Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document Information [Line Items] | ||
Document Period End Date | Sep. 30, 2023 | |
Entity Registrant Name | TRIUMPH GROUP, INC. | |
Entity Central Index Key | 0001021162 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 76,855,941 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0347963 | |
Entity File Number | 1-12235 | |
Entity Address, Address Line One | 555 E Lancaster Avenue | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Radnor | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19087 | |
City Area Code | 610 | |
Local Phone Number | 251-1000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $.001 per share | |
Trading Symbol | TGI | |
Security Exchange Name | NYSE | |
Purchase Rights [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 169,885 | $ 227,403 |
Trade and other receivables, less allowance for credit losses of $8,008 and $8,382 | 164,928 | 196,775 |
Contract assets | 109,351 | 103,027 |
Inventory, net | 434,381 | 389,245 |
Prepaid expenses and other current assets | 18,652 | 17,062 |
Total current assets | 897,197 | 933,512 |
Property and equipment, net | 166,600 | 166,800 |
Goodwill | 508,415 | 509,449 |
Intangible assets, net | 69,434 | 73,898 |
Other, net | 31,486 | 31,185 |
Total assets | 1,673,132 | 1,714,844 |
Current liabilities: | ||
Current portion of long-term debt | 3,108 | 3,162 |
Accounts payable | 154,955 | 197,932 |
Contract liabilities | 39,773 | 44,482 |
Accrued expenses | 116,791 | 151,348 |
Total current liabilities | 314,627 | 396,924 |
Long-term debt, less current portion | 1,655,989 | 1,688,620 |
Accrued pension and other postretirement benefits | 307,840 | 359,375 |
Deferred income taxes | 7,268 | 7,268 |
Other noncurrent liabilities | 55,624 | 60,053 |
Stockholders' deficit: | ||
Common stock, $.001 par value, 200,000,000 and 100,000,000 shares authorized, 76,835,661 and 65,432,589 shares issued and outstanding | 77 | 65 |
Capital in excess of par value | 1,105,673 | 964,741 |
Accumulated other comprehensive loss | (546,951) | (554,646) |
Accumulated deficit | (1,227,015) | (1,207,556) |
Total stockholders' deficit | (668,216) | (797,396) |
Total liabilities and stockholders' deficit | $ 1,673,132 | $ 1,714,844 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 8,008 | $ 8,382 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 100,000,000 |
Common stock, shares issued | 76,835,661 | 65,432,589 |
Common stock, shares outstanding | 76,835,661 | 65,432,589 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 354,061 | $ 307,600 | $ 681,206 | $ 656,984 |
Operating costs and expenses: | ||||
Cost of sales (exclusive of depreciation shown separately below) | 261,392 | 208,062 | 502,125 | 480,462 |
Selling, general and administrative | 47,478 | 60,418 | 103,131 | 112,163 |
Depreciation and amortization | 8,042 | 8,685 | 16,160 | 18,491 |
Legal judgment loss | 1,338 | 1,338 | ||
Restructuring | 1,942 | 2,152 | 1,942 | 2,851 |
(Gain) loss on sale of assets and businesses | (409) | (103,883) | 12,208 | (103,883) |
Operating Expenses | 319,783 | 175,434 | 636,904 | 510,084 |
Operating income | 34,278 | 132,166 | 44,302 | 146,900 |
Non-service defined benefit income | (820) | (8,563) | (1,640) | (17,149) |
Debt modification and extinguishment gain | (688) | (4,079) | ||
Warrant remeasurement gain, net | (544) | (8,545) | ||
Interest expense and other, net | 35,884 | 32,453 | 74,533 | 64,365 |
Income (loss) from continuing operations before income taxes | 446 | 108,276 | (15,967) | 99,684 |
Income tax expense | 1,742 | 1,750 | 3,492 | 3,500 |
Net (loss) income | $ (1,296) | $ 106,526 | $ (19,459) | $ 96,184 |
(Loss) earnings per share - basic: | ||||
Net (loss) income | $ (0.02) | $ 1.64 | $ (0.27) | $ 1.48 |
Weighted average common shares outstanding—basic | 76,447 | 65,036 | 71,368 | 64,946 |
(Loss) earnings per share - diluted: | ||||
Net (loss) income | $ (0.02) | $ 1.63 | $ (0.27) | $ 1.47 |
Weighted average common shares outstanding—diluted | 76,447 | 65,282 | 71,368 | 65,318 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (1,296) | $ 106,526 | $ (19,459) | $ 96,184 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (5,160) | (12,433) | (1,456) | (22,815) |
Reclassification to net (loss) income - net of tax expense | ||||
Amortization of net loss, net of taxes of $0 and $0, respectively | 6,423 | 6,574 | 12,847 | 13,148 |
Recognized prior service credits, net of taxes of $0 and $0, respectively | (1,250) | (1,250) | (2,501) | (2,501) |
Total defined benefit pension plans and other postretirement benefits, net of taxes | 5,173 | 5,324 | 10,346 | 10,647 |
Cash flow hedges: | ||||
Unrealized (loss) gain arising during the period, net of tax expense of $0 and $0, respectively | (13) | 210 | 566 | (261) |
Reclassification of (gain) loss included in net earnings, net of tax expense of $0 and $0, respectively | (845) | (583) | (1,761) | (950) |
Net unrealized loss on cash flow hedges, net of tax | (858) | (373) | (1,195) | (1,211) |
Total other comprehensive (loss) income | (845) | (7,482) | 7,695 | (13,379) |
Total comprehensive (loss) income | $ (2,141) | $ 99,044 | $ (11,764) | $ 82,805 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net (Gain) Loss, Tax | $ 0 | $ 0 |
Other Comprehensive Income (Loss), Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service (Cost) Credit, Tax | 0 | 0 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 0 | 0 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Capital in Excess of Par Value [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | |
Balance at Mar. 31, 2022 | $ (787,423) | $ 64 | $ 973,112 | $ (96) | $ (463,354) | [1] | $ (1,297,149) |
Balance (in shares) at Mar. 31, 2022 | 64,614,382 | ||||||
Net income (loss) | (10,342) | (10,342) | |||||
Foreign currency translation adjustment | (10,382) | (10,382) | |||||
Pension liability adjustment, net of income taxes | 5,323 | 5,323 | |||||
Change in fair value of foreign currency hedges, net of income taxes | (838) | (838) | |||||
Share-based compensation | 1,657 | $ 1 | 1,656 | ||||
Share-based compensation, shares | 471,676 | ||||||
Repurchase of shares for share-based compensation minimum tax obligation | (3,442) | (3,442) | |||||
Repurchase of shares for share-based compensation minimum tax obligation, shares | (172,282) | ||||||
Retirement of treasury shares | (3,538) | 3,538 | |||||
Employee stock purchase plan | 160 | 160 | |||||
Employee stock purchase plan, shares | 6,605 | ||||||
Balance at Jun. 30, 2022 | (805,287) | $ 65 | 971,390 | (469,251) | [1] | (1,307,491) | |
Balance (in shares) at Jun. 30, 2022 | 64,920,381 | ||||||
Balance at Mar. 31, 2022 | (787,423) | $ 64 | 973,112 | (96) | (463,354) | [1] | (1,297,149) |
Balance (in shares) at Mar. 31, 2022 | 64,614,382 | ||||||
Foreign currency translation adjustment | (22,815) | ||||||
Balance at Sep. 30, 2022 | (702,103) | $ 65 | 975,530 | (476,733) | [1] | (1,200,965) | |
Balance (in shares) at Sep. 30, 2022 | 64,980,483 | ||||||
Balance at Jun. 30, 2022 | (805,287) | $ 65 | 971,390 | (469,251) | [1] | (1,307,491) | |
Balance (in shares) at Jun. 30, 2022 | 64,920,381 | ||||||
Net income (loss) | 106,526 | 106,526 | |||||
Foreign currency translation adjustment | (12,433) | (12,433) | |||||
Pension liability adjustment, net of income taxes | 5,324 | 5,324 | |||||
Change in fair value of foreign currency hedges, net of income taxes | (373) | (373) | |||||
Share-based compensation | 3,970 | 3,970 | |||||
Share-based compensation, shares | 51,426 | ||||||
Repurchase of shares for share-based compensation minimum tax obligation | (48) | (48) | |||||
Repurchase of shares for share-based compensation minimum tax obligation, shares | (4,022) | ||||||
Retirement of treasury shares | 48 | 48 | |||||
Employee stock purchase plan | 170 | 170 | |||||
Employee stock purchase plan, shares | 12,698 | ||||||
Balance at Sep. 30, 2022 | (702,103) | $ 65 | 975,530 | (476,733) | [1] | (1,200,965) | |
Balance (in shares) at Sep. 30, 2022 | 64,980,483 | ||||||
Balance at Mar. 31, 2023 | (797,396) | $ 65 | 964,741 | (554,646) | [1] | (1,207,556) | |
Balance (in shares) at Mar. 31, 2023 | 65,432,589 | ||||||
Net income (loss) | (18,163) | (18,163) | |||||
Foreign currency translation adjustment | 3,704 | 3,704 | |||||
Pension liability adjustment, net of income taxes | 5,173 | 5,173 | |||||
Change in fair value of foreign currency hedges, net of income taxes | (337) | (337) | |||||
Share-based compensation | 3,622 | 3,622 | |||||
Share-based compensation, shares | 300,102 | ||||||
Repurchase of shares for share-based compensation minimum tax obligation | (1,235) | (1,235) | |||||
Repurchase of shares for share-based compensation minimum tax obligation, shares | (103,996) | ||||||
Retirement of treasury shares | (414) | 414 | |||||
Employee stock purchase plan | 150 | 150 | |||||
Employee stock purchase plan, shares | 12,907 | ||||||
Warrant exercises, net of income taxes | 13,482 | $ 1 | 13,481 | ||||
Warrant exercises, net of income taxes, shares | 1,122,438 | ||||||
Issuance of shares on pension contribution | 39,136 | $ 4 | 38,311 | 821 | |||
Issuance of shares on pension contribution, shares | 3,200,000 | ||||||
Balance at Jun. 30, 2023 | (751,864) | $ 70 | 1,019,891 | (546,106) | [1] | (1,225,719) | |
Balance (in shares) at Jun. 30, 2023 | 69,964,040 | ||||||
Balance at Mar. 31, 2023 | (797,396) | $ 65 | 964,741 | (554,646) | [1] | (1,207,556) | |
Balance (in shares) at Mar. 31, 2023 | 65,432,589 | ||||||
Foreign currency translation adjustment | (1,456) | ||||||
Balance at Sep. 30, 2023 | (668,216) | $ 77 | 1,105,673 | (546,951) | [1] | (1,227,015) | |
Balance (in shares) at Sep. 30, 2023 | 76,835,661 | ||||||
Balance at Jun. 30, 2023 | (751,864) | $ 70 | 1,019,891 | (546,106) | [1] | (1,225,719) | |
Balance (in shares) at Jun. 30, 2023 | 69,964,040 | ||||||
Net income (loss) | (1,296) | (1,296) | |||||
Foreign currency translation adjustment | (5,160) | (5,160) | |||||
Pension liability adjustment, net of income taxes | 5,173 | 5,173 | |||||
Change in fair value of foreign currency hedges, net of income taxes | (858) | (858) | |||||
