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Section 1: 8-K/A (8-K/A - DATED 5.8.2019)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 8-K/A
 
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 8, 2019
 
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.)
 
 
 
 
 
899 Cassatt Road, Suite 210
 
19312
Berwyn, Pennsylvania
 
(Zip Code)
(Address of principal executive offices)
 
 
 
(610) 251-1000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o

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. o







EXPLANATORY NOTE
This Form 8-K/A amends the Current Report on Form 8-K of Triumph Group, Inc. (the “Company”) filed on May 8, 2019. This Form 8-K/A is being filed to correct certain information within the presentation included as Exhibit 99.2 to the Form 8-K filed on May 8, 2019. Adjustments were made to pages 8, 14, and 29, and the corrected exhibit is attached as Exhibit 99.2 to this Form 8-K/A.
Specifically, page 8 previously reported FY‘19 EBITDAP Margin for Interior Systems of approximately 13%; the correct margin is approximately 15%.
On page 14, net loss for FY‘19 Q4 should have been $(200) instead of $(207) and net loss for FY‘19 Full Year should have been $(322) instead of $(330). Income Tax (benefit) Expense for FY‘19 Q4 should have been $(8) instead of $(1) and Income Tax (benefit) Expense for FY‘19 Full Year should have been $(5) instead of $2. Pension Income for FY‘19 Full Year should have been $(48) instead of $(47). With regard to the Cash Drivers on page 14, restructuring used $13M in Q4 (instead of $10M) and $31M in FY‘19 (instead of $28M).
On page 29, the EBITDAP adjustment for the adoption of ASU 2017-07 for non-core operations should have been $70 instead of $(70) and, for core operations, should have been $0 instead of $139. The adjusted EBITDAP for Aerospace Structures, non-core operations, should have been $23 instead of $(116) and for Aerospace Structures, core operations, should have been $47 instead of $189. Adjusted EBITDAP for total non-core operations should have been $23 instead of $(116), and Adjusted EBITDAP for total core operations should have been $161 instead of $300.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
Description

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:
May 8, 2019
TRIUMPH GROUP, INC.
 
 
 
 
 
 
By:
/s/ Thomas A. Quigley, III
 
 
 
Thomas A. Quigley, III
 
 
 
Vice President and Controller



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Section 2: EX-99.2 (EXHIBIT 99.2 - FY 2019 Q4 WEBCAST)

tgiq4fy2019presentation0
May 8, 2019 Fourth Quarter FY’19 Earnings Conference Call Daniel J. Crowley President & Chief Executive Officer James F. McCabe Jr. Senior Vice President & Chief Financial Officer


 
Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “project”, “may”, “will”, “should”, “could”, or similar words suggesting future outcomes or outlooks. These forward-looking statements include, but are not limited to, statements of expectations of or assumptions about strategic actions, objectives, expectations, intentions, aerospace market conditions, aircraft production rates, financial and operational performance, revenue and earnings growth and profitability and earnings results. These statements are based on the current projections, expectations and beliefs of Triumph’s management. These forward looking statements involve known and unknown risks, uncertainties and other factors which could cause actual results to differ materially from any expected future results, performance or achievements, including, but not limited to, competitive and cyclical factors relating to the aerospace industry, dependence on some of Triumph’s business from key customers, requirements of capital, uncertainties relating to the integration of acquired businesses, general economic conditions affecting Triumph’s business segments, product liabilities in excess of insurance, technological developments, limited availability of raw materials or skilled personnel, changes in governmental regulation and oversight and international hostilities and terrorism. Further information regarding the important factors that could cause actual results, performance or achievements to differ from those expressed in any forward looking statements can be found in Triumph’s reports filed with the SEC, including in the risk factors described in Triumph’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018. TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 2


 
Overview  Revenue up YOY 5% Full Year − Organic revenue flat Q4 and Full Year − TIS and TPS up organically for the fourth consecutive quarter  Adj. operating margins improved sequentially across all 3 segments  Completed actions de-risk portfolio and position TGI for FY20 and beyond  Issues full year FY20 Revenue, EPS and FCF guidance Delivered on FY 19 financial commitments TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 3


