TRIUMPH GROUP INC - Quarter Report: 2022 September (Form 10-Q)

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 September 30, 2022


☐	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.)




899 Cassatt Road, Suite 210, Berwyn, PA					19312
(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 November 4, 2022, was 65,000,903.

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 September 30, 2022 and March 31, 2022	1
	Condensed Consolidated Statements of Operations - Three and six months ended September 30, 2022 and 2021	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and six months ended September 30, 2022 and 2021	3
	Condensed Consolidated Statements of Stockholders' Deficit - Three and six months ended September 30, 2022 and 2021	4
	Condensed Consolidated Statements of Cash Flows - Six months ended September 30, 2022 and 2021	6
	Notes to Condensed Consolidated Financial Statements - September 30, 2022	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

Part II. Other Information		38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
Signatures		39

TRIUMPH GROUP, INC.

Condensed Consolidated Balance Sheets

(unaudited)

(Dollars in thousands, except per share data)


	September 30,			March 31,
	2022			2022
ASSETS
Current assets:
Cash and cash equivalents	$	104,450		$	240,878
Trade and other receivables, less allowance for credit losses of $8,334 and $7,940		177,286			178,663
Contract assets		101,974			101,828
Inventory, net		398,075			361,692
Prepaid expenses and other current assets		17,554			19,903
Assets held for sale		—			60,104
Total current assets		799,339			963,068
Property and equipment, net		160,862			169,050
Goodwill		500,814			513,722
Intangible assets, net		78,870			84,850
Other, net		28,389			30,476
Total assets	$	1,568,274		$	1,761,166
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt	$	2,849		$	3,268
Accounts payable		154,588			161,534
Contract liabilities		42,475			171,763
Accrued expenses		155,950			208,059
Liabilities related to assets held for sale		—			57,519
Total current liabilities		355,862			602,143
Long-term debt, less current portion		1,587,933			1,586,222
Accrued pension and other postretirement benefits		273,529			301,303
Deferred income taxes		7,386			7,213
Other noncurrent liabilities		45,667			51,708
Stockholders' deficit:
Common stock, $.001 par value, 100,000,000 shares authorized, 64,980,483 and 64,629,279 shares issued; 64,980,483 and 64,614,382 shares outstanding		65			64
Capital in excess of par value		975,530			973,112
Treasury stock, at cost, 0 and 14,897 shares		—			(96	)
Accumulated other comprehensive loss		(476,733	)		(463,354	)
Accumulated deficit		(1,200,965	)		(1,297,149	)
Total stockholders' deficit		(702,103	)		(787,423	)
Total liabilities and stockholders' deficit	$	1,568,274		$	1,761,166

See accompanying notes to condensed consolidated financial statements.

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Operations

(unaudited)

(Dollars in thousands, except per share data)


	Three Months Ended September 30,						Six Months Ended September 30,
	2022			2021			2022			2021
Net sales	$	307,600		$	357,396		$	656,984		$	754,042
Operating costs and expenses:
Cost of sales (exclusive of depreciation shown separately below)		208,062			262,335			480,462			556,013
Selling, general and administrative		60,418			54,108			112,163			110,359
Depreciation and amortization		8,685			12,945			18,491			28,376
Restructuring		2,152			3,897			2,851			8,382
(Gain) loss on sale of assets and businesses		(103,883	)		7,660			(103,883	)		13,629
		175,434			340,945			510,084			716,759
Operating income		132,166			16,451			146,900			37,283
Non-service defined benefit income		(8,563	)		(10,449	)		(17,149	)		(8,727	)
Debt extinguishment loss		—			—			—			9,689
Interest expense and other, net		32,453			34,183			64,365			72,741
Income (loss) from continuing operations before income taxes		108,276			(7,283	)		99,684			(36,420	)
Income tax expense		1,750			1,787			3,500			3,001
Net income (loss)	$	106,526		$	(9,070	)	$	96,184		$	(39,421	)
Earnings (loss) per share—basic:
Net income (loss)	$	1.64		$	(0.14	)	$	1.48		$	(0.61	)
Weighted average common shares outstanding—basic		65,036			64,545			64,946			64,427
Earnings (loss) per share—diluted:
Net income (loss)	$	1.63		$	(0.14	)	$	1.47		$	(0.61	)
Weighted average common shares outstanding—diluted		65,282			64,545			65,318			64,427

See accompanying notes to condensed consolidated financial statements.

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited)

(Dollars in thousands)


	Three Months Ended September 30,						Six Months Ended September 30,
	2022			2021			2022			2021
Net income (loss)	$	106,526		$	(9,070	)	$	96,184		$	(39,421	)
Other comprehensive (loss) income:
Foreign currency translation adjustment		(12,433	)		(5,692	)		(22,815	)		(2,943	)
Defined benefit pension plans and other postretirement benefits:
Amounts arising during the period - net of tax expense
Actuarial gain, net of taxes of $0, $0, $0, and $0, respectively		—			97			—			10,440
Reclassification to net income (loss) - net of expense
Amortization of net loss, net of taxes of $0, $0, $0, and $0, respectively		6,574			8,533			13,148			17,011
Recognized prior service (credits) cost, net of taxes of $0, $0, $0, and $0, respectively		(1,250	)		2,576			(2,501	)		4,384
Total defined benefit pension plans and other postretirement benefits income, net of taxes		5,324			11,206			10,647			31,835
Cash flow hedges:
Unrealized gain (loss) arising during the period, net of tax expense of $0, $0, $0, and $0, respectively		210			(1,613	)		(261	)		(3,333	)
Reclassification of (loss) gain included in net earnings, net of tax expense of $0, $0, $0, and $0, respectively		(583	)		414			(950	)		1,428
Net unrealized loss on cash flow hedges, net of tax		(373	)		(1,199	)		(1,211	)		(1,905	)
Total other comprehensive (loss) income		(7,482	)		4,315			(13,379	)		26,987
Total comprehensive income (loss)	$	99,044		$	(4,755	)	$	82,805		$	(12,434	)

See accompanying notes to condensed consolidated financial statements.

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Stockholders' Deficit

For the three and six months ended September 30, 2022

(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, 2022	64,614,382	$64	$973,112	$(96)	$(463,354)	$(1,297,149)	$(787,423)
Net loss	—	—	—	—	—	(10,342)	(10,342)
Foreign currency translation adjustment	—	—	—	—	(10,382)	—	(10,382)
Pension liability adjustment, net of income taxes of $0	—	—	—	—	5,323	—	5,323
Change in fair value of foreign currency hedges, net of income taxes of $0	—	—	—	—	(838)	—	(838)
Share-based compensation	471,676	1	1,656	—	—	—	1,657
Repurchase of shares for share-based compensation minimum tax obligation	(172,282)	—	—	(3,442)	—	—	(3,442)
Retirement of treasury shares	—	—	(3,538)	3,538	—	—	—
Employee stock purchase plan	6,605	—	160	—	—	—	160
June 30, 2022	64,920,381	$65	$971,390	$—	$(469,251)	$(1,307,491)	$(805,287)
Net income	—	—	—	—	—	106,526	106,526
Foreign currency translation adjustment	—	—	—	—	(12,433)	—	(12,433)
Pension liability adjustment, net of income taxes of $0	—	—	—	—	5,324	—	5,324
Change in fair value of foreign currency hedges, net of income taxes of $0	—	—	—	—	(373)	—	(373)
Share-based compensation	51,426	—	3,970	—	—	—	3,970
Repurchase of shares for share-based compensation minimum tax obligation	(4,022)	—	—	(48)	—	—	(48)
Retirement of treasury shares	—	—	—	48	—	—	48
Employee stock purchase plan	12,698	—	170	—	—	—	170
September 30, 2022	64,980,483	$65	$975,530	$—	$(476,733)	$(1,200,965)	$(702,103)

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Stockholders' Deficit

For the three and six months ended September 30, 2021

(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, 2021	64,185,001	$64	$978,272	$(12,606)	$(530,192)	$(1,254,391)	$(818,853)
Net loss	—	—	—	—	—	(30,351)	(30,351)
Foreign currency translation adjustment	—	—	—	—	2,749	—	2,749
Pension liability adjustment, net of income taxes of $0	—	—	—	—	20,629	—	20,629
Change in fair value of foreign currency hedges, net of income taxes of $0	—	—	—	—	(706)	—	(706)
Share-based compensation	355,821	—	(11,505)	13,975	—	—	2,470
Repurchase of shares for share-based compensation minimum tax obligation	(116,796)	—	—	(2,336)	—	—	(2,336)
Employee stock purchase plan	9,794	—	(235)	407	—	—	172
June 30, 2021	64,433,820	$64	$966,532	$(560)	$(507,520)	$(1,284,742)	$(826,226)
Net loss	—	—	—	—	—	(9,070)	(9,070)
Foreign currency translation adjustment	—	—	—	—	(5,692)	—	(5,692)
Pension liability adjustment, net of income taxes of $0	—	—	—	—	11,206	—	11,206
Change in fair value of foreign currency hedges, net of income taxes of $0	—	—	—	—	(1,199)	—	(1,199)
Share-based compensation	196,674	1	1,480	1,256	—	—	2,737
Repurchase of shares for share-based compensation minimum tax obligation	(36,824)	—	—	(782)	—	—	(782)
Employee stock purchase plan	7,683	—	78	79	—	—	157
September 30, 2021	64,601,353	$65	$968,090	$(7)	$(503,205)	$(1,293,812)	$(828,869)

See accompanying notes to condensed consolidated financial statements.

