of a wide range of engineering design services and manufactured components, as well as spare parts and repairs. A single contract may contain multiple performance obligations consisting of both recurring and nonrecurring elements.

As of June 30, 2024, the Company has the following unsatisfied, or partially unsatisfied, performance obligations that are expected to be recognized in the future as noted in the table below. The Company expects options to be exercised in addition to the amounts presented below.

 

 

 

Total

 

 

Less than
1 year

 

 

1-3 years

 

 

4-5 years

 

 

More than 5
years

 

Unsatisfied performance obligations

 

$

1,705,238

 

 

$

1,004,087

 

 

$

678,746

 

 

$

21,297

 

 

$

1,108

 

 

5. INVENTORIES

Inventories are carried at the lower of cost (average-cost or specific-identification methods) or net realizable value. The Company expenses general and administrative costs related to products and services provided under commercial terms and conditions as incurred. The Company determines the cost of inventory sold by the first-in, first-out or average cost methods. The components of inventories are as follows:

 

 

 

June 30,

 

 

March 31,

 

 

 

2024

 

 

2024

 

Raw materials

 

$

34,497

 

 

$

25,224

 

Work-in-process, including manufactured and purchased components

 

 

312,071

 

 

 

277,471

 

Finished goods

 

 

12,113

 

 

 

14,976

 

Total inventories

 

$

358,681

 

 

$

317,671

 

 

6. LONG-TERM DEBT

Long-term debt consists of the following:

 

 

 

June 30,

 

 

March 31,

 

 

 

2024

 

 

2024

 

Finance leases

 

$

13,257

 

 

$

14,008

 

Senior secured first lien notes due 2028

 

 

958,890

 

 

 

1,078,890

 

Other notes

 

 

1,862

 

 

 

1,900

 

Less: debt issuance costs

 

 

(13,827

)

 

 

(16,599

)

 

 

 

960,182

 

 

 

1,078,199

 

Less: current portion

 

 

2,979

 

 

 

3,200

 

 

 

$

957,203

 

 

$

1,074,999

 

 

14


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

Receivables Securitization Program

In connection with the Company's receivables securitization facility (the "Securitization Facility"), the Company sells on a revolving basis certain eligible accounts receivable to Triumph Receivables, LLC, a wholly-owned special-purpose entity, which in turn sells a percentage ownership interest in the receivables to commercial paper conduits sponsored by financial institutions. The Company is the servicer of the trade accounts receivable under the Securitization Facility. Interest rates are based on the Bloomberg Short Term Bank Yield Index ("BSBY"), plus a 2.25% fee on the drawn portion and a fee ranging from 0.45% to 0.50% on the undrawn portion of the Securitization Facility. The drawn fee may be reduced to 2.00% depending on the credit rating of the Company. Collateralized letters of credit incur fees at a rate of 0.125%. The Company secures its trade accounts receivable, which are generally non-interest-bearing, in transactions that are accounted for as borrowings pursuant to ASC 860, Transfers and Servicing. The Company has established a letter of credit facility under the Securitization Facility. Under the provisions of the letter of credit facility, the Company may request the Securitization Facility’s administrator to issue one or more letters of credit that will expire no later than 12 months after the date of issuance, extension or renewal, as applicable.

As of June 30, 2024, the maximum amount available under the Securitization Facility was $75,000. The actual amount available under the Securitization Facility at any point in time is dependent upon the balance of eligible accounts receivable as well as the amount of letters of credit outstanding.

At June 30, 2024, there were $0 in borrowings and $20,804 in letters of credit outstanding under the Securitization Agreement, primarily to support insurance policies. The Securitization Facility expires in December 2025.

The agreements governing the Securitization Facility contain restrictions and covenants, including limitations on the making of certain restricted payments; creation of certain liens; and certain corporate acts such as mergers, consolidations and the sale of all or substantially all the Company's assets.

Senior Secured First Lien Notes due 2028

On March 14, 2023, the Company issued $1,200,000 principal amount of 9.000% Senior Secured First Lien Notes due March 15, 2028, pursuant to an indenture among the Company, the Guarantor Subsidiaries, and U.S. Bank National Association, as trustee (the “2028 First Lien Notes”). The 2028 First Lien Notes were sold at 100% of the principal amount and have an effective interest yield of 9.000%. Interest is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing on September 15, 2023. In the three months ended June 30, 2023, the Company recognized a gain of approximately $3,400 related to an adjustment to its deferred debt issuance costs, a portion of which related to fiscal 2023. The total issuance costs incurred in connection with the issuance of the 2028 First Lien Notes were approximately $23,000, which were deferred and are being amortized over the term of the 2028 First Lien Notes.

The 2028 First Lien Notes and the guarantees are first lien secured obligations of the Company and the Guarantor Subsidiaries. The 2028 First Lien Notes:

(i)
rank equally in right of payment to any future senior indebtedness of the Company and Guarantor Subsidiaries;
(ii)
are effectively senior to all future second lien obligations and all future unsecured indebtedness of the Company and the Guarantor Subsidiaries, but only to the extent of the value of the Collateral (as defined below), and after giving effect to any permitted additional first lien secured obligations and other permitted liens of senior or equal priority);
(iii)
are senior in right of payment to all future subordinated indebtedness of the Company and the Guarantor Subsidiaries;
(iv)
are secured by the Collateral on a pari passu basis with any future permitted additional first lien secured obligations, subject to the Collateral Trust Agreement;
(v)
are effectively subordinated to any existing and future obligations of the Company and the Guarantor Subsidiaries that are secured by assets that do not constitute the Collateral, in each case, to the extent of the value of the assets securing such obligations; and
(vi)
are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s existing and future subsidiaries that do not guarantee the 2028 First Lien Notes, including the Securitization Facility.

15


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

 

The 2028 First Lien Notes are guaranteed on a full, senior, joint and several basis by each of the Guarantor Subsidiaries. In the future, each of the Company’s domestic restricted subsidiaries (other than any domestic restricted subsidiary that is a receivable subsidiary) that (1) is not an immaterial subsidiary, (2) becomes a borrower under any of its material debt facilities or (3) guarantees (a) any of the Company’s indebtedness or (b) any indebtedness of the Company’s domestic restricted subsidiaries, in the case of either (a) or (b), incurred under any of the Company’s material debt facilities, will guarantee the 2028 First Lien Notes. Under certain circumstances, the guarantees may be released without action by, or consent of, the holders of the 2028 First Lien Notes.

The 2028 First Lien Notes and the guarantees are secured, subject to permitted liens, by first-priority liens on substantially all of the Company’s and the Guarantor Subsidiaries’ assets (including certain of the Company’s real estate assets), whether now owned or hereafter acquired, other than certain excluded property, which liens will secure permitted additional first lien obligations on a pari passu basis, subject to the Collateral Trust Agreement (the “Collateral”). Under certain circumstances, the Collateral may be released without action by, or the consent of, the holders of the 2028 First Lien Notes. The 2028 First Lien Notes and the guarantees will not be secured by the assets of Non-Guarantor Subsidiaries, which include the unrestricted subsidiaries to whom certain of the Company’s accounts receivables are and may in the future be sold to support borrowing under the Securitization Facility.

A collateral trust agreement (the “Collateral Trust Agreement”) among the Company, the Guarantor Subsidiaries, the Collateral Trustee and U.S. Bank National Association, in its capacity as the trustee for the 2028 First Lien Notes, sets forth therein the relative rights with respect to the Collateral as among the trustee for the 2028 First Lien Notes and certain subsequent holders of first lien obligations and covering certain other matters relating to the administration of security interests. The Collateral Trust Agreement generally controls substantially all matters related to the Collateral, including with respect to decisions, distribution of proceeds or enforcement. Pursuant to the Collateral Trust Agreement, on the issue date of the 2028 First Lien Notes the Collateral Trustee will control certain matters related to the Collateral that the Collateral Trust Agreement specifies are in its discretion. If the Company incurs certain types of additional first lien obligations, the Controlling First Lien Holders (as defined in the Collateral Trust Agreement) will have the right to control decisions relating to the Collateral that are outside the Collateral Trustee’s discretion under the Collateral Trust Agreement and the 2028 Note holders may no longer be in control of such decisions.

The Company may redeem the 2028 First Lien Notes, in whole or in part, at any time or from time to time on or after March 15, 2025, at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. At any time or from time to time prior to March 15, 2025, the Company may redeem the 2028 First Lien Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date. In addition, the Company may redeem up to 40% of the aggregate principal amount of the outstanding 2028 First Lien Notes prior to March 15, 2025, with the net cash proceeds from certain equity offerings at a redemption price equal to 109.000% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date.

If the Company experiences specific kinds of changes of control, the Company is required to offer to purchase all of the 2028 First Lien Notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The 2028 First Lien Notes Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions; (iii) make other restricted payments and investments; (iv) create liens; (v) incur restrictions on the ability of restricted subsidiaries to pay dividends or make certain other payments; (vi) sell assets, including capital stock of restricted subsidiaries; (vii) enter into sale and leaseback transactions; (viii) merge or consolidate with other entities; and (ix) enter into transactions with affiliates. In addition, the 2028 First Lien Notes Indenture requires, among other things, the Company to provide financial and current reports to holders of the 2028 First Lien Notes or file such reports electronically with the SEC. These covenants are subject to a number of exceptions, limitations and qualifications set forth in the Indenture, as well as suspension periods in certain circumstances.

In March 2024, using approximately $129,827 of the proceeds from the sale of Product Support, the Company redeemed $120,000 principal amount of 2028 First Lien Notes at a purchase price of 103% of the aggregate principal amount, plus accrued and unpaid interest and repurchased in an asset sale tender offer $1,110 principal amount of 2028 First Lien Notes at a purchase price of 100% of the aggregate principal amount, plus accrued and unpaid interest. This redemption resulted in a debt extinguishment loss of approximately $5,463 in the year ended March 31, 2024.

In May 2024, the Company redeemed an additional $120,000 of its 2028 First Lien Notes at a redemption price equal to 103% of the principal amount redeemed plus accrued and unpaid interest to, but not including, the redemption date. This redemption resulted in a debt extinguishment loss of approximately $5,369 in the three months ended June 30, 2024.

16


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

Senior Notes Due 2025

On August 17, 2017, the Company issued $500,000 principal amount of 7.750% Senior Notes due August 15, 2025 (the "2025 Notes". In the year ended March 31, 2024, approximately $13,404 in principal amount of the 2025 Notes were used to pay the exercise price for approximately 0.9 million Warrants. In August 2023, the Company executed a 10b5-1 repurchase plan agreement with a third-party (the "Agent") granting the Agent the authority to repurchase on the open market up to $50,000 in principal amount of the 2025 Notes, subject to specific conditions, including daily volume and market prices. Pursuant to this agreement, in the year ended March 31, 2024, the Company used approximately $48,062 to redeem $50,000 principal amount of the 2025 Notes. In March 2024, using approximately $437,590 of the proceeds from the sale of Product Support, the Company redeemed the remaining outstanding $435,621 principal amount of 2025 Notes plus accrued and unpaid interest. The extinguishment gains on these transactions totaled approximately $500 in the year ended March 31, 2024.

Financial Instruments Not Recorded at Fair Value

Carrying amounts and the related estimated fair values of the Company's long-term debt not recorded at fair value in the accompanying condensed consolidated financial statements are as follows:

 

June 30, 2024

 

 

March 31, 2024

 

Carrying
Value

 

 

Fair
Value

 

 

Carrying
Value

 

 

Fair
Value

 

$

960,182

 

 

$

1,023,152

 

 

$

1,078,199

 

 

$

1,154,245

 

 

The fair value of the long-term debt was calculated based on either interest rates available for debt with terms and maturities similar to the Company's existing debt arrangements or broker quotes on the Company's existing debt (Level 2 inputs).

Interest paid on indebtedness during the three months ended June 30, 2024 and 2023, amounted to $2,750 and $454, respectively.

7. EARNINGS (LOSS) PER SHARE

The calculation of basic earnings per share is based on loss income from continuing operations, income from discontinued operations, or net loss divided by the weighted average number of common shares considered outstanding during the periods. The calculation of diluted earnings per share reflects the effect of all potentially dilutive securities (principally outstanding restricted stock units and, in prior year periods, outstanding warrants) and is based on loss from continuing operations, income from discontinued operations, or net loss divided by the diluted weighted average number of common shares considered outstanding during the periods. The Company applies the treasury stock method when calculating diluted earnings per share. The following is a reconciliation between the weighted average outstanding shares used in the calculation of basic and diluted earnings per share:

 

 

Three Months Ended June 30,

 

 

(in thousands)

 

 

2024

 

2023

Weighted average common shares outstanding - basic

 

77,158

 

66,347

Net effect of dilutive warrants, stock options and non-vested stock (1)

 

 

Weighted average common shares outstanding - diluted

 

77,158

 

66,347

(1) For the three months ended June 30, 2024 and 2023, 2,016 and 2,219 shares, respectively, associated with outstanding restricted stock unit awards were excluded from the computation of diluted earnings per share as the resulting incremental shares would have been anti-dilutive due to the loss from continuing operations in each period.

8. INCOME TAXES

The Company follows the Income Taxes topic of ASC 740, which prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company's policy is to release the tax effects from accumulated other comprehensive income when all of the related assets or liabilities that gave rise to the accumulated other comprehensive income have been derecognized.

The Company has classified uncertain tax positions as noncurrent income tax liabilities unless expected to be paid in one year. Penalties and tax-related interest expense are reported as a component of income tax expense and are not significant.

As of June 30, 2024 and March 31, 2024, the total amount of unrecognized tax benefits was $12,351 and $12,281, respectively, most of which would impact the effective rate, if recognized. The Company does not anticipate that total unrecognized tax benefits will be reduced in the next 12 months.

17


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

As of June 30, 2024, the Company has a valuation allowance against principally all of its net deferred tax assets given insufficient positive evidence to support the realization of the Company’s deferred tax assets. The Company intends to continue maintaining a valuation allowance on its deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of this allowance. A reduction in the valuation allowance could result in a significant decrease in income tax expense in the period that the release is recorded. However, the exact timing and amount of the reduction in its valuation allowance is unknown at this time and will be subject to the earnings level the Company achieves during fiscal 2025 and future periods.

The effective income tax rate for the three months ended June 30, 2024 was (8.7)% as compared with (6.2)% for the three months ended June 30, 2023. For the three months ended June 30, 2024, the effective tax rate in all periods reflected a limitation on the recognition of tax benefits due to the full valuation allowance and tax expense primarily related to foreign operations.

With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for fiscal years ended before March 31, 2014, or foreign income tax examinations by tax authorities for fiscal years ended before March 31, 2014. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

 

9. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company sponsors several defined benefit pension plans covering some of its employees. Most employees are ineligible to participate in the plans or have ceased to accrue additional benefits under the plans based upon their service to the Company or years of service accrued under the defined benefit pension plans. Benefits under the defined benefit plans are based on years of service and, for most non-represented employees, on average compensation for certain years. It is the Company’s policy to fund at least the minimum amount required for all qualified plans, using actuarial cost methods and assumptions acceptable under applicable government regulations, by making payments into a separate trust. The Company has in the past contributed and may in the future contribute shares of its common stock to this separate trust which would reduce cash contributions required by the Company.

In addition to the defined benefit pension plans, the Company provides other postretirement benefits ("OPEB") in the form of certain healthcare benefits for eligible retired employees. Such benefits are unfunded. No active employees are eligible for these benefits. The vast majority of eligible retirees receive a fixed-dollar benefit they can use to purchase healthcare services. A small number of eligible retirees receive traditional retiree medical benefits for which the Company pays all premiums. All retirees who are eligible for these traditional benefits are Medicare-eligible. Current plan documents reserve the right to amend or terminate the plans at any time, subject to applicable collective bargaining requirements for represented employees.

In accordance with the Compensation – Retirement Benefits topic of ASC 715, the Company has recognized the funded status of the benefit obligation as of the date of the last re-measurement, on the accompanying condensed consolidated balance sheets. The funded status is measured as the difference between the fair value of the plan’s assets and the pension benefit obligation or accumulated postretirement benefit obligation, of the plan. The majority of the plan assets are publicly traded investments, which were valued based on the market price as of the date of re-measurement. Investments that are not publicly traded were valued based on the estimated fair value of those investments based on the Company's evaluation of data from fund managers and comparable market data or using the net asset value as a practical expedient.

Net Periodic Benefit Plan Costs

The components of net periodic benefit expense for the Company's postretirement benefit plans are shown in the following table:

 

 

 

Pension Benefits

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

Components of net periodic benefit income:

 

 

 

 

 

 

Service cost

 

$

43

 

 

$

100

 

Interest cost

 

 

19,687

 

 

$

20,117

 

Expected return on plan assets

 

 

(24,706

)

 

$

(26,252

)

Amortization of prior service credits

 

 

26

 

 

$

26

 

Amortization of net loss

 

 

8,287

 

 

$

7,523

 

Net periodic benefit expense

 

$

3,337

 

 

$

1,514

 

 

18


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

 

The Company recognized net periodic benefit income from its other postretirement benefits plan of approximately $2,261 and $2,234 for the three months ended June 30, 2024 and 2023, respectively.

 

19


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

10. STOCKHOLDERS' DEFICIT

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss ("AOCI") by component for the three months ended June 30, 2024 and 2023 were as follows:

 

 

 

Currency
Translation
Adjustment

Unrealized Gains
and Losses on
Derivative
Instruments

Defined Benefit
Pension Plans
and Other
Postretirement
Benefits

Total (1)

 

March 31, 2024

 

$

(44,149

)

 

$

69

 

 

$

(472,989

)

 

$

(517,069

)

Other comprehensive loss before reclassifications

 

 

(6,376

)

 

 

(1,645

)

 

 

 

 

 

(8,021

)

Amounts reclassified from AOCI

 

 

 

 

 

31

 

 

 

5,923

 

(2)

 

5,954

 

Net current period OCI

 

 

(6,376

)

 

 

(1,614

)

 

 

5,923

 

 

 

(2,067

)

June 30, 2024

 

$

(50,525

)

 

$

(1,545

)

 

$

(467,066

)

 

$

(519,136

)

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

$

(49,206

)

 

$

1,217

 

 

$

(506,657

)

 

$

(554,646

)

Other comprehensive income (loss) before reclassifications

 

 

3,704

 

 

 

(1,254

)

 

 

 

 

 

2,450

 

Amounts reclassified from AOCI

 

 

 

 

 

917

 

 

 

5,173

 

(2)

 

6,090

 

Net current period OCI

 

 

3,704

 

 

 

(337

)

 

 

5,173

 

 

 

8,540

 

June 30, 2023

 

$

(45,502

)

 

$

880

 

 

$

(501,484

)

 

$

(546,106

)

(1)
Net of tax.
(2)
Includes amortization of actuarial losses and recognized prior service costs, which are included in net periodic benefit income. Refer to Note 9 for additional disclosure regarding the Company's postretirement benefit plans.

11. SEGMENTS

The Company reports financial performance based on the following two reportable segments: Systems & Support and Interiors. The Company’s reportable segments are aligned with how the business is managed, and the Company's views of the markets it serves. The Chief Operating Decision Maker (the "CODM") evaluates performance and allocates resources based upon review of segment information. The CODM utilizes earnings before interest, income taxes, depreciation and amortization, and pension (“Adjusted EBITDAP”) as a primary measure of segment profitability to evaluate performance of its segments and allocate resources. Financial information for Systems & Support differs from information reported in prior periods as this reportable segment no longer includes the results of operations of Product Support which have been reclassified for all periods as discontinued operations.

Segment Adjusted EBITDAP is total segment revenue reduced by operating expenses (less depreciation and amortization) identifiable with that segment. Corporate includes general corporate administrative costs and any other costs not identifiable with one of the Company’s segments.

The Company does not accumulate net sales information by product or service or groups of similar products and services, and therefore the Company does not disclose net sales by product or service because to do so would be impracticable.