Share-based compensation | 3,724 | 3,677 | 47 | ||||
Share-based compensation, shares | 127,324 | ||||||
Repurchase of shares for share-based compensation minimum tax obligation | (47) | $ (47) | |||||
Repurchase of shares for share-based compensation minimum tax obligation, shares | (4,944) | ||||||
Employee stock purchase plan | 166 | 166 | |||||
Employee stock purchase plan, shares | 13,443 | ||||||
Warrant exercises, net of income taxes | 81,946 | $ 7 | 81,939 | ||||
Warrant exercises, net of income taxes, shares | 6,735,798 | ||||||
Balance at Sep. 30, 2023 | $ (668,216) | $ 77 | $ 1,105,673 | $ (546,951) | [1] | $ (1,227,015) | |
Balance (in shares) at Sep. 30, 2023 | 76,835,661 | ||||||
[1] Net of tax |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | |
Statement Of Stockholders Equity Parenthetical [Abstract] | ||||
Other comprehensive (income) loss, defined benefit plan, after reclassification adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Other comprehensive income (loss), tax | 0 | 0 | $ 0 | $ 0 |
Warrant exercises, net of income taxes | $ 0 | $ 0 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities | ||||
Net (loss) income | $ (1,296) | $ 106,526 | $ (19,459) | $ 96,184 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Depreciation and amortization | 8,042 | 8,685 | 16,160 | 18,491 |
Amortization of acquired contract liability | (590) | (867) | (1,165) | (1,390) |
Loss (gain) on sale of assets and businesses | (409) | (103,883) | 12,208 | (103,883) |
Debt modification and extinguishment gain | (688) | (4,079) | ||
Other amortization included in interest expense | 2,980 | 3,140 | ||
Provision for credit losses | 781 | 383 | ||
Warrants remeasurement gain | (8,532) | |||
Share-based compensation | 7,346 | 5,530 | ||
Changes in other assets and liabilities, excluding the effects of acquisitions and divestitures: | ||||
Trade and other receivables | 22,131 | (5,799) | ||
Contract assets | (6,426) | (10,910) | ||
Inventories | (45,394) | (39,324) | ||
Prepaid expenses and other current assets | (1,028) | 756 | ||
Accounts payable, accrued expenses, and contract liabilities | (69,795) | (58,487) | ||
Accrued pension and other postretirement benefits | (2,386) | (17,073) | ||
Other, net | 713 | 6 | ||
Net cash used in operating activities | (95,945) | (112,376) | ||
Investing Activities | ||||
Capital expenditures | (4,627) | (4,123) | (11,028) | (7,167) |
Payments on sale of assets and businesses | (6,785) | (6,161) | ||
Investment in joint venture | (1,527) | |||
Net cash (used in) provided by investing activities | (19,340) | (13,328) | ||
Financing Activities | ||||
Proceeds from issuance of long-term debt | 2,000 | |||
Retirement of debt and finance lease obligations | (19,865) | (1,809) | ||
Payment of deferred financing costs | (1,578) | |||
Proceeds on issuance of common stock, net of issuance costs | 79,961 | |||
Repurchase of shares for share-based compensation minimum tax obligation | (1,282) | (3,490) | ||
Net cash provided by (used in) financing activities | 59,236 | (5,299) | ||
Effect of exchange rate changes on cash | (1,469) | (5,425) | ||
Net change in cash and cash equivalents | (57,518) | (136,428) | ||
Cash and cash equivalents at beginning of period | 227,403 | 240,878 | ||
Cash and cash equivalents at end of period | $ 169,885 | $ 104,450 | $ 169,885 | $ 104,450 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | 1. BACKGROUND AND BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Triumph Group, Inc. ("Triumph") have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, and cash flows. The results of operations for the three and six months ended September 30, 2023 and 2022, are not necessarily indicative of results that may be expected for the year ending March 31, 2024. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the fiscal 2023 audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on May 24, 2023. Triumph Group, Inc. ("Triumph" or the "Company") is a Delaware corporation which, through its operating subsidiaries, designs, engineers, manufactures, and sells products for the global aerospace original equipment manufacturers ("OEMs") of aircraft and aircraft components and repairs and overhauls aircraft components and accessories for commercial airline, air cargo carrier, and military customers on a worldwide basis. Triumph and its subsidiaries (collectively, the "Company") are organized based on the products and services that they provide. The Company has two reportable segments: Systems & Support and Interiors (formerly 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 replacement of parts that are beyond economic repair. The repair service generally involves remanufacturing a complete part or a component of a part. Interiors (formerly Aerospace Structures) consists of the Company’s operations that have historically supplied commercial, business, and regional manufacturers with large metallic structures and continues to supply aircraft interior systems, including air ducting and thermal acoustic insulations systems. Subsequent to the divestitures disclosed in Note 3, the remaining operations of Interiors are those that supply commercial and regional manufacturers with aircraft interior systems. The accompanying condensed consolidated financial statements include the accounts of Triumph and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated from the accompanying condensed consolidated financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition and Contract Balances The Company's revenue is principally from contracts with customers to provide design, development, manufacturing, and support services associated with specific customer programs. The Company regularly enters into long-term master supply agreements that establish general terms and conditions and may define specific program requirements. Many agreements include clauses that provide sole supplier status to the Company for the duration of the program’s life. Purchase orders (or authorizations to proceed) are issued pursuant to the master supply agreements. Additionally, a majority of the Company’s agreements with customers include options for future purchases. Such options primarily reduce the administrative effort of issuing subsequent purchase orders and 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 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; however, actual results could differ materially from those estimates. For the three and six months ended September 30, 2023, cumulative catch-up adjustments resulting from changes in estimated contract values and contract costs during the periods were immaterial. For the three months ended September 30, 2022 , cumulative catch-up adjustments resulting from changes in estimates 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 six months ended September 30, 2022 , cumulative catch-up adjustments resulting from changes in estimates increased net sales, operating income, net income, and earnings per diluted share by approximately $ 11,993 , $ 19,495 , $ 19,495 , and $ 0.30 , 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 of contract assets and liabilities. Refer to Note 4 for further discussion. Concentration of Credit Risk The Company’s trade and other accounts receivable are exposed to credit risk. However, the risk is limited due to the diversity of the customer base and the customer base’s wide geographical area. Trade accounts receivable from The Boeing Company ("Boeing") (representing commercial, military, and space) represented approximately 17 % and 12 % of total trade accounts receivable as of September 30, 2023 and March 31, 2023 , respectively. As of March 31, 2023, trade and other receivables from Daher Aerospace Inc. ("Daher") include receivables that largely corresponded with payables associated with transition services and represented approximately 20 % as of March 31, 2023. The transition services agreement with Daher contractually expired as of June 30, 2023, and remaining receivables and payables as of that date were not significant. The Company had no other concentrations of credit risk of more than 10%. Sales to Boeing for the six months ended September 30, 2023, were $ 149,041 , or 22 % of net sales, of which $ 102,716 and $ 46,325 were from Systems & Support and Interiors, respectively. 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 Interiors, respectively. No other single customer accounted for more than 10% of the Company’s net sales. However, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries. Warrants On December 1, 2022, the Company’s board of directors declared a distribution to holders of the Company’s shares of common stock in the form of warrants to purchase shares of common stock (the “Warrants”). Holders of common stock received three Warrants for every ten shares of common stock held as of December 12, 2022 (the "Record Date"). The Company issued approximately 19.5 million Warrants on December 19, 2022, to holders of record of common stock as of the close of business on the Record Date. Each Warrant represented the right to purchase initially one share of common stock, at an exercise price of $ 12.35 per Warrant, subject to certain anti-dilution adjustments. Payment for shares of common stock on exercise of Warrants could have been made in (i) cash or (ii) under certain circumstances, certain of the Company's outstanding notes (the "Designated Notes"). The common stock warrants are accounted for as derivative liabilities in accordance with ASC 815-40 and included within accrued liabilities on the accompanying condensed consolidated balance sheets. The Company measured the Warrants at fair value as of the issuance date using a Monte Carlo pricing model, a Level 3 fair value measurement (as described below), due to the level of market activity. Inherent in the option pricing simulation are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of the Warrants based on implied and historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is based on the Company’s ability to redeem the Warrants, subject to a 20 calendar-day notice period, as well as the automatic acceleration of the Expiration Date following the Price Condition Date. During the three months ended December 31, 2022, due to increased trading volume, the Company began remeasuring outstanding Warrants using the Warrants trading price, a Level 1 fair value measurement (as described below). The Warrants are remeasured at each balance sheet date. Warrants remeasurement adjustments are recognized in warrant remeasurement gain, net on the accompanying condensed consolidated statements of operations. At distribution, the fair value of the Warrants was $ 19,500 . Approximately 7.7 million of Warrants were exercised in the six months ended September 30, 2023, resulting in total cash proceeds, net of transaction costs, of approximately $ 79,961 , and $ 8,532 of warrants remeasurement gain was recognized in the six months ended September 30, 2023. On July 6, 2023 , the Company redeemed all of the approximately 11.4 million remaining outstanding Warrants for a total redemption price of approximately $ 11 per Warrant pursuant to its June 16, 2023, notice of redemption. Contingencies Contingences are existing conditions, situations or circumstances involving uncertainty as to possible gain or loss that will ultimately be resolved when future events occur or fail to occur. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory investigations and proceedings, product quality, and gains or losses resulting from other events and developments. Liabilities for loss contingencies are accrued in the amount of the Company's best estimate for the ultimate loss when a loss is considered probable of having been incurred and is reasonably estimable. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low-end of such range. Disclosure is provided for material loss contingencies when a loss is probable but a reasonable estimate cannot be made, and when it is reasonably possible that a loss will be incurred or the amount of a loss will exceed the recorded provision. The Company regularly reviews contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. Contingencies that might result in gains are generally not accrued until the contingencies are resolved and the gain is realized or realizable. Refer to Note 12 for further disclosure. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When determining fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and also considers assumptions that market participants would use when pricing an asset or liability. The fair value hierarchy has three levels of inputs that may be used to measure fair value: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability; and Level 3—Unobservable inputs for the asset or liability. The Company has applied fair value measurements when measuring the warrants (refer to the above disclosure), when disclosing the fair value of its long-term debt not recorded at fair value (see Note 6), and to its pension and postretirement plan assets (see Note 9). Supplemental Cash Flow Information For the six months ended September 30, 2023 and 2022 the Company paid $ 1,699 and $ 2,619 , respectively f or income taxes, net of income tax refunds received. |
Divested Operations and Assets
Divested Operations and Assets Held For Sale | 6 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divested Operations and Assets Held For Sale | 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. The Company recognized a gain of approximately $ 96,800 , net of transaction costs in fiscal year 2023. In the six months ended September 30, 2023 , the Company paid $ 6,800 to the buyer of the Stuart manufacturing operations and recognized a loss of approximately $ 3,900 due to the resolution of claims by the buyer related to the accounts payable representation and warranty under the purchase agreement and the finalization of certain purchase price adjustments related to the transferred working capital of the divested operations. Additionally, in the six months ended September 30, 2023 , the Company recognized a loss on sale of approximately $ 8,300 related to an adjustment that would have reduced the fiscal 2023 gain on sale. Other claims for indemnification with the Buyer of the Stuart facility (refer to Note 12) remain outstanding. The operating results of the Stuart, Florida, manufacturing operations are included within the Interiors reportable segment through the date of divestiture. |
Revenue Recognition and Contrac
Revenue Recognition and Contracts with Customers | 6 Months Ended |
Sep. 30, 2023 | |
Change in Contract with Customer, Asset and Liability [Abstract] | |
Revenue Recognition and Contracts with Customers | 4. REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The Company disaggregates revenue based on the method of measuring satisfaction of the performance obligation either over time or at a point in time. Additionally, the Company disaggregates revenue based 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. 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, 2023 and 2022: Three Months Ended Six Months Ended 2023 2022 2023 2022 Systems & Support Satisfied over time $ 136,976 $ 111,718 $ 271,153 $ 232,436 Satisfied at a point in time 181,202 161,613 337,025 295,015 Revenue from contracts with customers 318,178 273,331 608,178 527,451 Amortization of acquired contract liabilities 590 867 1,165 1,390 Total Systems & Support revenue 318,768 274,198 609,343 528,841 Interiors Satisfied over time $ 29,716 $ 28,456 $ 60,645 $ 118,048 Satisfied at a point in time 5,577 4,946 11,218 10,095 Revenue from contracts with customers 35,293 33,402 71,863 128,143 Total Interiors revenue 35,293 33,402 71,863 128,143 Total revenue $ 354,061 $ 307,600 $ 681,206 $ 656,984 The following table shows disaggregated net sales by end market (excluding intercompany sales) for the three and six months ended September 30, 2023 and 2022: Three Months Ended Six Months Ended 2023 2022 2023 2022 Systems & Support OEM Commercial $ 95,898 $ 94,605 $ 177,454 $ 172,625 OEM Military 61,058 61,399 126,853 118,335 MRO Commercial 96,443 65,078 183,382 125,117 MRO Military 55,756 44,960 103,358 95,906 Non-aviation 9,023 7,289 17,131 15,468 Revenue from contracts with customers 318,178 273,331 608,178 527,451 Amortization of acquired contract liabilities 590 867 1,165 1,390 Total Systems & Support revenue $ 318,768 $ 274,198 $ 609,343 $ 528,841 Interiors OEM Commercial $ 35,082 $ 33,241 $ 70,740 $ 123,760 OEM Military — 24 — 52 MRO Commercial — — 704 3,144 Non-aviation 211 137 419 1,187 Revenue from contracts with customers 35,293 33,402 71,863 128,143 Total Interiors revenue 35,293 33,402 71,863 128,143 Total revenue $ 354,061 $ 307,600 $ 681,206 $ 656,984 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, 2023 and 2022, credit loss expense and write-offs related to contract assets were immaterial. Contract liabilities are recorded when customers remit contractual cash payments in advance of the Company satisfying performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time. Contract liabilities other than those pertaining to forward loss reserves are derecognized when or as revenue is recognized. Contract modifications can also impact contract asset and liability balances. When contracts are modified to account for changes in contract specifications and requirements, the Company considers whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original good or service provided, are accounted for as if they were part of that existing contract. The effect of a contract modification to an existing contract on the transaction price and the Company's measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct and at relative stand-alone selling price, they are accounted for as a new contract and performance obligation and are recognized prospectively. Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. The following table summarizes the Company's contract assets and liabilities balances: September 30, 2023 March 31, 2023 Change Contract assets $ 109,351 $ 103,027 $ 6,324 Contract liabilities ( 39,853 ) ( 44,945 ) 5,092 Net contract asset $ 69,498 $ 58,082 $ 11,416 The change in contract assets is the result of revenue recognized in excess of amounts billed during the six months ended September 30, 2023. The change in contract liabilities is the result of revenue recognized in excess of receipt of additional customer advances during the six months ended September 30, 2023. For the six months ended September 30, 2023, the Company recognized $ 13,597 of revenue that was included in the contract liability balance at the beginning of the period. Performance Obligations Customers generally contract with the Company for requirements in a segment relating to a specific program, and the Company’s performance obligations consist of a wide range of engineering design services and manufactured components, as well as spare parts and repairs. A single contract may contain multiple performance obligations consisting of both recurring and nonrecurring elements. As of September 30, 2023, 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 Unsatisfied performance obligations $ 1,550,486 $ 891,840 $ 627,737 $ 29,962 $ 947 |
Inventories
Inventories | 6 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 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, March 31, 2023 2023 Raw materials $ 54,723 $ 44,834 Work-in-process, including manufactured and purchased components 346,443 304,874 Finished goods 10,760 17,000 Rotable assets 22,455 22,537 Total inventories $ 434,381 $ 389,245 |
Long-term Debt