TRIUMPH GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)


	Six Months Ended September 30,
	2022			2021
Operating Activities
Net income (loss)	$	96,184		$	(39,421	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		18,491			28,376
Amortization of acquired contract liability		(1,390	)		(2,707	)
(Gain) loss on sale of assets and businesses		(103,883	)		13,629
Curtailments, settlements, and special termination benefits loss, net		—			20,046
Other amortization included in interest expense		3,140			5,602
Provision for credit losses		383			320
Share-based compensation		5,530			5,072
Changes in other assets and liabilities, excluding the effects of acquisitions and divestitures:
Trade and other receivables		(5,799	)		8,268
Contract assets		(10,910	)		(9,640	)
Inventories		(39,324	)		1,783
Prepaid expenses and other current assets		756			2,292
Accounts payable, accrued expenses, and contract liabilities		(58,487	)		(190,152	)
Accrued pension and other postretirement benefits		(17,073	)		(27,852	)
Other, net		6			(1,142	)
Net cash used in operating activities		(112,376	)		(185,526	)
Investing Activities
Capital expenditures		(7,167	)		(7,481	)
(Payments on) proceeds from sale of assets and businesses		(6,161	)		185,622
Investment in joint venture		—			(2,101	)
Purchase of facility related to divested businesses		—			(21,550	)
Net cash (used in) provided by investing activities		(13,328	)		154,490
Financing Activities
Retirement of debt and finance lease obligations		(1,809	)		(353,513	)
Premium on redemption of First Lien Notes		—			(7,489	)
Repurchase of shares for share-based compensation minimum tax obligation		(3,490	)		(3,118	)
Net cash used in financing activities		(5,299	)		(364,120	)
Effect of exchange rate changes on cash		(5,425	)		(604	)
Net change in cash and cash equivalents		(136,428	)		(395,760	)
Cash and cash equivalents at beginning of period		240,878			589,882
Cash and cash equivalents at end of period	$	104,450		$	194,122

See accompanying notes to condensed consolidated financial statements.

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 and six months ended September 30, 2022 and 2021, are not necessarily indicative of results that may be expected for the year ending March 31, 2023. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2022 audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended March 31, 2022, filed with the Securities and Exchange Commission (the "SEC") on May 23, 2022.

Triumph is a Delaware corporation that, through its operating subsidiaries, designs, engineers, manufactures, and sells products for 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 Aerospace Structures.

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. Systems & Support also provides full life cycle solutions for commercial, regional, and military aircraft. The Company’s extensive product and service offerings include full post-delivery value chain services that simplify the maintenance, repair, and overhaul (“MRO”) supply chain. Through its ground support equipment maintenance, component MRO, and post-production supply chain activities, Systems & Support is positioned to provide integrated planeside repair solutions globally. Capabilities include repair services for metallic and composite aircraft structures; nacelles; thrust reversers; interiors; auxiliary power units; and a wide variety of pneumatic, hydraulic, fuel, and mechanical accessories. Repair services generally involve the replacement and/or remanufacturing of parts, which is similar to the original manufacture of the part. The processes that the Company performs related to repair and overhaul services are essentially the repair of wear parts or the replacement of parts that are beyond economic repair. The repair service generally involves remanufacturing a complete part or a component of a part.

Aerospace Structures consists of the Company’s operations that supply commercial, business, and regional manufacturers with large metallic and composite structures and aircraft interior systems, including air ducting and thermal acoustic insulations systems. Products include wings; wing boxes; fuselage panels; horizontal and vertical tails; subassemblies such as floor grids; and aircraft interior systems, including air ducting and thermal acoustic insulation systems. Aerospace Structures also has the capability to engineer detailed structural designs in metal and composites. Capabilities include advanced composite and interior structures, joining processes such as welding, and conventional mechanical fasteners. Subsequent to the divestitures disclosed in Note 3, the remaining operations of Aerospace Structures 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP 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.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

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

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

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, asset utilization, and anticipated labor agreements.

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 given the increased uncertainties surrounding the severity and duration of the impacts of the COVID-19 pandemic; however, actual results could differ materially from those estimates.

For the three months ended September 30, 2022, cumulative catch-up adjustments resulting from changes in contract values and estimated costs that arose during the fiscal year increased net sales, operating income, net income, and earnings per diluted share by approximately $867, $9,422, $9,422, and $0.14, respectively. For the three months ended September 30, 2021, cumulative catch-up adjustments resulting from changes in estimates increased revenue by approximately $3,066 and decreased operating loss, net loss, and loss per share by approximately $7,455, $7,455, and $0.12, respectively.

For the six months ended September 30, 2022, cumulative catch-up adjustments resulting from changes in contract values and estimated costs that arose during the fiscal year increased net sales, operating income, net income, and earnings per diluted share by approximately $11,993, $19,495, $19,495, and $0.30, respectively. For the six months ended September 30, 2021, cumulative catch-up adjustments resulting from changes in estimates increased revenue by approximately $6,375, and decreased operating loss, net loss, and loss per share by approximately $16,910, $16,910, and $0.26, respectively.

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 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 16% and 17% of total trade accounts receivable as of September 30, 2022 and March 31, 2022, respectively. Trade and other accounts receivable from Daher Aerospace Inc. ("Daher") include receivables that largely correspond with payables associated with transition services and represented approximately 17% as of September 30, 2022. Trade and other accounts receivable from Daher were not signifcant as of March 31, 2022. The Company had no other concentrations of credit risk of more than 10%.

Sales to Boeing for the six months ended September 30, 2022, were $189,311, or 29% of net sales, of which $89,825 and $99,486 were from Systems & Support and Aerospace Structures, respectively. Sales to Boeing for the six months ended September 30, 2021, were $273,426, or 36% of net sales, of which $82,988 and $190,439 were from Systems & Support and Aerospace Structures, 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.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

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 or disclosed 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 comparing the carrying value of assets held for sale with the related fair value less cost to sell (see Note 3), 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

In November 2021, the Company entered into an agreement with the DOT under the AMJP for a grant of up to $21,259. The receipt of the full award was primarily conditioned upon the Company committing to not furlough or lay off a defined group of employees during the six-month period of performance between November 2021 and May 2022. The Company received approximately $19,400 under the agreement, and, in July, received a letter from the DOT confirming that the Company had satisfied the reporting requirements under the AMJP. In the six months ended September 30, 2022, the Company recognized as a reduction in cost of sales approximately $5,300 representing the final balance of the earned grant benefit.

For the six months ended September 30, 2022, the Company paid $2,619 for income taxes, net of income tax refunds received. For the six months ended September 30, 2021, the Company paid $1,760 for income taxes, net of income tax refunds received.

3. DIVESTED OPERATIONS AND ASSETS HELD FOR SALE

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. Upon the completion of the sale of the Stuart manufacturing operations, the Company recognized a gain of approximately $99,200, net of transaction costs. The purchase price included the assumption of certain liabilities of the Company; no cash proceeds were received in the transaction. The operating results of the Stuart, Florida, manufacturing operations are included within the Aerospace Structures reportable segment through the date of divestiture.

In the three months ended September 30, 2022, the Company recognized a gain of approximately $4,500 from working capital settlements related to the fiscal 2022 divestitures described below.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

Fiscal 2022 Divestitures

In May 2020, the Company’s Board of Directors committed to a plan to sell its composites manufacturing operations located in Milledgeville, Georgia and Rayong, Thailand. In August 2020, the Company entered into a definitive agreement with the buyer of the composites manufacturing operations in Georgia and Thailand. In February 2021, the Company entered into a definitive agreement to sell its large structure manufacturing operations in Red Oak, Texas, to the same buyer of the Milledgeville and Rayong composites manufacturing operations. These transactions closed in May 2021. Upon the completion of the sale of the composites and large structure manufacturing operations, the Company received proceeds of approximately $155,000 net of the purchase of a facility related to the divestiture and other transaction costs and recognized an additional loss of approximately $6,000, which is presented on the accompanying condensed consolidated statements of operations within loss on sale of assets and businesses for the three months ended June 30, 2021. The loss was primarily the result of changes in the working capital balances of the disposal group from March 31, 2021, to the date of divestiture. The operating results of these related operations are included within the Aerospace Structures reportable segment through the date of divestiture. As a result of the completed sale of these manufacturing operations, the Company recognized a pension curtailment charge of approximately $16,000 during the three months ended June 30, 2021.

In August 2021, the Company's Board of Directors committed to a plan to sell and license certain legacy product lines of the Company's Staverton, United Kingdom operations. The transaction includes the existing facility and select product lines associated with the site. The transaction closed in October 2021 for net proceeds of approximately $34,000, and the effect on earnings was insignificant. The operating results of the Staverton, United Kingdom, manufacturing operations were included within the Systems & Support reportable segment through the date of divestiture.

As a result of the fiscal 2022 divestitures described above, including routine closing working capital adjustments, the Company recognized losses of approximately $8,000 in the three months ended September 30, 2021.

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 upon 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, Segments.