20


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

Selected financial information for each reportable segment is as follows:

 

 

 

Three Months Ended June 30, 2024

 

 

 

Total

 

 

Discontinued Operations

 

 

Corporate &
Eliminations

 

 

Systems &
Support

 

 

Interiors

 

Net sales to external customers

 

$

281,016

 

 

$

 

 

$

 

 

$

251,981

 

 

$

29,035

 

Intersegment sales (eliminated in consolidation)

 

 

 

 

 

 

 

 

(16

)

 

 

8

 

 

 

8

 

Segment profit and reconciliation to consolidated income before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Adjusted EBITDAP

 

 

40,120

 

 

 

 

 

 

 

 

 

47,397

 

 

 

(7,277

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment profit to loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(7,367

)

 

 

 

 

 

(412

)

 

 

(6,379

)

 

 

(576

)

Interest expense and other, net

 

 

(18,984

)

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

 

 

(14,751

)

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

 

(3,015

)

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-service defined benefit expense

 

 

(1,033

)

 

 

 

 

 

 

 

 

 

 

 

 

Legal contingencies loss

 

 

(7,464

)

 

 

 

 

 

 

 

 

 

 

 

 

Debt extinguishment loss

 

 

(5,369

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

$

(17,272

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital expenditures

 

$

8,172

 

 

$

 

 

$

98

 

 

$

7,722

 

 

$

352

 

Total assets

 

$

1,492,764

 

 

 

 

 

$

132,987

 

 

$

1,258,638

 

 

$

101,139

 

 

 

 

Three Months Ended June 30, 2023

 

 

 

Total

 

 

Discontinued Operations

 

 

Corporate &
Eliminations

 

 

Systems &
Support

 

 

Interiors

 

Net sales to external customers

 

$

263,823

 

 

$

 

 

$

 

 

$

227,253

 

 

$

36,570

 

Intersegment sales (eliminated in consolidation)

 

 

 

 

 

 

 

 

(13

)

 

 

 

 

 

13

 

Segment profit and reconciliation to consolidated income before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Adjusted EBITDAP

 

 

38,921

 

 

 

 

 

 

 

 

 

40,814

 

 

 

(1,893

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment profit to loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(7,365

)

 

 

 

 

 

(495

)

 

 

(6,187

)

 

 

(683

)

Interest expense and other, net

 

 

(32,102

)

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

 

 

(16,450

)

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

 

(3,622

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of assets and businesses

 

 

(12,617

)

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquired contract liabilities

 

 

575

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-service defined benefit income

 

 

820

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt modification and extinguishment gain

 

 

3,391

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant remeasurement gain, net

 

 

8,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

$

(20,448

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital expenditures

 

$

6,401

 

 

$

359

 

 

$

1,832

 

 

$

3,701

 

 

$

509

 

 

21


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

12. COMMITMENTS AND CONTINGENCIES

Environmental Matters

Certain of the Company's current or former operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations. In July 2024, a panel of three arbitrators made a decision in an arbitration between Triumph Aerostructures, LLC (“TAS”), a wholly owned subsidiary of the Company, and Northrop Grumman Systems Corporation (“Northrop”) related to responsibility for environmental remediation costs at certain formerly occupied properties that had been previously operated by Northrop. The decision indicated that TAS would be liable to reimburse Northrop for remediation costs incurred at the properties through September 2023 in the amount of approximately $11,500. The decision also indicated that TAS would be responsible for reimbursing Northrop for remediation costs at two of the facilities incurred subsequent to September 2023. Such incremental remediation costs for the period from September 2023 to June 30, 2024 are estimated to be approximately $2,000. Accordingly, TAS has accrued a total of approximately $13,464 following the decision, of which $7,464 was recognized in the three months ended June 30, 2024, and is presented within legal contingencies loss on the Company’s condensed consolidated statement of operations. The Company estimates that total future remediation costs reimbursable to Northrop could be up to approximately $38,000, and result in annual cash expenditures not likely to exceed $2,000 to $3,000 per year. In addition, TAS is a party to the environmental remediation regulatory order at one of the properties. Therefore, in accordance with ASC 410-30, Environmental obligations, the Company has accrued approximately $1,300 as management's best estimate of the total future remediation costs at this property. TAS intends to continue to vigorously defend itself in this matter, including potentially seeking to set aside the adverse decision from the arbitration panel.

Commercial Disputes and Litigation

Throughout the course of the Company’s programs, disputes with suppliers or customers have arisen and could arise in the future regarding unique contractual requirements, quality, costs or impacts to production schedules. If the Company is unable to successfully and equitably resolve such claims and assertions, its business, financial condition, results of operations, customer relationships and related transactions could be materially adversely affected.

In the ordinary course of business, the Company is involved in disputes, claims and lawsuits with employees, suppliers and customers, as well as governmental and regulatory inquiries, that it deems to be immaterial. Some may involve claims or potential claims of substantial damages, fines, penalties or injunctive relief. While the Company cannot predict the outcome of any pending or future commercial dispute, litigation or proceeding and no assurances can be given, the Company does not believe that any pending matter will have a material effect, individually or in the aggregate, on its financial position or results of operations.

Divestitures, Disposals, Guarantees, and Indemnifications

As disclosed in Note 3, we have engaged in a number of divestitures. In connection with divestitures and related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. As of June 30, 2024, no indemnification assets or liabilities have been recorded.

As it relates to certain divestitures, disputes have arisen or may continue to arise between the Company and the acquirer subsequent to the completion and closing of the divestiture transaction. Such disputes have included or may include amounts payable to or from the buyer for closing working capital adjustments to the purchase price as well as claims regarding alleged violations of contractual terms, representations, and warranties of the sale agreements, among other matters. The outcome of such disputes typically involve negotiations between the Company and the acquirer, but could also lead to litigation between the parties, including as disclosed further below, and the ultimate claims made by the parties against each other could be material. As of June 30, 2024, we have accrued for our estimate of probable losses associated with such disputes, but losses in excess of those currently accrued could be incurred and may be material.

The Company has received notification of claims which allege certain bases for indemnification and damages relating to certain divestitures. The relevant agreements generally contain limits on certain damages that may be payable under the relevant agreements. For example, the divestiture agreement relating to the sale of the Red Oak facility specified that representations and warranties insurance would be the sole and exclusive remedy for breach of representations and warranties except in the case of fraud. By way of further example, the divestiture agreement relating to the sale of the Stuart facility contains an $18,750 general cap on breaches of representations (other than certain specified representations) and a $25,000 cap on breaches of certain specified representations related to contracts and product warranties, in each case absent certain circumstances, including fraud or breaches of fundamental or tax representations. As disclosed in Note 3, on June 16, 2023, the Company entered into a settlement agreement with the buyer of the Stuart facility resolving a working capital dispute with the buyer resulting in an amount of $2,400 payable to the Company and resolving claims by the buyer related to the accounts payable representation and warranty

22


Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

under the purchase agreement resulting in an amount of $9,200 payable to the buyer, with such amount applicable to the general cap referred to above. The amounts were settled on a net basis by the Company paying $6,800 to the buyer. The purchaser of the Stuart facility also commenced litigation against the Company on December 12, 2023, seeking additional indemnification for damages claimed to be approximately $130,000 for losses allegedly arising from the knowing breach of certain representations and warranties regarding the financial condition of TAS and the products manufactured by TAS and alleged failures to disclose known and widespread paint issues and certain supplier and production issues at the facility prior to the closing. While the Company cannot predict the outcome of any pending or future divestiture related litigation, proceeding, or claim and no assurances can be given, the Company intends to vigorously defend claims brought against it and does not believe that this matter will have a material effect on its financial position or results of operations. If the Company is unable to successfully and equitably resolve such claims and assertions, its business, financial condition, and results of operations could be materially adversely affected.

Additionally, in connection with certain divestitures, the Company has obtained customer consent to assign specified long-term contracts to the acquirer of the divested business by entering into consent-to-assignment agreements among the customer, the acquirer, and the Company. Pursuant to certain of these agreements, the Company remains a guarantor pursuant to guarantee agreements with the customer that predate the divestiture transaction. The term of these obligations typically covers a period of 2 to 5 years from the date of divestiture. There is no limitation to the maximum potential future liabilities under these contracts; however, the Company typically has a right to indemnification from acquirers against such losses that may arise from the acquirers’ failure to perform under the assigned contracts. On June 13, 2024, Boeing submitted correspondence to the Company asserting that under the terms of a guarantee agreement between Boeing and the Company (the “Guarantee Agreement”), the Company would be responsible for damages that Boeing may suffer should Qarbon Aerospace, LLC (“Qarbon”), the acquirer of the Company’s Red Oak facility, cease performance on the T7-A program, which is the subject of ongoing litigation between the Company and Qarbon. Boeing did not provide details regarding its contractual dispute with Qarbon or allege any damages incurred. As of June 30, 2024, no related indemnification assets or liabilities or guarantee liabilities have been recorded. The Company intends to vigorously defend itself against any assertion that Boeing is entitled to damages from the Company under the Guarantee Agreement, but the Company has concluded that a loss is reasonably possible. At this time, based on the early stage of this matter, the Company is unable to reasonably estimate the amount of any damages that Boeing has incurred or may claim. Separately, pursuant to the terms of the purchase agreement providing for Qarbon’s acquisition of the Red Oak facility, the Company is entitled to indemnification from Qarbon.

Also, in connection with certain divestitures, the Company has assigned lease facility agreements to the acquirers and entered into guarantee agreements with respect to the lease agreement in the event of non-performance under the lease by the assignee. The Company typically has a right to indemnification from the assignee or other third party to the transaction. On May 2, 2023, the Company received a letter from a lessor associated with one such transaction to assert the lessor’s rights against the Company as guarantor. The lease payment associated with the lease is approximately $130 per month over a lease term ending December 31, 2031, although the landlord may be barred from recovery due to its acceptance of the lessee's surrender of the premises. The Company currently estimates that a reasonably possible loss, if any, would be recoverable through indemnification and be immaterial.

In the year ended March 31, 2023, the Company withdrew from the IAM National Pension Fund (the “Fund), which is a multiemployer pension plan to which the Company previously contributed on behalf of certain of its represented employees. Such withdrawal occurred as part of the Company’s exit of its Spokane, Washington, composites manufacturing operations. In April 2023, the Company received a letter from the Fund confirming the Company’s complete withdrawal from the Fund and indicating that the Company’s portion of the unfunded vested benefits (the “Withdrawal Liability”) was estimated to be approximately $14,644, payable in quarterly installments of approximately $400 over a period of approximately thirteen years. As of June 30, 2024, the Company's liability for this obligation is included on the accompanying condensed consolidated balance sheet is approximately $13,502, representing its estimate of the remaining obligation before interest based on the letter received from the Fund. The Company has issued a formal challenge through arbitration on the issue of the interest rate used by the Fund when determining the Withdrawal Liability, and it is possible the Withdrawal Liability could be reduced during that process.

23


Management's Discussion and Analysis of

Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto contained elsewhere herein.

OVERVIEW

Business

We are a major supplier to the aerospace industry and have two reportable segments: (i) Systems & Support, whose companies’ revenues are derived from integrated solutions, including design, development and support of proprietary components, subsystems and systems, production of complex assemblies using external designs; and (ii) Interiors, whose companies' revenues are primarily derived from supplying commercial and regional manufacturers with thermo-acoustic insulation, composite components, ducting and primarily to customer designs and model-based definition.

 

Discontinued Operations

As disclosed in Note 3, in March 2024, we completed the sale of third-party maintenance, repair, and overhaul operations located in Wellington, Kansas; Grand Prairie, Texas; San Antonio, Texas; Hot Springs, Arkansas; and Chonburi, Thailand (“Product Support”) and recognized a gain in the fourth quarter of fiscal 2024. As a result of this transaction, we have classified the Product Support results of operations for all periods presented as discontinued operations and these operations are no longer reported as part of the Systems & Support reportable segment. As a result, and unless specifically stated, all discussions regarding results for the three months ended June 30, 2024 and 2023, reflect results from our continuing operations. Refer to Note 3 for further discussion of this divestiture.

Summary of Significant Financial Results

Significant financial results for the first quarter of the fiscal year ending March 31, 2025, include:

Net sales were $281.0 million compared with $263.8 million for the prior year period.
Operating income was $8.1 million compared with an operating loss of $0.6 million for the prior year period.
Loss from continuing operations was $18.8 million, or ($0.24), per diluted common share, compared with $21.7 million and $(0.33) per diluted common share, for the prior year period.
Net loss, including income from discontinued operations, was $14.1 million, or ($0.18) per diluted common share, compared with net loss, including income from discontinued operations, of $18.2 million, or ($0.27) per diluted common share, for the prior year period.
Backlog as of June 30, 2024 was $1.87 billion of which, we estimate that approximately $1.13 billion will be shipped by June 30, 2025.
We used $104.5 million of cash in operating activities for the three months ended June 30, 2024, as compared with cash used in operations of $63.7 million in the comparable prior year period.

Warrants Distribution

As disclosed in Note 2, on December 19, 2022, we issued approximately 19.5 million Warrants to holders of record of common stock as of the Record Date. Each Warrant represented the right to purchase initially one share of common stock at an exercise price of $12.35 per Warrant. Payment for shares of common stock on exercise of Warrants could have been made in (i) cash or (ii) under certain circumstances, Designated Notes (as defined in Note 2). Approximately 8.1 million warrants were exercised since the date of the Warrants initial distribution on December 19, 2022, through July 6, 2023. In the year ended March 31, 2024, approximately 7.7 million warrants were exercised for total cash proceeds, net of transaction costs, of approximately $80.0 million. On July 6, 2023, the Company redeemed all of the approximately 11.4 million outstanding Warrants for a total redemption price of less than $0.1 million. In total, as a result of the Warrant exercises, from the date of issuance on December 19, 2022, through redemption on July 6, 2023, the Company increased its cash by approximately $84.1 million and reduced debt by approximately $14.4 million.

Significant Developments in Key Programs

Discussion of significant developments on key programs is included below.

 

24


Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Boeing 737

The Boeing 737 program represented approximately 12% of revenue for both the three months ended June 30, 2024 and 2023, inclusive of both OEM production and aftermarket sales. Of the total revenue recognized on the 737 program, OEM production revenue represented approximately 78% and 88% for the three months ended June 30, 2024 and 2023, respectively. In April 2024, Boeing publicly disclosed that it had slowed the 737 program production below 38 per month to incorporate improvements to its quality management system and, in July 2024, publicly disclosed that rates were expected to increase back to 38 per month by the end of calendar year 2024.

No other programs are expected to represent more than 10% of our consolidated net sales.

RESULTS OF OPERATIONS

The following includes a discussion of our consolidated and business segment results of operations. Our diverse structure and customer base do not provide for precise comparisons of the impact of price and volume changes to our results. However, we have disclosed the significant variances between the respective periods.

Non-GAAP Financial Measures

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 (loss) income from continuing operations before interest and gains or losses on debt modification and extinguishment, income taxes, amortization of acquired contract liabilities, costs incurred pertaining to shareholder cooperation agreements, consideration payable to customer related to divestitures, legal contingency losses (including legal judgments and settlements), gains/loss on divestitures, gains/losses on warrant remeasurements and warrant-related transaction costs, share-based compensation expense, depreciation and amortization (including impairment of long-lived assets), other non-recurring impairments, and the effects of certain pension charges such as curtailments, settlements, withdrawals, and other early retirement incentives; and Adjusted EBITDAP, which is Adjusted EBITDA, before pension expense or benefit (excluding pension charges already adjusted in Adjusted EBITDA). We disclose Adjusted EBITDA on a consolidated and Adjusted EBITDAP on a consolidated and a reportable segment basis in our earnings releases, investor conference calls and filings with the SEC. The non-GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies. Also, in the future, we may disclose different non-GAAP financial measures in order to help our investors more meaningfully evaluate and compare our future results of operations with our previously reported results of operations.

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

Adjusted EBITDA and Adjusted EBITDAP are used by management to internally measure our operating and management performance and by investors as a supplemental financial measure to evaluate the performance of our business that, when viewed with our U.S. GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors and trends affecting our business. We have spent more than 20 years expanding our product and service capabilities, partially through acquisitions of complementary businesses. Due to the expansion of our operations, which included acquisitions, our net (loss) income from continuing operations has included significant charges for depreciation and amortization. Adjusted EBITDA and Adjusted EBITDAP exclude these charges and provide meaningful information about the operating performance of our business, apart from charges for depreciation and amortization. We believe

25


Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

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.

Set forth below are descriptions of the financial items that have been excluded from our net (loss) income from continuing operations to calculate Adjusted EBITDA and Adjusted EBITDAP and the material limitations associated with using these non-GAAP financial measures as compared with net (loss) 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. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Consideration payable to a customer related to a divestiture may be useful for investors to consider because it reflects consideration paid to facilitate the ultimate sale of operating units. We do not believe these charges necessarily reflect the current and ongoing cash earnings related to our operations.
Shareholder cooperation expenses may be useful for investors to consider because they represent certain costs that may be incurred periodically when reaching cooperative agreements with shareholders. We do not believe these charges necessarily reflect the current and ongoing cash earnings related to our operations.
Legal contingencies loss, when applicable, may be useful for investors to consider because it reflects gains or losses from legal disputes with third parties. We do not believe these gains or losses reflect the current and ongoing earnings related to our operations.
Non-service defined benefit income or expense from our pension and other postretirement benefit plans (inclusive of certain pension related transactions such as curtailments, settlements, withdrawals, and early retirement or other incentives) may be useful for investors to consider because they represent the cost of postretirement benefits to plan participants, net of the assumption of returns on the plan's assets and are not indicative of the cash paid for such benefits. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Amortization of acquired contract liabilities may be useful for investors to consider because it represents the noncash earnings on the fair value of off-market contracts acquired through acquisitions. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Amortization expense and nonrecurring asset impairments (including goodwill and intangible asset impairments) may be useful for investors to consider because it represents the estimated attrition of our acquired customer base and the diminishing value of trade names, product rights, licenses, or, in the case of goodwill, other assets that are not individually identified and separately recognized under U.S. GAAP, or, in the case of nonrecurring asset impairments, the impact of unusual and nonrecurring events affecting the estimated recoverability of existing assets. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.
Depreciation may be useful for investors to consider because it generally represents the wear and tear on our property and equipment used in our operations. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.
Share-based compensation may be useful for investors to consider because it represents a portion of the total compensation to management and the board of directors. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.
The amount of interest expense and other, as well as debt modification and 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.

26


Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

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

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

Loss from continuing operations (U.S. GAAP measure)

 

$

(18,771

)

 

$

(21,708

)

Income tax expense

 

 

1,499

 

 

 

1,260

 

Interest expense and other

 

 

18,984

 

 

 

32,102

 

Debt modification and extinguishment loss (gain)

 

 

5,369

 

 

 

(3,391

)

Warrant remeasurement gain, net

 

 

 

 

 

(8,001

)

Legal contingencies loss

 

 

7,464

 

 

 

 

Shareholder cooperation expenses

 

 

 

 

 

1,905

 

Loss on sale of assets and businesses, net

 

 

 

 

 

12,617

 

Share-based compensation

 

 

3,015

 

 

 

3,622

 

Amortization of acquired contract liabilities

 

 

(591

)

 

 

(575

)

Depreciation and amortization

 

 

7,367

 

 

 

7,365

 

Adjusted EBITDA (non-GAAP measure)

 

$

24,336

 

 

$

25,196

 

Non-service defined benefit loss (income) (excluding pension related charges)

 

 

1,033

 

 

 

(820

)

Adjusted EBITDAP (non-GAAP measure)

 

$

25,369

 

 

$

24,376

 

Three months ended June 30, 2024, compared with three months ended June 30, 2023

 

 

 

Three months ended June 30,

 

(In thousands)

 

2024

 

 

2023

 

Commercial OEM

 

$

118,687

 

 

$

117,102

 

Military OEM

 

 

61,834

 

 

 

65,796

 

Total OEM Revenue

 

 

180,521

 

 

 

182,898

 

 

 

 

 

 

 

 

Commercial Aftermarket

 

 

50,176

 

 

 

35,180

 

Military Aftermarket

 

 

41,133

 

 

 

36,923

 

Total Aftermarket Revenue

 

 

91,309

 

 

 

72,103

 

 

 

 

 

 

 

 

Non-Aviation Revenue

 

 

8,595

 

 

 

8,247

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

575

 

Total Net Sales

 

$

281,016

 

 

$

263,823

 

Net Sales

Commercial OEM sales increased $1.6 million, or 1.4%, primarily due to increased sales volume on the Boeing 787 program which were partially offset by lower sales on Bell 429, Boeing 737 and other commercial fixed wing platforms.