 
Sales Growth Drivers Q4 Full Year FY'18 $897M $3.2B Divestitures (58M) (104M) Global 7500 13M 228M Revenue Recognition 21M 54M Organic TIS 5% 7% Narrow body ramping 737, A320, 787, military platforms Organic TPS 1% 5% Accessory Components Organic TAS Primarily driven by lower business jet revenues (5%) (6%) FY'19 $869M $3.4B Core business units growing organically; Aerospace Structures de-risked TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 4


 
Organic Growth Competitive Wins Customer BU Airframe Structure DROP Test Military UAV TAS • TIS Book to Bill year-over-year: 1.1 Aircraft Design Services Aircraft OEM TAS Component MRO European Airline TPS • TGI Reportable Backlog: $3.8B CFM-56 10-Year Inspection APAC Airline TPS • Organic growth: 4% Type 26 Frigate RMVA Score Marine TIS A320 PTU MRO Major US Carrier TPS Follow-on Business Customer BU Engine Components (Com/Mil) Major Engine OEM TIS T700 Heat Exchangers GE TIS NLG/MLG Retract Actuators Collins Aerospace TIS A320 Engine Repairs APAC Airlines (5) TPS Fleetwide Thrust Reversers US Cargo Airline TPS Partnerships Customer BU Thailand Aviation Talent Partnership Thailand CATC TPS E2 Structural Production Agreement ASTK TAS Continuing focus on Military portfolio and Asian MRO expansion TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 5


 
TGI Path to Value Update Facility Consolidations Rightsizing Organization Portfolio Consolidation • Anticipate ~44% reduction in • Ending headcount is expected to be • Reduce operating units from facilities from 74 to 40 since 2016 ~10,000 in FY20 from 15,600 in FY16 47 to 10, simplifying the structure • 2 more consolidations • Leverage Lean and • Since FY16 divested over ~$560M of sales from near completion Six Sigma programs non-core operating business • Reduced footprint by to improve efficiency • Transfer/transition cash burning programs to ~4 million Sq. Ft. BBD (Global 7500), ASTK (E2) and IAI(G280) further de-risking the business Strategic Partnerships Key Leadership Appointments Supply Chain Improvements • New operational and functional • Supplier count reduced 20% senior leadership in place • Reduced indirect spending 7% and overall • EVP’s for Integrated Systems and supply chain spend by $85M since FY17 Product Support in Q3 • Reinvested savings into program efficiency Turnaround activities positioning Triumph for future long-term success TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 6


 
The Path to a Stronger Triumph… PRODUCT • Accessory Component FY2019 Path to FY2019 Repair Mar As Rptd Value Actions PF Mar * SUPPORT • Interior Refurbishment $0.3B PF FY19 Sales • Structural Component ~18% FY19 EBITDAP Margin Repair • Fuel System Services REVENUE TIS/TPS ~ 5% Shrink to grow in core businesses TIS/TPS ~ 6% FY21 ~21% EBITDAP Margin GROWTH TAS ~ 6% TAS ~ (3%) • Electro-Mechanical Shift toward higher IP and aftermarket INTEGRATED Actuation CONTRACT product offerings $ SYSTEMS MANUFACTURING % ~61% ~ 55% 2.8B • Fluid Power $1.0B PF FY19 Sales • Mechanical Actuation TGI ANNUAL ~15% FY19 EBITDAP Margin • Fuel Systems Adj. EBITDAP Leaner model; increased profits REVENUE* FY21 ~19% EBITDAP Margin • Gear Systems MARGIN ~4% ~ 7% AEROSPACE • Composite Components STRUCTURES • BACKLOG Interiors ~(16%) Increased; profitable backlog ~ 4% • Military Structures GROWTH $1.5B PF FY19 Sales ~5% FY19 EBITDAP Margin • Commercial Structures FY21 ~10% EBITDAP Margin * Proforma represents divestitures completed as of 4/1/18 FY19. See appendix for details. TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 7


