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0001021162Falsetrue00010211622025-05-282025-05-280001021162tgi:PurchaseRights1Member2025-05-282025-05-280001021162us-gaap:CommonStockMember2025-05-282025-05-28

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 28, 2025

 

 

TRIUMPH GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-12235

51-0347963

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

555 E Lancaster Avenue

Suite 400

 

Radnor, Pennsylvania

 

19087

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $.001 per share

 

TGI

 

New York Stock Exchange LLC

Purchase rights

 

N/A

 

New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


 

 


 

Item 2.02 Results of Operations and Financial Condition.

On May 28, 2025, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal year ended March 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated May 28, 2025

104

 

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


 

 


 

SIGNATURES

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

 

 

 

Triumph Group, Inc.

 

 

 

 

Date:

May 28, 2025

By:

/s/ Thomas A. Quigley, III

 

 

 

Thomas A. Quigley, III, Vice President, Investor Relations, Mergers & Acquisitions, and Treasurer

 

 


EX-99.1 2 tgi-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img27292495_0.jpg

 

 

NEWS RELEASE

 

Contact:

Kyle Beeson

Director, Communications

Phone (610) 251-1000

kbeeson@triumphgroup.com

Thomas A. Quigley, III

Vice President, Investor Relations, Mergers & Acquisitions and Treasurer

Phone (610) 251-1000

tquigley@triumphgroup.com

 

 

TRIUMPH REPORTS STRONG FOURTH QUARTER FISCAL 2025 RESULTS

RADNOR, Pa. – May 28, 2025 – Triumph Group, Inc. (NYSE: TGI) ("TRIUMPH" or the “Company”) today reported financial results for its fourth quarter and fiscal 2025, which ended March 31, 2025.

 

Fourth Quarter Fiscal 2025

Net sales of $377.9 million; sales growth of 5%
Operating income of $59.6 million with operating margin of 16%; adjusted operating income of $68.9 million with adjusted operating margin of 18%
Income from continuing operations of $28.2 million, or $0.36 per diluted share; adjusted income from continuing operations of $37.5 million, or $0.48 per share
Adjusted EBITDAP of $78.4 million with Adjusted EBITDAP margin of 21%
Cash flow from operations of $147.7 million and free cash flow of $144.0 million

 

Fiscal 2025

Net sales of $1.26 billion; sales growth of 6%
Operating income of $139.4 million with operating margin of 11%; adjusted operating income of $170.4 million with adjusted operating margin of 13%
Income from continuing operations of $35.9 million, or $0.46 per diluted share; adjusted income from continuing operations of $72.2 million, or $0.93 per share
Adjusted EBITDAP of $204.5 million with Adjusted EBITDAP margin of 16%
Cash flow from operations of $37.9 million and free cash flow of $18.8 million

 

“TRIUMPH achieved 21% EBITDAP margins in its twelfth consecutive quarter of year-over-year sales growth," said Dan Crowley, TRIUMPH's chairman, president and chief executive officer. "Commercial and military aftermarket sales from our IP-based business grew by more than 7% and OEM sales grew by 10% on ramping demand. We achieved our fiscal 2025 goal of being cash flow positive and had significant free cash flow in the quarter through strong operational performance across all our businesses."

Mr. Crowley continued, “Our strategy to focus on IP-based OEM and aftermarket business, along with efforts to turnaround our Interiors business, positions TRIUMPH well for fiscal 2026 and beyond. Our improving year-over-year results are a testament to our exceptional team and our partnerships with our customers and distribution partners.”