Military OEM sales decreased $4.0 million, or 6.0%, primarily due to decreased sales on the V-22 program as expected.

Commercial Aftermarket sales increased $15.0 million, or 42.6%, primarily due to increased spares sales as well as a spare parts intellectual property transaction of approximately $4.6 million in the current year.

Military aftermarket sales increased $4.2 million, or 11.4%, primarily due to increased spares sales across several platforms including CH-47 and CH-53 partially offset by decreased rotorcraft repair and overhaul sales.

Non-aviation sales were stable on steady demand.

 

27


Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Operating income (loss)

 

$

8,114

 

 

$

(558

)

Non-service defined benefit expense (income)

 

 

1,033

 

 

 

(820

)

Debt modification and extinguishment loss (gain)

 

 

5,369

 

 

 

(3,391

)

Warrant remeasurement gain, net

 

 

 

 

 

(8,001

)

Interest expense and other

 

 

18,984

 

 

 

32,102

 

Income tax expense

 

 

1,499

 

 

 

1,260

 

Loss from continuing operations

 

$

(18,771

)

 

$

(21,708

)

Operating Income

Consolidated gross profit margin was stable year over year at 26.3% for the three months ended June 30, 2024, as compared with 26.5% for the three months ended June 30, 2023. The increased mix in aftermarket sales as a percentage of total sales, including the spare parts intellectual property transaction disclosed above, partially offset challenges from continued inflationary increases in labor and material costs. Operating income increased approximately $8.7 million primarily due to increased sales volume on steady margins as well as the prior year divestiture loss of $12.6 million related to the sale of our Stuart, Florida manufacturing operations, partially offset by the $7.5 million legal contingencies loss disclosed in Note 12.

Non-service Defined Benefit Expense (Income)

Non-service defined benefit expense was approximately $1.0 million a decrease of approximately $1.9 million from non-service defined benefit income in the prior year period. The decrease was primarily due to changes in actuarial assumptions and experience.

Debt Modification and Extinguishment

Debt modification and extinguishment losses were approximately $5.4 million in the three months ended June 30, 2024, as compared with debt modification and extinguishment gains of approximately $3.4 million in the prior year period. The current period extinguishment losses were the result of the redemption of $120.0 million in 2028 First Lien Notes in the three months ended June 30, 2024.

Warrant Remeasurement Gain

No warrant remeasurement gains were recognized in the three months ended June 30, 2024, because of the fiscal 2024 redemption of all outstanding warrants on July 6, 2023, for a total redemption price of less than $0.1 million.

Interest Expense and Other

Interest expense and other decreased due to lower debt levels primarily due to the redemption of approximately $556.7 million of long-term debt in the fourth quarter of fiscal 2024 and an additional $120.0 million of redemption of long-term debt in the three months ended June 30, 2024.

Income Taxes

Income tax expense was $1.5 million for the three months ended June 30, 2024, reflecting an effective tax rate of (8.7)%. compared with (6.2)% for the three months ended June 30, 2023. The effective tax rate in both periods reflected a limitation on the recognition of tax benefits due to the full valuation allowance and tax expense primarily related to foreign operations.

Business Segment Performance — Three months ended June 30, 2024, compared with three months ended June 30, 2023

We report our financial performance based on the following two reportable segments: Systems & Support and Interiors. Our Chief Operating Decision Maker ("CODM") utilizes Adjusted EBITDAP as a primary measure of profitability to evaluate performance of its segments and allocate resources.

The results of operations among our reportable segments vary due to differences in competitors, customers, extent of proprietary deliverables and performance. For example, Systems & Support, which generally includes proprietary products and/or arrangements where we become the primary source or one of a few primary sources to our customers, our unique engineering and manufacturing capabilities command a higher margin.

Refer to Note 1 for further details regarding the operations and capabilities of each of our reportable segments.

28


Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

We currently generate a majority of our revenue from sales to OEMs and aftermarket MRO services in the commercial airline and military and defense markets. Our growth and financial results are largely dependent on continued demand for our products and services within these markets. If any of the related industries experiences a downturn, our clients in these sectors may conduct less business with us. The loss of one or more of our major customers or an economic downturn in the commercial airline or the military and defense markets could have a material adverse effect on our business.

 

 

 

Three Months Ended June 30,

 

 

% Change

 

 

% of Total Sales

 

 

 

2024

 

 

2023

 

 

 

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

NET SALES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Systems & Support

 

$

251,989

 

 

$

227,253

 

 

 

10.9

%

 

 

89.7

%

 

 

86.1

%

Interiors

 

 

29,043

 

 

 

36,583

 

 

 

(20.6

)%

 

 

10.3

%

 

 

13.9

%

Elimination of inter-segment sales

 

 

(16

)

 

 

(13

)

 

 

(23.1

)%

 

(0.0)%

 

 

 

(0.0

)%

Total net sales

 

$

281,016

 

 

$

263,823

 

 

 

6.5

%

 

 

100.0

%

 

 

100.0

%

Systems & Support:

Net sales increased $24.7 million, or 10.9%, primarily due to growth in commercial OEM and both commercial and military aftermarket sales. Commercial OEM and commercial aftermarket grew primarily due to increased volume on the Boeing 737 and 787 programs, as well as a spare parts intellectual property transaction of approximately $4.6 million in the current year. Military aftermarket grew primarily on spares sales and repair and overhaul services for fixed wing platforms.

Interiors

Net sales decreased by $7.5 million, or 20.6%, primarily due to decreased volume on the 737 program.

 

 

Three Months Ended June 30,

 

 

% Change

 

 

% of Segment Sales

 

 

 

2024

 

 

2023

 

 

 

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDAP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Systems & Support

 

$

47,397

 

 

$

40,814

 

 

 

16.1

%

 

 

18.9

%

 

 

18.0

%

Interiors

 

 

(7,277

)

 

 

(1,893

)

 

 

(284.4

)%

 

 

(25.1

)%

 

 

(5.2

)%

Total Segment Adjusted EBITDAP

 

 

40,120

 

 

 

38,921

 

 

 

3.1

%

 

 

14.3

%

 

 

14.8

%

Less: Unallocated Corporate EBITDAP

 

 

(14,751

)

 

 

(14,545

)

 

 

(1.4

)%

 

n/a

 

 

n/a

 

Total Consolidated Adjusted EBITDAP

 

$

25,369

 

 

$

24,376

 

 

 

4.1

%

 

 

9.0

%

 

 

9.3

%

Systems & Support

Adjusted EBITDAP increased by $6.6 million, or 16.1%, primarily due to the gross profit on increased sales volume described above. Adjusted EBITDAP as a percentage of segment sales increased due to increased mix in aftermarket sales as a percentage of total sales, including the spare parts intellectual property transaction disclosed above. These margin benefits were partially offset by continued inflationary increases in labor and material costs.

Interiors

Adjusted EBITDAP decreased by $5.4 million, primarily due to decreased sales volume and continued inflationary increases in labor and material costs which also drove the decrease in Adjusted EBITDAP as a percentage of segment sales.

Unallocated Corporate EBITDAP

Unallocated Corporate EBITDAP consists primarily of compensation, benefits, professional services and other administrative corporate costs and were stable as compared with the prior period.

Liquidity and Capital Resources

Discontinued Operations

The accompanying condensed consolidated statements of cash flows do not present the cash flows from discontinued operations separately from cash flow from continuing operations. Capital expenditures and other operating and investing noncash items of the discontinued operations for the three months ended June 30, 2023, were immaterial.

Operating Cash Flows

Our working capital needs are generally funded through our current cash and cash equivalents, cash flows from operations, and the availability of proceeds from the Securitization Facility. During the three months ended June 30, 2024, we had a net cash outflow of $104.5 million from operating activities compared with a net cash outflow of $63.7 million for the three months ended

29


Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

June 30, 2023, a decrease of $40.8 million. Cash flows were primarily driven by timing of receivables and payables, including the liquidation of approximately $15.7 million of customer advances received as of March 31, 2024, as well as increases in inventory as a result of anticipated increasing demand. Cash flows from operations are consistent with seasonal working capital needs, and we expect continued improvement in the remainder of fiscal 2025. Interest payments were approximately $2.8 million for the three months ended June 30, 2024, as compared with $0.5 million for the three months ended June 30, 2023, with the increase due to the redemption of approximately $120.0 million of long-term debt, which included settlement of accrued and unpaid interest through the redemption date of May 30, 2024.

Investing Cash Flows

Cash flows used in investing activities for the three months ended June 30, 2024, decreased $7.2 million from the three months ended June 30, 2023. Cash flows used in investing activities for the three months ended June 30, 2024, were principally related to capital expenditures of approximately $8.2 million. Cash flows used in investing activities for the three months ended June 30, 2023, included payments on the sale of assets and businesses of $6.8 million with additional investing outflows from capital expenditures of $6.4 million. We currently expect full year capital expenditures in fiscal 2025 to be in the range of $20.0 million to $25.0 million. The majority of our planned fiscal 2025 capital expenditures are capital investments designed to improve our manufacturing efficiency and expand our capabilities.

Financing Cash Flows

Cash flows used in financing activities for the three months ended June 30, 2024, were $126.5 million, compared with cash flows used in financing activities for the three months ended June 30, 2023, of $2.2 million. Current period financing cash flows pertain primarily to our redemption of approximately $120.0 million of our 2028 First Lien Notes at a redemption price equal to 103.000% of the principal amount redeemed, resulting in a premium upon redemption of $3.6 million. As of June 30, 2024, we had $152.6 million of cash on hand and $50.8 million was available under our Securitization Facility after giving effect to approximately $20.8 million in outstanding letters of credit, all of which were accruing interest at 0.125% per annum, and the current outstanding balance.

Refer to Note 12 for disclosures related to certain indemnifications, consent-to-assignment agreements, and guarantee agreements associated with our divestiture activities.

The 2028 First Lien Notes are our senior obligations and rank equally in right of payment with all of our other future senior indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness.

The 2028 First Lien Notes are (a) effectively senior to all existing and future second lien obligations and all existing and future unsecured indebtedness of the Company and the Guarantor Subsidiaries, but only to the extent of the value of the Collateral (as defined below), and after giving effect to any permitted additional first lien secured obligations and other permitted liens of senior or equal priority; (b) secured by the Collateral on a pari passu basis with any future permitted additional first lien secured obligations, subject to a Collateral Trust Agreement (as defined below); (c) effectively subordinated to any existing and future obligations of the Company and the Guarantor Subsidiaries that are secured by assets that do not constitute the Collateral, in each case, to the extent of the value of the assets securing such obligations; and (d) structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s existing and future subsidiaries that do not guarantee the 2028 First Lien Notes, including the Securitization Facility.

The 2028 First Lien Notes are guaranteed on a full, senior, joint and several basis certain of the Company’s domestic restricted subsidiaries (the “Guarantor Subsidiaries”). Currently, our only consolidated subsidiaries that are not guarantors of the 2028 First Lien Notes (the "Non-Guarantor Subsidiaries") are: (i) the receivables securitization special purpose entity, and (ii) charitable foundation entity. The 2028 First Lien Notes and the related guarantees are secured by first-priority liens on substantially all of our assets and our subsidiary guarantors, whether now owned or hereafter acquired (the “Collateral”).

Pursuant to the documentation governing the 2028 First Lien Notes, we may redeem some or all of the 2028 First Lien Notes prior to their stated maturities, subject to certain limitations set forth in the indenture governing the 2028 First Lien Notes and, in certain cases, subject to significant prepayment premiums. We are obligated to offer to repurchase the 2028 First Lien Notes at specified prices as a result of certain change-of-control events and a sale of all or substantially all of our assets. These restrictions and prohibitions are subject to certain qualifications and exceptions.

The indenture governing the 2028 First Lien Notes, as well as Securitization Facility, contain covenants and restrictions that, among other things, limit our ability and the ability of any of the Guarantor Subsidiaries to (i) grant liens on our assets; (ii) make dividend payments, other distributions or other restricted payments; (iii) incur restrictions on the ability of the Guarantor Subsidiaries to pay dividends or make other payments or investments; (iv) enter into sale and leaseback transactions; (v) merge, consolidate, transfer or dispose of substantially all of their assets; (vi) incur additional indebtedness; (vii) use the proceeds from sales of assets, including capital stock of restricted subsidiaries (in the case of the 2028 First Lien Notes); and (viii) enter into

30


Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

transactions with affiliates. We are currently in compliance with all covenants under our debt documents and expect to remain in compliance for the foreseeable future.

For further information on our long-term debt, see Note 6.

The following tables present summarized financial information of the Company and the Guarantor Subsidiaries on a combined basis. The combined summarized financial information eliminates intercompany balances and transactions among the Company and the Guarantor Subsidiaries and equity in earnings and investments in any Guarantor Subsidiaries or Non-Guarantor Subsidiaries. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and Guarantor Subsidiaries.

 

Parent and Guarantor Summarized Financial Information

 

June 30,

 

 

March 31,

 

Summarized Balance Sheet

 

2024

 

 

2024

 

 

 

in thousands

 

Assets

 

 

 

 

 

 

Due from non-guarantor subsidiaries

 

$

9,079

 

 

$

316

 

Current assets

 

 

541,951

 

 

 

721,953

 

Noncurrent assets

 

 

625,130

 

 

 

625,768

 

Noncurrent receivable from non-guarantor subsidiaries

 

 

68,710

 

 

 

78,435

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Due to non-guarantor subsidiaries

 

 

38,281

 

 

 

36,721

 

Current liabilities

 

 

263,091

 

 

 

307,837

 

Noncurrent liabilities

 

 

1,302,964

 

 

 

1,429,101

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Summarized Statement of Operations

 

 

 

 

June 30, 2024

 

 

 

 

 

 

in thousands

 

Net sales to non-guarantor subsidiaries

 

 

 

 

$

546

 

Net sales to unrelated parties

 

 

 

 

 

263,044

 

Gross profit

 

 

 

 

 

66,662

 

Loss from continuing operations before income taxes

 

 

 

 

 

(21,736

)

Net loss

 

 

 

 

 

(17,268

)

Critical Accounting Policies

Our critical accounting policies are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations and notes accompanying the consolidated financial statements that appear in the Annual Report on Form 10-K for the fiscal year ended March 31, 2024. Except as otherwise disclosed in the condensed consolidated financial statements and accompanying notes included in this report, there were no material changes subsequent to the filing of the Annual Report on Form 10-K for the fiscal year ended March 31, 2024, in our critical accounting policies or in the assumptions or estimates used to prepare the financial information appearing in this report.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our future operations and prospects, including statements that are based on current projections and expectations about the markets in which we operate, and our beliefs concerning future performance and capital requirements based upon current available information. Such statements are based on our beliefs as well as assumptions made by and information currently available to us. When used in this document, words like “may,” “might,” “will,” “expect,” “anticipate,” “believe,” “potential,” "plan," "estimate," and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from our current expectations. For example, there can be no assurance that additional capital will not be required, and that such amounts may be material, or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by us. In addition to these factors, among other factors that could cause actual results to differ materially are uncertainties relating to our ability to execute on our restructuring plans, the integration of acquired businesses, divestitures of our business, efforts to optimize our asset base, general economic conditions affecting our business segments, severe disruptions to the economy, the financial markets, and the markets in which we compete, dependence of certain of our businesses on certain key customers, and the risk that we will not realize all of the anticipated benefits from efforts to optimize our

31


Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

asset base, as well as competitive factors relating to the aerospace industry. For a more detailed discussion of these and other factors affecting us, see the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on May 31, 2024, and in our quarterly reports on Form 10-Q.

32


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For information regarding our exposure to certain market risks, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. There has been no material change in this information during the period covered by this report.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of June 30, 2024, we completed an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024.

(b) Changes in internal control over financial reporting.

There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

33


 

Part II. Other Information

On December 12, 2023, a complaint was filed in the Supreme Court of the State of New York by Daher, the buyer of the Stuart facility, against TAS and the Company, alleging claims for breach of contract and fraudulent inducement of contract arising out of the sale of the Stuart facility. The Complaint alleges that TAS failed to disclose known and widespread paint issues, as well as certain supplier and production issues at the facility, which rendered certain representations and warranties about the financial condition of the Stuart facility and the products manufactured by the Stuart facility false. The Complaint seeks damages of approximately $130.0 million consisting of (a) approximately $60.0 million Daher agreed to pay Boeing for alleged non-conformities in products Daher manufactured and/or sold to Boeing after the closing; (b) approximately $30.0 million for future opportunities Daher claims to have lost; and (c) approximately $40.0 million for internal costs Daher claims to have incurred in fixing alleged non-conformities in products. The divestiture agreement relating to the sale of the Stuart facility contains an $18.75 million general cap on breaches of representations (other than certain specified representations) and a $25.0 million cap on breaches of certain specified representations related to contracts and product warranties, in each case absent certain circumstances, including fraud or breaches of fundamental or tax representations. Previously, on June 16, 2023, the Company entered into a settlement agreement with the buyer of the Stuart facility resolving a working capital dispute with the buyer resulting in an amount of $2.4 million payable to the Company and resolving claims by the buyer related to the accounts payable representation and warranty under the purchase agreement resulting in an amount of $9.2 million payable to the buyer, with such amount applicable to the general cap referred to above. The amounts were settled on a net basis by the Company paying $6.8 million to the buyer.

TAS and the Company dispute that they engaged in any fraudulent conduct, dispute that they breached the representations and warranties in the divestiture agreement, dispute the damages claimed (and that Daher could, in any event, recover any damages in excess of the liability caps set forth in the divestiture agreement) and intend to vigorously defend this matter. The Company believes that the likelihood of further loss is remote, and the amount of potential loss, if any, cannot be reasonably estimated at this time.

On May 7, 2024, a complaint was filed in the Court of Chancery of the State of Delaware by Qarbon, the buyer of the Red Oak facility, against TAS and the Company, alleging claims for breach of contract, fraudulent inducement of contract, and unjust enrichment arising out of the sale of the Red Oak facility. The complaint alleges that TAS failed to disclose potential future losses associated with the Boeing T-7A trainer program, which rendered certain representations and warranties about the financial condition of the Red Oak facility false. The complaint seeks partial rescission of the divestiture agreement as it relates to assignment of the T-7A contract and damages for past and future losses in an unspecified amount under the T-7A contract.

TAS and the Company dispute that they engaged in any fraudulent conduct, dispute that they breached the representations and warranties in the divestiture agreement (all of which expired more than two years ago under the terms of the divestiture agreement and with respect to which buyer had procured a representations and warranties insurance policy), dispute the damages claimed (and that Qarbon could, in any event, recover any damages in excess of the liability caps set forth in the divestiture agreement), dispute that unjust enrichment and partial rescission would be legally appropriate remedies, and intend to vigorously defend this matter. The Company believes that the likelihood of loss is remote, and the amount of potential loss, if any, cannot be reasonably estimated at this time.

In the ordinary course of business, we are involved in other disputes, claims and lawsuits with employees, suppliers and customers, as well as governmental and regulatory inquiries, that are deemed to be immaterial. Some may involve claims or potential claims of substantial damages, fines, penalties or injunctive relief regarding unique contractual requirements, quality, costs, or impacts to production schedules. In addition, in connection with certain other divestitures made by the Company, we have received claims relating to closing working capital adjustments to purchase prices as well as claims regarding alleged violations of contractual terms, representations, and warranties of the sale agreements and demands for honoring guarantee or indemnification obligations.