 
…Focused on our Core PRODUCT • Accessory Component FY2019 FY2019 Core Repair PF Mar * PF Mar * SUPPORT • Interior Refurbishment $0.3B PF FY19 Sales • Structural Component Repair ~18% FY19 EBITDAP Margin • Fuel System Services TIS/TPS ~ 6% FY21 ~21% EBITDAP Margin REVENUE CORE ~ 6% GROWTH TAS ~ (3%) INTEGRATED • Electro-Mechanical Actuation CONTRACT $ SYSTEMS MANUFACTURING % ~55% Aerospace Structures ~43% 1.6B • Fluid Power $1.0B PF FY19 Sales Strategic Alternatives • Mechanical Actuation TGI ANNUAL ~15% FY19 EBITDAP Margin • Fuel Systems Review Adj. EBITDAP REVENUE* FY21 ~19% EBITDAP Margin • Gear Systems MARGIN ~7% ~10% INTERIOR • Insulation Blankets BACKLOG ~4% ~5% SYSTEMS • Ducting GROWTH • Floor Panels $0.3B PF FY19 Sales • Composite Interior ~15% EBITDAP FY19 Margin Components FY21 ~15% EBITDAP Margin * Proforma represents divestitures completed as of 4/1/18 FY19. Proforma core represents Integrated Systems, Product Support and Interiors businesses.. See appendix for details. TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 8


 
Consolidated Quarterly Results ($ in millions) FY’19 Q4 FY’18 Q4  Organic sales flat Net Sales $869 $897 − Increase in TIS and TPS offset by TAS  FY19 Q4 Adjusted operating income excludes: Operating Loss (189) (310) − $217 Loss on Divestitures − $23M Forward Loss Charges Operating Margin (22)% (35)% − $13M Restructuring Costs  FY18 Q4 Adjusted operating income excludes: Adjusted Operating Income $64 $52 − $345M Goodwill Impairment Charge − $10M Loss on Divestitures Adjusted Operating Margin 7% 6% − $7M Restructuring Costs Portfolio actions have enhanced our operating results TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 9


 
Consolidated Full Year Results • Organic sales flat ($ in millions) FY’19 FY’18 − Increased TIS 7% and TPS 5% offset by TAS Net Sales $3,365 $3,199 • FY19 Adjusted operating income excludes: − $235M Loss on Divestitures Operating Loss (275) (466) − $87M Goodwill Impairment Charge − $87M Forward Loss Charges − $31M Restructuring Costs Operating Margin (8)% (15)% • FY18 Adjusted operating income excludes: − $535M Goodwill Impairment Charge Adjusted Operating Income $166 $143 − $31M Loss on Divestitures − $43M Restructuring Costs Adjusted Operating Margin 5% 4% Growing core revenue – addressed loss-making programs TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 10


 
Integrated Systems Year Over Year Comparison Boeing MQ-25 Highlights Financial • • YTD Book to Bill of 1.1:1 Net sales increase included: − Organic growth ~5% driven by OE volumes in A320, 737 and 787 • Started detailed development work with Boeing on MQ-25 products to be delivered in 2020 • Operating margin decline versus prior year driven by sales mix shift versus prior year, severance costs, investment in military development program • Maryland consolidation completed in 4Q’19 work and costs relating to ongoing consolidation • Program investment, severance and consolidation costs impact on margin was 270 bps • Sequential margin improved 100 bps Growing topline – investments and restructuring will benefit FY20 margins TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 11


 
Product Support Year Over Year Comparison Triumph Group to Partner with Thailand’s CATC to Foster Aviation Training Development Highlights Financial • Completed portfolio restructuring activities • Net sales change included: − Sale of NAAS business − Organic growth up 1% due to US decline ~1%, Asia up 4.5% on − Consolidation of Interior product line facilities higher sales from key customers and on-site service repair • Executed MOU with Thailand’s Civil Aviation Training • Operating margin comparable, excluding restructuring costs Center to foster aviation training in Southeast Asia achieved 20% on lower SG&A costs, improved product mix and cost reduction activities • Awarded as key supplier of thrust reversers and actuation for major US based freight carrier Partnering to Expand Global Reach TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 12