 


Fourth Quarter and Full Year Fiscal 2025 Overview

 

 

 

Three Months Ended March 31,

 

 

Fiscal Year Ended March 31,

 

($ in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Commercial OEM

 

$

159.3

 

 

$

139.6

 

 

$

522.4

 

 

$

530.3

 

Military OEM

 

 

72.2

 

 

 

71.2

 

 

 

273.8

 

 

 

261.9

 

Total OEM Revenue

 

 

231.5

 

 

 

210.8

 

 

 

796.2

 

 

 

792.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Aftermarket

 

 

55.0

 

 

 

56.4

 

 

 

205.3

 

 

 

164.0

 

Military Aftermarket

 

 

75.4

 

 

 

65.3

 

 

 

210.7

 

 

 

183.1

 

Total Aftermarket Revenue

 

 

130.4

 

 

 

121.6

 

 

 

416.0

 

 

 

347.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Aviation Revenue

 

 

15.0

 

 

 

25.4

 

 

 

46.7

 

 

 

50.0

 

Amortization of acquired contract liabilities

 

 

1.0

 

 

 

0.8

 

 

 

3.1

 

 

 

2.7

 

Total Net Sales*

 

$

377.9

 

 

$

358.6

 

 

$

1,262.0

 

 

$

1,192.0

 

* Differences due to rounding

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Commercial OEM sales decreased $7.9 million, or 1.5%, primarily due to decreased sales volume on the Boeing 737 program and other commercial fixed wing platforms, which were partially offset by increased sales on the Boeing 787 program, increased business jets volume, and a favorable settlement resulting in near-term improved pricing in Interiors across multiple programs for fiscal 2025 deliveries.

Military OEM sales increased $11.9 million, or 4.6%, primarily due to increased sales on the F/A-18, AH-64, CH-47, UH-60, and CH53 platforms, which were partially offset by decreased sales on the E-2C and F-15 platforms.

Commercial Aftermarket sales increased $41.3 million, or 25.2%, primarily due to increased spares sales on Boeing commercial platforms as well as a spare parts intellectual property transaction of approximately $4.6 million in the current year, partially offset by decreased spares volumes on the Bell 429, Cessna 525, and the Global G500 platforms as well as a prior year intellectual property transaction of approximately $4.2 million.

Military aftermarket sales increased $27.6 million, or 15.0%, primarily due to increased spares sales across several platforms including the C-130, E-2C, CH-47, and CH-53 and a military spare parts intellectual property transaction of approximately $5.0 million. Repair and overhaul sales were up modestly primarily due to increased volumes on CH-47, AH-64, and F-15.

 

Non-aviation sales decreased approximately $3.3 million, or 6.7%, primarily driven by decreased sales of non-aircraft military components.

 

TRIUMPH's results included the following:

($ millions except EPS)

 

Pre-tax

 

 

After-tax

 

 

Diluted EPS

 

Income from Continuing Operations - GAAP

 

$

32.3

 

 

$

28.2

 

 

$

0.36

 

Adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger transaction costs

 

 

9.3

 

 

 

9.3

 

 

 

0.12

 

 

 

 

 

 

 

 

 

 

 

Adjusted income from continuing operations - non-GAAP

 

$

41.6

 

 

$

37.5

 

 

$

0.48

 

 

 

 

 

 

 

 

 

 

 

The number of shares used in computing earnings per share for the fourth quarter of 2025 was 78.2 million.

 

Backlog, which represents the next 24 months of actual purchase orders with firm delivery dates or contract requirements, was $1.9 billion.

 

Merger Agreement with Affiliates of Warburg Pincus and Berkshire Partners

 

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


In light of the pending transaction, TRIUMPH has suspended quarterly earnings conference calls and webcasts. In addition, consistent with customary practice during the pendency of such transactions, TRIUMPH will not provide financial guidance for fiscal 2026.

 

About TRIUMPH

Founded in 1993 and headquartered in Radnor, Pennsylvania, TRIUMPH designs, develops, manufactures, repairs and provides spare parts across a broad portfolio of aerospace and defense systems and components. The Company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.

More information about TRIUMPH can be found on the Company’s website at www.triumphgroup.com.