While we cannot predict the outcome of any pending or future litigation, proceeding or claim and no assurances can be given, we intend to vigorously defend claims brought against the Company and do not believe that any other pending matters will have a material effect, individually or in the aggregate, on our financial position or results of operations. If we are unable to successfully and equitably resolve such claims and assertions, our business, financial condition, and results of operations could be materially adversely affected.

34


 

Item 1A. Risk Factors.

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On July 27, 2024, the Company identified a cybersecurity incident involving unauthorized access to certain of its information technology systems. The Company promptly took containment steps to protect its systems and data, including taking the affected systems offline, implementing business continuity plans, contacting law enforcement and commencing an investigation of the incident with the assistance of cybersecurity experts, which efforts are ongoing.

As of the date of this report, the Company has substantially restored the affected information technology systems and resumed normal operations. In addition, as of the date of this report, the Company believes that the cybersecurity incident has not had and is not reasonably likely to have a material impact on the Company’s financial condition or results or operations.

Item 6. Exhibits.

 

Exhibit 10.1

 

Amendment to Cooperation Agreement, dated as of May 1, 2024, between Triumph Group, Inc. and Vision One Management Partners, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 1, 2024)*.

Exhibit 22.1

 

List of Subsidiary Guarantors and Issuers of Guaranteed Securities

Exhibit 31.1

 

Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)

Exhibit 31.2

 

Certification by the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)

Exhibit 32.1

 

Certification of Chief Executive Officer and Chief Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the inline XBRL document

101.SCH

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Exhibit 104

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

*Schedules (as similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

35


 

TRIUMPH GROUP, INC.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Triumph Group, Inc.

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

 

President and Chief Executive Officer

 

August 8, 2024

/s/ Daniel J. Crowley

 

(Principal Executive Officer)

 

 

Daniel J. Crowley

 

 

 

 

 

 

 

 

 

 

 

Senior Vice President and Chief Financial Officer

 

August 8, 2024

 

/s/ James F. McCabe, Jr.

 

(Principal Financial Officer)

 

 

James F. McCabe, Jr.

 

 

 

 

 

 

 

 

 

 

 

Vice President, Controller

 

 

/s/ Kai W. Kasiguran

 

(Principal Accounting Officer)

 

August 8, 2024

 

Kai W. Kasiguran

 

 

 

 

 

36


Exhibit 22.1

The following subsidiaries of Triumph Group, Inc. are Subsidiary Guarantors with respect to the Senior Notes:

 

Guarantor

Jurisdiction

HT PARTS, L.L.C.

Delaware

NU-TECH BRANDS, INC.

Delaware

THE TRIUMPH GROUP OPERATIONS, INC.

Delaware

TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC

Delaware

TRIUMPH ACTUATION SYSTEMS - VALENCIA, INC.

Delaware

TRIUMPH ACTUATION SYSTEMS - YAKIMA, LLC

Delaware

TRIUMPH ACTUATION SYSTEMS, LLC

Delaware

TRIUMPH AEROSPACE SYSTEMS GROUP, LLC

Delaware

TRIUMPH AEROSTRUCTURES - TULSA, LLC

Delaware

TRIUMPH AEROSTRUCTURES HOLDINGS, LLC

Delaware

TRIUMPH AEROSTRUCTURES, LLC

Delaware

TRIUMPH AFTERMARKET SERVICES GROUP, LLC

Delaware

TRIUMPH AVIATIONS INC.

Pennsylvania

TRIUMPH BRANDS, INC.

Delaware

TRIUMPH COMPOSITE SYSTEMS, INC.

Delaware

TRIUMPH CONTROLS, LLC

Delaware

TRIUMPH ENGINE CONTROL HOLDINGS, INC.

Delaware

TRIUMPH ENGINE CONTROL SYSTEMS, LLC

Delaware

TRIUMPH ENGINEERED SOLUTIONS, INC.

Delaware

TRIUMPH ENGINEERING SERVICES, INC.

Delaware

TRIUMPH FABRICATIONS - ORANGEBURG, INC.

Illinois

TRIUMPH GEAR SYSTEMS - MACOMB, INC.

Michigan

TRIUMPH GEAR SYSTEMS, INC.

Delaware

TRIUMPH GROUP ACQUISITION CORP.

Delaware

TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

Delaware

TRIUMPH INSTRUMENTS BURBANK, INC.

Delaware

TRIUMPH INSULATION SYSTEMS, LLC

Nevada

TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC.

Delaware

TRIUMPH INVESTMENT HOLDINGS, INC.

Nevada

TRIUMPH STRUCTURES - KANSAS CITY, INC.

Missouri

TRIUMPH STRUCTURES - WICHITA, INC.

Delaware

TRIUMPH THERMAL SYSTEMS - MARYLAND, INC.

Delaware

TRIUMPH THERMAL SYSTEMS, LLC

Delaware

TRIUMPH TURBINE SERVICES, INC.

Delaware

VAC INDUSTRIES, INC.

Delaware

 

 


 

 

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

 

I, Daniel J. Crowley, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Triumph Group, Inc. (this "Report");
2.
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3.
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Report based on such evaluation; and
d)
disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: August 8, 2024

 

 

  /s/ Daniel J. Crowley

 

 

Daniel J. Crowley

Chairman, President and Chief Executive Officer (Principal

Executive Officer)

 

 


 

 

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

 

I, James F. McCabe, Jr., certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Triumph Group, Inc. (this "Report");
2.
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3.
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this Report based on such evaluation; and
d)
disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: August 8, 2024

 

 

 

  /s/ James F. McCabe, Jr.

 

 

James F. McCabe, Jr.

Senior Vice President, Chief Financial Officer (Principal Financial Officer)

 

 


 

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Triumph Group, Inc. (the "Company") for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel J. Crowley, Chairman, President and Chief Executive Officer of the Company, and I, James F. McCabe, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of our knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By:

  /s/ Daniel J. Crowley

By:

  /s/ James F. McCabe, Jr.

 

Daniel J. Crowley

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

 

James F. McCabe, Jr.

Senior Vice President, Chief Financial Officer (Principal Financial Officer)

 

August 8, 2024

 

August 8, 2024

A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 


v3.24.2.u1
Document and Entity Information - shares
3 Months Ended
Jun. 30, 2024
Aug. 02, 2024
Document Information [Line Items]    
Document Period End Date Jun. 30, 2024  
Entity Registrant Name TRIUMPH GROUP, INC.  
Entity Central Index Key 0001021162  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Entity Filer Category Large Accelerated Filer  
Entity Common Stock, Shares Outstanding   77,327,073
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 51-0347963  
Entity File Number 1-12235  
Entity Address, Address Line One 555 E Lancaster Avenue  
Entity Address, Address Line Two Suite 400  
Entity Address, City or Town Radnor  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 19087  
City Area Code 610  
Local Phone Number 251-1000  
Document Quarterly Report true  
Document Transition Report false  
Common Stock [Member]    
Document Information [Line Items]    
Title of 12(b) Security Common Stock, par value $.001 per share  
Trading Symbol TGI  
Security Exchange Name NYSE  
Purchase Rights [Member]    
Document Information [Line Items]    
Title of 12(b) Security Purchase Rights  
No Trading Symbol Flag true  
Security Exchange Name NYSE  
v3.24.2.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Current assets:    
Cash and cash equivalents $ 152,604 $ 392,511
Trade and other receivables, less allowance for credit losses of $5,165 and $4,773 136,927 138,272
Contract assets 82,238 74,289
Inventory, net 358,681 317,671
Prepaid expenses and other current assets 19,314 16,626
Total current assets 749,764 939,369
Property and equipment, net 143,389 144,287
Goodwill 510,723 510,687
Intangible assets, net 62,843 65,063
Other, net 26,045 26,864
Total assets 1,492,764 1,686,270
Current liabilities:    
Less: current portion 2,979 3,200
Accounts payable 128,167 167,349
Contract liabilities 46,236 55,858
Accrued expenses 125,803 129,855
Total current liabilities 303,185 356,262
Long-term debt, less current portion 957,203 1,074,999
Accrued pension and other postretirement benefits 278,626 283,634
Deferred income taxes 7,269 7,268
Other noncurrent liabilities 66,042 68,521
Stockholders' deficit:    
Common stock, $.001 par value, 200,000,000 shares authorized, 77,246,802 and 76,923,691 shares issued and outstanding 77 77
Capital in excess of par value 1,108,761 1,107,750
Accumulated other comprehensive loss (519,136) (517,069)
Accumulated deficit (709,263) (695,172)
Total stockholders' deficit (119,561) (104,414)
Total liabilities and stockholders' deficit $ 1,492,764 $ 1,686,270
v3.24.2.u1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Statement of Financial Position [Abstract]    
Allowance for credit losses $ 5,165 $ 4,773
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 77,246,802 76,923,691
Common stock, shares outstanding 77,246,802 76,923,691
v3.24.2.u1
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]    
Net sales $ 281,016 $ 263,823
Operating costs and expenses:    
Cost of sales (exclusive of depreciation shown separately below) 207,077 193,905
Selling, general and administrative 49,378 50,494
Depreciation and amortization 7,367 7,365
Legal contingencies loss 7,464  
Restructuring 1,616  
Loss on sale of assets and businesses   12,617
Operating Expenses 272,902 264,381
Operating income (loss) 8,114 (558)
Non-service defined benefit expense (income) 1,033 (820)
Debt modification and extinguishment loss (gain) 5,369 (3,391)
Warrant remeasurement gain, net   (8,001)
Interest expense and other, net 18,984 32,102
Loss from continuing operations before income taxes (17,272) (20,448)
Income tax expense 1,499 1,260
Loss from continuing operations (18,771) (21,708)
Income from discontinued operations, net of tax expense of $338 and $490, respectively 4,680 3,545
Net loss $ (14,091) $ (18,163)
Loss per share - basic:    
Loss per share - continuing operations $ (0.24) $ (0.33)
Earnings per share - discontinued operations 0.06 0.06
Loss per share $ (0.18) $ (0.27)
Weighted average common shares outstanding—basic 77,158 66,347
Loss per share - diluted:    
Loss per share - continuing operations $ (0.24) $ (0.33)
Earnings per share - discontinued operations 0.06 0.06
Loss per diluted share $ (0.18) $ (0.27)
Weighted average common shares outstanding—diluted 77,158 66,347
v3.24.2.u1
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]    
Income from discontinued operations, net of tax expense $ 338 $ 490
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]    
Net loss $ (14,091) $ (18,163)
Other comprehensive (loss) income:    
Foreign currency translation adjustment (6,376) 3,704
Reclassification to net loss - net of tax expense    
Amortization of net loss, net of taxes of $0 and $0, respectively 7,174 6,424
Recognized prior service credits, net of taxes of $0 and $0, respectively (1,251) (1,251)
Total defined benefit pension plans and other postretirement benefits income, net of taxes 5,923 5,173
Cash flow hedges:    
Unrealized loss arising during the period, net of tax expense of $0 and $0, respectively (1,645) (1,254)
Reclassification of loss included in net earnings, net of tax expense of $0 and $0, respectively 31 917
Net unrealized loss on cash flow hedges, net of tax (1,614) (337)
Total other comprehensive (loss) income (2,067) 8,540
Total comprehensive loss $ (16,158) $ (9,623)
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]    
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net (Gain) Loss, Tax $ 0 $ 0
Other Comprehensive Income (Loss), Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service (Cost) Credit, Tax 0 0
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax 0 0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax $ 0 $ 0
v3.24.2.u1
Condensed Consolidated Statements of Stockholders' Deficit - USD ($)
$ in Thousands
Total
Common Stock [Member]
Capital in Excess of Par Value [Member]
Treasury Stock [Member]
Accumulated Other Comprehensive Loss [Member]
Accumulated Deficit [Member]
Balance at Mar. 31, 2023 $ (797,396) $ 65 $ 964,741   $ (554,646) [1] $ (1,207,556)
Balance (in shares) at Mar. 31, 2023   65,432,589        
Net loss (18,163)         (18,163)
Foreign currency translation adjustment 3,704       3,704  
Pension liability adjustment, net of income taxes 5,173       5,173  
Change in fair value of foreign currency hedges, net of income taxes (337)       (337)  
Share-based compensation 3,622   3,622      
Share-based compensation, shares   300,102        
Repurchase of restricted shares for minimum tax obligation (1,235)     $ (1,235)    
Repurchase of restricted shares for minimum tax obligation, shares   (103,996)        
Retirement of treasury shares     (414) 414    
Employee stock purchase plan 150   150      
Employee stock purchase plan, shares   12,907        
Warrant exercises, net of income taxes 13,482 $ 1 13,481      
Warrant exercises, net of income taxes, shares   1,122,438        
Issuance of shares on pension contribution 39,136 $ 4 38,311 821    
Issuance of shares on pension contribution, shares   3,200,000        
Balance at Jun. 30, 2023 (751,864) $ 70 1,019,891   (546,106) [1] (1,225,719)
Balance (in shares) at Jun. 30, 2023   69,964,040        
Balance at Mar. 31, 2024 (104,414) $ 77 1,107,750   (517,069) [1] (695,172)
Balance (in shares) at Mar. 31, 2024   76,923,691        
Net loss (14,091)         (14,091)
Foreign currency translation adjustment (6,376)       (6,376)  
Pension liability adjustment, net of income taxes 5,923       5,923  
Change in fair value of foreign currency hedges, net of income taxes (1,614)       (1,614)  
Share-based compensation 3,015   3,015      
Share-based compensation, shares   473,076        
Repurchase of restricted shares for minimum tax obligation (2,132)     (2,132)    
Repurchase of restricted shares for minimum tax obligation, shares   (158,885)        
Retirement of treasury shares     (2,132) $ 2,132    
Employee stock purchase plan 128   128      
Employee stock purchase plan, shares   8,920        
Balance at Jun. 30, 2024 $ (119,561) $ 77 $ 1,108,761   $ (519,136) [1] $ (709,263)
Balance (in shares) at Jun. 30, 2024   77,246,802        
[1] Net of tax
v3.24.2.u1
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement Of Stockholders Equity Parenthetical [Abstract]    
Other comprehensive (income) loss, defined benefit plan, after reclassification adjustment, tax $ 0 $ 0
Other comprehensive income (loss), tax $ 0 0
Warrant exercises, net of income taxes   $ 0
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Operating Activities      
Net loss $ (14,091) $ (18,163)  
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 7,367 8,118  
Amortization of acquired contract liability (591) (575)  
(Gain) loss on sale of assets and businesses (5,018) 12,617  
Loss (gain) on modification and extinguishment of debt 5,369 (3,391)  
Other amortization included in interest expense 1,059 1,506  
Provision for credit losses 263 534  
Warrants remeasurement gain   (8,001)  
Share-based compensation 3,015 3,622  
Changes in other assets and liabilities, excluding the effects of acquisitions and divestitures:      
Trade and other receivables 610 32,532  
Contract assets (7,939) (10,180)  
Inventories (40,989) (39,818)  
Prepaid expenses and other current assets (2,603) (1,830)  
Accounts payable, accrued expenses, and contract liabilities (46,272) (42,588)  
Accrued pension and other postretirement benefits 892 (1,262)  
Other, net (5,599) 3,155  
Net cash used in operating activities (104,527) (63,724)  
Investing Activities      
Capital expenditures (8,172) (6,401)  
Proceeds from (payments on) sale of assets and businesses 572 (6,848)  
Investment in joint venture   (1,515)  
Net cash used in investing activities (7,600) (14,764)  
Financing Activities      
Proceeds from issuance of long-term debt   2,000  
Retirement of debt and finance lease obligations (120,789) (763)  
Payment of deferred financing costs   (1,438)  
Payment of issuance of common stock, net of issuance costs   (803)  
Premium on redemption of long-term debt (3,600)    
Repurchase of shares for share-based compensation minimum tax obligation (2,132) (1,235)  
Net cash used in financing activities (126,521) (2,239)  
Effect of exchange rate changes on cash (1,259) (358)  
Net change in cash and cash equivalents (239,907) (81,085)  
Cash and cash equivalents at beginning of period 392,511 227,403 $ 227,403
Cash and cash equivalents at end of period $ 152,604 $ 146,318 $ 392,511
v3.24.2.u1
Background and Basis of Presentation
3 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Background and Basis of Presentation

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, 2024 and 2023, are not necessarily indicative of results that may be expected for the year ending March 31, 2025. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2024 audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on May 31, 2024.

Triumph Group, Inc. ("Triumph" or the "Company") is a Delaware corporation which, through its operating subsidiaries, designs, engineers, manufactures, and sells products for the 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 Interiors.

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. As disclosed in Note 3, in December 2023 the Company entered into a definitive agreement with AAR Corp. (“AAR”), to sell Systems & Support's maintenance, repair, and overhaul operations located in Wellington, Kansas; Grand Prairie, Texas; San Antonio, Texas; Hot Springs, Arkansas; and Chonburi, Thailand (“Product Support”). As a result of this agreement, the Company has classified the Product Support results of operations for all periods presented as discontinued operations, and these operations are no longer reported as part of the Systems & Support reportable segment.

Interiors consists of the Company’s operations that have historically supplied commercial, business, and regional manufacturers with large metallic structures and continues to supply aircraft interior systems, including air ducting and thermal acoustic insulations systems. Subsequent to the divestitures disclosed in Note 3, the remaining operations of Interiors are those that supply commercial and regional manufacturers with aircraft interior systems.

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.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted and the amendments in this ASU must be applied on a retrospective basis to all periods presented. The Company has not determined the impact ASU 2023-07 may have on the Company’s financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which improves income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The ASU indicates that all entities will apply its guidance prospectively with an

option for retroactive application to each period in the financial statements. The Company has not determined the impact ASU 2023-09 may have on the Company’s financial statement disclosures.

v3.24.2.u1
Summary of Significant Accounting Policies
3 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 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 generally do not represent material rights granted to customers. The Company generally enters into agreements directly with its customers and is the principal in substantially 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.

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.

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 and asset utilization.

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; however, actual results could differ materially from those estimates.

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 of 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 11% and 14% of total trade accounts receivable as of June 30, 2024 and March 31, 2024, respectively.

Sales to Boeing for the three months ended June 30, 2024 were $63,556, or 22.6% of net sales, of which $44,719 and $18,837 were from Systems & Support and Interiors, respectively. Sales to Boeing for the three months ended June 30, 2023, were $69,059, or 26.2% of net sales, of which $46,141 and $22,918 were from Systems & Support and Interiors, respectively.

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

Warrants

On December 1, 2022, the Company’s board of directors declared a distribution to holders of the Company’s shares of common stock in the form of warrants to purchase shares of common stock (the “Warrants”). Holders of common stock received three Warrants for every ten shares of common stock held as of December 12, 2022 (the "Record Date"). The Company issued approximately 19.5 million Warrants on December 19, 2022, to holders of record of common stock as of the close of business on the Record Date.

Each Warrant represented the right to purchase initially one share of common stock, at an exercise price of $12.35 per Warrant, subject to certain anti-dilution adjustments. Payment for shares of common stock on exercise of Warrants could have been made in (i) cash or (ii) under certain circumstances, certain of the Company's outstanding notes (the "Designated Notes").

The common stock warrants were accounted for as derivative liabilities in accordance with ASC 815-40 and included within accrued liabilities on the accompanying condensed consolidated balance sheets. The Company measured the Warrants at fair value as of the issuance date using a Monte Carlo pricing model, a Level 3 fair value measurement (as described below), due to the level of market activity. Inherent in the option pricing simulation are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimated the volatility of the Warrants based on implied and historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants was based on the Company’s ability to redeem the Warrants, subject to a 20 calendar-day notice period, as well as the automatic acceleration of the Expiration Date following the Price Condition Date. During the three months ended December 31, 2022, due to increased trading volume, the Company began remeasuring outstanding Warrants using the Warrants trading price, a Level 1 fair value measurement (as described below). The Warrants were remeasured at each balance sheet date. Warrants remeasurement adjustments were recognized in warrant remeasurement gain, net on the accompanying condensed consolidated statements of operations.