 
Aerospace Structures Year Over Year Comparison Bell 525 Highlights • Completed key strategic transformation actions Financial − Transferred Global 7500 program • Net sales decrease − Completed divestiture of Machining and Fabrication − Organic decline of (5%) due to lower business jet revenue • Strengthened Backlog • Margins impacted by net unfavorable cumulative catch-up adjustments on long term contracts of ($11M), primarily ($27M) − Executed agreement with IAI for G280 program exit on G280 and partially by $4M on E2 Jet and severance costs − Executed agreement to assign E2 contract to ASTK − Adjusting for the above identified cumulative catch-ups and − Achieved contract value increase on Bell 525 program severance Adjusted Operating Margin is 5% Well positioned to compete in FY20 TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 13


 
Free Cash Flow Walk Consolidated ($ in millions) FY’19 Q4 FY’19 Full Year Net loss $ (200) $ (322) Cash Drivers Non-cash items:  Depreciation & Amortization 36 150 Restructuring used $13M in Q4, $31M FY19 Interest Expense & Other 29 115  FY19 Net working capital growth of $197M driven by: Amortization of Acquired Contracts (19) (67) Loss on divestitures 217 235 − Cash use on Global 7500 of $230M YTD Adoption of ASU 2017-07 (Pension Acctg.) -- 87 Pension Income (13) (48) OPEB Income (2) (10) Income Tax (benefit) Expense (8) (5) Cash uses: Working Capital Change 26 (197) See Appendix for reconciliation of cash used in operations to free cash use Interest Payments (37) (100) Capital Expenditures (12) (47) OPEB Payments (6) (15) Tax Refunds, net (4) 3 Free Cash flow/(Use) $ 7 $ (221) Positive free cash flow in Q4 FY19 TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 14


 
Net Debt & Liquidity ($ in millions) FY’19 Q4 Cash $ (93)  Cash and Availability ~ $547M $750M Revolving Credit Facility 215  Senior Secured Leverage Ratio ~1.12x vs. 3.5x $125M Receivable Securitization Facility 81  Capital Leases 31 Interest Coverage Ratio ~ 2.70x vs. 2.25x  2013 Senior Notes Due 2021 375 Proceeds of recent announced divestitures are reflected 2014 Senior Notes Due 2022 300 2017 Senior Notes Due 2025 500 Net Debt $ 1,409 Sufficient liquidity & covenant compliant TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 15


 
FY’20 Guidance TGI Guidance Revenue $2.8B – $2.9B EPS* $2.35 – $2.95 FCF $0M – $50M Capex $50M - $60M Effective Tax Rate** ~21% * Includes pension income **Represents the normalized tax rate which has the potential to be reduced through partial release of the valuation allowance Business is more focused with core growth improved margins and FCF TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 16


 
FY’20 Cash Flow Guidance TGI Guidance Cash from operations $50M – $110M Capex $50M - $60M FCF $0M – $50M Advance Liquidations ($80M) See Appendix for reconciliation of cash used in operations to free cash use De-risked portfolio fuels performance TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 17


 
Concluding Remarks • Delivered on FY'19 commitments • Guiding positive Free Cash Flow in FY'20 • Restructuring in FY'16 - 19 sets foundation for EPS growth in FY'20 - 22 TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 18


 
Our Vision Our Mission Our Values We aspire to be the premier design, As One Team, we partner with our Integrity manufacturing and support company customers to triumph over the hardest Continuous Improvement whose comprehensive capabilities, aerospace, defense and industrial integrated processes and innovative challenges, enabling us to deliver value Teamwork employees advance the safety and to our shareholders. Innovation prosperity of the world. Act with Velocity TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 19