Forward Looking Statements

Statements in this release which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including statements of expectations of or assumptions about guidance, financial and operational performance, revenues, earnings per share, cash flow or use, cost savings and operational efficiencies. All forward-looking statements involve risks and uncertainties which could affect the Company’s actual results and could cause its actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Factors that could cause actual results to differ materially are uncertainties relating to the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived, uncertainty as to the timing of completion of the proposed transaction, restrictions or prohibitions under certain covenants in the merger agreement during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities, potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the transaction, significant costs associated with the proposed transaction, potential litigation relating to the proposed transaction that could be instituted against the Company or its directors and officers, including the effects of any outcomes related thereto and possible disruptions from the proposed transaction that could harm the Company’s business, including current plans and operations. Further information regarding the important factors that could cause actual results to differ from projected results can be found in Triumph Group’s reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

 

FINANCIAL DATA (UNAUDITED) ON FOLLOWING PAGES


 


FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(in thousands, except per share data)


 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

March 31,

 

 

March 31,

 

CONDENSED STATEMENTS OF OPERATIONS

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net sales

 

$

377,895

 

 

$

358,587

 

 

$

1,261,962

 

 

$

1,192,043

 

Cost of sales (excluding depreciation shown below)

 

 

250,822

 

 

 

250,459

 

 

 

863,826

 

 

 

869,201

 

Selling, general & administrative

 

 

60,127

 

 

 

44,770

 

 

 

210,078

 

 

 

180,247

 

Depreciation & amortization

 

 

7,360

 

 

 

7,563

 

 

 

29,587

 

 

 

29,625

 

Legal contingencies loss

 

 

 

 

 

6,000

 

 

 

13,664

 

 

 

7,338

 

Restructuring costs

 

 

 

 

 

4,985

 

 

 

5,382

 

 

 

6,970

 

Loss on sale of assets and businesses, net

 

 

 

 

 

 

 

 

 

 

 

12,208

 

Operating income

 

 

59,586

 

 

 

44,810

 

 

 

139,425

 

 

 

86,454

 

Interest expense and other, net

 

 

26,085

 

 

 

28,667

 

 

 

87,628

 

 

 

123,021

 

Debt modification and extinguishment (gain) loss

 

 

 

 

 

6,819

 

 

 

5,369

 

 

 

1,694

 

Warrant remeasurement gain

 

 

 

 

 

 

 

 

 

 

 

(8,545

)

Non-service defined benefit expense (income)

 

 

1,236

 

 

 

88

 

 

 

4,983

 

 

 

(2,372

)

Income tax expense

 

 

4,110

 

 

 

3,775

 

 

 

5,589

 

 

 

7,123

 

Income (loss) from continuing operations

 

 

28,155

 

 

 

5,461

 

 

 

35,856

 

 

 

(34,467

)

income from discontinued operations, net of tax

 

 

338

 

 

 

542,284

 

 

 

5,018

 

 

 

546,851

 

Net income

 

$

28,493

 

 

$

547,745

 

 

$

40,874

 

 

$

512,384

 

Earnings (loss) per share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share - continuing operations

 

$

0.36

 

 

$

0.07

 

 

$

0.46

 

 

$

(0.46

)

Earnings per share - discontinued operations

 

 

 

 

 

7.05

 

 

 

0.06

 

 

 

7.38

 

Earnings per share - basic

 

$

0.36

 

 

$

7.12

 

 

$

0.52

 

 

$

6.92

 

Weighted average common shares outstanding - basic

 

 

77,436

 

 

 

76,919

 

 

 

77,325

 

 

 

74,149

 

Earnings (loss) per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - continuing operations

 

$

0.36

 

 

$

0.07

 

 

$

0.46

 

 

$

(0.46

)

Earnings per share - discontinued operations

 

 

 

 

 

6.97

 

 

 

0.06

 

 

 

7.38

 

Earnings per share - diluted

 

$

0.36

 

 

$

7.04

 

 

$

0.52

 

 

$

6.92

 