At distribution, the fair value of the Warrants was $19,500. As of June 30, 2023, the fair value of the Warrants was approximately $1,456, and $8,001 of warrants remeasurement gain was recognized in the three months ended June 30, 2023. Approximately 7.7 million Warrants were exercised in the year ended March 31, 2024, resulting in total cash proceeds, net of transaction costs, of approximately $79,961. On July 6, 2023, the Company redeemed all of the approximately 11.4 million remaining outstanding Warrants for a total redemption price of approximately $11 pursuant to its June 16, 2023, notice of redemption.

Contingencies

Contingencies are existing conditions, situations or circumstances involving uncertainty as to possible gain or loss that will ultimately be resolved when future events occur or fail to occur. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory investigations and proceedings, product quality, and gains or losses resulting from other events and developments. Liabilities for loss contingencies are accrued in the amount of the Company's best estimate for the ultimate loss when a loss is considered probable of having been incurred and is reasonably estimable. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low-end of such range. Disclosure is provided for material loss contingencies when a loss is probable but a reasonable estimate cannot be made, and when it is reasonably possible that a loss will be incurred or the amount of a loss will exceed the recorded provision. The Company regularly reviews contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. Contingencies that might result in gains are generally not accrued until the contingencies are resolved and the gain is realized or realizable. Refer to Note 12 for further disclosure.

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 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 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 measuring the warrants (refer to the above disclosure), 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

For the three months ended June 30, 2024 and 2023 the Company paid $7,058 and $369, respectively for income taxes, net of income tax refunds received.

v3.24.2.u1
Divested Operations and Assets Held For Sale
3 Months Ended
Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Divested Operations and Assets Held For Sale

3. DIVESTED OPERATIONS AND ASSETS HELD FOR SALE

Fiscal 2024 Divestiture and Discontinued Operations

In December 2023, the Company’s Board of Directors committed to a plan, and the Company entered into a definitive agreement with AAR, to sell Product Support for cash proceeds of $725,000 subject to adjustments related to the closing balance sheet and certain transaction expenses. This transaction closed on March 1, 2024, and the Company recognized a gain of approximately $548,250, net of transaction costs and certain other purchase price adjustments. In July 2024, the Company finalized certain purchase price adjustments principally related to the transferred working capital of the divested operations and recognized a gain of approximately $5,018 in the three months ended June 30, 2024. The gain is included within discontinued operations on the accompanying condensed consolidated statement of operations.

Product Support companies provided aftermarket maintenance, repair, and overhaul solutions for commercial, regional and military aircraft. As a result of this transaction, effective in the third quarter of fiscal 2024, we classified our results of operations for all periods presented to reflect Product Support as discontinued operations. Under the terms of the purchase agreement, we will continue to guarantee the performance of certain of the divested legal entities pursuant to pre-existing performance guarantee agreements covering existing contracts with specific customers that are expected to be fully satisfied within the next twelve months. There is no limitation to the maximum potential future liabilities under these guarantee agreements; however, we are fully indemnified by the buyer, AAR, against such losses that may arise from their failure to perform under the related contracts. The Company has also indemnified the buyer for a period of three years from the date of the transaction on product liability or warranty claims related to Product Support products and operations prior to the transaction date to the extent such claims exceed an aggregate amount of $1,000. Other than these guarantees, a short-term transition services agreement, commercial purchases and sales which are not significant and are entered into in the ordinary course of business, and other customary short-term transitional activities, the Company will have no further continuing involvement with Product Support.

The following table shows the results of Product Support within discontinued operations for the three months ended June 30, 2023. Income from discontinued operations in the three months ended June 30, 2024 pertains to the purchase price adjustments described above.

 

 

Three Months Ended June 30,

 

 

 

2023

 

Major line items constituting pretax income of discontinued operations

 

 

 

Net sales

 

$

63,322

 

Operating costs and expenses:

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

 

46,828

 

Selling, general and administrative

 

 

5,159

 

Depreciation and amortization

 

 

753

 

 

 

 

52,740

 

Operating income

 

 

10,582

 

Interest expense and other, net

 

 

6,547

 

Income from discontinued operations before income taxes

 

 

4,035

 

Income tax expense

 

 

490

 

Income from discontinued operations

 

$

3,545

 

The Company's accounting policy to allocate to discontinued operations other consolidated interest that is not directly attributable to or related to other operations of the entity based on the ratio of net assets to be sold or discontinued less debt that is required to be paid as a result of the disposal transaction to the sum of total net assets of the consolidated group plus consolidated debt, adjusted for debt that will be assumed by the buyer; debt that is required to be paid as a result of the disposal transaction; and debt that can be directly attributed to other operations of the entity. In applying the above policy, the Company allocated interest expense to discontinued operations of approximately $6,271 in the three months ended June 30, 2023.

The accompanying condensed consolidated statements of cash flows do not present cash flows from discontinued operations separately from cash flows from continuing operations. Capital expenditures and other operating and investing noncash items of the discontinued operations for the three months ended June 30, 2023 were immaterial.

Fiscal 2023 Divestitures

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. This transaction closed in July 2022. The Company recognized a gain of approximately $96,800, net of transaction costs in fiscal year 2023, which is presented on the accompanying condensed consolidated statements of operations within gain on sale of assets and businesses for the year ended March 31, 2023. In the year ended March 31, 2024, the Company paid $6,800 to the buyer of the Stuart manufacturing operations and recognized a loss of approximately $3,900 due to the resolution of claims by the buyer related to the accounts payable representation and warranty under the purchase agreement and the finalization of certain purchase price adjustments related to the transferred working capital of the divested operations. Additionally, in the year ended March 31, 2024, the Company recognized a loss on sale of approximately $8,300 related to an adjustment that would have reduced the fiscal 2023 gain on sale. Other claims for indemnification with the Buyer of the Stuart facility (refer to Note 12) remain outstanding. The operating results of the Stuart, Florida, manufacturing operations are included within the Interiors reportable segment through the date of divestiture.

v3.24.2.u1
Revenue Recognition and Contracts with Customers
3 Months Ended
Jun. 30, 2024
Change in Contract with Customer, Asset and Liability [Abstract]  
Revenue Recognition and Contracts with Customers

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 on 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.

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, 2024 and 2023:

 

 

 

Three Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Systems & Support

 

 

 

 

 

 

Satisfied over time

 

$

72,307

 

 

$

79,796

 

Satisfied at a point in time

 

 

179,083

 

 

 

146,882

 

Revenue from contracts with customers

 

 

251,390

 

 

 

226,678

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

575

 

Total Systems & Support revenue

 

 

251,981

 

 

 

227,253

 

 

 

 

 

 

 

 

Interiors

 

 

 

 

 

 

Satisfied over time

 

$

23,511

 

 

$

30,929

 

Satisfied at a point in time

 

 

5,524

 

 

 

5,641

 

Revenue from contracts with customers

 

 

29,035

 

 

 

36,570

 

Total Interiors revenue

 

 

29,035

 

 

 

36,570

 

Total revenue

 

$

281,016

 

 

$

263,823

 

 

The following table shows disaggregated net sales by end market (excluding intercompany sales) for the three months ended June 30, 2024 and 2023:

 

 

 

Three Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Systems & Support

 

 

 

 

 

 

OEM Commercial

 

$

91,495

 

 

$

81,444

 

OEM Military

 

 

61,834

 

 

 

65,796

 

MRO Commercial

 

 

48,506

 

 

 

34,476

 

MRO Military

 

 

41,133

 

 

 

36,923

 

Non-aviation

 

 

8,422

 

 

 

8,039

 

Revenue from contracts with customers

 

 

251,390

 

 

 

226,678

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

575

 

Total Systems & Support revenue

 

$

251,981

 

 

$

227,253

 

 

 

 

 

 

 

 

Interiors

 

 

 

 

 

 

OEM Commercial

 

$

27,192

 

 

$

35,658

 

MRO Commercial

 

 

1,670

 

 

 

704

 

Non-aviation

 

 

173

 

 

 

208

 

Revenue from contracts with customers

 

 

29,035

 

 

 

36,570

 

Total Interiors revenue

 

 

29,035

 

 

 

36,570

 

Total revenue

 

$

281,016

 

 

$

263,823

 

 

Contract Assets and Liabilities

Contract assets primarily represent revenues recognized for performance obligations that have been satisfied or partially satisfied but for which amounts have not been billed. This typically occurs when revenue is recognized over time but the Company's contractual right to bill the customer and receive payment is conditional upon the satisfaction of additional performance obligations in the contract, such as final delivery of the product. Contract assets are typically derecognized when billed in accordance with the terms of the contract. The Company pools contract assets that share underlying risk characteristics and records an allowance for expected credit losses based on a combination of prior experience, current economic conditions and management’s expectations of future economic conditions, and specific collectibility matters when they arise. Contract assets are presented net of this reserve on the condensed consolidated balance sheets. For the three months ended June 30, 2024 and 2023, credit loss expense and write-offs related to contract assets were immaterial.

Contract liabilities are recorded when customers remit contractual cash payments in advance of the Company satisfying performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time. Contract liabilities other than those pertaining to forward loss reserves are derecognized when or as revenue is recognized.

Contract modifications can also impact contract asset and liability balances. When contracts are modified to account for changes in contract specifications and requirements, the Company considers whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original good or service provided, are accounted for as if they were part of that existing contract. The effect of a contract modification to an existing contract on the transaction price and the Company's measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct and at relative stand-alone selling price, they are accounted for as a new contract and performance obligation and are recognized prospectively.

Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. The following table summarizes the Company's contract assets and liabilities balances:

 

 

 

June 30, 2024

 

 

March 31, 2024

 

 

Change

 

Contract assets

 

$

82,238

 

 

$

74,289

 

 

$

7,949

 

Contract liabilities

 

 

(55,736

)

 

 

(65,358

)

 

 

9,622

 

Net contract asset

 

$

26,502

 

 

$

8,931

 

 

$

17,571

 

 

 

The change in contract assets is the result of revenue recognized in excess of amounts billed during the three months ended June 30, 2024. The change in contract liabilities is the result of revenue recognized in excess of receipt of additional customer advances during the three months ended June 30, 2024. For the three months ended June 30, 2024, the Company recognized $15,652 of revenue that was included in the contract liability balance at the beginning of the period.

Performance Obligations

Customers generally contract with the Company for requirements in a segment relating to a specific program, and the Company’s performance obligations consist of a wide range of engineering design services and manufactured components, as well as spare parts and repairs. A single contract may contain multiple performance obligations consisting of both recurring and nonrecurring elements.

As of June 30, 2024, the Company has the following unsatisfied, or partially unsatisfied, performance obligations that are expected to be recognized in the future as noted in the table below. The Company expects options to be exercised in addition to the amounts presented below.

 

 

 

Total

 

 

Less than
1 year

 

 

1-3 years

 

 

4-5 years

 

 

More than 5
years

 

Unsatisfied performance obligations

 

$

1,705,238

 

 

$

1,004,087

 

 

$

678,746

 

 

$

21,297

 

 

$

1,108

 

v3.24.2.u1
Inventories
3 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Inventories

5. INVENTORIES

Inventories are carried at the lower of cost (average-cost or specific-identification methods) or net realizable value. The Company expenses general and administrative costs related to products and services provided under commercial terms and conditions as incurred. The Company determines the cost of inventory sold by the first-in, first-out or average cost methods. The components of inventories are as follows:

 

 

 

June 30,

 

 

March 31,

 

 

 

2024

 

 

2024

 

Raw materials

 

$

34,497

 

 

$

25,224

 

Work-in-process, including manufactured and purchased components

 

 

312,071

 

 

 

277,471

 

Finished goods

 

 

12,113

 

 

 

14,976

 

Total inventories

 

$

358,681

 

 

$

317,671

 

v3.24.2.u1
Long-term Debt
3 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt consists of the following:

 

 

 

June 30,

 

 

March 31,

 

 

 

2024

 

 

2024

 

Finance leases

 

$

13,257

 

 

$

14,008

 

Senior secured first lien notes due 2028

 

 

958,890

 

 

 

1,078,890

 

Other notes

 

 

1,862

 

 

 

1,900

 

Less: debt issuance costs

 

 

(13,827

)

 

 

(16,599

)

 

 

 

960,182

 

 

 

1,078,199

 

Less: current portion

 

 

2,979

 

 

 

3,200

 

 

 

$

957,203

 

 

$

1,074,999

 

 

Receivables Securitization Program

In connection with the Company's receivables securitization facility (the "Securitization Facility"), the Company sells on a revolving basis certain eligible accounts receivable to Triumph Receivables, LLC, a wholly-owned special-purpose entity, which in turn sells a percentage ownership interest in the receivables to commercial paper conduits sponsored by financial institutions. The Company is the servicer of the trade accounts receivable under the Securitization Facility. Interest rates are based on the Bloomberg Short Term Bank Yield Index ("BSBY"), plus a 2.25% fee on the drawn portion and a fee ranging from 0.45% to 0.50% on the undrawn portion of the Securitization Facility. The drawn fee may be reduced to 2.00% depending on the credit rating of the Company. Collateralized letters of credit incur fees at a rate of 0.125%. The Company secures its trade accounts receivable, which are generally non-interest-bearing, in transactions that are accounted for as borrowings pursuant to ASC 860, Transfers and Servicing. The Company has established a letter of credit facility under the Securitization Facility. Under the provisions of the letter of credit facility, the Company may request the Securitization Facility’s administrator to issue one or more letters of credit that will expire no later than 12 months after the date of issuance, extension or renewal, as applicable.

As of June 30, 2024, the maximum amount available under the Securitization Facility was $75,000. The actual amount available under the Securitization Facility at any point in time is dependent upon the balance of eligible accounts receivable as well as the amount of letters of credit outstanding.

At June 30, 2024, there were $0 in borrowings and $20,804 in letters of credit outstanding under the Securitization Agreement, primarily to support insurance policies. The Securitization Facility expires in December 2025.

The agreements governing the Securitization Facility contain restrictions and covenants, including limitations on the making of certain restricted payments; creation of certain liens; and certain corporate acts such as mergers, consolidations and the sale of all or substantially all the Company's assets.

Senior Secured First Lien Notes due 2028

On March 14, 2023, the Company issued $1,200,000 principal amount of 9.000% Senior Secured First Lien Notes due March 15, 2028, pursuant to an indenture among the Company, the Guarantor Subsidiaries, and U.S. Bank National Association, as trustee (the “2028 First Lien Notes”). The 2028 First Lien Notes were sold at 100% of the principal amount and have an effective interest yield of 9.000%. Interest is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing on September 15, 2023. In the three months ended June 30, 2023, the Company recognized a gain of approximately $3,400 related to an adjustment to its deferred debt issuance costs, a portion of which related to fiscal 2023. The total issuance costs incurred in connection with the issuance of the 2028 First Lien Notes were approximately $23,000, which were deferred and are being amortized over the term of the 2028 First Lien Notes.

The 2028 First Lien Notes and the guarantees are first lien secured obligations of the Company and the Guarantor Subsidiaries. The 2028 First Lien Notes:

(i)
rank equally in right of payment to any future senior indebtedness of the Company and Guarantor Subsidiaries;
(ii)
are effectively senior to all future second lien obligations and all future unsecured indebtedness of the Company and the Guarantor Subsidiaries, but only to the extent of the value of the Collateral (as defined below), and after giving effect to any permitted additional first lien secured obligations and other permitted liens of senior or equal priority);
(iii)
are senior in right of payment to all future subordinated indebtedness of the Company and the Guarantor Subsidiaries;
(iv)
are secured by the Collateral on a pari passu basis with any future permitted additional first lien secured obligations, subject to the Collateral Trust Agreement;
(v)
are effectively subordinated to any existing and future obligations of the Company and the Guarantor Subsidiaries that are secured by assets that do not constitute the Collateral, in each case, to the extent of the value of the assets securing such obligations; and
(vi)
are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s existing and future subsidiaries that do not guarantee the 2028 First Lien Notes, including the Securitization Facility.

 

The 2028 First Lien Notes are guaranteed on a full, senior, joint and several basis by each of the Guarantor Subsidiaries. In the future, each of the Company’s domestic restricted subsidiaries (other than any domestic restricted subsidiary that is a receivable subsidiary) that (1) is not an immaterial subsidiary, (2) becomes a borrower under any of its material debt facilities or (3) guarantees (a) any of the Company’s indebtedness or (b) any indebtedness of the Company’s domestic restricted subsidiaries, in the case of either (a) or (b), incurred under any of the Company’s material debt facilities, will guarantee the 2028 First Lien Notes. Under certain circumstances, the guarantees may be released without action by, or consent of, the holders of the 2028 First Lien Notes.

The 2028 First Lien Notes and the guarantees are secured, subject to permitted liens, by first-priority liens on substantially all of the Company’s and the Guarantor Subsidiaries’ assets (including certain of the Company’s real estate assets), whether now owned or hereafter acquired, other than certain excluded property, which liens will secure permitted additional first lien obligations on a pari passu basis, subject to the Collateral Trust Agreement (the “Collateral”). Under certain circumstances, the Collateral may be released without action by, or the consent of, the holders of the 2028 First Lien Notes. The 2028 First Lien Notes and the guarantees will not be secured by the assets of Non-Guarantor Subsidiaries, which include the unrestricted subsidiaries to whom certain of the Company’s accounts receivables are and may in the future be sold to support borrowing under the Securitization Facility.

A collateral trust agreement (the “Collateral Trust Agreement”) among the Company, the Guarantor Subsidiaries, the Collateral Trustee and U.S. Bank National Association, in its capacity as the trustee for the 2028 First Lien Notes, sets forth therein the relative rights with respect to the Collateral as among the trustee for the 2028 First Lien Notes and certain subsequent holders of first lien obligations and covering certain other matters relating to the administration of security interests. The Collateral Trust Agreement generally controls substantially all matters related to the Collateral, including with respect to decisions, distribution of proceeds or enforcement. Pursuant to the Collateral Trust Agreement, on the issue date of the 2028 First Lien Notes the Collateral Trustee will control certain matters related to the Collateral that the Collateral Trust Agreement specifies are in its discretion. If the Company incurs certain types of additional first lien obligations, the Controlling First Lien Holders (as defined in the Collateral Trust Agreement) will have the right to control decisions relating to the Collateral that are outside the Collateral Trustee’s discretion under the Collateral Trust Agreement and the 2028 Note holders may no longer be in control of such decisions.

The Company may redeem the 2028 First Lien Notes, in whole or in part, at any time or from time to time on or after March 15, 2025, at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. At any time or from time to time prior to March 15, 2025, the Company may redeem the 2028 First Lien Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date. In addition, the Company may redeem up to 40% of the aggregate principal amount of the outstanding 2028 First Lien Notes prior to March 15, 2025, with the net cash proceeds from certain equity offerings at a redemption price equal to 109.000% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date.

If the Company experiences specific kinds of changes of control, the Company is required to offer to purchase all of the 2028 First Lien Notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The 2028 First Lien Notes Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions; (iii) make other restricted payments and investments; (iv) create liens; (v) incur restrictions on the ability of restricted subsidiaries to pay dividends or make certain other payments; (vi) sell assets, including capital stock of restricted subsidiaries; (vii) enter into sale and leaseback transactions; (viii) merge or consolidate with other entities; and (ix) enter into transactions with affiliates. In addition, the 2028 First Lien Notes Indenture requires, among other things, the Company to provide financial and current reports to holders of the 2028 First Lien Notes or file such reports electronically with the SEC. These covenants are subject to a number of exceptions, limitations and qualifications set forth in the Indenture, as well as suspension periods in certain circumstances.