Long-term Debt | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. LONG-TERM DEBT Long-term debt consists of the following: September 30, March 31, 2023 2023 Finance leases $ 13,339 $ 14,816 Senior secured first lien notes due 2028 1,200,000 1,200,000 Senior notes due 2025 466,552 499,024 Other notes 1,976 — Less: debt issuance costs ( 22,770 ) ( 22,058 ) 1,659,097 1,691,782 Less: current portion 3,108 3,162 $ 1,655,989 $ 1,688,620 Receivables Securitization Program In connection with the Company's receivables securitization facility (the "Securitization Facility"), the Company sells on a revolving basis certain eligible accounts receivable to Triumph Receivables, LLC, a wholly-owned special-purpose entity, which in turn sells a percentage ownership interest in the receivables to commercial paper conduits sponsored by financial institutions. The Company is the servicer of the trade accounts receivable under the Securitization Facility. Interest rates are based on the Bloomberg Short Term Bank Yield Index ("BSBY"), plus a 2.25 % fee on the drawn portion and a fee ranging from 0.45 % to 0.50 % on the undrawn portion of the Securitization Facility. The drawn fee may be reduced to 2.00 % depending on the credit rating of the Company. Collateralized letters of credit incur fees at a rate of 0.125 %. The Company secures its trade accounts receivable, which are generally non-interest-bearing, in transactions that are accounted for as borrowings pursuant to ASC 860, Transfers and Servicing . The Company has established a letter of credit facility under the Securitization Facility. Under the provisions of the letter of credit facility, the Company may request the Securitization Facility’s administrator to issue one or more letters of credit that will expire no later than 12 months after the date of issuance, extension or renewal, as applicable. As of September 30, 2023 , 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, 2023, there were $ 0 in borrowings and $ 19,594 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. Senior Secured First Lien Notes due 2028 On March 14, 2023, the Company issued $ 1,200,000 principal amount of 9.000 % Senior Secured First Lien Notes due March 15, 2028, pursuant to an indenture among the Company, the Guarantor Subsidiaries, and U.S. Bank National Association, as trustee (the “2028 First Lien Notes”). The 2028 First Lien Notes were sold at 100 % of the principal amount and have an effective interest yield of 9.000 %. Interest is payable semiannually in cash in arrears on March 15 and September 15 of each year , commencing on September 15, 2023. In the six months ended September 30, 2023 , the Company recognized a gain of approximately $ 3,400 related to an adjustment to its deferred debt issuance costs, a portion of which related to fiscal 2023. The total issuance costs incurred i n connection with the issuance of the 2028 First Lien Notes are now approximately $ 23,000 and are being amortized over the term of the 2028 First Lien Notes. The 2028 First Lien Notes and the guarantees are first lien secured obligations of the Company and the Guarantor Subsidiaries. The 2028 First Lien Notes: (i) rank equally in right of payment to any existing and future senior indebtedness of the Company and Guarantor Subsidiaries, including the 2025 Notes (as defined below); (ii) are effectively senior to all existing and future second lien obligations and all existing and future unsecured indebtedness of the Company and the Guarantor Subsidiaries (including the 2025 Notes), but only to the extent of the value of the Collateral (as defined below), and after giving effect to any permitted additional first lien secured obligations and other permitted liens of senior or equal priority); (iii) are senior in right of payment to all future subordinated indebtedness of the Company and the Guarantor Subsidiaries; (iv) are secured by the Collateral on a pari passu basis with any future permitted additional first lien secured obligations, subject to the Collateral Trust Agreement; (v) are effectively subordinated to any existing and future obligations of the Company and the Guarantor Subsidiaries that are secured by assets that do not constitute the Collateral, in each case, to the extent of the value of the assets securing such obligations; and (vi) are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s existing and future subsidiaries that do not guarantee the 2028 First Lien Notes, including the Securitization Facility. The 2028 First Lien Notes are guaranteed on a full, senior, joint and several basis by each of the Company’s domestic restricted subsidiaries (the “Guarantor Subsidiaries”) that guarantees the 2025 Notes. In the future, each of the Company’s domestic restricted subsidiaries (other than any domestic restricted subsidiary that is a receivable subsidiary) that (1) is not an immaterial subsidiary, (2) becomes a borrower under any of its material debt facilities or (3) guarantees (a) any of the Company’s indebtedness or (b) any indebtedness of the Company’s domestic restricted subsidiaries, in the case of either (a) or (b), incurred under any of the Company’s material debt facilities, will guarantee the 2028 First Lien Notes. Under certain circumstances, the guarantees may be released without action by, or consent of, the holders of the 2028 First Lien Notes. The 2028 First Lien Notes and the guarantees are secured, subject to permitted liens, by first-priority liens on substantially all of the Company’s and the Guarantor Subsidiaries’ assets (including certain of the Company’s real estate assets), whether now owned or hereafter acquired, other than certain excluded property, which liens will secure permitted additional first lien obligations on a pari passu basis, subject to the Collateral Trust Agreement (the “Collateral”). Under certain circumstances, the Collateral may be released without action by, or the consent of, the holders of the 2028 First Lien Notes. The 2028 First Lien Notes and the guarantees will not be secured by the assets of Non-Guarantor Subsidiaries (as defined below), which include the unrestricted subsidiaries to whom certain of the Company’s accounts receivables are and may in the future be sold to support borrowing under the Receivables Securitization Facility. A collateral trust agreement (the “Collateral Trust Agreement”) among the Company, the Guarantor Subsidiaries, the Collateral Trustee and U.S. Bank National Association, in its capacity as the trustee for the 2028 First Lien Notes, sets forth therein the relative rights with respect to the Collateral as among the trustee for the 2028 First Lien Notes and certain subsequent holders of first lien obligations and covering certain other matters relating to the administration of security interests. The Collateral Trust Agreement generally controls substantially all matters related to the Collateral, including with respect to decisions, distribution of proceeds or enforcement. Pursuant to the Collateral Trust Agreement, on the issue date of the 2028 First Lien Notes the Collateral Trustee will control certain matters related to the Collateral that the Collateral Trust Agreement specifies are in its discretion. If the Company incurs certain types of additional first lien obligations, the Controlling First Lien Holders (as defined in the Collateral Trust Agreement) will have the right to control decisions relating to the Collateral that are outside the Collateral Trustee’s discretion under the Collateral Trust Agreement and the 2028 Note holders may no longer be in control of such decisions. The Company may redeem the 2028 First Lien Notes, in whole or in part, at any time or from time to time on or after March 15, 2025, at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. At any time or from time to time prior to March 15, 2025, the Company may redeem the 2028 First Lien Notes, in whole or in part, at a redemption price equal to 100 % of their principal amount plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date. In addition, the Company may redeem up to 40 % of the aggregate principal amount of the outstanding 2028 First Lien Notes prior to March 15, 2025, with the net cash proceeds from certain equity offerings at a redemption price equal to 109.000 % of their principal amount, together with accrued and unpaid interest, if any, to the redemption date. The Company may redeem, at any time from time to time before March 15, 2025, up to 10 % of the aggregate principal amount of the notes per annum, at a redemption price equal to 103 % of the aggregate principal amount plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences specific kinds of changes of control, the Company is required to offer to purchase all of the 2028 First Lien Notes at a purchase price of 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The 2028 First Lien Notes Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions; (iii) make other restricted payments and investments; (iv) create liens; (v) incur restrictions on the ability of restricted subsidiaries to pay dividends or make certain other payments; (vi) sell assets, including capital stock of restricted subsidiaries; (vii) enter into sale and leaseback transactions; (viii) merge or consolidate with other entities; and (ix) enter into transactions with affiliates. In addition, the 2028 First Lien Notes Indenture requires, among other things, the Company to provide financial and current reports to holders of the 2028 First Lien Notes or file such reports electronically with the SEC. These covenants are subject to a number of exceptions, limitations and qualifications set forth in the Indenture, as well as suspension periods in certain circumstances. 