Weighted average common shares outstanding - diluted

 

 

78,152

 

 

 

77,817

 

 

 

77,857

 

 

 

74,149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands, except share data)


 

BALANCE SHEETS

 

Unaudited
March 31, 2025

 

 

March 31,
2024

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

277,164

 

 

$

392,511

 

Accounts receivable, net

 

 

154,888

 

 

 

138,272

 

Contract assets

 

 

69,752

 

 

 

74,289

 

Inventory, net

 

 

357,323

 

 

 

317,671

 

Prepaid and other current assets

 

 

19,736

 

 

 

16,626

 

Current assets

 

 

878,863

 

 

 

939,369

 

Property and equipment, net

 

 

154,538

 

 

 

144,287

 

Goodwill

 

 

512,342

 

 

 

510,687

 

Intangible assets, net

 

 

56,191

 

 

 

65,063

 

Other, net

 

 

24,994

 

 

 

26,864

 

Total assets

 

$

1,626,928

 

 

$

1,686,270

 

Liabilities & Stockholders' Deficit

 

 

 

 

 

 

Current portion of long-term debt

 

$

8,984

 

 

$

3,200

 

Accounts payable

 

 

162,917

 

 

 

167,349

 

Contract liabilities

 

 

78,430

 

 

 

55,858

 

Accrued expenses

 

 

144,747

 

 

 

129,855

 

Current liabilities

 

 

395,078

 

 

 

356,262

 

Long-term debt, less current portion

 

 

963,715

 

 

 

1,074,999

 

Accrued pension and post-retirement benefits, noncurrent

 

 

277,509

 

 

 

283,634

 

Deferred income taxes, noncurrent

 

 

7,268

 

 

 

7,268

 

Other noncurrent liabilities

 

 

59,804

 

 

 

68,521

 

Stockholders' Deficit:

 

 

 

 

 

 

Common stock, $.001 par value, 200,000,000 shares authorized, 77,435,476
   and 76,923,691 shares issued and outstanding

 

 

77

 

 

 

77

 

Capital in excess of par value

 

 

1,118,610

 

 

 

1,107,750

 

Accumulated other comprehensive loss

 

 

(540,835

)

 

 

(517,069

)

Accumulated deficit

 

 

(654,298

)

 

 

(695,172

)

Total stockholders' deficit

 

 

(76,446

)

 

 

(104,414

)

Total liabilities and stockholders' deficit

 

$

1,626,928

 

 

$

1,686,270

 

 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

 

 

Fiscal Year Ended March 31

 

 

 

2025

 

 

2024

 

Operating Activities

 

 

 

 

 

 

Net income

 

$

40,874

 

 

$

512,384

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

29,587

 

 

 

33,250

 

Amortization of acquired contract liability

 

 

(3,133

)

 

 

(2,721

)

Gain on sale of assets and businesses

 

 

(5,018

)

 

 

(556,161

)

Curtailments, settlements, withdrawals, and special termination benefits loss, net

 

 

 

 

 

 

Loss on modification and extinguishment of debt

 

 

5,369

 

 

 

1,694

 

Other amortization included in interest expense

 

 

4,016

 

 

 

5,925

 

Provision for credit losses

 

 

75

 

 

 

1,136

 

Provision for deferred income taxes

 

 

 

 

 

 

Warrants remeasurement gain

 

 

 

 

 

(8,545

)

Share-based compensation

 

 

13,010

 

 

 

9,445

 

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

 

 

 

 

 

 

Trade and other receivables

 

 

(15,892

)

 

 

7,879

 

Contract assets

 

 

4,555

 

 

 

9,584

 

Inventories

 

 

(39,294

)

 

 

(17,460

)

Prepaid expenses and other current assets

 

 

(4,252

)

 

 

(2,919

)

Accounts payable, accrued expenses, and contract liabilities

 

 

34,389

 

 

 

13,506

 