In March 2024, using approximately $129,827 of the proceeds from the sale of Product Support, the Company redeemed $120,000 principal amount of 2028 First Lien Notes at a purchase price of 103% of the aggregate principal amount, plus accrued and unpaid interest and repurchased in an asset sale tender offer $1,110 principal amount of 2028 First Lien Notes at a purchase price of 100% of the aggregate principal amount, plus accrued and unpaid interest. This redemption resulted in a debt extinguishment loss of approximately $5,463 in the year ended March 31, 2024.

In May 2024, the Company redeemed an additional $120,000 of its 2028 First Lien Notes at a redemption price equal to 103% of the principal amount redeemed plus accrued and unpaid interest to, but not including, the redemption date. This redemption resulted in a debt extinguishment loss of approximately $5,369 in the three months ended June 30, 2024.

Senior Notes Due 2025

On August 17, 2017, the Company issued $500,000 principal amount of 7.750% Senior Notes due August 15, 2025 (the "2025 Notes". In the year ended March 31, 2024, approximately $13,404 in principal amount of the 2025 Notes were used to pay the exercise price for approximately 0.9 million Warrants. In August 2023, the Company executed a 10b5-1 repurchase plan agreement with a third-party (the "Agent") granting the Agent the authority to repurchase on the open market up to $50,000 in principal amount of the 2025 Notes, subject to specific conditions, including daily volume and market prices. Pursuant to this agreement, in the year ended March 31, 2024, the Company used approximately $48,062 to redeem $50,000 principal amount of the 2025 Notes. In March 2024, using approximately $437,590 of the proceeds from the sale of Product Support, the Company redeemed the remaining outstanding $435,621 principal amount of 2025 Notes plus accrued and unpaid interest. The extinguishment gains on these transactions totaled approximately $500 in the year ended March 31, 2024.

Financial Instruments Not Recorded at Fair Value

Carrying amounts and the related estimated fair values of the Company's long-term debt not recorded at fair value in the accompanying condensed consolidated financial statements are as follows:

 

June 30, 2024

 

 

March 31, 2024

 

Carrying
Value

 

 

Fair
Value

 

 

Carrying
Value

 

 

Fair
Value

 

$

960,182

 

 

$

1,023,152

 

 

$

1,078,199

 

 

$

1,154,245

 

 

The fair value of the long-term debt was calculated based on either interest rates available for debt with terms and maturities similar to the Company's existing debt arrangements or broker quotes on the Company's existing debt (Level 2 inputs).

Interest paid on indebtedness during the three months ended June 30, 2024 and 2023, amounted to $2,750 and $454, respectively.

v3.24.2.u1
Earnings (Loss) per Share
3 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Earnings (Loss) per Share

7. EARNINGS (LOSS) PER SHARE

The calculation of basic earnings per share is based on loss income from continuing operations, income from discontinued operations, or net loss divided by the weighted average number of common shares considered outstanding during the periods. The calculation of diluted earnings per share reflects the effect of all potentially dilutive securities (principally outstanding restricted stock units and, in prior year periods, outstanding warrants) and is based on loss from continuing operations, income from discontinued operations, or net loss divided by the diluted weighted average number of common shares considered outstanding during the periods. The Company applies the treasury stock method when calculating diluted earnings per share. The following is a reconciliation between the weighted average outstanding shares used in the calculation of basic and diluted earnings per share:

 

 

Three Months Ended June 30,

 

 

(in thousands)

 

 

2024

 

2023

Weighted average common shares outstanding - basic

 

77,158

 

66,347

Net effect of dilutive warrants, stock options and non-vested stock (1)

 

 

Weighted average common shares outstanding - diluted

 

77,158

 

66,347

(1) For the three months ended June 30, 2024 and 2023, 2,016 and 2,219 shares, respectively, associated with outstanding restricted stock unit awards were excluded from the computation of diluted earnings per share as the resulting incremental shares would have been anti-dilutive due to the loss from continuing operations in each period.

v3.24.2.u1
Income Taxes
3 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

8. INCOME TAXES

The Company follows the Income Taxes topic of ASC 740, which prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company's policy is to release the tax effects from accumulated other comprehensive income when all of the related assets or liabilities that gave rise to the accumulated other comprehensive income have been derecognized.

The Company has classified uncertain tax positions as noncurrent income tax liabilities unless expected to be paid in one year. Penalties and tax-related interest expense are reported as a component of income tax expense and are not significant.

As of June 30, 2024 and March 31, 2024, the total amount of unrecognized tax benefits was $12,351 and $12,281, respectively, most of which would impact the effective rate, if recognized. The Company does not anticipate that total unrecognized tax benefits will be reduced in the next 12 months.

As of June 30, 2024, the Company has a valuation allowance against principally all of its net deferred tax assets given insufficient positive evidence to support the realization of the Company’s deferred tax assets. The Company intends to continue maintaining a valuation allowance on its deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of this allowance. A reduction in the valuation allowance could result in a significant decrease in income tax expense in the period that the release is recorded. However, the exact timing and amount of the reduction in its valuation allowance is unknown at this time and will be subject to the earnings level the Company achieves during fiscal 2025 and future periods.

The effective income tax rate for the three months ended June 30, 2024 was (8.7)% as compared with (6.2)% for the three months ended June 30, 2023. For the three months ended June 30, 2024, the effective tax rate in all periods reflected a limitation on the recognition of tax benefits due to the full valuation allowance and tax expense primarily related to foreign operations.

With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for fiscal years ended before March 31, 2014, or foreign income tax examinations by tax authorities for fiscal years ended before March 31, 2014. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

v3.24.2.u1
Pension and Other Postretirement Benefit Plans
3 Months Ended
Jun. 30, 2024
Retirement Benefits [Abstract]  
Pension and Other Postretirement Benefit Plans

9. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company sponsors several defined benefit pension plans covering some of its employees. Most employees are ineligible to participate in the plans or have ceased to accrue additional benefits under the plans based upon their service to the Company or years of service accrued under the defined benefit pension plans. Benefits under the defined benefit plans are based on years of service and, for most non-represented employees, on average compensation for certain years. It is the Company’s policy to fund at least the minimum amount required for all qualified plans, using actuarial cost methods and assumptions acceptable under applicable government regulations, by making payments into a separate trust. The Company has in the past contributed and may in the future contribute shares of its common stock to this separate trust which would reduce cash contributions required by the Company.

In addition to the defined benefit pension plans, the Company provides other postretirement benefits ("OPEB") in the form of certain healthcare benefits for eligible retired employees. Such benefits are unfunded. No active employees are eligible for these benefits. The vast majority of eligible retirees receive a fixed-dollar benefit they can use to purchase healthcare services. A small number of eligible retirees receive traditional retiree medical benefits for which the Company pays all premiums. All retirees who are eligible for these traditional benefits are Medicare-eligible. Current plan documents reserve the right to amend or terminate the plans at any time, subject to applicable collective bargaining requirements for represented employees.

In accordance with the Compensation – Retirement Benefits topic of ASC 715, the Company has recognized the funded status of the benefit obligation as of the date of the last re-measurement, on the accompanying condensed consolidated balance sheets. The funded status is measured as the difference between the fair value of the plan’s assets and the pension benefit obligation or accumulated postretirement benefit obligation, of the plan. The majority of the plan assets are publicly traded investments, which were valued based on the market price as of the date of re-measurement. Investments that are not publicly traded were valued based on the estimated fair value of those investments based on the Company's evaluation of data from fund managers and comparable market data or using the net asset value as a practical expedient.

Net Periodic Benefit Plan Costs

The components of net periodic benefit expense for the Company's postretirement benefit plans are shown in the following table:

 

 

 

Pension Benefits

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

Components of net periodic benefit income:

 

 

 

 

 

 

Service cost

 

$

43

 

 

$

100

 

Interest cost

 

 

19,687

 

 

$

20,117

 

Expected return on plan assets

 

 

(24,706

)

 

$

(26,252

)

Amortization of prior service credits

 

 

26

 

 

$

26

 

Amortization of net loss

 

 

8,287

 

 

$

7,523

 

Net periodic benefit expense

 

$

3,337

 

 

$

1,514

 

 

 

The Company recognized net periodic benefit income from its other postretirement benefits plan of approximately $2,261 and $2,234 for the three months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
Stockholders' Deficit
3 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders' Deficit

10. STOCKHOLDERS' DEFICIT

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss ("AOCI") by component for the three months ended June 30, 2024 and 2023 were as follows:

 

 

 

Currency
Translation
Adjustment

Unrealized Gains
and Losses on
Derivative
Instruments

Defined Benefit
Pension Plans
and Other
Postretirement
Benefits

Total (1)

 

March 31, 2024

 

$

(44,149

)

 

$

69

 

 

$

(472,989

)

 

$

(517,069

)

Other comprehensive loss before reclassifications

 

 

(6,376

)

 

 

(1,645

)

 

 

 

 

 

(8,021

)

Amounts reclassified from AOCI

 

 

 

 

 

31

 

 

 

5,923

 

(2)

 

5,954

 

Net current period OCI

 

 

(6,376

)

 

 

(1,614

)

 

 

5,923

 

 

 

(2,067

)

June 30, 2024

 

$

(50,525

)

 

$

(1,545

)

 

$

(467,066

)

 

$

(519,136

)

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

$

(49,206

)

 

$

1,217

 

 

$

(506,657

)

 

$

(554,646

)

Other comprehensive income (loss) before reclassifications

 

 

3,704

 

 

 

(1,254

)

 

 

 

 

 

2,450

 

Amounts reclassified from AOCI

 

 

 

 

 

917

 

 

 

5,173

 

(2)

 

6,090

 

Net current period OCI

 

 

3,704

 

 

 

(337

)

 

 

5,173

 

 

 

8,540

 

June 30, 2023

 

$

(45,502

)

 

$

880

 

 

$

(501,484

)

 

$

(546,106

)

(1)
Net of tax.
(2)
Includes amortization of actuarial losses and recognized prior service costs, which are included in net periodic benefit income. Refer to Note 9 for additional disclosure regarding the Company's postretirement benefit plans.
v3.24.2.u1
Segments
3 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segments

11. SEGMENTS

The Company reports financial performance based on the following two reportable segments: Systems & Support and Interiors. The Company’s reportable segments are aligned with how the business is managed, and the Company's views of the markets it serves. The Chief Operating Decision Maker (the "CODM") evaluates performance and allocates resources based upon review of segment information. The CODM utilizes earnings before interest, income taxes, depreciation and amortization, and pension (“Adjusted EBITDAP”) as a primary measure of segment profitability to evaluate performance of its segments and allocate resources. Financial information for Systems & Support differs from information reported in prior periods as this reportable segment no longer includes the results of operations of Product Support which have been reclassified for all periods as discontinued operations.

Segment Adjusted EBITDAP is total segment revenue reduced by operating expenses (less depreciation and amortization) identifiable with that segment. Corporate includes general corporate administrative costs and any other costs not identifiable with one of the Company’s segments.

The Company does not accumulate net sales information by product or service or groups of similar products and services, and therefore the Company does not disclose net sales by product or service because to do so would be impracticable.

Selected financial information for each reportable segment is as follows:

 

 

 

Three Months Ended June 30, 2024

 

 

 

Total

 

 

Discontinued Operations

 

 

Corporate &
Eliminations

 

 

Systems &
Support

 

 

Interiors

 

Net sales to external customers

 

$

281,016

 

 

$

 

 

$

 

 

$

251,981

 

 

$

29,035

 

Intersegment sales (eliminated in consolidation)

 

 

 

 

 

 

 

 

(16

)

 

 

8

 

 

 

8

 

Segment profit and reconciliation to consolidated income before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Adjusted EBITDAP

 

 

40,120

 

 

 

 

 

 

 

 

 

47,397

 

 

 

(7,277

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment profit to loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(7,367

)

 

 

 

 

 

(412

)

 

 

(6,379

)

 

 

(576

)

Interest expense and other, net

 

 

(18,984

)

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

 

 

(14,751

)

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

 

(3,015

)

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-service defined benefit expense

 

 

(1,033

)

 

 

 

 

 

 

 

 

 

 

 

 

Legal contingencies loss

 

 

(7,464

)

 

 

 

 

 

 

 

 

 

 

 

 

Debt extinguishment loss

 

 

(5,369

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

$

(17,272

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital expenditures

 

$

8,172

 

 

$

 

 

$

98

 

 

$

7,722

 

 

$

352

 

Total assets

 

$

1,492,764

 

 

 

 

 

$

132,987

 

 

$

1,258,638

 

 

$

101,139

 

 

 

 

Three Months Ended June 30, 2023

 

 

 

Total

 

 

Discontinued Operations

 

 

Corporate &
Eliminations

 

 

Systems &
Support

 

 

Interiors

 

Net sales to external customers

 

$

263,823

 

 

$

 

 

$

 

 

$

227,253

 

 

$

36,570

 

Intersegment sales (eliminated in consolidation)

 

 

 

 

 

 

 

 

(13

)

 

 

 

 

 

13

 

Segment profit and reconciliation to consolidated income before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Adjusted EBITDAP

 

 

38,921

 

 

 

 

 

 

 

 

 

40,814

 

 

 

(1,893

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment profit to loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(7,365

)

 

 

 

 

 

(495

)

 

 

(6,187

)

 

 

(683

)

Interest expense and other, net

 

 

(32,102

)

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

 

 

(16,450

)

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

 

(3,622

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of assets and businesses

 

 

(12,617

)

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquired contract liabilities

 

 

575

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-service defined benefit income

 

 

820

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt modification and extinguishment gain

 

 

3,391

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant remeasurement gain, net

 

 

8,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

$

(20,448

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital expenditures

 

$

6,401

 

 

$

359

 

 

$

1,832

 

 

$

3,701

 

 

$

509

 

v3.24.2.u1
Commitments and Contingencies
3 Months Ended
Jun. 30, 2024
Commitments And Contingencies [Abstract]  
Commitments and Contingencies

12. COMMITMENTS AND CONTINGENCIES

Environmental Matters

Certain of the Company's current or former operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations. In July 2024, a panel of three arbitrators made a decision in an arbitration between Triumph Aerostructures, LLC (“TAS”), a wholly owned subsidiary of the Company, and Northrop Grumman Systems Corporation (“Northrop”) related to responsibility for environmental remediation costs at certain formerly occupied properties that had been previously operated by Northrop. The decision indicated that TAS would be liable to reimburse Northrop for remediation costs incurred at the properties through September 2023 in the amount of approximately $11,500. The decision also indicated that TAS would be responsible for reimbursing Northrop for remediation costs at two of the facilities incurred subsequent to September 2023. Such incremental remediation costs for the period from September 2023 to June 30, 2024 are estimated to be approximately $2,000. Accordingly, TAS has accrued a total of approximately $13,464 following the decision, of which $7,464 was recognized in the three months ended June 30, 2024, and is presented within legal contingencies loss on the Company’s condensed consolidated statement of operations. The Company estimates that total future remediation costs reimbursable to Northrop could be up to approximately $38,000, and result in annual cash expenditures not likely to exceed $2,000 to $3,000 per year. In addition, TAS is a party to the environmental remediation regulatory order at one of the properties. Therefore, in accordance with ASC 410-30, Environmental obligations, the Company has accrued approximately $1,300 as management's best estimate of the total future remediation costs at this property. TAS intends to continue to vigorously defend itself in this matter, including potentially seeking to set aside the adverse decision from the arbitration panel.

Commercial Disputes and Litigation

Throughout the course of the Company’s programs, disputes with suppliers or customers have arisen and could arise in the future regarding unique contractual requirements, quality, costs or impacts to production schedules. If the Company is unable to successfully and equitably resolve such claims and assertions, its business, financial condition, results of operations, customer relationships and related transactions could be materially adversely affected.

In the ordinary course of business, the Company is involved in disputes, claims and lawsuits with employees, suppliers and customers, as well as governmental and regulatory inquiries, that it deems to be immaterial. Some may involve claims or potential claims of substantial damages, fines, penalties or injunctive relief. While the Company cannot predict the outcome of any pending or future commercial dispute, litigation or proceeding and no assurances can be given, the Company does not believe that any pending matter will have a material effect, individually or in the aggregate, on its financial position or results of operations.

Divestitures, Disposals, Guarantees, and Indemnifications

As disclosed in Note 3, we have engaged in a number of divestitures. In connection with divestitures and related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. As of June 30, 2024, no indemnification assets or liabilities have been recorded.

As it relates to certain divestitures, disputes have arisen or may continue to arise between the Company and the acquirer subsequent to the completion and closing of the divestiture transaction. Such disputes have included or may include amounts payable to or from the buyer for closing working capital adjustments to the purchase price as well as claims regarding alleged violations of contractual terms, representations, and warranties of the sale agreements, among other matters. The outcome of such disputes typically involve negotiations between the Company and the acquirer, but could also lead to litigation between the parties, including as disclosed further below, and the ultimate claims made by the parties against each other could be material. As of June 30, 2024, we have accrued for our estimate of probable losses associated with such disputes, but losses in excess of those currently accrued could be incurred and may be material.

The Company has received notification of claims which allege certain bases for indemnification and damages relating to certain divestitures. The relevant agreements generally contain limits on certain damages that may be payable under the relevant agreements. For example, the divestiture agreement relating to the sale of the Red Oak facility specified that representations and warranties insurance would be the sole and exclusive remedy for breach of representations and warranties except in the case of fraud. By way of further example, the divestiture agreement relating to the sale of the Stuart facility contains an $18,750 general cap on breaches of representations (other than certain specified representations) and a $25,000 cap on breaches of certain specified representations related to contracts and product warranties, in each case absent certain circumstances, including fraud or breaches of fundamental or tax representations. As disclosed in Note 3, on June 16, 2023, the Company entered into a settlement agreement with the buyer of the Stuart facility resolving a working capital dispute with the buyer resulting in an amount of $2,400 payable to the Company and resolving claims by the buyer related to the accounts payable representation and warranty

under the purchase agreement resulting in an amount of $9,200 payable to the buyer, with such amount applicable to the general cap referred to above. The amounts were settled on a net basis by the Company paying $6,800 to the buyer. The purchaser of the Stuart facility also commenced litigation against the Company on December 12, 2023, seeking additional indemnification for damages claimed to be approximately $130,000 for losses allegedly arising from the knowing breach of certain representations and warranties regarding the financial condition of TAS and the products manufactured by TAS and alleged failures to disclose known and widespread paint issues and certain supplier and production issues at the facility prior to the closing. While the Company cannot predict the outcome of any pending or future divestiture related litigation, proceeding, or claim and no assurances can be given, the Company intends to vigorously defend claims brought against it and does not believe that this matter will have a material effect on its financial position or results of operations. If the Company is unable to successfully and equitably resolve such claims and assertions, its business, financial condition, and results of operations could be materially adversely affected.

Additionally, in connection with certain divestitures, the Company has obtained customer consent to assign specified long-term contracts to the acquirer of the divested business by entering into consent-to-assignment agreements among the customer, the acquirer, and the Company. Pursuant to certain of these agreements, the Company remains a guarantor pursuant to guarantee agreements with the customer that predate the divestiture transaction. The term of these obligations typically covers a period of 2 to 5 years from the date of divestiture. There is no limitation to the maximum potential future liabilities under these contracts; however, the Company typically has a right to indemnification from acquirers against such losses that may arise from the acquirers’ failure to perform under the assigned contracts. On June 13, 2024, Boeing submitted correspondence to the Company asserting that under the terms of a guarantee agreement between Boeing and the Company (the “Guarantee Agreement”), the Company would be responsible for damages that Boeing may suffer should Qarbon Aerospace, LLC (“Qarbon”), the acquirer of the Company’s Red Oak facility, cease performance on the T7-A program, which is the subject of ongoing litigation between the Company and Qarbon. Boeing did not provide details regarding its contractual dispute with Qarbon or allege any damages incurred. As of June 30, 2024, no related indemnification assets or liabilities or guarantee liabilities have been recorded. The Company intends to vigorously defend itself against any assertion that Boeing is entitled to damages from the Company under the Guarantee Agreement, but the Company has concluded that a loss is reasonably possible. At this time, based on the early stage of this matter, the Company is unable to reasonably estimate the amount of any damages that Boeing has incurred or may claim. Separately, pursuant to the terms of the purchase agreement providing for Qarbon’s acquisition of the Red Oak facility, the Company is entitled to indemnification from Qarbon.