 
Appendix TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 20


 
Top Programs Integrated Systems Aerospace Structures Boeing 737 Gulfstream Airbus A320, A321 Boeing 767, Tanker Boeing 787 Boeing 747 Boeing AH-64 Boeing 787 Sikorsky UH60 Boeing 737 Boeing CH-47 Boeing 777 Sikorsky CH53 Airbus A330, A340 Boeing V-22 Airbus A350 Lockheed Martin C-130 NG Global Hawk Boeing 777 Boeing V-22 Represents 72% of Represents 96% of Integrated Systems backlog Aerospace Structures backlog TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 21


 
Supplemental Data Pension/OPEB Analysis ($ in millions) FY’19 FY’20 Pension Expense (Income) ^ ≈ ($51) ≈ ($45) Cash Pension Contribution ≈ $5 ≈ $2 OPEB Expense (Income) ^ ≈ ($10) ≈ ($11) Cash OPEB Contribution ≈ $12 ≈ $11 ^ Excludes impact from one-time adjustments such as curtailments, settlements or special termination benefits. TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 22


 
Non-GAAP Disclosure FINANCIAL DATA (UNAUDITED) TRIUMPH GROUP, INC. AND SUBSIDIARIES (dollars in thousands) Non-GAAP Financial Measures Disclosures Adjusted income from continuing operations, before income taxes, adjusted income from continuing operations and adjusted income from continuing operations diluted per share, before non-recurring costs has 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, 2019 Pre-tax After-tax Diluted EPS Loss from Continuing Operations- GAAP $ (207,777) $ (199,612) $ (4.01) Adjustments: Loss on divestitures 217,464 217,464 4.37 Curtailment & settlement, net 4,165 4,165 0.08 E2 Jet program forward loss reduction (3,700) (3,700) (0.07) G280 program forward loss charge 26,548 26,548 0.53 Restructuring costs 12,892 12,892 0.26 Adjusted Income from Continuing Operations- non-GAAP $ 49,592 $ 57,757 $ 1.15 Twelve Months Ended March 31, 2019 Pre-tax After-tax Diluted EPS Loss from Continuing Operations- GAAP $ (327,193) $ (321,767) $ (6.47) Adjustments: Adoption of ASU 2017-07 87,241 87,241 1.76 Loss on divestitures 235,301 235,301 4.73 Curtailment & settlement, net 4,165 4,165 0.08 Global 7500 forward loss charge 60,424 60,424 1.21 E2 Jet program forward loss charge 5,462 5,462 0.11 G280 program forward loss charge 29,064 29,064 0.58 Reduction of prior Gulfstream forward loss (7,624) (7,624) (0.15) Restructuring costs 31,098 31,098 0.62 Refinancing costs 1,281 1,281 0.03 Adjusted Income from Continuing Operations- non-GAAP $ 119,219 $ 124,645 $ 2.49 TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 23


 
Non-GAAP Disclosure FINANCIAL DATA (UNAUDITED) TRIUMPH GROUP, INC. AND SUBSIDIARIES (dollars in thousands) Non-GAAP Financial Measures Disclosures Adjusted income from continuing operations, before income taxes, adjusted income from continuing operations and adjusted income from continuing operations diluted per share, before non-recurring costs has 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, 2018 Pre-tax After-tax Diluted EPS Loss from Continuing Operations- GAAP $ (307,173) $ (304,830) $ (6.16) Adjustments: Goodwill Impairment 345,000 341,970 6.91 Loss on divestitures 10,370 10,370 0.21 Curtailment & settlement, net (11,146) (8,694) (0.17) Restructuring costs (non-cash) 467 364 0.01 Restructuring costs (cash) 6,319 4,929 0.10 Adjusted Income from Continuing Operations- non-GAAP $ 43,837 $ 44,109 $ 0.89 * Twelve Months Ended March 31, 2018 Pre-tax After-tax Diluted EPS Loss from Continuing Operations- GAAP $ (461,848) $ (425,391) $ (8.60) Adjustments: Goodwill Impairment 535,227 523,510 10.59 Loss on divestitures 30,741 30,741 0.62 Curtailment & settlement, net (25,722) (17,491) (0.35) Refinancing costs 1,986 1,350 0.03 Restructuring costs (non-cash) 3,005 2,043 0.04 Restructuring costs (cash) 40,069 27,247 0.55 Estimated impact of Tax Reform 0 (22,398) (0.45) Adjusted Income from Continuing Operations- non-GAAP $ 123,458 $ 119,611 $ 2.41 * * Difference due to rounding. TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 24