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", and, together with the 2028 First Lien Notes, the “Senior Notes”). The 2025 Notes were sold at 100 % of the principal amount and have an effective interest yield of 7.750 %. Interest is payable semiannually in cash in arrears on February 15 and August 15 of each year, commencing on February 15, 2018. In connection with the issuance of the 2025 Notes, the Company incurred approximately $ 8,779 of costs, which were deferred and are being amortized on the effective interest method over the term of the 2025 Notes. The 2025 Notes are the Company's senior unsecured obligations and rank equally in right of payment with all of its other existing and future senior unsecured indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. The 2025 Notes are guaranteed on a full, joint and several basis by each of the Guarantor Subsidiaries. The Company may redeem some or all of the 2025 Notes at 100 % of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. The Company is obligated to offer to repurchase the 2025 Notes at a price of (i) 101 % of their principal amount plus accrued and unpaid interest, if any, as a result of certain change-of-control events and (ii) 100 % of their principal amount plus accrued and unpaid interest, if any, in the event of certain asset sales. These restrictions and prohibitions are subject to certain qualifications and exceptions. The indenture governing the 2025 Notes (the "2025 Indenture") contains covenants that, among other things, limit the Company's ability and the ability of any of the guarantor subsidiaries to (i) grant liens on its 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, (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, and (viii) enter into certain transactions with affiliates. In the six months ended September 30, 2023, approximately $ 13,404 in principal amount of the 2025 Notes were used to pay the exercise price for approximately 0.9 million Warrants. In August, the Company executed a 10b5-1 repurchase plan agreement with a third-party (the "Agent") granting the Agent the authority to repurchase on the open market up to $ 50,000 in principal amount of the 2025 Notes, subject to specific conditions, including daily volume and market prices. Pursuant to this agreement, i n the six months ended September 30, 2023 , the Company used approximately $ 18,445 to redeem $ 19,068 principal amount of the 2025 Notes. The extinguishment gains and losses on these transactions were immaterial. Subsequent to September 30, 2023, the Company has also redeemed approximately $ 30,700 in principal amount of the 2025 Notes under this agreement, with approximately $ 200 in potential future redemptions. 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, 2023 March 31, 2023 Carrying Fair Carrying Fair $ 1,659,097 $ 1,652,467 $ 1,691,782 $ 1,676,879 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, 2023 and 2022, amounted to $ 74,218 and $ 62,731 , respectively. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 7. EARNINGS PER SHARE The calculation of basic earnings per share is based on the weighted average number of common shares considered outstanding during the periods. The calculation of diluted earnings per share reflects the effect of all potentially dilutive securities (principally outstanding warrants and outstanding restricted stock units). As disclosed in Note 2, the Warrants permitted the tendering of Designated Notes in payment of the exercise price. In computing diluted EPS, the Company applies the if-converted method to the warrants and such warrants are assumed to be exercised and the Designated Notes are assumed to be tendered unless tendering cash would be more advantageous to the warrant holder. Interest (net of tax) on any Designated Notes assumed to be tendered is added back as an adjustment to the numerator. The numerator also is adjusted for any nondiscretionary adjustments based on income (net of tax) including, for example, warrant remeasurement gains and losses recognized in the period. If cash exercise is more advantageous, the Company applies the treasury stock method to the warrants when calculating diluted EPS. 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) 2023 2022 2023 2022 Weighted average common shares outstanding - basic 76,447 65,036 71,368 64,946 Net effect of dilutive warrants, stock options and non-vested stock (1) — 246 — 372 Weighted average common shares outstanding - diluted 76,447 65,282 71,368 65,318 (1) For the three and six months ended September 30, 2023 , no shares and approximately 11.5 million shares, respectively, that could potentially dilute earnings per share as a result of warrant exercises in the future were not included in diluted weighted average common shares outstanding because to do so would be anti-dilutive. For the three and six months ended September 30, 2023 and 2022 , the shares that could potentially dilute earnings per share in the future related to stock options and non-vested share-based compensation that were not included in diluted weighted average common shares outstanding because to do so would have been anti-dilutive were immaterial. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES The Company follows the Income Taxe s 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, 2023 and March 31, 2023, the total amount of unrecognized tax benefits was $ 12,253 and $ 12,085 , 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, 2023, 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 2024 and future periods. The effective income tax rate for the three months ended September 30, 2023, was 390.6 % as compared with 1.6 % for the three months ended September 30, 2022. The effective income tax rate for the six months ended September 30, 2023 was ( 21.9 %) as compared with 3.5 % for the six months ended September 30, 2022. For the three and six months ended September 30, 2023, the effective tax rate in all periods reflected a limitation on the recognition of tax benefits due to the full valuation allowance and tax expense primarily related to foreign operations. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for fiscal years ended before March 31, 2014, or foreign income tax examinations by tax authorities for fiscal years ended before March 31, 2013. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefit Plans | 6 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefit Plans | 9. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS The Company sponsors several defined benefit pension plans covering some of its employees. Most employees are ineligible to participate in the plans or have ceased to accrue additional benefits under the plans based upon their service to the Company or years of service accrued under the defined benefit pension plans. Benefits under the defined benefit plans are based on years of service and, for most non-represented employees, on average compensation for certain years. It is the Company’s policy to fund at least the minimum amount required for all qualified plans, using actuarial cost methods and assumptions acceptable under U.S. Government regulations (and for non-U.S. plans, acceptable under local regulations), by making payments into a separate trust. The Company contributed 3,200,000 shares of common stock to this separate trust with an aggregate contribution value of approximately $ 39,136 on the contribution date. As a result of the contribution, the Company expects the approximately $ 14,700 required cash contribution to its U.S. defined benefit pension plans for the fiscal year ending March 31, 2024, to be reduced to zero , and the excess contribution value will reduce future required cash contributions. 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 or using the net asset value as a practical expedient. 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, 2023 2022 2023 2022 Components of net periodic benefit income: Service cost $ 100 $ 156 $ 200 $ 342 Interest cost 20,117 16,290 40,234 32,579 Expected return on plan assets ( 26,252 ) ( 30,313 ) ( 52,504 ) ( 60,647 ) Amortization of prior service credits 26 26 51 51 Amortization of net loss 7,523 7,725 15,046 15,449 Net periodic benefit expense (income) $ 1,514 $ ( 6,116 ) $ 3,027 $ ( 12,226 ) The Company recognized net periodic benefit income from its other postretirement benefits plan of approximately $ 4,467 and $ 4,581 for the six months ended September 30, 2023 and 2022, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit | 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, 2023 and 2022, were as follows: Currency Unrealized Gains Defined Benefit Total (1) June 30, 2023 $ ( 45,502 ) $ 880 $ ( 501,484 ) $ ( 546,106 ) Other comprehensive (loss) income before reclassifications ( 5,160 ) ( 13 ) — ( 5,173 ) Amounts reclassified from AOCI — ( 845 ) 5,173 (2) 4,328 Net current period OCI ( 5,160 ) ( 858 ) 5,173 ( 845 ) September 30, 2023 $ ( 50,662 ) $ 22 $ ( 496,311 ) $ ( 546,951 ) June 30, 2022 $ ( 58,315 ) $ ( 1,108 ) $ ( 409,828 ) $ ( 469,251 ) Other comprehensive 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 ) March 31, 2023 $ ( 49,206 ) $ 1,217 $ ( 506,657 ) $ ( 554,646 ) Other comprehensive (loss) income before reclassifications ( 1,456 ) 566 — ( 890 ) Amounts reclassified from AOCI — ( 1,761 ) 10,346 (2) 8,585 Net current period OCI ( 1,456 ) ( 1,195 ) 10,346 7,695 September 30, 2023 $ ( 50,662 ) $ 22 $ ( 496,311 ) $ ( 546,951 ) March 31, 2022 $ ( 47,933 ) $ ( 270 ) $ ( 415,151 ) $ ( 463,354 ) Other comprehensive 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 ) (1) Net of tax . (2) Includes amortization of actuarial losses and recognized prior service costs, which are included in net periodic benefit income. Refer to Note 9 for additional disclosure regarding the Company's postretirement benefit plans. |
Segments