Also, in connection with certain divestitures, the Company has assigned lease facility agreements to the acquirers and entered into guarantee agreements with respect to the lease agreement in the event of non-performance under the lease by the assignee. The Company typically has a right to indemnification from the assignee or other third party to the transaction. On May 2, 2023, the Company received a letter from a lessor associated with one such transaction to assert the lessor’s rights against the Company as guarantor. The lease payment associated with the lease is approximately $130 per month over a lease term ending December 31, 2031, although the landlord may be barred from recovery due to its acceptance of the lessee's surrender of the premises. The Company currently estimates that a reasonably possible loss, if any, would be recoverable through indemnification and be immaterial.

In the year ended March 31, 2023, the Company withdrew from the IAM National Pension Fund (the “Fund), which is a multiemployer pension plan to which the Company previously contributed on behalf of certain of its represented employees. Such withdrawal occurred as part of the Company’s exit of its Spokane, Washington, composites manufacturing operations. In April 2023, the Company received a letter from the Fund confirming the Company’s complete withdrawal from the Fund and indicating that the Company’s portion of the unfunded vested benefits (the “Withdrawal Liability”) was estimated to be approximately $14,644, payable in quarterly installments of approximately $400 over a period of approximately thirteen years. As of June 30, 2024, the Company's liability for this obligation is included on the accompanying condensed consolidated balance sheet is approximately $13,502, representing its estimate of the remaining obligation before interest based on the letter received from the Fund. The Company has issued a formal challenge through arbitration on the issue of the interest rate used by the Fund when determining the Withdrawal Liability, and it is possible the Withdrawal Liability could be reduced during that process.

v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Revenue Recognition and Contract Balances

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 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 generally do not represent material rights granted to customers. The Company generally enters into agreements directly with its customers and is the principal in substantially 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.

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.

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 and asset utilization.

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; however, actual results could differ materially from those estimates.

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 of contract assets and liabilities. Refer to Note 4 for further discussion.

Concentration of Credit Risk

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 11% and 14% of total trade accounts receivable as of June 30, 2024 and March 31, 2024, respectively.

Sales to Boeing for the three months ended June 30, 2024 were $63,556, or 22.6% of net sales, of which $44,719 and $18,837 were from Systems & Support and Interiors, respectively. Sales to Boeing for the three months ended June 30, 2023, were $69,059, or 26.2% of net sales, of which $46,141 and $22,918 were from Systems & Support and Interiors, respectively.

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

Warrants

Warrants

On December 1, 2022, the Company’s board of directors declared a distribution to holders of the Company’s shares of common stock in the form of warrants to purchase shares of common stock (the “Warrants”). Holders of common stock received three Warrants for every ten shares of common stock held as of December 12, 2022 (the "Record Date"). The Company issued approximately 19.5 million Warrants on December 19, 2022, to holders of record of common stock as of the close of business on the Record Date.

Each Warrant represented the right to purchase initially one share of common stock, at an exercise price of $12.35 per Warrant, subject to certain anti-dilution adjustments. Payment for shares of common stock on exercise of Warrants could have been made in (i) cash or (ii) under certain circumstances, certain of the Company's outstanding notes (the "Designated Notes").

The common stock warrants were accounted for as derivative liabilities in accordance with ASC 815-40 and included within accrued liabilities on the accompanying condensed consolidated balance sheets. The Company measured the Warrants at fair value as of the issuance date using a Monte Carlo pricing model, a Level 3 fair value measurement (as described below), due to the level of market activity. Inherent in the option pricing simulation are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimated the volatility of the Warrants based on implied and historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants was based on the Company’s ability to redeem the Warrants, subject to a 20 calendar-day notice period, as well as the automatic acceleration of the Expiration Date following the Price Condition Date. During the three months ended December 31, 2022, due to increased trading volume, the Company began remeasuring outstanding Warrants using the Warrants trading price, a Level 1 fair value measurement (as described below). The Warrants were remeasured at each balance sheet date. Warrants remeasurement adjustments were recognized in warrant remeasurement gain, net on the accompanying condensed consolidated statements of operations.

At distribution, the fair value of the Warrants was $19,500. As of June 30, 2023, the fair value of the Warrants was approximately $1,456, and $8,001 of warrants remeasurement gain was recognized in the three months ended June 30, 2023. Approximately 7.7 million Warrants were exercised in the year ended March 31, 2024, resulting in total cash proceeds, net of transaction costs, of approximately $79,961. On July 6, 2023, the Company redeemed all of the approximately 11.4 million remaining outstanding Warrants for a total redemption price of approximately $11 pursuant to its June 16, 2023, notice of redemption.

Contingencies

Contingencies

Contingencies are existing conditions, situations or circumstances involving uncertainty as to possible gain or loss that will ultimately be resolved when future events occur or fail to occur. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory investigations and proceedings, product quality, and gains or losses resulting from other events and developments. Liabilities for loss contingencies are accrued in the amount of the Company's best estimate for the ultimate loss when a loss is considered probable of having been incurred and is reasonably estimable. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low-end of such range. Disclosure is provided for material loss contingencies when a loss is probable but a reasonable estimate cannot be made, and when it is reasonably possible that a loss will be incurred or the amount of a loss will exceed the recorded provision. The Company regularly reviews contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. Contingencies that might result in gains are generally not accrued until the contingencies are resolved and the gain is realized or realizable. Refer to Note 12 for further disclosure.

Fair Value Measurements

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 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 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 measuring the warrants (refer to the above disclosure), 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

Supplemental Cash Flow Information

For the three months ended June 30, 2024 and 2023 the Company paid $7,058 and $369, respectively for income taxes, net of income tax refunds received.

v3.24.2.u1
Divested Operations and Assets Held For Sale (Tables)
3 Months Ended
Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Results of Operations and Major Classes of Assets and Liabilities

The following table shows the results of Product Support within discontinued operations for the three months ended June 30, 2023. Income from discontinued operations in the three months ended June 30, 2024 pertains to the purchase price adjustments described above.

 

 

Three Months Ended June 30,

 

 

 

2023

 

Major line items constituting pretax income of discontinued operations

 

 

 

Net sales

 

$

63,322

 

Operating costs and expenses:

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

 

46,828

 

Selling, general and administrative

 

 

5,159

 

Depreciation and amortization

 

 

753

 

 

 

 

52,740

 

Operating income

 

 

10,582

 

Interest expense and other, net

 

 

6,547

 

Income from discontinued operations before income taxes

 

 

4,035

 

Income tax expense

 

 

490

 

Income from discontinued operations

 

$

3,545

 

v3.24.2.u1
Revenue Recognition and Contracts with Customers (Tables)
3 Months Ended
Jun. 30, 2024
Change in Contract with Customer, Asset and Liability [Abstract]  
Disaggregation of Revenue

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, 2024 and 2023:

 

 

 

Three Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Systems & Support

 

 

 

 

 

 

Satisfied over time

 

$

72,307

 

 

$

79,796

 

Satisfied at a point in time

 

 

179,083

 

 

 

146,882

 

Revenue from contracts with customers

 

 

251,390

 

 

 

226,678

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

575

 

Total Systems & Support revenue

 

 

251,981

 

 

 

227,253

 

 

 

 

 

 

 

 

Interiors

 

 

 

 

 

 

Satisfied over time

 

$

23,511

 

 

$

30,929

 

Satisfied at a point in time

 

 

5,524

 

 

 

5,641

 

Revenue from contracts with customers

 

 

29,035

 

 

 

36,570

 

Total Interiors revenue

 

 

29,035

 

 

 

36,570

 

Total revenue

 

$

281,016

 

 

$

263,823

 

 

The following table shows disaggregated net sales by end market (excluding intercompany sales) for the three months ended June 30, 2024 and 2023:

 

 

 

Three Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Systems & Support

 

 

 

 

 

 

OEM Commercial

 

$

91,495

 

 

$

81,444

 

OEM Military

 

 

61,834

 

 

 

65,796

 

MRO Commercial

 

 

48,506

 

 

 

34,476

 

MRO Military

 

 

41,133

 

 

 

36,923

 

Non-aviation

 

 

8,422

 

 

 

8,039

 

Revenue from contracts with customers

 

 

251,390

 

 

 

226,678

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

575

 

Total Systems & Support revenue

 

$

251,981

 

 

$

227,253

 

 

 

 

 

 

 

 

Interiors

 

 

 

 

 

 

OEM Commercial

 

$

27,192

 

 

$

35,658

 

MRO Commercial

 

 

1,670

 

 

 

704

 

Non-aviation

 

 

173

 

 

 

208

 

Revenue from contracts with customers

 

 

29,035

 

 

 

36,570

 

Total Interiors revenue

 

 

29,035

 

 

 

36,570

 

Total revenue

 

$

281,016

 

 

$

263,823

 

Summary of Contract Assets and Liabilities Balances

Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. The following table summarizes the Company's contract assets and liabilities balances:

 

 

 

June 30, 2024

 

 

March 31, 2024

 

 

Change

 

Contract assets

 

$

82,238

 

 

$

74,289

 

 

$

7,949

 

Contract liabilities

 

 

(55,736

)

 

 

(65,358

)

 

 

9,622

 

Net contract asset

 

$

26,502

 

 

$

8,931

 

 

$

17,571

 

 

Schedule of Performance Obligations that are Expected to Be Recognized in Future

As of June 30, 2024, the Company has the following unsatisfied, or partially unsatisfied, performance obligations that are expected to be recognized in the future as noted in the table below. The Company expects options to be exercised in addition to the amounts presented below.

 

 

 

Total

 

 

Less than
1 year

 

 

1-3 years

 

 

4-5 years

 

 

More than 5
years

 

Unsatisfied performance obligations

 

$

1,705,238

 

 

$

1,004,087

 

 

$

678,746

 

 

$

21,297

 

 

$

1,108

 

v3.24.2.u1
Inventories (Tables)
3 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of components of inventories The components of inventories are as follows:

 

 

 

June 30,

 

 

March 31,

 

 

 

2024

 

 

2024

 

Raw materials

 

$

34,497

 

 

$

25,224

 

Work-in-process, including manufactured and purchased components

 

 

312,071

 

 

 

277,471

 

Finished goods

 

 

12,113

 

 

 

14,976

 

Total inventories

 

$

358,681

 

 

$

317,671

 

v3.24.2.u1
Long-term Debt (Tables)
3 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments

Long-term debt consists of the following:

 

 

 

June 30,

 

 

March 31,

 

 

 

2024

 

 

2024

 

Finance leases

 

$

13,257

 

 

$

14,008

 

Senior secured first lien notes due 2028

 

 

958,890

 

 

 

1,078,890

 

Other notes

 

 

1,862

 

 

 

1,900

 

Less: debt issuance costs

 

 

(13,827

)

 

 

(16,599

)

 

 

 

960,182

 

 

 

1,078,199

 

Less: current portion

 

 

2,979

 

 

 

3,200

 

 

 

$

957,203

 

 

$

1,074,999

 

 

Schedule of Carrying Amounts and Estimated Fair Values of Long-term Debt

Carrying amounts and the related estimated fair values of the Company's long-term debt not recorded at fair value in the accompanying condensed consolidated financial statements are as follows:

 

June 30, 2024

 

 

March 31, 2024

 

Carrying
Value

 

 

Fair
Value

 

 

Carrying
Value

 

 

Fair
Value

 

$

960,182

 

 

$

1,023,152

 

 

$

1,078,199

 

 

$

1,154,245

 

v3.24.2.u1
Earnings (Loss) per Share (Tables)
3 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Summary of Reconciliation between Weighted-average Common Shares Outstanding used in Calculation of Basis and Diluted Earnings Per Share The following is a reconciliation between the weighted average outstanding shares used in the calculation of basic and diluted earnings per share:

 

 

Three Months Ended June 30,

 

 

(in thousands)

 

 

2024

 

2023

Weighted average common shares outstanding - basic

 

77,158

 

66,347

Net effect of dilutive warrants, stock options and non-vested stock (1)

 

 

Weighted average common shares outstanding - diluted

 

77,158

 

66,347

(1) For the three months ended June 30, 2024 and 2023, 2,016 and 2,219 shares, respectively, associated with outstanding restricted stock unit awards were excluded from the computation of diluted earnings per share as the resulting incremental shares would have been anti-dilutive due to the loss from continuing operations in each period.

v3.24.2.u1
Pension and Other Postretirement Benefit Plans (Tables)
3 Months Ended
Jun. 30, 2024
Retirement Benefits [Abstract]  
Schedule of Components of Net Periodic Benefit Expense

The components of net periodic benefit expense for the Company's postretirement benefit plans are shown in the following table:

 

 

 

Pension Benefits

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

Components of net periodic benefit income:

 

 

 

 

 

 

Service cost

 

$

43

 

 

$

100

 

Interest cost

 

 

19,687

 

 

$

20,117

 

Expected return on plan assets

 

 

(24,706

)

 

$

(26,252

)

Amortization of prior service credits

 

 

26

 

 

$

26

 

Amortization of net loss

 

 

8,287

 

 

$

7,523

 

Net periodic benefit expense

 

$

3,337

 

 

$

1,514

 

 

 

v3.24.2.u1
Stockholders' Deficit (Tables)
3 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of Changes in Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss ("AOCI") by component for the three months ended June 30, 2024 and 2023 were as follows:

 

 

 

Currency
Translation
Adjustment

Unrealized Gains
and Losses on
Derivative
Instruments

Defined Benefit
Pension Plans
and Other
Postretirement
Benefits

Total (1)

 

March 31, 2024

 

$

(44,149

)

 

$

69

 

 

$

(472,989

)

 

$

(517,069

)

Other comprehensive loss before reclassifications

 

 

(6,376

)

 

 

(1,645

)

 

 

 

 

 

(8,021

)

Amounts reclassified from AOCI

 

 

 

 

 

31

 

 

 

5,923

 

(2)

 

5,954

 

Net current period OCI

 

 

(6,376

)

 

 

(1,614

)

 

 

5,923

 

 

 

(2,067

)

June 30, 2024

 

$

(50,525

)

 

$

(1,545

)

 

$

(467,066

)

 

$

(519,136

)

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

$

(49,206

)

 

$

1,217

 

 

$

(506,657

)

 

$

(554,646

)

Other comprehensive income (loss) before reclassifications

 

 

3,704

 

 

 

(1,254

)

 

 

 

 

 

2,450

 

Amounts reclassified from AOCI

 

 

 

 

 

917

 

 

 

5,173

 

(2)

 

6,090

 

Net current period OCI

 

 

3,704

 

 

 

(337

)

 

 

5,173

 

 

 

8,540

 

June 30, 2023

 

$

(45,502

)

 

$

880

 

 

$

(501,484

)

 

$

(546,106

)

(1)
Net of tax.
(2)
Includes amortization of actuarial losses and recognized prior service costs, which are included in net periodic benefit income. Refer to Note 9 for additional disclosure regarding the Company's postretirement benefit plans.
v3.24.2.u1
Segments (Tables)
3 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Selected Financial Information for Each Reportable Segment and Reconciliation of EBITDAP to Operating Income

Selected financial information for each reportable segment is as follows:

 

 

 

Three Months Ended June 30, 2024

 

 

 

Total

 

 

Discontinued Operations

 

 

Corporate &
Eliminations

 

 

Systems &
Support

 

 

Interiors

 

Net sales to external customers

 

$

281,016

 

 

$

 

 

$

 

 

$

251,981

 

 

$

29,035

 

Intersegment sales (eliminated in consolidation)

 

 

 

 

 

 

 

 

(16

)

 

 

8

 

 

 

8

 

Segment profit and reconciliation to consolidated income before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Adjusted EBITDAP

 

 

40,120

 

 

 

 

 

 

 

 

 

47,397

 

 

 

(7,277

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment profit to loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(7,367

)

 

 

 

 

 

(412

)

 

 

(6,379

)

 

 

(576

)

Interest expense and other, net

 

 

(18,984

)

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

 

 

(14,751

)

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

 

(3,015

)

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquired contract liabilities

 

 

591

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-service defined benefit expense

 

 

(1,033

)

 

 

 

 

 

 

 

 

 

 

 

 

Legal contingencies loss

 

 

(7,464

)

 

 

 

 

 

 

 

 

 

 

 

 

Debt extinguishment loss

 

 

(5,369

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

$

(17,272

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital expenditures

 

$

8,172

 

 

$

 

 

$

98

 

 

$

7,722

 

 

$

352

 

Total assets

 

$

1,492,764

 

 

 

 

 

$

132,987

 

 

$

1,258,638

 

 

$

101,139

 

 

 

 

Three Months Ended June 30, 2023

 

 

 

Total

 

 

Discontinued Operations

 

 

Corporate &
Eliminations

 

 

Systems &
Support

 

 

Interiors

 

Net sales to external customers

 

$

263,823

 

 

$

 

 

$

 

 

$

227,253

 

 

$

36,570

 

Intersegment sales (eliminated in consolidation)

 

 

 

 

 

 

 

 

(13

)

 

 

 

 

 

13

 

Segment profit and reconciliation to consolidated income before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Adjusted EBITDAP

 

 

38,921

 

 

 

 

 

 

 

 

 

40,814

 

 

 

(1,893

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment profit to loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(7,365

)

 

 

 

 

 

(495

)

 

 

(6,187

)

 

 

(683

)

Interest expense and other, net

 

 

(32,102

)

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses

 

 

(16,450

)

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

 

(3,622

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of assets and businesses

 

 

(12,617

)

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquired contract liabilities

 

 

575

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-service defined benefit income

 

 

820

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt modification and extinguishment gain

 

 

3,391

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant remeasurement gain, net

 

 

8,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

$

(20,448

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital expenditures

 

$

6,401

 

 

$

359

 

 

$

1,832

 

 

$

3,701

 

 