 
Non-GAAP Disclosure FINANCIAL DATA (UNAUDITED) TRIUMPH GROUP, INC. AND SUBSIDIARIES (dollars in thousands) The following table reconciles our Operating income to Adjusted Operating income as noted on previous slides Three Months Ended Twelve Months Ended March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Operating Loss - GAAP $ (189,197) $ (310,437) $ (274,679) $ (465,640) Adjustments: Goodwill & tradename impairments - 345,000 87,241 535,227 Restructuring costs (non-cash) - 467 - 3,005 Restructuring costs (cash) 12,892 6,319 31,098 40,069 Loss on divestitures 217,464 10,370 235,301 30,741 Forward loss charges, net 22,848 - 87,326 - Adjusted Operating Income-non-GAAP $ 64,007 $ 51,719 $ 166,287 $ 143,402 TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 25


 
Non-GAAP Disclosure (Continued) FINANCIAL DATA (UNAUDITED) TRIUMPH GROUP, INC. AND SUBSIDIARIES (dollars in thousands) Non-GAAP Financial Measures 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 provided by operations to free cash flow. Three Months Ended Twelve Months Ended March 31, March 31, 2019 2019 2018 Cash flow from operations $ 18,812 $ (174,325) $ (288,894) Less: Capital expenditures (12,276) (47,099) (42,050) Free cash flow $ 6,536 $ (221,424) $ (330,944) The Company provides cash flow guidance on non-GAAP basis adjusting capital expenditures from cash from operations to arrive at free cash flow. The following table reconciles cash from operations on a GAAP basis to free cash flow guidance. FY 20 Cash Flow Guidance Range Cash flow from operations $50,000 - $110,000 Less: Capital expenditures $50,000 - $60,000 Free cash flow $0 - $50,000 We use "Net Debt to Capital" as a measure of financial leverage. The following table sets forth the computation of Net Debt to Capital: March 31, March 31, 2019 2018 Calculation of Net Debt Current portion $ 8,201 $ 16,527 Long-term debt 1,480,620 1,421,757 Total debt 1,488,821 1,438,284 Plus: Deferred debt issuance costs 13,170 11,752 Less: Cash (92,807) (35,819) Net debt $ 1,409,184 $ 1,414,217 Calculation of Capital Net debt $ 1,409,184 $ 1,414,217 Stockholders' (deficit) equity (573,312) 450,534 Total capital $ 835,872 $ 1,864,751 Percent of net debt to capital 168.6% 75.8% TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 26


 
Non-GAAP Disclosure The following includes a discussion of our consolidated and business segment results of operations. The Company’s diverse structure and customer base do not allow 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 quarterly unaudited financial statements prepared in accordance with U.S. GAAP. In accordance with Securities and Exchange Commission (the "SEC") guidance on Compliance and Disclosure Interpretations, 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 from continuing operations before interest, income taxes, amortization of acquired contract liabilities, legal settlements, depreciation and amortization; and Adjusted EBITDAP, which is Adjusted EBITDA, before pension. 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 it is net income. In calculating Adjusted EBITDA and Adjusted EBITDAP, we exclude from net income (loss) the financial items that we believe should be separately identified to provide additional analysis of the financial components of the day-to-day operation of our business. We have outlined below the type and scope of these exclusions and the material limitations on the use of these non-GAAP financial measures as a result of these exclusions. Adjusted EBITDA and Adjusted EBITDAP are not measurements of financial performance under U.S. GAAP and should not be considered as a measure of liquidity, as an alternative to net income (loss), 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 income (loss) or 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 income (loss) set forth below, in our earnings releases and in other filings with the SEC and to carefully review the U.S. GAAP financial information included as part of our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K that are filed with the SEC, as well as our quarterly earnings releases, and compare the U.S. GAAP financial information with our Adjusted EBITDA and Adjusted EBITDAP. Adjusted EBITDA and Adjusted EBITDAP are used by management to internally measure our operating and management performance and by investors as a supplemental financial measure to evaluate the performance of our business that, when viewed with our U.S. GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors and trends affecting our business. We have spent more than 20 years expanding our product and service capabilities, partially through acquisitions of complementary businesses. Due to the expansion of our operations, which included acquisitions, our income from continuing operations has included significant charges for depreciation and amortization. Adjusted EBITDA and Adjusted EBITDAP exclude these charges and provides 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 non-cash charges, such as depreciation and amortization, and non-operating 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. TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 27