Segments | 6 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segments | 11. SEGMENTS The Company reports financial performance based on the following two reportable segments: Systems & Support and Interiors. The Company’s reportable segments are aligned with how the business is managed, and the Company's views of the markets it serves. The Chief Operating Decision Maker (the "CODM") evaluates performance and allocates resources based upon review of segment information. The CODM utilizes earnings before interest, income taxes, depreciation and amortization, and pension (“Adjusted EBITDAP”) as a primary measure of segment profitability to evaluate performance of its segments and allocate resources. Segment Adjusted EBITDAP is total segment revenue reduced by operating expenses (less depreciation and amortization) identifiable with that segment. Corporate includes general corporate administrative costs and any other costs not identifiable with one of the Company’s segments. The Company does not accumulate net sales information by product or service or groups of similar products and services, and therefore the Company does not disclose net sales by product or service because to do so would be impracticable. Selected financial information for each reportable segment is as follows: Three Months Ended September 30, 2023 Total Corporate & Systems & Interiors Net sales to external customers $ 354,061 $ — $ 318,768 $ 35,293 Intersegment sales (eliminated in consolidation) — ( 27 ) 27 — Segment profit and reconciliation to consolidated income before income taxes: Adjusted EBITDAP 58,298 — 61,002 ( 2,704 ) Reconciliation of segment profit to income before income taxes Depreciation and amortization ( 8,042 ) ( 445 ) ( 6,953 ) ( 644 ) Interest expense and other, net ( 35,884 ) Corporate expenses ( 11,915 ) Share-based compensation expense ( 3,724 ) Gain on sale of assets and businesses 409 Amortization of acquired contract liabilities 590 Non-service defined benefit income 820 Legal judgment loss ( 1,338 ) Debt modification and extinguishment gain 688 Warrant remeasurement gain, net 544 Income before income taxes 446 Total capital expenditures $ 4,627 $ 105 $ 3,971 $ 551 Total assets $ 1,673,132 $ 129,716 $ 1,438,290 $ 105,126 Three Months Ended September 30, 2022 Total Corporate & Systems & Interiors 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 Six Months Ended September 30, 2023 Total Corporate & Systems & Interiors* Net sales to external customers $ 681,206 $ — $ 609,343 $ 71,863 Intersegment sales (eliminated in consolidation) — ( 40 ) 27 13 Segment profit and reconciliation to consolidated income before income taxes: Adjusted EBITDAP 108,554 — 113,151 ( 4,597 ) Reconciliation of segment profit to loss before income taxes Depreciation and amortization ( 16,160 ) ( 940 ) ( 13,893 ) ( 1,327 ) Interest expense and other, net ( 74,533 ) Corporate expenses ( 28,365 ) Share-based compensation expense ( 7,346 ) Loss on sale of assets and businesses ( 12,208 ) Amortization of acquired contract liabilities 1,165 Non-service defined benefit income 1,640 Legal judgment loss ( 1,338 ) Debt extinguishment gain 4,079 Warrant remeasurement gain, net 8,545 Loss before income taxes ( 15,967 ) Total capital expenditures $ 11,028 $ 1,937 $ 8,032 $ 1,059 Six Months Ended September 30, 2022 Total Corporate & Systems & Interiors* 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 During the three months ended September 30, 2023 and 2022, the Company had foreign sales of $ 89,901 and $ 73,304 , respectively. During the six months ended September 30, 2023 and 2022, the Company had foreign sales of $ 168,814 and $ 143,408 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2023 | |
Commitments And Contingencies [Abstract] | |
Commitments and Contingencies | 12. COMMITMENTS AND CONTINGENCIES Environmental Matters Certain of the Company's business current or former operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations. In August 2023, a panel of three arbitrators made an interim decision in an ongoing arbitration between Triumph Aerostructures, LLC (“TAS”), a wholly owned subsidiary of the Company, and Northrop Grumman Systems Corporation (“Northrop”) related to ongoing responsibility for environmental remediation costs at four formerly occupied properties that had been previously operated by Northrop. Although the interim decision indicated that TAS would have certain ongoing responsibility for remediation at the properties, given the ongoing nature of the dispute and unresolved claims for damages and counterclaims, it is not possible to reasonably estimate the extent of TAS’s economic responsibility as it pertains to three of the properties. Approximately $ 1,300 has been accrued as a legal judgment loss and is management's best estimate of the remediation costs at the remaining fourth property. Further hearing on the matter is anticipated to occur in the second half of fiscal 2024. TAS intends to vigorously defend itself in this matter, including potentially seeking to set aside any adverse decision from the arbitration panel. While the Company currently expects that the final resolution of this matter will not have a material effect on its results from operations and cash flows, the assessment is subjective and requires the exercise of judgment, and the ultimate impact on operations could be in the range of a loss of up to $ 27,000 , with such loss resulting in annual cash expenditures not likely to exceed $ 1,000 to $ 2,000 in a given year. Commercial Disputes and Litigation Throughout the course of the Company’s programs, disputes with suppliers or customers could arise regarding unique contractual requirements, quality, costs or impacts to production schedules. If the Company is unable to successfully and equitably resolve such claims and assertions, its business, financial condition, results of operations, customer relationships and related transactions could be materially adversely affected. In the ordinary course of business, the Company is involved in disputes, claims and lawsuits with employees, suppliers and customers, as well as governmental and regulatory inquiries, that it deems to be immaterial. Some may involve claims or potential claims of substantial damages, fines, penalties or injunctive relief. While the Company cannot predict the outcome of any pending or future litigation or proceeding and no assurances can be given, the Company does not believe that any pending matter will have a material effect, individually or in the aggregate, on its financial position or results of operations. Divestitures, Disposals, Guarantees, and Indemnifications As disclosed in Note 3, we have engaged in a number of divestitures. In connection with divestitures and related transactions, the Company from time to time has indemnified and has been indemnified by third parties against certain liabilities that may arise in connection with, among other things, business activities prior to the completion of the respective transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. As of September 30, 2023, no indemnification assets or liabilities have been recorded. As it relates to certain divestitures, disputes have arisen or may continue to arise between the Company and the acquirer subsequent to the completion and closing of the divestiture transaction. Such disputes have included or may include amounts payable to or from the buyer for closing working capital adjustments to the purchase price as well as claims regarding alleged violations of contractual terms, representations, and warranties of the sale agreements, among other matters. The outcome of such disputes typically involve negotiations between the Company and the acquirer, but could also lead to litigation between the parties, and the ultimate claims made by the parties against each other could be material. As of September 30, 2023 , we have accrued for our estimate of probable losses associated with such disputes, but losses in excess of those currently accrued could be incurred and may be material. The Company has received notification of claims which allege certain bases for indemnification and damages relating to certain divestitures, including a May 17, 2023, letter relating to the sale of the Stuart facility. The relevant agreements generally contain limits on certain damages that may be payable under the relevant agreements. For example, the divestiture agreement relating to the sale of the Stuart facility contains an $ 18,750 general cap on breaches of representations (other than certain specified representations) and a $ 25,000 cap on breaches of certain specified representations related to contracts and product warranties, in each case absent certain circumstances, including fraud or breaches of fundamental or tax representations. As disclosed in Note 3, on June 16, 2023, the Company entered into a settlement agreement with the buyer of the Stuart facility resolving a working capital dispute with the buyer resulting in an amount of $ 2,400 payable to the Company and resolving claims by the buyer related to the accounts payable representation and warranty under the purchase agreement resulting in an amount of $ 9,200 payable to the buyer, with such amount applicable to the general cap referred to above. The amounts were settled on a net basis by the Company paying $ 6,800 to the buyer. Other claims for indemnification with the Buyer of the Stuart facility remain outstanding. While the Company cannot predict the outcome of any pending or future litigation, proceeding, or claim and no assurances can be given, the Company intends to vigorously defend claims brought against it and does not believe that any pending matter will have a material effect, individually or in the aggregate, on its financial position or results of operations. If the Company is unable to successfully and equitably resolve such claims and assertions, its business, financial condition, and results of operations could be materially adversely affected. Additionally, in connection with certain divestitures, the Company has obtained customer consent to assign specified long-term contracts to the acquirer of the divested business by entering into consent-to-assignment agreements among the customer, the acquirer, and the Company. Pursuant to certain of these agreements, the Company remains a co-obligor under the contract pursuant to guarantee agreements with the customer that predate the divestiture transaction. The term of these obligations typically covers a period of 2 to 5 years from the date of divestiture. There is no limitation to the maximum potential future liabilities under these contracts; however, the Company is typically indemnified by acquirers against such losses that may arise from the acquirers’ failure to perform under the assigned contracts. As of September 30, 2023 , no related indemnification assets or liabilities or guarantee liabilities have been recorded, and the Company has not been called upon to act as co-obligor under such arrangements through that date. Also, in connection with certain divestitures, the Company has assigned lease facility agreements to the acquirers and entered into agreements to act as a co-obligor under the lease agreement in the event of non-performance under the lease by the assignee. The Company is generally indemnified by the assignee or other