$

509

 

v3.24.2.u1
Background and Basis of Presentation - Additional Information (Details)
3 Months Ended
Jun. 30, 2024
Segment
Background And Basis Of Presentation [Line Items]  
Number of reportable segments 2
v3.24.2.u1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Jul. 06, 2023
Dec. 19, 2022
Dec. 01, 2022
Change In Accounting Estimate [Line Items]            
Operating income (loss) $ 8,114 $ (558)        
Net loss $ (14,091) $ (18,163)        
Loss per share $ (0.18) $ (0.27)        
Earnings per diluted share $ (0.18) $ (0.27)        
Income taxes paid, net of refunds received $ 7,058 $ 369        
Net sales $ 281,016 263,823        
Number of warrants received by common stock holder           3
Number of common shares held to issue warrants           10
Number of warrants issued         19,500,000  
Number of common stock purchased or issued for each warrant           1
Warrants exercise price           $ 12.35
Proceeds from warrants exercised, net of transaction costs   1,456 $ 79,961      
Warrants remeasurement gain excludes cash issuance costs   8,001        
Warrants redemption price per warrant       $ 11    
Redeemed outstanding warrants       11,400,000    
Fair value of warrants         $ 19,500  
Warrants remeasurement gain   $ 8,001        
Number of warrants exercised     7,700,000      
Boeing [Member] | Trade Accounts Receivable [Member] | Credit Concentration Risk [Member]            
Change In Accounting Estimate [Line Items]            
Concentration Risk, Percentage 11.00%   14.00%      
Continuing Operations [Member] | Boeing [Member] | Net sales [Member] | Customer Concentration Risk [Member]            
Change In Accounting Estimate [Line Items]            
Concentration Risk, Percentage 22.60% 26.20%        
Net sales $ 63,556 $ 69,059        
Continuing Operations [Member] | Boeing [Member] | Net sales [Member] | Customer Concentration Risk [Member] | Systems & Support [Member]            
Change In Accounting Estimate [Line Items]            
Net sales 44,719 46,141        
Continuing Operations [Member] | Boeing [Member] | Net sales [Member] | Customer Concentration Risk [Member] | Interiors [Member]            
Change In Accounting Estimate [Line Items]            
Net sales $ 18,837 $ 22,918        
Minimum [Member]            
Change In Accounting Estimate [Line Items]            
Standard trade receivable, payment terms 30 days          
Maximum [Member]            
Change In Accounting Estimate [Line Items]            
Standard trade receivable, payment terms 120 days          
v3.24.2.u1
Divested Operations and Assets Held For Sale - Additional Information (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
May 31, 2024
Mar. 31, 2024
Dec. 31, 2023
Jul. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Discontinued operations and assets held for sale            
Indemnified the buyer for a period from the date of transaction on product liability or warranty claims     3 years      
Product liability or warranty claims exceeding aggregate amount     $ 1,000      
Interest expense allocated to discontinued operations           $ 6,271
Senior Secured First Lien Notes Due 2028 [Member]            
Discontinued operations and assets held for sale            
Percentage of principal amount redeemed 103.00% 103.00%        
Stuart Manufacturing Operations [Member]            
Discontinued operations and assets held for sale            
Gain (loss) on disposition of business       $ 96,800 $ 8,300  
Stuart Manufacturing Operations [Member] | Purchase Price Adjustments Related to Working Capital of Divested Operations [Member]            
Discontinued operations and assets held for sale            
Gain (loss) on disposition of business         3,900  
Purchase price adjustment from divestiture of business.         6,800  
Definitive Agreement A A R Corp [Member]            
Discontinued operations and assets held for sale            
Proceeds from divestiture of business     $ 725,000      
Gain (loss) on disposition of business   $ 548,250        
Definitive Agreement A A R Corp [Member] | Purchase Price Adjustments Related to Working Capital of Divested Operations [Member]            
Discontinued operations and assets held for sale            
Gain (loss) on disposition of business         $ 5,018  
v3.24.2.u1
Divested Operations and Assets Held For Sale - Schedule of Rusults of Operations and Major Classes of Assets and Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating costs and expenses:    
Income tax expense $ 338 $ 490
Income from discontinued operations $ 4,680 3,545
Discontinued Operations, Held-for-Sale [Member] | Product Support [Member]    
Major line items constituting pretax (loss) income of discontinued operations    
Net sales   63,322
Operating costs and expenses:    
Cost of sales (exclusive of depreciation shown separately below)   46,828
Selling, general and administrative   5,159
Depreciation and amortization   753
Total Operating costs and expenses   52,740
Operating income   10,582
Interest expense and other, net   6,547
Income from discontinued operations before income taxes   4,035
Income tax expense   490
Income from discontinued operations   $ 3,545
v3.24.2.u1
Revenue Recognition and Contracts with Customers - Schedule of Disaggregated Net Sales Satisfied Overtime and at a Point in Time (Excluding Intercompany Sales) (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Disaggregation Of Revenue [Line Items]    
Amortization of acquired contract liabilities $ 591 $ 575
Net sales 281,016 263,823
Systems & Support [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 29,035 36,570
Amortization of acquired contract liabilities 591 575
Revenues excluding intercompany sales 251,981 227,253
Systems & Support [Member] | Transferred over Time [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 23,511 30,929
Systems & Support [Member] | Transferred at Point in Time [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 179,083 146,882
Interiors [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 251,390 226,678
Revenues excluding intercompany sales 29,035 36,570
Interiors [Member] | Transferred over Time [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 72,307 79,796
Interiors [Member] | Transferred at Point in Time [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers $ 5,524 $ 5,641
v3.24.2.u1
Revenue Recognition and Contracts with Customers - Schedule of Disaggregated Net Sales by End Market (Excluding Intercompany Sales) (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Disaggregation Of Revenue [Line Items]    
Amortization of acquired contract liabilities $ 591 $ 575
Net sales 281,016 263,823
Systems & Support [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 29,035 36,570
Amortization of acquired contract liabilities 591 575
Revenues excluding intercompany sales 251,981 227,253
Systems & Support [Member] | OEM Commercial [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 91,495 81,444
Systems & Support [Member] | OEM Military [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 61,834 65,796
Systems & Support [Member] | MRO Commercial [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 48,506 34,476
Systems & Support [Member] | MRO Military [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 41,133 36,923
Systems & Support [Member] | Non-aviation [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 8,422 8,039
Interiors [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 251,390 226,678
Revenues excluding intercompany sales 29,035 36,570
Interiors [Member] | OEM Commercial [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 27,192 35,658
Interiors [Member] | MRO Commercial [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers 1,670 704
Interiors [Member] | Non-aviation [Member]    
Disaggregation Of Revenue [Line Items]    
Revenue from contracts with customers $ 173 $ 208
v3.24.2.u1
Revenue Recognition and Contracts with Customers - Summary of Contract Assets and Liabilities Balances (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]    
Contract assets $ 82,238 $ 74,289
Contract liabilities (55,736) (65,358)
Net contract asset 26,502 $ 8,931
Change in contract assets 7,949  
Change in contract liabilities 9,622  
Change in net contract asset $ 17,571  
v3.24.2.u1
Revenue Recognition and Contracts with Customers - Additional Information (Details)
$ in Thousands
3 Months Ended
Jun. 30, 2024
USD ($)
Revenue from Contract with Customer [Abstract]  
Contract with Customer, Liability, Revenue Recognized $ 15,652
v3.24.2.u1
Revenue Recognition and Contracts with Customers - Schedule of Performance Obligations that are Expected to Be Recognized in Future (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Unsatisfied performance obligations $ 1,705,238
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Unsatisfied performance obligations 1,004,087
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Unsatisfied performance obligations 678,746
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Unsatisfied performance obligations 21,297
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2030-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Unsatisfied performance obligations $ 1,108
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 9 months
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 3 years
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 5 years
Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 4 years
Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2030-07-01  
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 5 years
v3.24.2.u1
Revenue Recognition and Contracts with Customers - Schedule of Performance Obligations that are Expected to Be Recognized in Future (Details 1)
$ in Thousands
Jun. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Unsatisfied performance obligations $ 1,705,238
v3.24.2.u1
Inventories - Schedule of Components of Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Inventory Disclosure [Abstract]    
Raw materials $ 34,497 $ 25,224
Work-in-process, including manufactured and purchased components 312,071 277,471
Finished goods 12,113 14,976
Total inventories $ 358,681 $ 317,671
v3.24.2.u1
Long-term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Debt Instrument [Line Items]    
Less: debt issuance costs $ (13,827) $ (16,599)
Long-term debt 960,182 1,078,199
Less: current portion 2,979 3,200
Long-term debt, less current portion 957,203 1,074,999
Receivable Securitization Facility [Member]    
Debt Instrument [Line Items]    
Long-term debt 0  
Capital Lease Obligations [Member]    
Debt Instrument [Line Items]    
Long-term debt 13,257 14,008
Senior Secured First Lien Notes Due 2028 [Member]    
Debt Instrument [Line Items]    
Long-term debt 958,890 1,078,890
Other Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 1,862 $ 1,900
v3.24.2.u1
Long-term Debt - Additional Information (Details) - USD ($)
shares in Millions
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
May 31, 2024
Mar. 14, 2023
Nov. 05, 2021
Aug. 17, 2020
Aug. 17, 2017
Mar. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Mar. 31, 2024
Aug. 31, 2023
Debt Instrument [Line Items]                      
Gain (loss) on modification and extinguishment of debt             $ (5,369,000) $ 3,391,000      
Interest paid, including capitalized interest, operating and investing activities             2,750,000 454,000      
Payment of financing costs               $ 1,438,000      
Agent [Member]                      
Debt Instrument [Line Items]                      
Maximum amount of debt to be potentially repurchased                     $ 50,000,000
Cash used to redeem debt including interest and transaction costs                   $ 48,062,000  
Product Support [Member]                      
Debt Instrument [Line Items]                      
Proceeds from divestiture of business           $ 129,827,000       437,590,000  
Receivable Securitization Facility [Member]                      
Debt Instrument [Line Items]                      
Percentage of drawn fee     2.00%                
Percentage of collateralized fee incurred     0.125%                
Long-term debt             0        
Letters of credit outstanding, amount             20,804,000        
Receivable Securitization Facility [Member] | BSBY [Member]                      
Debt Instrument [Line Items]                      
Line of credit facility, commitment fee percentage       2.25%              
Receivable Securitization Facility [Member] | Minimum [Member]                      
Debt Instrument [Line Items]                      
Line of credit facility, unused capacity, commitment fee percentage     0.45%                
Receivable Securitization Facility [Member] | Maximum [Member]                      
Debt Instrument [Line Items]                      
Line of credit facility, maximum borrowing capacity             75,000,000        
Line of credit facility, unused capacity, commitment fee percentage       0.50%              
Senior Secured First Lien Notes Due 2024 [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, redemption price, percentage   100.00%                  
Debt instrument, redemption, description   40.00%                  
Debt instrument, redemption price, percentage - equity offering   109.00%                  
Debt instrument, redemption price, percentage - change of control   101.00%                  
Senior Notes Due 2025 [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, interest rate, stated percentage         7.75%            
Debt instrument, principal amount         $ 500,000,000       $ 50,000,000    
Debt tendered to exercise warrant                 $ 13,404,000    
Warrants excercised through tendering of debt                 0.9    
Debt repurchase principal amount           435,621,000       435,621,000  
Gain (loss) on modification and extinguishment of debt                   500,000  
Debt instrument, due date         Aug. 15, 2025            
Senior Secured First Lien Notes Due 2028 [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, interest rate, stated percentage   9.00%                  
Long-term debt           1,078,890,000 $ 958,890,000     1,078,890,000  
Debt instrument, principal amount   $ 1,200,000,000                  
Proceeds from loan, percentage of principal (as a percent)   100.00%                  
Debt instrument, interest rate, effective percentage   9.00%                  
Debt instrument, interest payment terms                 Interest is payable semi-annually in cash in arrears on March 15 and September 15 of each year    
Debt repurchase principal amount $ 120,000,000         $ 120,000,000       $ 120,000,000  
Percentage of principal amount redeemed 103.00%         103.00%          
Debt instrument repurchased asset sale tender offer           $ 1,110,000          
Gain (loss) on modification and extinguishment of debt $ 5,369,000         $ (5,463,000)     $ 3,400,000    
Payment of financing costs   $ 23,000,000                  
v3.24.2.u1
Long-term Debt - Schedule of Carrying Amounts and Estimated Fair Values of Long-term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Debt Instrument [Line Items]    
Long-term debt $ 960,182 $ 1,078,199
Reported Value Measurement [Member]    
Debt Instrument [Line Items]    
Long-term debt 960,182 1,078,199
Estimate of Fair Value Measurement [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 1,023,152 $ 1,154,245
v3.24.2.u1
Earnings (Loss) per Share - Summary of Reconciliation between Weighted-average Common Shares Outstanding used in Calculation of Basis and Diluted Earnings Per Share (Details) - shares
shares in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share [Abstract]    
Weighted average common shares outstanding - basic 77,158 66,347
Net effect of dilutive warrants, stock options and non-vested stock [1] 0 0
Weighted average common shares outstanding - diluted 77,158 66,347
[1] For the three months ended June 30, 2024 and 2023, 2,016 and 2,219 shares, respectively, associated with outstanding restricted stock unit awards were excluded from the computation of diluted earnings per share as the resulting incremental shares would have been anti-dilutive due to the loss from continuing operations in each period.
v3.24.2.u1
Earnings (Loss) per Share - Summary of Reconciliation between Weighted-average Common Shares Outstanding used in Calculation of Basis and Diluted Earnings Per Share (Parenthetical) (Details) - shares
shares in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share [Abstract]    
Antidilutive securities excluded from computation of earnings per share, amount 2,016 2,219
v3.24.2.u1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Income Tax Contingency [Line Items]      
Unrecognized tax benefits $ 12,351   $ 12,281
Effective income tax rate (as a percent) (8.70%) (6.20%)  
v3.24.2.u1
Pension and Other Postretirement Benefit Plans - Schedule of Components of Net Periodic Benefit Expense (Details) - Pension Plan [Member] - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]    
Service cost $ 43 $ 100
Interest cost 19,687 20,117
Expected return on plan assets (24,706) (26,252)
Amortization of prior service credits 26 26
Amortization of net loss 8,287 7,523
Net periodic benefit expense $ 3,337 $ 1,514
v3.24.2.u1
Pension and Other Postretirement Benefit Plans - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]    
Issuance of shares on pension contribution   $ 39,136
Common Stock [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Issuance of shares on pension contribution, shares   3,200,000
Issuance of shares on pension contribution   $ 4
Other postretirement [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Net periodic benefit income $ 2,261 2,234
Pension Plan [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Net periodic benefit income $ 3,337 $ 1,514
v3.24.2.u1
Stockholders' Deficit - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]    
Balance $ (104,414) $ (797,396)
Total other comprehensive (loss) income (2,067) 8,540
Balance (119,561) (751,864)
Currency Translation Adjustment [Member]    
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]    
Balance (44,149) (49,206)
Other comprehensive income (loss) before reclassifications (6,376) 3,704
Amounts reclassified from AOCI 0 0
Total other comprehensive (loss) income (6,376) 3,704
Balance (50,525) (45,502)
Unrealized Gains and Losses on Derivative Instruments [Member]    
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]    
Balance 69 1,217
Other comprehensive income (loss) before reclassifications (1,645) (1,254)
Amounts reclassified from AOCI 31 917
Total other comprehensive (loss) income (1,614) (337)
Balance (1,545) 880
Defined Benefit Pension Plans and Other Postretirement Benefits [Member]    
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]    
Balance (472,989) (506,657)
Other comprehensive income (loss) before reclassifications 0 0
Amounts reclassified from AOCI [1] 5,923 5,173
Total other comprehensive (loss) income 5,923 5,173
Balance (467,066) (501,484)
Accumulated Other Comprehensive Income (Loss) [Member]    
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]    
Balance [2] (517,069) (554,646)
Other comprehensive income (loss) before reclassifications [2] (8,021) 2,450
Amounts reclassified from AOCI [2] 5,954 6,090
Total other comprehensive (loss) income [2] (2,067) 8,540
Balance [2] $ (519,136) $ (546,106)
[1] Includes amortization of actuarial losses and recognized prior service costs, which are included in net periodic benefit income. Refer to Note 9 for additional disclosure regarding the Company's postretirement benefit plans.
[2] Net of tax
v3.24.2.u1
Segments - Additional Information (Details)
$ in Thousands
3 Months Ended
Jun. 30, 2024
USD ($)
Segment
Jun. 30, 2023
USD ($)
Segment Reporting Information [Line Items]    
Number of reportable segments | Segment 2  
Net sales | $ $ 281,016 $ 263,823
v3.24.2.u1
Segments - Schedule of Selected Financial Information for Each Reportable Segment and Reconciliation of EBITDAP to Operating Income (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Segment Reporting Information [Line Items]      
Net sales to external customers $ 281,016 $ 263,823  
Intersegment sales (eliminated in consolidation) 0 0  
Segment profit and reconciliation to consolidated income before income taxes:      
Adjusted EBITDAP 40,120 38,921  
Reconciliation of segment profit to loss before income taxes      
Depreciation and amortization (7,367) (7,365)  
Interest expense and other, net (18,984) (32,102)  
Corporate expenses (14,751) (16,450)  
Share-based compensation expense (3,015) (3,622)  
Loss on sale of assets and businesses   (12,617)  
Amortization of acquired contract liabilities 591 575  
Non-service defined benefit expense (1,033) 820  
Legal contingencies loss (7,464)    
Debt modification and extinguishment gain (loss) (5,369) 3,391  
Warrant remeasurement gain, net   8,001  
Loss from continuing operations before income taxes (17,272) (20,448)  
Total capital expenditures 8,172 6,401  
Total assets 1,492,764   $ 1,686,270
Systems & Support [Member]      
Reconciliation of segment profit to loss before income taxes      
Amortization of acquired contract liabilities 591 575  
Corporate & Eliminations [Member]      
Segment Reporting Information [Line Items]      
Net sales to external customers 0 0  
Intersegment sales (eliminated in consolidation) (16) (13)  
Segment profit and reconciliation to consolidated income before income taxes:      
Adjusted EBITDAP 0 0  
Reconciliation of segment profit to loss before income taxes      
Depreciation and amortization (412) (495)  
Total capital expenditures 98 1,832  
Total assets 132,987    
Operating Segments [Member] | Discontinued Operations [Member]      
Reconciliation of segment profit to loss before income taxes      
Total capital expenditures   359  
Operating Segments [Member] | Systems & Support [Member]      
Segment Reporting Information [Line Items]      
Net sales to external customers 251,981 227,253  
Intersegment sales (eliminated in consolidation) 8 0  
Segment profit and reconciliation to consolidated income before income taxes:      
Adjusted EBITDAP 47,397 40,814  
Reconciliation of segment profit to loss before income taxes      
Depreciation and amortization (6,379) (6,187)  
Total capital expenditures 7,722 3,701  
Total assets 1,258,638    
Operating Segments [Member] | Interiors [Member]      
Segment Reporting Information [Line Items]      
Net sales to external customers 29,035 36,570  
Intersegment sales (eliminated in consolidation) 8 13  
Segment profit and reconciliation to consolidated income before income taxes:      
Adjusted EBITDAP (7,277) (1,893)  
Reconciliation of segment profit to loss before income taxes      
Depreciation and amortization (576) (683)  
Total capital expenditures 352 $ 509  
Total assets $ 101,139    
v3.24.2.u1
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
Dec. 12, 2023
May 02, 2023
Apr. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Mar. 31, 2023
Loss Contingencies [Line Items]              
Estimate of total future remediation costs       $ 7,464      
Estimate of total future remediation costs             $ 14,644
Lease payment for divested business   $ 130          
Accrued liability             $ 14,644
Periodic payment of withdrawal liability     $ 400        
Withdrawal liability       $ 13,502   $ 13,502  
Maximum [Member]              
Loss Contingencies [Line Items]              
Obligations gurantee period for divestiture       5 years      
Minimum [Member]              
Loss Contingencies [Line Items]              
Obligations gurantee period for divestiture       2 years      
Environmental Accrual Matters [Member]              
Loss Contingencies [Line Items]              
Estimate of total future remediation costs       $ 7,464 $ 2,000 13,464  
Estimate of total future remediation costs       11,500   11,500  
Accrued liability       11,500   11,500  
Environmental Accrual Matters [Member] | Maximum [Member]              
Loss Contingencies [Line Items]              
Forecasted loss contingency estimate of possible loss       38,000      
Loss in annual cash expenditures, limit       3,000      
Environmental Accrual Matters [Member] | Minimum [Member]              
Loss Contingencies [Line Items]              
Loss in annual cash expenditures, limit       2,000      
Environmental Accrual Matters [Member] | Other Property [Member]              
Loss Contingencies [Line Items]              
Estimate of total future remediation costs       1,300   1,300  
Accrued liability       1,300   1,300  
Representations - General [Member]              
Loss Contingencies [Line Items]              
Loss limit under asset purchase agreement       18,750   18,750  
Representations - Specified [Member]              
Loss Contingencies [Line Items]              
Loss limit under asset purchase agreement       25,000   $ 25,000  
Accounts Payable Representation [Member]              
Loss Contingencies [Line Items]              
Payment of legal settlement       2,400      
Warranty Under Purchase Agreement [Member]              
Loss Contingencies [Line Items]              
Payment of legal settlement       9,200      
Stuart Manufacturing Operations [Member]              
Loss Contingencies [Line Items]              
Payment of legal settlement       $ 6,800      
Additional damages claimed $ 130,000            

Triumph (NYSE:TGI)
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