The following table shows disaggregated net sales satisfied overtime and at a point in time (excluding intercompany sales) for the three and six months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Systems & Support
Satisfied over time	$	111,718	$	114,683	$	232,436	$	233,664
Satisfied at a point in time		161,613		132,582		295,015		270,804
Revenue from contracts with customers		273,331		247,265		527,451		504,468
Amortization of acquired contract liabilities		867		1,493		1,390		2,695
Total revenue		274,198		248,758		528,841		507,163

Aerospace Structures
Satisfied over time	$	28,456	$	97,633	$	118,048	$	227,156
Satisfied at a point in time		4,946		11,005		10,095		19,711
Revenue from contracts with customers		33,402		108,638		128,143		246,867
Amortization of acquired contract liabilities		—		—		—		12
Total revenue		33,402		108,638		128,143		246,879
	$	307,600	$	357,396	$	656,984	$	754,042

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 and six months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Systems & Support
OEM Commercial	$	94,605	$	59,347	$	172,625	$	118,586
OEM Military		61,399		72,317		118,335		149,012
MRO Commercial		65,078		49,618		125,117		105,465
MRO Military		44,960		54,204		95,906		113,316
Non-aviation		7,289		11,779		15,468		18,089
Revenue from contracts with customers		273,331		247,265		527,451		504,468
Amortization of acquired contract liabilities		867		1,493		1,390		2,695
Total revenue	$	274,198	$	248,758	$	528,841	$	507,163

Aerospace Structures
OEM Commercial	$	33,241	$	104,462	$	123,760	$	226,154
OEM Military		24		1,210		52		13,861
MRO Commercial		—		2,966		3,144		5,782
MRO Military		—		—		—		1,052
Non-aviation		137		—		1,187		18
Revenue from contracts with customers		33,402		108,638		128,143		246,867
Amortization of acquired contract liabilities		—		—		—		12
Total revenue		33,402		108,638		128,143		246,879
	$	307,600	$	357,396	$	656,984	$	754,042

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 and six months ended September 30, 2022 and 2021, 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.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

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:


	September 30, 2022			March 31, 2022			Change
Contract assets	$	101,974		$	101,893		$	81
Contract liabilities		(43,385	)		(172,862	)		129,477
Net contract asset (liability)	$	58,589		$	(70,969	)	$	129,558

During the six months ended September 30, 2022, the Company recognized revenue due to changes in estimates associated with performance obligations satisfied or partially satisfied in previous periods of $11,993. The change in contract assets was not significant in the six months ended September 30, 2022. The change in contract liabilities is the result of revenue recognized in excess of the receipt of additional customer advances as well as the extinguishment of approximately $103,803 of customer advance repayment obligations that were assumed by the buyer of the Stuart, Florida, manufacturing operations. For the six months ended September 30, 2022, the Company recognized $31,482 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 for OEMs. A single contract may contain multiple performance obligations consisting of both recurring and nonrecurring elements.

As of September 30, 2022, 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	$	1,325,232	$	769,902	$	534,772	$	20,558	$	—

5. INVENTORIES

Inventories are stated at the lower of cost (average-cost or specific-identification methods) or market. The components of inventories are as follows:


	September 30, 2022		March 31, 2022
Raw materials	$	51,273	$	44,841
Work-in-process, including manufactured and purchased components		298,273		269,368
Finished goods		21,981		19,472
Rotable assets		26,548		28,011
Total inventories	$	398,075	$	361,692

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

6. LONG-TERM DEBT

Long-term debt consists of the following:


	September 30, 2022			March 31, 2022
Finance leases	$	14,738		$	16,492
Senior secured first lien notes due 2024		563,171			563,171
Senior secured notes due 2024		525,000			525,000
Senior notes due 2025		500,000			500,000
Less: debt issuance costs		(12,127	)		(15,173	)
		1,590,782			1,589,490
Less: current portion		2,849			3,268
	$	1,587,933		$	1,586,222

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 1.25%. 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 September 30, 2022, the maximum amount available under the Securitization Facility was $100,000. 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 September 30, 2022, there were $0 in borrowings and $20,970 in letters of credit outstanding under the Securitization Agreement, primarily to support insurance policies. The Securitization Facility expires in November 2024.

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.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

Senior Secured First Lien Notes due 2024

On August 17, 2020, the Company issued $700,000 principal amount of 8.875% Senior Secured First Lien Notes due June 1, 2024 (the “First Lien Notes”). The First Lien Notes were sold at 100% of the principal amount and have an effective interest yield of 8.875%. Interest is payable semiannually in cash in arrears on June 1 and December 1 of each year. The First Lien Notes are first lien secured obligations of the Company. The First Lien Notes are guaranteed on a full, senior secured, joint and several basis by each of the Company’s domestic restricted subsidiaries that guarantees either of the Company’s 2024 Notes and 2025 Notes, as defined below (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 First Lien Notes. Under certain circumstances, the guarantees may be released without action by, or consent of, any holder of the First Lien Notes.

The Company may redeem the First Lien Notes, in whole or in part, at any time or from time to time on or after February 1, 2023, 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 February 1, 2023, the Company may redeem the 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 First Lien Notes prior to June 1, 2023, with the net cash proceeds from certain equity offerings at a redemption price equal to 108.875% 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 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 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 First Lien Notes Indenture requires, among other things, the Company to provide financial and current reports to holders of the First Lien Notes or file such reports electronically with the SEC. Furthermore, the First Lien Notes Indenture requires that the future net proceeds from certain asset sales will be required to repay the First Lien Notes at a premium of 106.656%, until the aggregate principal amount of Notes outstanding is $350,000 or less, provided that the Company may retain the first $100,000 of such net proceeds (subject to compliance with the asset sale covenants in the Company’s other outstanding indentures) or use it for certain other permitted purposes. 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. Upon the completion of the sale of the composites and large structure manufacturing operations as disclosed in Note 3, the Company surpassed the $100,000 threshold of net proceeds from certain asset sales resulting in a required redemption of $112,511 of the outstanding principal balance and a premium of approximately $7,489 in the three months ended June 30, 2021. As a result of the completion of the sale and license of certain legacy product lines of the Company's Staverton, United Kingdom operations, the Company was required to pay an additional required redemption of $24,318 of the outstanding principal balance and a premium of approximately $1,619 in the three months ended December, 31, 2021. In the three months ended September 30, 2022, the Company sold intellectual property that required redemption of $19,340 of the outstanding principal balance and a premium of approximately $1,287 which payment was subsequent to September 30, 2022, in October 2022.

Senior Secured Notes Due 2024

On September 23, 2019, the Company issued $525,000 principal amount of 6.250% Senior Secured Notes due September 15, 2024 (the "2024 Notes"). The 2024 Notes were sold at 100% of principal amount and have an effective interest yield of 6.250%. Interest on the 2024 Notes is payable semiannually in cash in arrears on March 15 and September 15 of each year. The 2024 Notes are secured by second-priority liens on all of the Company's and the Guarantor Subsidiaries' assets that secure all of the indebtedness under the First Lien Notes and certain hedging and cash management obligations. The Company has the ability to incur additional first and/or second lien debt under certain circumstances.

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"). The 2025 Notes were sold at 100% of principal amount and have an effective interest yield of 7.750%. Interest on the

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

2025 Notes accrues at the rate of 7.750% per annum and is payable semiannually in cash in arrears on February 15 and August 15 of each year.

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 consolidated financial statements are as follows:


September 30, 2022				March 31, 2022
Carrying Value		Fair Value		Carrying Value		Fair Value
$	1,590,782	$	1,446,078	$	1,589,490	$	1,639,248

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 six months ended September 30, 2022 and 2021, amounted to $62,731 and $82,570, respectively. The interest paid during the six months ended September 30, 2021, included the redemption premiums on the First Lien Notes of $7,489.

7. 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 September 30,				Six Months Ended September 30,
	(in thousands)				(in thousands)
	2022		2021		2022		2021
Weighted average common shares outstanding – basic		65,036		64,545		64,946		64,427
Net effect of dilutive stock options and non-vested stock (1)		246		—		372		—
Weighted average common shares outstanding – diluted		65,282		64,545		65,318		64,427

(1) For the three and six months ended September 30, 2022 and 2021, the shares that could potentially dilute earnings per share in the future but were not included in diluted weighted average common shares outstanding because to do so would have been anti-dilutive were immaterial.

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 September 30, 2022 and March 31, 2022, the total amount of unrecognized tax benefits was $11,903 and $11,800, 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 September 30, 2022, 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 2023 and future periods.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

The effective income tax rate for the three months ended September 30, 2022, was 1.6% as compared with (24.5)% for the three months ended September 30, 2021. The effective income tax rate for the six months ended September 30, 2022, was 3.5% as compared with (8.2)% for the six months ended September 30, 2021. For the three and six months ended September 30, 2022, the effective income tax rate reflected a limitation on the recognition of tax benefits due to the full valuation allowance.

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, 2013.

As of September 30, 2022, the Company settled its only foreign income tax examination. 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 U.S. Government regulations (and for non-U.S. plans, acceptable under local regulations), by making payments into a separate trust.

In addition to the defined benefit pension plans, the Company provides 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. In order to recognize the funded status, the Company determined the fair value of the plan assets. 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.