Accrued pension and other postretirement benefits

 

 

(21,102

)

 

 

(3,916

)

Other, net

 

 

(5,299

)

 

 

6,362

 

Net cash provided by (used in) operating activities

 

 

37,885

 

 

 

9,443

 

Investing Activities

 

 

 

 

 

 

Capital expenditures

 

 

(19,056

)

 

 

(21,827

)

(Payments on) proceeds from sale of assets and businesses

 

 

(2,290

)

 

 

713,413

 

Investment in joint venture

 

 

 

 

 

(1,661

)

Net cash (used in) provided by investing activities

 

 

(21,346

)

 

 

689,925

 

Financing Activities

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

40,000

 

 

 

2,000

 

Retirement of debt and finance lease obligations

 

 

(163,393

)

 

 

(608,701

)

Payment of deferred financing costs

 

 

 

 

 

(2,368

)

Proceeds on issuance of common stock, net of issuance costs

 

 

 

 

 

79,961

 

Premium on redemption of long-term debt

 

 

(3,600

)

 

 

(3,600

)

Repurchase of shares for share-based compensation
   minimum tax obligation

 

 

(2,707

)

 

 

(1,629

)

Net cash (used in) provided by financing activities

 

 

(129,700

)

 

 

(534,337

)

Effect of exchange rate changes on cash

 

 

(2,186

)

 

 

77

 

Net change in cash and cash equivalents

 

 

(115,347

)

 

 

165,108

 

Cash and cash equivalents at beginning of period

 

 

392,511

 

 

 

227,403

 

Cash and cash equivalents at end of period

 

$

277,164

 

 

$

392,511

 


 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 


 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Systems & Support

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customer

 

$

338,656

 

 

$

310,116

 

 

$

1,118,395

 

 

$

1,027,630

 

Inter-segment sales (eliminated in consolidation)

 

 

 

 

 

71

 

 

 

8

 

 

 

795

 

Segment EBITDAP

 

 

84,358

 

 

 

71,336

 

 

 

250,830

 

 

 

200,074

 

Segment EBITDAP Margin

 

 

25.0

%

 

 

23.1

%

 

 

22.5

%

 

 

19.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interiors

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customer

 

$

39,239

 

 

$

48,471

 

 

$

143,567

 

 

$

164,413

 

Inter-segment sales (eliminated in consolidation)

 

 

5

 

 

 

14

 

 

 

16

 

 

 

27

 

Segment EBITDAP

 

 

6,899

 

 

 

1,137

 

 

 

7,823

 

 

 

(5,000

)

Segment EBITDAP Margin

 

 

17.6

%

 

 

2.3

%

 

 

5.4

%

 

 

-3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC, AND SUBSIDIARES

(dollars in thousands)

 

Non-GAAP Financial Measure Disclosures

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

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

Adjusted EBITDA and Adjusted EBITDAP are used by management to internally measure our operating and management performance and by investors as a supplemental financial measure to evaluate the performance of our business that, when viewed with our U.S. GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors and trends affecting our business. We have spent more than 20 years expanding our product and service capabilities, partially through acquisitions of complementary businesses. Due to the expansion of our operations, which included acquisitions, our income (loss) from continuing operations has included significant charges for depreciation and amortization. Adjusted EBITDA and Adjusted EBITDAP exclude these charges and provide meaningful information about the operating performance of our business, apart from charges for depreciation and amortization. We believe the disclosure of Adjusted EBITDA and Adjusted EBITDAP helps investors meaningfully evaluate and compare our performance from quarter to quarter and from year to year. We also believe Adjusted EBITDA and Adjusted EBITDAP are measures of our ongoing operating performance because the isolation of noncash charges, such as depreciation and amortization, and nonoperating items, such as interest, income taxes, pension and other postretirement benefits, provides additional information about our cost structure and, over time, helps track our operating progress. In addition, investors, securities analysts, and others have regularly relied on Adjusted EBITDA and Adjusted EBITDAP to provide financial measures by which to compare our operating performance against that of other companies in our industry.