third party to the transaction. On May 2, 2023, the Company received a letter from a lessor associated with one such transaction to assert the lessor’s rights against the Company as guarantor. The lease payment associated with the lease is approximately $ 130 per month over a lease term ending December 31, 2031, although the landlord has acknowledged its duty to mitigate damages by re-leasing the property. The Company expects to be fully indemnified for any amounts payable under such guarantee. As the Company has completed the disposal of certain facilities, it may be exposed to additional costs such as environmental remediation obligations, lease termination costs, or customer 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, in the year ended March 31, 2023, the Company withdrew from the IAM National Pension Fund (the “Fund), which is a multiemployer pension plan to which the Company previously contributed on behalf of certain of its represented employees. Such withdrawal occurred as part of the Company’s exit of its Spokane, Washington, composites manufacturing operations. In April 2023, the Company received a letter from the Fund confirming the Company’s complete withdrawal from the Fund and indicating that the Company’s portion of the unfunded vested benefits (the “Withdrawal Liability”) was estimated to be approximately $ 14,644 , payable in quarterly installments of approximately $ 400 over a period of approximately thirteen years. The Withdrawal Liability is subject to further adjustment based on the finalization of the Fund’s actuarial valuation for the plan year ending December 31, 2021, (i.e., the applicable plan year preceding the date of the Company’s withdrawal). As of September 30, 2023, the Company's liability for this obligation is included on the accompanying condensed consolidated balance sheets is approximately $ 13,825 , representing its estimate of the remaining obligation based on the letter received from the Fund. The Company is in the process of reviewing and responding to the withdrawal liability assessment, and it is possible the Withdrawal Liability could be reduced during that process. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Revenue Recognition and Contract Balances | Revenue Recognition and Contract Balances The Company's revenue is principally from contracts with customers to provide design, development, manufacturing, and support services associated with specific customer programs. The Company regularly enters into long-term master supply agreements that establish general terms and conditions and may define specific program requirements. Many agreements include clauses that provide sole supplier status to the Company for the duration of the program’s life. Purchase orders (or authorizations to proceed) are issued pursuant to the master supply agreements. Additionally, a majority of the Company’s agreements with customers include options for future purchases. Such options primarily reduce the administrative effort of issuing subsequent purchase orders and 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 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; however, actual results could differ materially from those estimates. For the three and six months ended September 30, 2023, cumulative catch-up adjustments resulting from changes in estimated contract values and contract costs during the periods were immaterial. For the three months ended September 30, 2022 , cumulative catch-up adjustments resulting from changes in estimates 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 six months ended September 30, 2022 , cumulative catch-up adjustments resulting from changes in estimates increased net sales, operating income, net income, and earnings per diluted share by approximately $ 11,993 , $ 19,495 , $ 19,495 , and $ 0.30 , 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 of contract assets and liabilities. Refer to Note 4 for further discussion. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s trade and other accounts receivable are exposed to credit risk. However, the risk is limited due to the diversity of the customer base and the customer base’s wide geographical area. Trade accounts receivable from The Boeing Company ("Boeing") (representing commercial, military, and space) represented approximately 17 % and 12 % of total trade accounts receivable as of September 30, 2023 and March 31, 2023 , respectively. As of March 31, 2023, trade and other receivables from Daher Aerospace Inc. ("Daher") include receivables that largely corresponded with payables associated with transition services and represented approximately 20 % as of March 31, 2023. The transition services agreement with Daher contractually expired as of June 30, 2023, and remaining receivables and payables as of that date were not significant. The Company had no other concentrations of credit risk of more than 10%. Sales to Boeing for the six months ended September 30, 2023, were $ 149,041 , or 22 % of net sales, of which $ 102,716 and $ 46,325 were from Systems & Support and Interiors, respectively. 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 Interiors, respectively. No other single customer accounted for more than 10% of the Company’s net sales. However, the loss of any significant customer, including Boeing, could have a material adverse effect on the Company and its operating subsidiaries. |
Warrants | Warrants On December 1, 2022, the Company’s board of directors declared a distribution to holders of the Company’s shares of common stock in the form of warrants to purchase shares of common stock (the “Warrants”). Holders of common stock received three Warrants for every ten shares of common stock held as of December 12, 2022 (the "Record Date"). The Company issued approximately 19.5 million Warrants on December 19, 2022, to holders of record of common stock as of the close of business on the Record Date. Each Warrant represented the right to purchase initially one share of common stock, at an exercise price of $ 12.35 per Warrant, subject to certain anti-dilution adjustments. Payment for shares of common stock on exercise of Warrants could have been made in (i) cash or (ii) under certain circumstances, certain of the Company's outstanding notes (the "Designated Notes"). The common stock warrants are accounted for as derivative liabilities in accordance with ASC 815-40 and included within accrued liabilities on the accompanying condensed consolidated balance sheets. The Company measured the Warrants at fair value as of the issuance date using a Monte Carlo pricing model, a Level 3 fair value measurement (as described below), due to the level of market activity. Inherent in the option pricing simulation are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of the Warrants based on implied and historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is based on the Company’s ability to redeem the Warrants, subject to a 20 calendar-day notice period, as well as the automatic acceleration of the Expiration Date following the Price Condition Date. During the three months ended December 31, 2022, due to increased trading volume, the Company began remeasuring outstanding Warrants using the Warrants trading price, a Level 1 fair value measurement (as described below). The Warrants are remeasured at each balance sheet date. Warrants remeasurement adjustments are recognized in warrant remeasurement gain, net on the accompanying condensed consolidated statements of operations. At distribution, the fair value of the Warrants was $ 19,500 . Approximately 7.7 million of Warrants were exercised in the six months ended September 30, 2023, resulting in total cash proceeds, net of transaction costs, of approximately $ 79,961 , and $ 8,532 of warrants remeasurement gain was recognized in the six months ended September 30, 2023. On July 6, 2023 , the Company redeemed all of the approximately 11.4 million remaining outstanding Warrants for a total redemption price of approximately $ 11 per Warrant pursuant to its June 16, 2023, notice of redemption. |
Contingencies | Contingencies Contingences are existing conditions, situations or circumstances involving uncertainty as to possible gain or loss that will ultimately be resolved when future events occur or fail to occur. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory investigations and proceedings, product quality, and gains or losses resulting from other events and developments. Liabilities for loss contingencies are accrued in the amount of the Company's best estimate for the ultimate loss when a loss is considered probable of having been incurred and is reasonably estimable. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low-end of such range. Disclosure is provided for material loss contingencies when a loss is probable but a reasonable estimate cannot be made, and when it is reasonably possible that a loss will be incurred or the amount of a loss will exceed the recorded provision. The Company regularly reviews contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. Contingencies that might result in gains are generally not accrued until the contingencies are resolved and the gain is realized or realizable. Refer to Note 12 for further disclosure. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. When determining fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and also considers assumptions that market participants would use when pricing an asset or liability. The fair value hierarchy has three levels of inputs that may be used to measure fair value: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability; and Level 3—Unobservable inputs for the asset or liability. The Company has applied fair value measurements when measuring the warrants (refer to the above disclosure), when disclosing the fair value of its long-term debt not recorded at fair value (see Note 6), and to its pension and postretirement plan assets (see Note 9). |
Supplemental Cash Flow Information | Supplemental Cash Flow Information For the six months ended September 30, 2023 and 2022 the Company paid $ 1,699 and $ 2,619 , respectively f or income taxes, net of income tax refunds received. |