Net Periodic Benefit Plan Costs

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


	Pension Benefits
	Three Months Ended September 30,						Six Months Ended September 30,
	2022			2021			2022			2021
Components of net periodic benefit income:
Service cost	$	156		$	186		$	342		$	378
Interest cost		16,290			11,698			32,579			23,521
Expected return on plan assets		(30,313	)		(33,377	)		(60,647	)		(66,832	)
Amortization of prior service credits		26			26			51			68
Amortization of net loss		7,725			9,614			15,449			19,198
Curtailment loss		—			—			—			16,024
Settlement loss		—			3,826			—			3,826
Special termination benefits		—			142			—			196
Net periodic benefit (income) expense	$	(6,116	)	$	(7,885	)	$	(12,226	)	$	(3,621	)

The Company recognized net periodic benefit income from its other postretirement benefits plan of approximately $2,291 and $4,581 for the three and six months ended September 30, 2022, respectively, and approximately $2,349 and $4,698 for the three and six months ended September 30, 2021.

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 and six months ended September 30, 2022 and 2021, were as follows:


	Currency Translation Adjustment			Unrealized Gains and Losses on Derivative Instruments			Defined Benefit Pension Plans and Other Postretirement Benefits				Total(1)
June 30, 2022	$	(58,315	)	$	(1,108	)	$	(409,828	)		$	(469,251	)
Other comprehensive (loss) income before reclassifications		(12,433	)		210			—				(12,223	)
Amounts reclassified from AOCI		—			(583	)		5,324		(2)		4,741
Net current period OCI		(12,433	)		(373	)		5,324				(7,482	)
September 30, 2022	$	(70,748	)	$	(1,481	)	$	(404,504	)		$	(476,733	)

June 30, 2021	$	(39,412	)	$	309		$	(468,417	)		$	(507,520	)
Other comprehensive (loss) income before reclassifications		(5,692	)		(1,613	)		97				(7,208	)
Amounts reclassified from AOCI		—			414			11,109		(2)		11,523
Net current period OCI		(5,692	)		(1,199	)		11,206				4,315
September 30, 2021	$	(45,104	)	$	(890	)	$	(457,211	)		$	(503,205	)

March 31, 2022	$	(47,933	)	$	(270	)	$	(415,151	)		$	(463,354	)
Other comprehensive (loss) income before reclassifications		(22,815	)		(261	)		—				(23,076	)
Amounts reclassified from AOCI		—			(950	)		10,647		(2)		9,697
Net current period OCI		(22,815	)		(1,211	)		10,647				(13,379	)
September 30, 2022	$	(70,748	)	$	(1,481	)	$	(404,504	)		$	(476,733	)

March 31, 2021	$	(42,161	)	$	1,015		$	(489,046	)		$	(530,192	)
Other comprehensive (loss) income before reclassifications		(2,943	)		(3,333	)		10,440				4,164
Amounts reclassified from AOCI		—			1,428			21,395		(2)		22,823
Net current period OCI		(2,943	)		(1,905	)		31,835				26,987
September 30, 2021	$	(45,104	)	$	(890	)	$	(457,211	)		$	(503,205	)

(1)

Net of tax.

(2)

Includes amortization of actuarial losses and recognized prior service costs, which are included in net periodic pension 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 Aerospace Structures. 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.

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.

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 September 30, 2022
	Total			Corporate & Eliminations			Systems & Support			Aerospace Structures
Net sales to external customers	$	307,600		$	—		$	274,198		$	33,402
Intersegment sales (eliminated in consolidation)		—			(8	)		—			8
Segment profit and reconciliation to consolidated income before income taxes:
Adjusted EBITDAP		56,649			—			50,053			6,596

Reconciliation of segment profit to income before income taxes
Depreciation and amortization		(8,685	)		(506	)		(7,507	)		(672	)
Interest expense and other, net		(32,453	)
Corporate expenses		(16,596	)
Share-based compensation expense		(3,952	)
Gain on sale of assets and businesses		103,883
Amortization of acquired contract liabilities		867
Non-service defined benefit income		8,563
Income before income taxes		108,276

Total capital expenditures	$	4,123		$	—		$	3,707		$	416
Total assets	$	1,568,274		$	73,674		$	1,364,298		$	130,302


	Three Months Ended September 30, 2021
	Total			Corporate & Eliminations			Systems & Support			Aerospace Structures
Net sales to external customers	$	357,396		$	—		$	248,758		$	108,638
Intersegment sales (eliminated in consolidation)		—			(28	)		23			5
Segment profit and reconciliation to consolidated income before income taxes:
Adjusted EBITDAP		52,066			—			45,047			7,019

Reconciliation of segment profit to loss before income taxes
Depreciation and amortization		(12,945	)		(1,091	)		(8,440	)		(3,414	)
Interest expense and other, net		(34,183	)
Corporate expenses		(13,678	)
Share-based compensation expense		(2,825	)
Loss on sale of assets and businesses		(7,660	)
Amortization of acquired contract liabilities		1,493
Non-service defined benefit income		10,449

Loss before income taxes		(7,283	)

Total capital expenditures	$	5,369		$	156		$	2,655		$	2,558

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)


	Six Months Ended September 30, 2022
	Total			Corporate & Eliminations			Systems & Support			Aerospace Structures
Net sales to external customers	$	656,984		$	—		$	528,841		$	128,143
Intersegment sales (eliminated in consolidation)		—			(20	)		—			20
Segment profit and reconciliation to consolidated income before income taxes:
Adjusted EBITDAP		113,378			—			90,202			23,176

Reconciliation of segment profit to income before income taxes
Depreciation and amortization		(18,491	)		(1,095	)		(15,028	)		(2,368	)
Interest expense and other, net		(64,365	)
Corporate expenses		(30,545	)
Share-based compensation expense		(5,530	)
Gain on sale of assets and businesses		103,883
Amortization of acquired contract liabilities		1,390
Non-service defined benefit income		17,149
Consideration payable to customer related to divestiture		(17,185	)
Income before income taxes		99,684

Total capital expenditures	$	7,167		$	109		$	6,586		$	472


	Six Months Ended September 30, 2021
	Total			Corporate & Eliminations			Systems & Support			Aerospace Structures
Net sales to external customers	$	754,042		$	—		$	507,163		$	246,879
Intersegment sales (eliminated in consolidation)		—			(47	)		31			16
Segment profit and reconciliation to consolidated income before income taxes:
Adjusted EBITDAP		112,284			—			87,895			24,389

Reconciliation of segment profit to loss before income taxes
Depreciation and amortization		(28,376	)		(1,859	)		(16,944	)		(9,573	)
Interest expense and other, net		(72,741	)
Corporate expenses		(30,631	)
Share-based compensation expense		(5,072	)
Loss on sale of assets and businesses		(13,629	)
Amortization of acquired contract liabilities		2,707
Non-service defined benefit income		8,727
Debt extinguishment loss		(9,689	)
Loss before income taxes		(36,420	)

Total capital expenditures	$	7,481		$	514		$	3,757		$	3,210

During the three months ended September 30, 2022 and 2021, the Company had foreign sales of $73,304 and $81,119, respectively. During the six months ended September 30, 2022 and 2021, the Company had foreign sales of $143,408 and $158,043, respectively.

12. COMMITMENTS AND CONTINGENCIES

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 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.

Triumph Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

As the Company completes the disposal of certain facilities, it may be exposed to additional costs such as environmental remediation obligations, lease termination costs, or supplier claims which may have a material effect on its financial position or results of operations when such matters arise and a reasonable estimate of the costs can be made. For example, the Company participates in a multiemployer pension plan for the benefit of certain represented employees at its Spokane, Washington, composites manufacturing operations. Under the terms of the multiemployer pension plan, it is reasonably possible that the Company will trigger a withdrawal liability related to the exit of the related facilities and termination of the affected employees. The amount of this potential liability is determined based on the funded status of the plan at the time of withdrawal from the plan. The funded status of the plan is measured by estimating the value of the plan's assets and liabilities, and these values can change significantly based on market conditions and changes in actuarial assumptions made by the plan sponsor. If a withdrawal liability is triggered, the obligation would likely be satisfied through annual payments over a period of at least ten years.

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, as well as full life cycle solutions for commercial, regional, and military aircraft; and (ii) Aerospace Structures, whose companies supply commercial, business, and regional manufacturers with large metallic structures and produce close-tolerance parts primarily to customer designs and model-based definition, including a wide range of aluminum, hard metal, and composite structure capabilities. Subsequent to the Stuart, Florida, manufacturing divestiture described below, the remaining operations of Aerospace Structures are those that supply commercial and regional manufacturers with aircraft interior systems.

Divestitures

During the fiscal year ended March 31, 2022, we completed the divestiture of our composites manufacturing operations located in Milledgeville, Georgia, and Rayong, Thailand, as well as our large structure manufacturing operations located in Red Oak, Texas. These losses are presented on the accompanying condensed consolidated statements of operations within loss on sale of assets and businesses for the six months ended September 30, 2022. The operating results associated with the composites and large structure manufacturing operations were included within Aerospace Structures through the date of divestiture. Refer to Note 3 for a discussion of other less significant divestitures occurring in fiscal 2022.