 


 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

Set forth below are descriptions of the financial items that have been excluded from our income (loss) from continuing operations) to calculate Adjusted EBITDA and Adjusted EBITDAP and the material limitations associated with using these non-GAAP financial measures as compared with income (loss) from continuing operations:

Merger transaction costs may be useful for investors to consider because they represent costs in connection with the Merger Agreement that have already been incurred and are not contingent upon the consummation of the merger transaction. We do not believe these charges necessarily reflect the current and ongoing cash earnings related to our operations.
Gains or losses from sale of assets and businesses may be useful for investors to consider because they reflect gains or losses from sale of operating units or other assets. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Warrants remeasurement gains or losses and Warrant-related transaction costs may be useful for investors to consider because they reflect the mark-to-market changes in the fair value of our Warrants and the costs associated with Warrants issuance. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Consideration payable to a customer related to a divestiture may be useful for investors to consider because it reflects consideration paid to facilitate the ultimate sale of operating units. We do not believe these charges necessarily reflect the current and ongoing cash earnings related to our operations.
Shareholder cooperation expenses may be useful for investors to consider because they represent certain costs of corporate governance that may be incurred periodically when reaching cooperative agreements with shareholders. We do not believe these charges necessarily reflect the current and ongoing cash earnings related to our operations.
Legal contingencies loss, when applicable, may be useful for investors to consider because it reflects gains or losses from legal disputes with third parties. We do not believe these gains or losses reflect the current and ongoing earnings related to our operations.
Non-service defined benefit income or expense from our pension and other postretirement benefit plans (inclusive of certain pension related transactions such as curtailments, settlements, withdrawal, and early retirement or other incentives) may be useful for investors to consider because they represent the cost of postretirement benefits to plan participants, net of the assumption of returns on the plan's assets and are not indicative of the cash paid for such benefits. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Amortization of acquired contract liabilities may be useful for investors to consider because it represents the noncash earnings on the fair value of off-market contracts acquired through acquisitions. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.
Amortization expense and nonrecurring asset impairments (including goodwill and intangible asset impairments) may be useful for investors to consider because it represents the estimated attrition of our acquired customer base and the diminishing value of trade names, product rights, licenses, or, in the case of goodwill, other assets that are not individually identified and separately recognized under U.S. GAAP, or, in the case of nonrecurring asset impairments, the impact of unusual and nonrecurring events affecting the estimated recoverability of existing assets. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.
Depreciation may be useful for investors to consider because it generally represents the wear and tear on our property and equipment used in our operations. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.
Share-based compensation may be useful for investors to consider because it represents a portion of the total compensation to management and the board of directors. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.


 


(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES

(dollars in thousands)

 

The amount of interest expense and other, as well as debt extinguishment gains or losses, we incur may be useful for investors to consider and may result in current cash inflows or outflows. However, we do not consider the amount of interest expense and other and debt extinguishment gains or losses to be a representative component of the day-to-day operating performance of our business.
Income tax expense may be useful for investors to consider because it generally represents the taxes which may be payable for the period and the change in deferred income taxes during the period and may reduce the amount of funds otherwise available for use in our business. However, we do not consider the amount of income tax expense to be a representative component of the day-to-day operating performance of our business.

Management compensates for the above-described limitations of using non-GAAP measures by using a non-GAAP measure only to supplement our GAAP results and to provide additional information that is useful to gain an understanding of the factors and trends affecting our business.