 
Non-GAAP Disclosure Set forth below are descriptions of the financial items that have been excluded from our net income to calculate Adjusted EBITDA and Adjusted EBITDAP and the material limitations associated with using these non-GAAP financial measures as compared to net income (loss) or income from continuing operations: • Divestitures may be useful for investors to consider because they reflect gains or losses from sale of operating units. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations. • Legal settlements may be useful for investors to consider because it reflects gains or losses from disputes with third parties. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations. • Non-service defined benefit income from our pension and other postretirement benefit plans (inclusive of the adoption of ASU 2017-07) may be useful for investors to consider because they represent the cost of post retirement 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 (expenses) 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 non-cash 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 (including 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 product rights and licenses. 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. • The amount of interest expense and other 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 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 only to supplement our U.S. GAAP results and to provide additional information that is useful to gain an understanding of the factors and trends affecting our business. The unaudited pro forma condensed financial data for the fiscal year ended March 31, 2019 assumes that the completed transition of the Global 7500 Program, as well as the combined effect of the fiscal 2019 divestitures all took place on April 1, 2018. Triumph’s unaudited consolidated statements of operations for the fiscal year ended March 31, 2019 have been adjusted to remove the financial results of the Global 7500 Program, as well as the combined financial results of the fiscal 2019 divestitures. TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 28


 
Non-GAAP Disclosure Fiscal year ended Fiscal year ended Fiscal year ended March 31, 2019 Completed March 31, 2019 Non-core March 31, 2019 ($ in millions) (Unaudited) Divestitures Pro Forma Operations Core Operations Integrated Systems $ 1,043 $ - $ 1,043 $ - $ 1,043 Aerospace Structures 2,062 529 1,533 1,214 319 Product Support 284 31 253 - 253 Eliminations (24) - (24) - (24) Net Sales 3,365 560 2,805 1,214 1,591 Integrated Systems $ 158 $ - $ 158 $ - $ 158 Aerospace Structures (152) (92) (60) (96) 35 Product Support 43 2 42 - 42 Corporate (323) (235) (88) - (88) Operating Income (275) (325) 51 (96) 146 Integrated Systems $ 29 $ - $ 29 $ - $ 29 Aerospace Structures 111 18 94 82 11 Product Support 6 1 5 - 5 Corporate 3 - 3 - 3 Depreciation & Amortization 150 19 131 82 48 Integrated Systems $ (34) $ - $ (34) $ - $ (34) Aerospace Structures (33) - (33) (33) - Amortization of acquired contract liabilities (67) - (67) (33) (34) Other EBITDAP Adjustments Loss on divestitures (1) $ 235 $ 235 $ - $ - $ - Adoption of ASU 2017-07 (2) 87 18 70 70 - Integrated Systems $ 153 $ - $ 153 $ - $ 153 Aerospace Structures 13 (57) 70 23 47 Product Support 50 3 46 - 46 Corporate (85) - (85) - (85) Adjusted EBITDAP 130 (53) 184 23 161 Cash flow used in (provided by) operations $ (174) $ (234) $ 60 $ (64) $ 124 Capital expenditures (47) (3) (44) (24) (20) Free cash flow (use) $ (221) $ (237) $ 16 $ (87) $ 104 Notes> All amounts are unaudited (1) Adjustment included in Corporate results (2) Adjustment included in Aerospace Structures results TRIUMPH GROUP / Q4 FY’19 / MAY 8, 2019 29


 


 
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