As disclosed in Note 3, in July 2022, we completed the sale of our manufacturing operations located in Stuart, Florida, and recognized a gain in the second quarter of fiscal 2023. The Stuart operations specialized in the assembly of large, complex metallic structures such as wing and fuselage assemblies. As a result of the completion of this sale, we have exited our structures business and reshaped our portfolio of companies to consist primarily of businesses providing systems and aftermarket services. The operating results associated with the Stuart operations are included within Aerospace Structures through the date of divestiture.

Summary of Significant Financial Results

Significant financial results for the second quarter of the fiscal year ending March 31, 2023, include:

•

Net sales were $307.6 million compared with $357.4 million for the prior year period.

•

Operating income was $132.2 million compared with $16.5 million for the prior year period.

•

Net income was $106.5 million, or $1.63 per diluted common share, compared with a net loss of $9.1 million, or ($0.14) per diluted common share, for the prior year period.

•

Backlog as of September 30, 2022, was $1.57 billion, of which, we estimate that approximately $0.91 billion will be shipped by September 30, 2023.

•

We used $112.4 million of cash in operating activities for the six months ended September 30, 2022, as compared with cash used in operations of $185.5 million in the comparable prior year period.

Aviation Manufacturing Jobs Protection Program

As disclosed in Note 2, in November 2021, we entered into an agreement with the Department of Transportation (“DOT”) under the Aviation Manufacturing Jobs Protection Program (“AMJP”). We received total proceeds under this program of $19.4 million, of which approximately $8.8 million was received in the three months ended June 30, 2022. In July 2022, we received a letter from the DOT confirming that we had satisfied the reporting requirements under the AMJP. In the six months ended September 30, 2022, we recognized the final approximately $5.3 million of the grant benefit as a reduction in cost of sales.

Significant Developments in Key Programs

Discussion of significant developments on key programs is included below.

Boeing 767

Boeing's 767 program includes the commercial program and a derivative to support the related tanker program. The 767 currently has a production rate of three aircraft per month. Approximately 7% of our revenue in the six months ended September 30, 2022, was generated by 767 production from our Stuart, Florida, operations, which, as disclosed above, was sold as of July 1, 2022. The impact of 767 production on our operating income was not significant.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Boeing 747-8

Production, production facility exit plans, and storage facility exit plans are complete on the 747-8 program.

With the exception of the impact of divestitures, none of the programs noted above individually are expected to have a material impact on our net revenues. These programs do have the potential, either individually or in the aggregate, to materially and negatively impact our consolidated results of operations if future changes in estimates result in the need for a forward loss provision. Absent any such loss provisions, we do not anticipate that any of these programs will significantly dilute our future consolidated margins.

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 before interest, income taxes, amortization of acquired contract liabilities, legal settlements, loss on divestitures, share-based compensation expense, depreciation and amortization; and Adjusted EBITDAP, which is Adjusted EBITDA, before pension expense or benefit, including the effects of curtailments, settlements, and other early retirement incentives. We disclose Adjusted EBITDA on a consolidated and Adjusted EBITDAP on a consolidated and a reportable segment basis in our earnings releases, investor conference calls and filings with the SEC. The non-GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies. Also, in the future, we may disclose different non-GAAP financial measures in order to help our investors more meaningfully evaluate and compare our future results of operations with our previously reported results of operations.

We view Adjusted EBITDA and Adjusted EBITDAP as operating performance measures and, as such, we believe that the U.S. GAAP financial measure most directly comparable to such measures is net income. In calculating Adjusted EBITDA and Adjusted EBITDAP, we exclude from net income 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, 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. 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 set forth below, in our earnings releases, and in other filings with the SEC and to carefully review the U.S. GAAP financial information included as part of our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K that are filed with the SEC, as well as our quarterly earnings releases, and compare the U.S. GAAP financial information with our Adjusted EBITDA and Adjusted EBITDAP.

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

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

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 income to calculate Adjusted EBITDA and Adjusted EBITDAP and the material limitations associated with using these non-GAAP financial measures as compared with net income from continuing operations:

•

Gains or losses from sale of assets and businesses may be useful for investors to consider because they reflect gains or losses from sale of operating units or other assets. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.

•

Consideration payable to a customer related to a divestiture may be useful for investors to consider because it reflects consideration paid to facilitate the ultimate sale of operating units. We do not believe these charges necessarily reflect the current and ongoing cash earnings related to our operations.

•

Legal judgments and settlements, when applicable, may be useful for investors to consider because it reflects gains or losses from disputes with third parties. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.

•

Non-service defined benefit income or expense from our pension and other postretirement benefit plans (inclusive of certain pension related transactions such as curtailments, settlements, early retirement or other incentives) may be useful for investors to consider because they represent the cost of postretirement benefits to plan participants, net of the assumption of returns on the plan's assets and are not indicative of the cash paid for such benefits. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.

•

Amortization of acquired contract liabilities may be useful for investors to consider because it represents the noncash earnings on the fair value of off-market contracts acquired through acquisitions. We do not believe these earnings necessarily reflect the current and ongoing cash earnings related to our operations.

•

Amortization expense and nonrecurring asset impairments (including goodwill, intangible asset impairments, and nonrecurring rotable inventory impairments) may be useful for investors to consider because it represents the estimated attrition of our acquired customer base and the diminishing value of trade names, product rights, licenses, or, in the case of goodwill, other assets that are not individually identified and separately recognized under U.S. GAAP, or, in the case of nonrecurring asset impairments, the impact of unusual and nonrecurring events affecting the estimated recoverability of existing assets. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•

Depreciation may be useful for investors to consider because it generally represents the wear and tear on our property and equipment used in our operations. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•

Share-based compensation may be useful for investors to consider because it represents a portion of the total compensation to management and the board of directors. We do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating cost structure.

•

The amount of interest expense and other 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's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Management compensates for the above-described limitations by 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 following table shows our Adjusted EBITDA and Adjusted EBITDAP reconciled to our net income (loss) for the indicated periods (in thousands):


	Three Months Ended September 30,						Six Months Ended September 30,
	2022			2021			2022			2021
Net income (loss) (U.S. GAAP measure)	$	106,526		$	(9,070	)	$	96,184		$	(39,421	)
Income tax expense		1,750			1,787			3,500			3,001
Interest expense and other		32,453			34,183			64,365			72,741
Debt extinguishment loss		—			—			—			9,689
Pension settlement, curtailment, and special termination benefit charges		—			3,968			—			20,046
Consideration payable to customer related to divestiture		—			—			17,185			—
(Gain) loss on sale of assets and businesses, net		(103,883	)		7,660			(103,883	)		13,629
Share-based compensation		3,952			2,825			5,530			5,072
Amortization of acquired contract liabilities		(867	)		(1,493	)		(1,390	)		(2,707	)
Depreciation and amortization		8,685			12,945			18,491			28,376
Adjusted EBITDA (non-GAAP measure)	$	48,616		$	52,805		$	99,982		$	110,426
Non-service defined benefit income (excluding curtailments and special termination benefits)		(8,563	)		(14,417	)		(17,149	)		(28,773	)
Adjusted EBITDAP (non-GAAP measure)	$	40,053		$	38,388		$	82,833		$	81,653

The following tables show our Adjusted EBITDAP by reportable segment reconciled to our operating income (loss) for the indicated periods (in thousands):


	Three Months Ended September 30, 2022
	Total			Systems & Support			Aerospace Structures		Corporate/ Eliminations
Operating income	$	132,166		$	43,413		$	5,924	$	82,829
Gain on sale of assets and businesses		(103,883	)		—			—		(103,883	)
Share-based compensation		3,952			—			—		3,952
Amortization of acquired contract liabilities		(867	)		(867	)		—		—
Depreciation and amortization		8,685			7,507			672		506
Adjusted EBITDAP	$	40,053		$	50,053		$	6,596	$	(16,596	)


	Three Months Ended September 30, 2021
	Total			Systems & Support			Aerospace Structures		Corporate/ Eliminations
Operating income (loss)	$	16,451		$	38,100		$	3,605	$	(25,254	)
Loss on sale of assets and businesses		7,660			—			—		7,660
Share-based compensation		2,825			—			—		2,825
Amortization of acquired contract liabilities		(1,493	)		(1,493	)		—		—
Depreciation and amortization		12,945			8,440			3,414		1,091
Adjusted EBITDAP	$	38,388		$	45,047		$	7,019	$	(13,678	)

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)


	Six Months Ended September 30, 2022
	Total			Systems & Support			Aerospace Structures		Corporate/ Eliminations
Operating income	$	146,900		$	76,564		$	3,623	$	66,713
Gain on sale of assets and businesses		(103,883	)		—			—		(103,883	)
Consideration payable to customer related to divestiture		17,185			—			17,185		—
Share-based compensation		5,530			—			—		5,530
Amortization of acquired contract liabilities		(1,390	)		(1,390	)		—		—
Depreciation and amortization		18,491			15,028			2,368		1,095
Adjusted EBITDAP	$	82,833		$	90,202		$	23,176	$	(30,545	)


	Six Months Ended September 30, 2021
	Total			Systems & Support			Aerospace Structures			Corporate/ Eliminations
Operating income (loss)	$	37,283		$	73,646		$	14,828		$	(51,191	)
Loss on sale of assets and businesses		13,629			—			—			13,629
Share-based compensation		5,072						—			5,072
Amortization of acquired contract liabilities		(2,707	)		(2,695	)		(12	)		—
Depreciation and amortization		28,376			16,944			9,573			1,859
Adjusted EBITDAP	$	81,653		$	87,895		$	24,389		$	(30,631	)

The fluctuations from period to period within the amounts of the components of the reconciliations above are discussed further below within Results of Operations.