 

The following table shows our Adjusted EBITDA and Adjusted EBITDAP reconciled to our income (loss) from continuing operations for the indicated periods (in thousands):


 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

March 31,

 

 

March 31,

 

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

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Income (loss) from continuing operations

 

$

28,155

 

 

$

5,461

 

 

$

35,856

 

 

$

(34,467

)

Add-back:

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

4,110

 

 

 

3,775

 

 

 

5,589

 

 

 

7,123

 

Interest expense and other, net

 

 

26,085

 

 

 

28,667

 

 

 

87,628

 

 

 

123,021

 

Debt modification and extinguishment (gain) loss

 

 

 

 

 

6,819

 

 

 

5,369

 

 

 

1,694

 

Warrant remeasurement gain

 

 

 

 

 

 

 

 

 

 

 

(8,545

)

Legal contingencies loss

 

 

 

 

 

6,000

 

 

 

13,664

 

 

 

7,338

 

Shareholder cooperation expenses

 

 

 

 

 

 

 

 

 

 

 

1,905

 

Loss on sales of assets and businesses, net

 

 

 

 

 

 

 

 

 

 

 

12,208

 

Share-based compensation

 

 

3,159

 

 

 

657

 

 

 

13,010

 

 

 

9,445

 

Merger transaction costs

 

 

9,325

 

 

 

 

 

 

11,909

 

 

 

 

Amortization of acquired contract liabilities

 

 

(1,019

)

 

 

(756

)

 

 

(3,133

)

 

 

(2,721

)

Depreciation and amortization

 

 

7,360

 

 

 

7,563

 

 

 

29,587

 

 

 

29,625

 

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

 

$

77,175

 

 

$

58,186

 

 

$

199,479

 

 

$

146,626

 

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

 

 

1,236

 

 

 

88

 

 

 

4,983

 

 

 

(2,372

)

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

 

$

78,411

 

 

$

58,274

 

 

$

204,462

 

 

$

144,254

 

Net sales

 

$

377,895

 

 

$

358,587

 

 

$

1,261,962

 

 

$

1,192,043

 

Income (loss) from continuing operations margin

 

 

7.5

%

 

 

1.5

%

 

 

2.8

%

 

 

(2.9

%)

Adjusted EBITDAP margin

 

 

20.8

%

 

 

16.3

%

 

 

16.2

%

 

 

12.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(Continued)

FINANCIAL DATA (UNAUDITED)

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

 

Non-GAAP Financial Measure Disclosures (continued)

 

Adjusted income from continuing operations, before income taxes, adjusted income from continuing operations and adjusted income from continuing operations per diluted share, before non-recurring costs have been provided for consistency and comparability. These measures should not be considered in isolation or as alternatives to income from continuing operations before income taxes, income from continuing operations and income from continuing operations per diluted share presented in accordance with GAAP. The following tables reconcile income from continuing operations before income taxes, income from continuing operations, and income from continuing operations per diluted share, before non-recurring costs.

 

 

 

Three Months Ended
March 31, 2025

 

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

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Income from continuing operations - GAAP

 

$

32,265

 

 

$

28,155

 

 

$

0.36

 

Adjustments:

 

 

 

 

 

 

 

 

 

Merger transaction costs

 

 

9,325

 

 

 

9,325

 

 

 

0.12

 

Adjusted income from continuing operations - non-GAAP

 

$

41,590

 

 

$

37,480

 

 

$

0.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended
March 31, 2025

 

 

 

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

 

Income from continuing operations - GAAP

 

$

41,445

 

 

$

35,856

 

 

$

0.46

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

Legal contingencies loss

 

 

13,664

 

 

 

13,664

 

 

 

0.18

 

 

Merger transaction costs

 

 

11,909

 

 

 

11,909

 

 

 

0.15

 

 

Restructuring costs

 

 

5,382

 

 

 

5,382

 

 

 

0.07

 

 

Debt extinguishment loss

 

 

5,369

 

 

 

5,369

 

 

 

0.07

 

 

Adjusted income from continuing operations - non-GAAP

 

$

77,769

 

 

$

72,180

 

 

$

0.93

 

 

 

 

 

 

 

 

 

 

 

 


 


(Continued)

FINANCIAL DATA (UNAUDITED)

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

 

Non-GAAP Financial Measure Disclosures (continued)

 

 

Three Months Ended
March 31, 2024

 

 

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Income from continuing operations - GAAP

 

$

9,236

 

 

$

5,461

 

 

$

0.07

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Legal contingencies loss

 

 

6,000

 

 

 

6,000

 

 

 

0.08

 

Restructuring costs

 

 

4,985

 

 

 

4,985

 

 

 

0.06

 

Debt modification and extinguishment gain

 

 

6,819

 

 

 

6,819

 

 

 

0.09

 

Adjusted income from continuing operations - non-GAAP*

 

$

27,040

 

 

$

23,265

 

 

$

0.31

 

*Difference due to rounding.

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended
March 31, 2024

 

 

 

Pre-Tax

 

 

After-Tax

 

 

Diluted EPS

 

Loss from continuing operations - GAAP

 

$

(27,344

)

 

$

(34,467

)

 

$

(0.46

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Shareholder cooperation expenses

 

 

1,905

 

 

 

1,905

 

 

 

0.03

 

Loss on sale of assets and businesses, net

 

 

12,208

 

 

 

12,208

 

 

 

0.16

 

Restructuring costs

 

 

6,970

 

 

 

6,970

 

 

 

0.09

 

Debt modification and extinguishment gain

 

 

1,694

 

 

 

1,694

 

 

 

0.02

 

Legal contingencies loss

 

 

7,338

 

 

 

7,338

 

 

 

0.10

 

Adjusted loss from continuing operations - non-GAAP

 

$

2,771

 

 

$

(4,352

)

 

$

(0.06

)

 

 

 

 

 

 

 

 

 

 

 

Adjusted Operating Income is defined as GAAP Operating Income, less expenses/gains associated with the Company's transformation, such as restructuring expenses, gains/losses on divestitures, impairments of goodwill and other assets. Management believes that this is useful in evaluating operating performance, but this measure should not be used in isolation. The following table reconciles our Operating income to Adjusted Operating income as noted above.


 

 

 

Three Months Ended
March 31,

 

 

Year Ended
March 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating income - GAAP

 

$

59,586

 

 

$

44,810

 

 

$

139,425

 

 

$

86,454

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of assets and businesses, net

 

 

 

 

 

 

 

 

 

 

 

12,208

 

Legal contingencies loss

 

 

 

 

 

6,000

 

 

 

13,664

 

 

 

7,338

 

Restructuring costs (cash based)

 

 

 

 

 

4,985

 

 

 

5,382

 

 

 

6,970

 

Merger transaction costs

 

 

9,325

 

 

 

 

 

 

11,909

 

 

 

 

Shareholder cooperation expenses

 

 

 

 

 

 

 

 

 

 

 

1,905

 

Adjusted operating income - non-GAAP

 

$

68,911

 

 

$

55,795

 

 

$

170,380

 

 

$

114,875

 

Adjusted operating margin - non-GAAP

 

 

18.2

%

 

 

15.6

%

 

 

13.5

%

 

 

9.6

%

 


(Continued)

FINANCIAL DATA (UNAUDITED)

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

 

Non-GAAP Financial Measure Disclosures (continued)

Cash provided by operations, is provided for consistency and comparability. We also use free cash flow as a key factor in planning for and consideration of strategic acquisitions and the repayment of debt. This measure should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating results presented in accordance with GAAP. The following table reconciles cash used in operations to free cash use.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
March 31,

 

 

Fiscal Year Ended
March 31,

 

$ in millions

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash provided by operating activities

 

$

147.7

 

 

$

77.7

 

 

$

37.9

 

 

$

9.4

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(3.7

)

 

 

(5.5

)

 

 

(19.1

)

 

 

(21.8

)

Free cash flow (use)*

 

$

144.0

 

 

$

72.2

 

 

$

18.8

 

 

$

(12.4

)

* Differences due to rounding