Three months ended September 30, 2022, compared with three months ended September 30, 2021


	Three Months Ended September 30,
	2022			2021
	(in thousands)
Net sales	$	307,600		$	357,396
Segment operating income	$	49,337		$	41,705
Corporate expense		82,829			(25,254	)
Total operating income		132,166			16,451
Interest expense and other		32,453			34,183
Non-service defined benefit income		(8,563	)		(10,449	)
Income tax expense		1,750			1,787
Net loss	$	106,526		$	(9,070	)

Net Sales

Organic sales adjusted for intersegment sales increased $35.2 million, or 12.9%, offset by declines from the divestiture of our Stuart manufacturing operations and Staverton, United Kingdom divestiture of $68.0 million and sunsetting programs (i.e., 747-8 and G280) of $16.9 million. Organic sales increased primarily due to increased volume on the 737 and an intellectual property transaction. Net sales for the three months ended September 30, 2022, included $16.7 million in total nonrecurring revenues, as compared with $7.9 million in total nonrecurring revenues for the three months ended September 30, 2021.

Cost of Sales and Gross Margin

Organic cost of sales adjusted for intersegment sales increased $22.0 million, or 11.3%, offset by declines from the divestiture of our Stuart manufacturing operations and Staverton, United Kingdom divestiture of $58.3 million and sunsetting programs of $18.0 million. Organic cost of sales increased primarily due to the increased volumes described above as well as approximately $13.9 million in prior period reductions in acquired contract reserves. These increases were partially offset by prior period increases in inventory reserves. Organic gross margin for the three months ended September 30, 2022, was 29.5% compared with 28.5% for the three months ended September 30, 2021. The organic gross margin for the three months ended September 30, 2022, increased slightly as the margin benefit on the sale of intellectual property was partially offset by the prior period acquired contract reserve and inventory reserve adjustments.

Gross margin for the three months ended September 30, 2022, included net favorable cumulative catch-up adjustments on long-term contracts of $9.4 million. The favorable cumulative catch-up adjustments to operating income included gross favorable

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

adjustments of $9.5 million and gross unfavorable adjustments of $0.0 million. Gross margins for the three months ended September 30, 2021, included net favorable cumulative catch-up adjustments of $7.5 million.

Segment Operating Income

Organic segment operating income increased by $13.9 million, or 52.3%, primarily due to the increased gross profit and margins described above, as well as decreased administrative human capital related costs of $2.1 million and decreased depreciation and amortization expense of $0.9 million, partially offset by increased third party consulting and temporary labor of $0.9 million. The divestitures and sunsetting programs resulted in decreases to operating income of approximately $6.2 million.

Corporate Expense

Corporate expenses decreased primarily due to increased gain on sale of assets and businesses of $111.5 million, primarily due to the divestiture of our Stuart manufacturing operations.

Interest Expense and Other

Interest expense and other decreased due to lower relative debt levels as a result of prior year redemptions.

Non-service Defined Benefit Income

Non-service defined benefit income decreased primarily due to changes in actuarial assumptions and experience.

Income Taxes

The effective income tax rate for the three months ended September 30, 2022, was 1.6% compared with (24.5)% for the three months ended September 30, 2021. For the three months ended September 30, 2022, the effective tax rate reflected a limitation on the recognition of tax benefits due to the full valuation allowance.

Business Segment Performance — Three months ended September 30, 2022, compared with three months ended September 30, 2021

We report our financial performance based on the following two reportable segments: Systems & Support and Aerospace Structures. 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.

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 September 30,						% Change			% of Total Sales
	2022			2021						2022			2021
	(in thousands)
NET SALES
Systems & Support	$	274,198		$	248,781			10.2	%		89.1	%		69.6	%
Aerospace Structures		33,410			108,643			(69.3	)%		10.9	%		30.4	%
Elimination of intersegment sales		(8	)		(28	)		71.4	%		(0.0	)%		(0.0	)%
Total net sales	$	307,600		$	357,396			(13.9	)%		100.0	%		100.0	%

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)


	Three Months Ended September 30,					% Change			% of Segment Sales
	2022		2021						2022			2021
	(in thousands)
SEGMENT OPERATING INCOME
Systems & Support	$	43,413	$	38,100			13.9	%		15.8	%		15.3	%
Aerospace Structures		5,924		3,605			64.3	%		17.7	%		3.3	%
Corporate		82,829		(25,254	)		428.0	%	n/a			n/a
Total segment operating income	$	132,166	$	16,451			703.4	%		43.0	%		4.6	%


	Three Months Ended September 30,						% Change			% of Segment Sales
	2022			2021						2022			2021
	(in thousands)
Adjusted EBITDAP
Systems & Support	$	50,053		$	45,047			11.1	%		18.3	%		18.2	%
Aerospace Structures		6,596			7,019			(6.0	)%		19.7	%		6.5	%
Corporate		(16,596	)		(13,678	)		(21.3	)%	n/a			n/a
	$	40,053		$	38,388			4.3	%		13.1	%		10.8	%

Systems & Support:

Net Sales

Organic net sales adjusted for intersegment sales increased by $31.2 million, or 12.9%, offset by declines from the Staverton, United Kingdom divestiture of $5.8 million. Organic sales increased due to increased volume on the 737 and $15.9 million recognized as a result of a nonrecurring intellectual property transaction.

Cost of Sales and Gross Margin

Organic cost of sales adjusted for intersegment sales increased by $22.4 million, or 13.7%, offset by declines from the Staverton, United Kingdom divestiture of $5.2 million. Organic cost of sales increased primarily due to the increased volumes described above as well as approximately $13.9 million in prior period reductions in acquired contract reserves. These increases were partially offset by prior period increases in inventory reserves. Organic gross margin for the three months ended September 30, 2022, was 32.2% compared with 32.7% for the three months ended September 30, 2021. Organic gross margin decreased slightly as a result of changes in sales mix, as margin benefits on the sale of intellectual property were partially offset by the prior period acquired contract reserve and inventory reserve adjustments.

Operating Income and Adjusted EBITDAP

Organic operating income increased by $5.1 million, or 13.3%. The Staverton, United Kingdom, divestiture did not have a significant impact on operating income. Organic operating income increased primarily due to the increased gross profit described above, as well as decreased administrative human capital related costs of $1.0 million and decreased depreciation and amortization expense of $0.9 million partially offset by increases in third party consulting and temporary labor of $1.8 million, infrastructure costs of $1.0 million and travel & meetings of $0.7 million. The increase in Adjusted EBITDAP year over year is due to the same factors that increased operating income except for the decrease in depreciation and amortization, which is excluded from Adjusted EBITDAP.

Operating Margin and Adjusted EBITDAP Margin

Operating income and Adjusted EBITDAP as a percentage of segment sales both increased due to the factors described above except for the decrease in depreciation and amortization, which is excluded from Adjusted EBITDAP.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Aerospace Structures:

Net Sales

Organic net sales increased by $3.9 million, or 13.5%, offset by declines from the divestiture of our Stuart manufacturing operations of $62.2 million and sunsetting programs (i.e., 747-8 and G280) of $16.9 million. Organic net sales increased primarily due to increased volume on the 737. Net sales for the three months ended September 30, 2022, included $0.8 million in total nonrecurring revenues compared to $7.9 million in total nonrecurring revenues for the three months ended September 30, 2021.

Cost of Sales and Gross Margin

Organic cost of sales decreased by $0.4 million, or 1.4%, offset by declines from the divestiture of our Stuart manufacturing operations of $53.0 million and sunsetting programs of $18.0 million. Organic gross margin for the three months ended September 30, 2022, was 7.1% compared with (6.9)% for the three months ended September 30, 2021, increasing primarily due to the increased volumes above and a reduction in losses from our Spokane, Washington, manufacturing operations the exit of which is nearing completion in the current period. Gross margin included net favorable cumulative catch-up adjustments of $8.6 million. The net favorable cumulative catch-up adjustments included gross favorable adjustments of $8.6 million and gross unfavorable adjustments of $0.0 million. The net favorable cumulative catch-up adjustment for the three months ended September 30, 2021, was $7.6 million.

Operating Income and Adjusted EBITDAP

Organic operating losses decreased by $8.8 million, or 74.5%, primarily due to the organic gross margin improvements noted above, as well as decreased administrative human capital related costs of $1.2 million, decreased third party consulting and temporary labor of $0.8 million, and decreased travel & meetings of $0.6 million. The decrease in Adjusted EBITDAP is primarily due to decreased operating income from divestitures and sunsetting programs of $6.4 million.

Operating Margin and Adjusted EBITDAP Margin

Operating income and Adjusted EBITDAP as a percentage of segment sales increased due to the increased gross margins described above.

Six months ended September 30, 2022, compared with six months ended September 30, 2021


	Six Months Ended September 30,
	2022			2021
	(in thousands)
Net sales	$	656,984		$	754,042
Segment operating income	$	80,187		$	88,474
Corporate expenses		66,713			(51,191	)
Total operating income		146,900			37,283
Interest expense and other		64,365			72,741
Debt extinguishment loss		—			9,689
Non-service defined benefit income		(17,149	)		(8,727	)
Income tax expense		3,500			3,001
Net loss	$	96,184		$	(39,421	)

Net Sales

Organic sales adjusted for intersegment sales increased $29.3 million, or 5.2%, offset by declines from approximately $17.2 million in consideration payable to a customer recognized in the three months ended June 30, 2022, related to the divestiture of our Stuart manufacturing operations, along with sales from recent divestitures of $84.7 million and sunsetting programs (i.e., 747-8 and G280) of $24.5 million. Organic sales increased primarily due to increased production rates on commercial narrow body platforms, commercial repair and overhaul services, and an intellectual property transaction. Net sales for the six months ended September 30, 2022, included $21.2 million in total nonrecurring revenues, as compared with $16.6 million in total nonrecurring revenues for the six months ended September 30, 2021.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Cost of Sales and Gross Margin

Organic cost of sales adjusted for intersegment sales increased $23.4 million, or 5.7%, offset by declines from the cost of sales of recent divestitures of $70.9 million and sunsetting programs of $28.1 million. Organic cost of sales increased primarily due to the increased sales volume noted above as well as approximately $19.2 million in prior period reductions in acquired contract reserves. These increases were partially offset by the current period recognition of grant benefits under the AMJP agreement with the DOT of approximately $5.3 million and prior period increases in inventory reserves. Organic gross margin for the six months ended September 30, 2022, was 27.3% compared with 27.7% for the six months ended September 30, 2021, down primarily due to changes in sales mix and prior period acquired contract reserve and inventory reserve adjustments, partially offset by the margin benefits from the AMJP grant and the sale of intellectual property and a reduction in losses from our Spokane, Washington, manufacturing operations.

Gross margin for the six months ended September 30, 2022, included net favorable cumulative catch-up adjustments on long-term contracts of $19.5 million. The favorable cumulative catch-up adjustments to operating income included gross favorable adjustments of $24.4 million and gross unfavorable adjustments of $4.9 million. Gross margins for the six months ended September 30, 2021, included net favorable cumulative catch-up adjustments of $16.9 million.

Segment Operating Income

Organic segment operating income increased by $13.3 million, or 25.0%, due to the organic gross margin improvements described above, as well as decreased administrative human capital related costs of $4.5 million and decreased depreciation and amortization expense of $1.9 million and decreased third party consulting and temporary labor costs of $0.9 million. These increased organic segment operating income was offset by approximately $21.5 million in decreases from divestitures and sunsetting programs.

Corporate Expense

The corporate expenses increased primarily due to change in gain/loss on sale of assets and businesses of $117.5 million.

Interest Expense and Other

Interest expense and other decreased due to lower relative debt levels as a result of prior period redemptions.

Non-service Defined Benefit Income

Non-service defined benefit income increased primarily due the recognition of curtailment and settlement losses of approximately $20.0 million in the aggregate upon the completion of the composites and large structure manufacturing divestitures and the settlement of the fully-funded pension obligation it had retained subsequent to its fiscal year 2019 divestiture of Triumph Geared Solutions - Toronto in the prior year period, partially offset by decreases due to changes in actuarial assumptions and experience.

Income Taxes

The effective income tax rate for the six months ended September 30, 2022, was 3.5% compared with (8.2)% for the six months ended September 30, 2021. For the six months ended September 30, 2022, the effective tax rate reflected a limitation on the recognition of tax benefits due to the full valuation allowance.

Business Segment Performance — Six months ended September 30, 2022, compared with six months ended September 30, 2021


	Six Months Ended September 30,						% Change			% of Total Sales
	2022			2021						2022			2021
	(in thousands)
NET SALES
Systems & Support	$	528,841		$	507,194			4.3	%		80.5	%		67.3	%
Aerospace Structures		128,163			246,895			(48.1	)%		19.5	%		32.7	%
Elimination of intersegment sales		(20	)		(47	)		57.5	%		(0.0	)%		(0.0	)%
Total net sales	$	656,984		$	754,042			(12.9	)%		100.0	%		100.0	%

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)


	Six Months Ended September 30,					% Change			% of Segment Sales
	2022		2021						2022			2021
	(in thousands)
SEGMENT OPERATING INCOME (LOSS)
Systems & Support	$	76,564	$	73,646			4.0	%		14.5	%		14.5	%
Aerospace Structures		3,623		14,828			(75.6	)%		2.8	%		6.0	%
Corporate		66,713		(51,191	)		230.3	%	n/a			n/a
Total segment operating income	$	146,900	$	37,283			294.0	%		22.4	%		4.9	%


	Six Months Ended September 30,						% Change			% of Segment Sales
	2022			2021						2022			2021
	(in thousands)
Adjusted EBITDAP
Systems & Support	$	90,202		$	87,895			2.6	%		17.1	%		17.4	%
Aerospace Structures		23,176			24,389			(5.0	)%		15.9	%		9.9	%
Corporate		(30,545	)		(30,631	)		0.3	%	n/a			n/a
	$	82,833		$	81,653			1.5	%		12.3	%		10.9	%

Systems & Support:

Net Sales

Organic net sales adjusted for intersegment sales increased by $27.6 million, or 5.5%, with additional declines from the Staverton, United Kingdom, divestiture of $5.9 million. Organic sales increased primarily due to increased volume on the 737 and approximately $15.9 million recognized as a result of a nonrecurring intellectual property transaction partially offset by decreased military rotorcraft volume.

Cost of Sales and Gross Margin

Organic cost of sales adjusted for intersegment sales increased by $22.7 million, or 6.6%, with additional declines from the Staverton, United Kingdom, divestiture of $5.5 million. Organic cost of sales increased primarily due to the increase sales volume noted above as well as approximately $19.2 million in prior period reductions in acquired contract reserves. These increases were partially offset by the current period recognition of grant benefits under the AMJP agreement with the DOT of approximately $5.3 million and prior period increases in inventory reserves. Organic gross margin for the six months ended September 30, 2022, was 30.4% compared with 31.1% for the six months ended September 30, 2021. Organic gross margin decreased primarily as a result of changes in sales mix, partially offset by the recognition of grant benefits under the AMJP agreement, as margin benefits on the sale of intellectual property were largely offset by the prior period acquired contract reserve and inventory reserve adjustments.

Operating Income and Adjusted EBITDAP

Organic operating income increased by $2.6 million, or 3.6%. The Staverton, United Kingdom, divestiture did not have a significant impact on operating income. Organic operating income increased primarily due to the increased gross profit described above as well as decreased administrative human capital related costs of $1.5 million and decreased depreciation and amortization expense of $1.9 million, partially offset by increases in third party consulting and temporary labor of $0.6 million, infrastructure costs of $1.5 million and travel & meetings of $1.5 million. The increase in Adjusted EBITDAP year over year is due to the same factors that increased operating income except for the decrease in depreciation and amortization, which is excluded from Adjusted EBITDAP.

Operating Margin and Adjusted EBITDAP Margin

Operating income as a percentage of sales was flat year over year. Adjusted EBITDAP as a percentage of segment sales decreased due to the factors described above except for the decrease in depreciation and amortization, which is excluded from Adjusted EBITDAP.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Aerospace Structures:

Net Sales

Organic net sales increased by $1.7 million, or 2.8%, offset by declines from approximately $17.2 million in consideration payable to a customer recognized in the three months ended June 30, 2022, related to the divestiture of our Stuart manufacturing operations, along with the sales of recent divestitures of $78.9 million and sunsetting programs (i.e., 747-8 and G280) of $24.5 million. Organic net sales increased primarily due to increased volume on the 737 partially offset by decreased volume on certain commercial widebody programs. Net sales for the six months ended September 30, 2022 included $5.3 million in nonrecurring revenue compared to $16.6 million in nonrecurring revenue for the six months ended September 30, 2021.

Cost of Sales and Gross Margin

Organic cost of sales increased by $0.7 million, or 1.1%, offset by declines from the costs of sales of recent divestitures of $65.4 million and sunsetting programs of $28.1 million. The increase in organic cost of sales is due to increase in sales volume described above. Organic gross margin for the six months ended September 30, 2022, was 1.9% compared with 0.3% for the six months ended September 30, 2021, primarily from a reduction in losses from our Spokane, Washington, manufacturing operations. The gross margin included net favorable cumulative catch-up adjustments of $19.4 million. The net favorable cumulative catch-up adjustments included gross favorable adjustments of $24.1 million and gross unfavorable adjustments of $4.7 million. The net favorable cumulative catch-up adjustment for the six months ended September 30, 2021, was $16.9 million.

Operating Income and Adjusted EBITDAP

Organic operating loss decreased by $10.6 million, or 51.1%, primarily due to the increased gross margins, a reduction in restructuring costs of $4.8 million related to closure of a facility, decreased administrative human capital related costs of $3.0 million, decreased third party consulting and temporary labor of $1.4 million, and travel & meetings of $0.3 million. The decrease in organic operating losses was offset by a $17.2 million reduction in revenue from consideration payable to a customer described above. The divestitures and sunsetting programs resulted in additional decreases to operating income of approximately $4.6 million. The decrease in Adjusted EBITDAP year over year is due to the decrease from divestitures in the segment.

Operating Margin and Adjusted EBITDAP Margin

Operating income as a percentage of segment sales decreased primarily from the reduction in revenue from consideration payable to a customer. The increase in Adjusted EBITDAP margin is driven by the same factors except for the reduction in revenue from consideration payable to a customer, which is excluded from Adjusted EBITDAP.

Liquidity and Capital Resources

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 six months ended September 30, 2022, we had a net cash outflow of $112.4 million from operating activities compared with a net cash outflow of $185.5 million for the six months ended September 30, 2021, an improvement of $73.1 million, driven in large part by the resolution of long standing customer advances, which were transferred in the sale of our Stuart manufacturing operations and subsequently settled by the buyer in July 2022. Cash flows were primarily driven by timing of payables as well as increases in inventory as a result of anticipated increasing demand and certain supply chain constraints that we expect will largely recover in the second half of fiscal 2023. Cash flows from operations improved in the second fiscal quarter, and we expect continued improvement in the remainder of fiscal 2023. Interest payments were approximately $62.7 million for the six months ended September 30, 2022, as compared with $82.6 million for the six months ended September 30, 2021. The decrease in interest payments is primarily the result of decreased interest expense described above.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law. The CARES Act provided for, among other things, deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021, and the remaining 50% due December 31, 2022. Of the approximately $17.8 million of these deferred payments, we paid approximately $8.9 million in December 2021. The remaining $8.9 million will be repaid in December 2022 in accordance with the provisions of the CARES Act described above. The deferred amounts are recorded within accrued expenses on our condensed consolidated balance sheet as of September 30, 2022.

As disclosed in Note 2, in November 2021 the Company entered into an agreement with the DOT under the AMJP. We received total proceeds under this program of $19.4 million, of which approximately $8.8 million was received in the three months ended June 30, 2022. These cash receipts are classified within cash from operations. Refer to Note 2 for further discussion.

Investing Cash Flows

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

Cash flows used in investing activities for the six months ended September 30, 2022, increased $167.8 million from the six months ended September 30, 2021. Cash flows used in investing activities for the six months ended September 30, 2022, included payments related to the sales of assets and businesses of $6.2 million as a result of the Stuart manufacturing operations and settlement of working capital true-ups on prior divestitures, as described in Note 3. We also used approximately $7.2 million for capital expenditures. Cash flows provided by investing activities for the six months ended September 30, 2021, included cash from the sale of assets and businesses of $185.6 million with additional investing outflows from capital expenditures of $7.5 million and the purchase of a facility in Rayong, Thailand that was included in the related divestiture transaction. We currently expect full year capital expenditures in fiscal 2023 to be in the range of $30.0 million, of which approximately $26.0 million pertains to our core Systems & Support operating segment. The majority of our fiscal 2023 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 six months ended September 30, 2022, were $5.3 million, compared with cash flows used in financing activities for the six months ended September 30, 2021, of $364.1 million, the latter being principally related to debt redemption. Current period financing cash flows pertain primarily to borrowings and payments under finance leases and the repurchase of common stock to satisfy employee tax withholding obligations resulting from equity compensation. As of September 30, 2022, we had $104.5 million of cash on hand and $41.7 million was available under our Securitization Facility after giving effect to approximately $21.0 million in outstanding letters of credit, all of which were accruing interest at 1.25% per annum.

As disclosed in Note 12, the exit of our composites manufacturing operations in Spokane, Washington could trigger a multiemployer pension plan withdrawal obligation that, if incurred, would likely be satisfied through annual payments over a period of at least ten years.

As a result of stock market volatility, the performance of our defined benefit pension plan assets, and the timing of our annual Employee Retirement Income Security Act of 1974 ("ERISA") measurement date for our domestic defined benefit pension plan, we do not expect any minimum required contribution to be made in fiscal 2023, but we do currently expect an increase to our minimum required contributions through fiscal 2027 as compared to what we disclosed in our Form 10-K for the year ended March 31, 2022, filed on May 23, 2022.

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

The First Lien Notes are (a) effectively senior to all existing and future second lien obligations (including the 2024 Notes) 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; (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 First Lien Notes, including the Securitization Facility.

The 2024 Notes are (a) effectively subordinated to all obligations of the Company and its subsidiary guarantors that are either (1) secured by a lien on the Collateral (as defined below) that is senior or prior to the second-priority liens securing the 2024 Notes, including the first-priority liens securing the First Lien Notes and certain cash management and hedging obligations, or (2) secured by assets that do not constitute the Collateral, in each case to the extent of the value of the assets securing such obligations; (b) effectively senior to all existing and future unsecured debt of the Company and its subsidiary guarantors, but only to the extent of the value of the Collateral (after giving effect to any senior liens on the Collateral); and (c) are structurally subordinated in right of payment to all indebtedness and other liabilities of the Company’s existing and future subsidiaries that do not guarantee the 2024 Notes, including the Receivables Securitization Facility.

The 2025 Notes are effectively subordinated to all obligations of the Company and its subsidiary guarantors that are (A) secured by a lien on the Collateral (including the First Lien Notes and the 2024 Notes) and certain cash management and hedging obligations, or (B) secured by assets that do not constitute the Collateral, in each case to the extent of the value of the assets securing such obligations.

The Senior Notes are guaranteed on a full, 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 Senior Notes (the "Non-Guarantor Subsidiaries") are: (i) the receivables securitization special purpose entity, and (ii) the foreign operating subsidiaries. The 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”). The 2024 Notes, and the related guarantees are secured, subject to permitted liens, by second-priority liens on the Collateral. The Senior Notes and the related guarantees are

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

not secured by the assets of Non-Guarantor Subsidiaries. Some of our assets are excluded from the Collateral, including certain real property assets.

Pursuant to the documentation governing the Senior Notes, we may redeem some or all of the Senior Notes prior to their stated maturities, subject to certain limitations set forth in the indenture governing the applicable Senior Notes and, in certain cases, subject to significant prepayment premiums. We are obligated to offer to repurchase the Senior 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 indentures governing the Senior 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 Senior Notes); and (viii) enter into 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	September 30,		March 31,
Summarized Balance Sheet	2022		2022
	(in thousands)
Assets
Due from Non-Guarantor Subsidiaries	$	6,120	$	1,034
Current assets		546,910		705,662
Noncurrent assets		648,757		661,160
Noncurrent receivable from Non-Guarantor Subsidiaries		93,732		92,865

Liabilities
Due to Non-Guarantor Subsidiaries		17,575		15,079
Current liabilities		320,107		562,731
Noncurrent liabilities		1,907,170		1,938,864

			Six Months Ended
Summarized Statement of Operations			September 30, 2022
			(in thousands)
Net sales to Non-Guarantor Subsidiaries				1,270
Net sales to unrelated parties				601,822
Gross profit				158,071
Loss from continuing operations before income taxes				92,637
Net loss				91,549

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, 2022. 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, 2022, in our critical accounting policies or in the assumptions or estimates used to prepare the financial information appearing in this report.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

(continued)

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 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, general economic conditions affecting our business, dependence of certain of our businesses on certain key customers as well as competitive factors relating to the aviation 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, 2022, filed with the SEC on May 23, 2022, and in our quarterly reports on Form 10-Q.

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, 2022. 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 September 30, 2022, 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 September 30, 2022.

(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.

Part II. Other Information

Item 1. Legal Proceedings.

Not applicable.

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, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Repurchases of Stock

Information about our repurchases during the three months ended September 30, 2022, of our common stock that is registered pursuant to Section 12 of the Exchange Act is disclosed in the table below.


Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum number of shares that may yet be purchased under existing programs
July 1, 2022 - July 31, 2022		—	$	—		—		2,277,789
August 1, 2022 - August 31, 2022		—		-		—		2,277,789
September 1, 2022 - September 30, 2022		4,022		11.95		—		2,277,789
Total		4,022	$	11.95		—

(1) Represents shares surrendered to the Company due to restricted share forfeitures or to satisfy tax withholding obligations in connection with employees’ share-based compensation awards.

(2) Excludes shares acquired at no cost as a result of restricted share forfeitures.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.


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.
Exhibit 101		The following financial information from Triumph Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in iXBRL: (i) Condensed Consolidated Balance Sheets as of September 30, 2022 and March 31, 2022; (ii) Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2022 and 2021; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended September 30, 2022 and 2021; (iv) Condensed Consolidated Statements of Stockholders' Deficit for the three and six months ended September 30, 2022 and 2021; (v) Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2022 and 2021; and (vi) Notes to Condensed Consolidated Financial Statements.
Exhibit 104		Cover Page Interactive Data File, formatted as Inline XBRL and contained in Exhibit 101.

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	November 8, 2022
/s/ Daniel J. Crowley	(Principal Executive Officer)
Daniel J. Crowley

	Senior Vice President and Chief Financial Officer	November 8, 2022
/s/ James F. McCabe, Jr.	(Principal Financial Officer)
James F. McCabe, Jr.

	Vice President, Controller
/s/ Kai W. Kasiguran	(Principal Accounting Officer)	November 8, 2022
Kai W. Kasiguran