Revenue Recognition and Contr_2
Revenue Recognition and Contracts with Customers (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Change in Contract with Customer, Asset and Liability [Abstract] | |
Disaggregation of Revenue | The following table shows disaggregated net sales satisfied overtime and at a point in time (excluding intercompany sales) for the three and six months ended September 30, 2023 and 2022: Three Months Ended Six Months Ended 2023 2022 2023 2022 Systems & Support Satisfied over time $ 136,976 $ 111,718 $ 271,153 $ 232,436 Satisfied at a point in time 181,202 161,613 337,025 295,015 Revenue from contracts with customers 318,178 273,331 608,178 527,451 Amortization of acquired contract liabilities 590 867 1,165 1,390 Total Systems & Support revenue 318,768 274,198 609,343 528,841 Interiors Satisfied over time $ 29,716 $ 28,456 $ 60,645 $ 118,048 Satisfied at a point in time 5,577 4,946 11,218 10,095 Revenue from contracts with customers 35,293 33,402 71,863 128,143 Total Interiors revenue 35,293 33,402 71,863 128,143 Total revenue $ 354,061 $ 307,600 $ 681,206 $ 656,984 The following table shows disaggregated net sales by end market (excluding intercompany sales) for the three and six months ended September 30, 2023 and 2022: Three Months Ended Six Months Ended 2023 2022 2023 2022 Systems & Support OEM Commercial $ 95,898 $ 94,605 $ 177,454 $ 172,625 OEM Military 61,058 61,399 126,853 118,335 MRO Commercial 96,443 65,078 183,382 125,117 MRO Military 55,756 44,960 103,358 95,906 Non-aviation 9,023 7,289 17,131 15,468 Revenue from contracts with customers 318,178 273,331 608,178 527,451 Amortization of acquired contract liabilities 590 867 1,165 1,390 Total Systems & Support revenue $ 318,768 $ 274,198 $ 609,343 $ 528,841 Interiors OEM Commercial $ 35,082 $ 33,241 $ 70,740 $ 123,760 OEM Military — 24 — 52 MRO Commercial — — 704 3,144 Non-aviation 211 137 419 1,187 Revenue from contracts with customers 35,293 33,402 71,863 128,143 Total Interiors revenue 35,293 33,402 71,863 128,143 Total revenue $ 354,061 $ 307,600 $ 681,206 $ 656,984 |
Summary of Contract Assets and Liabilities Balances | Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. The following table summarizes the Company's contract assets and liabilities balances: September 30, 2023 March 31, 2023 Change Contract assets $ 109,351 $ 103,027 $ 6,324 Contract liabilities ( 39,853 ) ( 44,945 ) 5,092 Net contract asset $ 69,498 $ 58,082 $ 11,416 |
Schedule of Performance Obligations that are Expected to Be Recognized in Future | As of September 30, 2023, 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 Unsatisfied performance obligations $ 1,550,486 $ 891,840 $ 627,737 $ 29,962 $ 947 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of components of 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, March 31, 2023 2023 Raw materials $ 54,723 $ 44,834 Work-in-process, including manufactured and purchased components 346,443 304,874 Finished goods 10,760 17,000 Rotable assets 22,455 22,537 Total inventories $ 434,381 $ 389,245 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following: September 30, March 31, 2023 2023 Finance leases $ 13,339 $ 14,816 Senior secured first lien notes due 2028 1,200,000 1,200,000 Senior notes due 2025 466,552 499,024 Other notes 1,976 — Less: debt issuance costs ( 22,770 ) ( 22,058 ) 1,659,097 1,691,782 Less: current portion 3,108 3,162 $ 1,655,989 $ 1,688,620 |
Schedule of Carrying Amounts and Estimated Fair Values of Long-term Debt | Carrying amounts and the related estimated fair values of the Company's long-term debt not recorded at fair value in the consolidated financial statements are as follows: September 30, 2023 March 31, 2023 Carrying Fair Carrying Fair $ 1,659,097 $ 1,652,467 $ 1,691,782 $ 1,676,879 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation between Weighted-average Common Shares Outstanding used in Calculation of Basis and Diluted Earnings Per Share | The following is a reconciliation between the weighted average outstanding shares used in the calculation of basic and diluted earnings per share: Three Months Ended September 30, Six Months Ended September 30, (in thousands) 2023 2022 2023 2022 Weighted average common shares outstanding - basic 76,447 65,036 71,368 64,946 Net effect of dilutive warrants, stock options and non-vested stock (1) — 246 — 372 Weighted average common shares outstanding - diluted 76,447 65,282 71,368 65,318 (1) For the three and six months ended September 30, 2023 , no shares and approximately 11.5 million shares, respectively, that could potentially dilute earnings per share as a result of warrant exercises in the future were not included in diluted weighted average common shares outstanding because to do so would be anti-dilutive. For the three and six months ended September 30, 2023 and 2022 , the shares that could potentially dilute earnings per share in the future related to stock options and non-vested share-based compensation that were not included in diluted weighted average common shares outstanding because to do so would have been anti-dilutive were immaterial. |
Pension and Other Postretirem_2
Pension and Other Postretirement Benefit Plans (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Benefit Income | 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, 2023 2022 2023 2022 Components of net periodic benefit income: Service cost $ 100 $ 156 $ 200 $ 342 Interest cost 20,117 16,290 40,234 32,579 Expected return on plan assets ( 26,252 ) ( 30,313 ) ( 52,504 ) ( 60,647 ) Amortization of prior service credits 26 26 51 51 Amortization of net loss 7,523 7,725 15,046 15,449 Net periodic benefit expense (income) $ 1,514 $ ( 6,116 ) $ 3,027 $ ( 12,226 ) |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | Changes in accumulated other comprehensive loss ("AOCI") by component for the three and six months ended September 30, 2023 and 2022, were as follows: Currency Unrealized Gains Defined Benefit Total (1) June 30, 2023 $ ( 45,502 ) $ 880 $ ( 501,484 ) $ ( 546,106 ) Other comprehensive (loss) income before reclassifications ( 5,160 ) ( 13 ) — ( 5,173 ) Amounts reclassified from AOCI — ( 845 ) 5,173 (2) 4,328 Net current period OCI ( 5,160 ) ( 858 ) 5,173 ( 845 ) September 30, 2023 $ ( 50,662 ) $ 22 $ ( 496,311 ) $ ( 546,951 ) June 30, 2022 $ ( 58,315 ) $ ( 1,108 ) $ ( 409,828 ) $ ( 469,251 ) Other comprehensive 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 ) March 31, 2023 $ ( 49,206 ) $ 1,217 $ ( 506,657 ) $ ( 554,646 ) Other comprehensive (loss) income before reclassifications ( 1,456 ) 566 — ( 890 ) Amounts reclassified from AOCI — ( 1,761 ) 10,346 (2) 8,585 Net current period OCI ( 1,456 ) ( 1,195 ) 10,346 7,695 September 30, 2023 $ ( 50,662 ) $ 22 $ ( 496,311 ) $ ( 546,951 ) March 31, 2022 $ ( 47,933 ) $ ( 270 ) $ ( 415,151 ) $ ( 463,354 ) Other comprehensive 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 ) (1) Net of tax . (2) Includes amortization of actuarial losses and recognized prior service costs, which are included in net periodic benefit income. Refer to Note 9 for additional disclosure regarding the Company's postretirement benefit plans. |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Selected Financial Information for Each Reportable Segment and Reconciliation of EBITDAP to Operating Income | Selected financial information for each reportable segment is as follows: Three Months Ended September 30, 2023 Total Corporate & Systems & Interiors Net sales to external customers $ 354,061 $ — $ 318,768 $ 35,293 Intersegment sales (eliminated in consolidation) — ( 27 ) 27 — Segment profit and reconciliation to consolidated income before income taxes: Adjusted EBITDAP 58,298 — 61,002 ( 2,704 ) Reconciliation of segment profit to income before income taxes Depreciation and amortization ( 8,042 ) ( 445 ) ( 6,953 ) ( 644 ) Interest expense and other, net ( 35,884 ) Corporate expenses ( 11,915 ) Share-based compensation expense ( 3,724 ) Gain on sale of assets and businesses 409 Amortization of acquired contract liabilities 590 Non-service defined benefit income 820 Legal judgment loss ( 1,338 ) Debt modification and extinguishment gain 688 Warrant remeasurement gain, net 544 Income before income taxes 446 Total capital expenditures $ 4,627 $ 105 $ 3,971 $ 551 Total assets $ 1,673,132 $ 129,716 $ 1,438,290 $ 105,126 Three Months Ended September 30, 2022 Total Corporate & Systems & Interiors 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 Six Months Ended September 30, 2023 Total Corporate & Systems & Interiors* Net sales to external customers $ 681,206 $ — $ 609,343 $ 71,863 Intersegment sales (eliminated in consolidation) — ( 40 ) 27 13 Segment profit and reconciliation to consolidated income before income taxes: Adjusted EBITDAP 108,554 — 113,151 ( 4,597 ) Reconciliation of segment profit to loss before income taxes Depreciation and amortization ( 16,160 ) ( 940 ) ( 13,893 ) ( 1,327 ) Interest expense and other, net ( 74,533 ) Corporate expenses ( 28,365 ) Share-based compensation expense ( 7,346 ) Loss on sale of assets and businesses ( 12,208 ) Amortization of acquired contract liabilities 1,165 Non-service defined benefit income 1,640 Legal judgment loss ( 1,338 ) Debt extinguishment gain 4,079 Warrant remeasurement gain, net 8,545 Loss before income taxes ( 15,967 ) Total capital expenditures $ 11,028 $ 1,937 $ 8,032 $ 1,059 Six Months Ended September 30, 2022 Total Corporate & Systems & Interiors* 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 |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Details) | 6 Months Ended |
Sep. 30, 2023 Segment | |
Background And Basis Of Presentation [Line Items] | |
Number of reportable segments | 2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | Jul. 06, 2023 | Dec. 19, 2022 | Dec. 01, 2022 | |
Change In Accounting Estimate [Line Items] | ||||||||
Operating income (loss) | $ 34,278 | $ 132,166 | $ 44,302 | $ 146,900 | ||||
Net (loss) income | $ (1,296) | $ 106,526 | $ (19,459) | $ 96,184 | ||||
Loss per share | $ (0.02) | $ 1.64 | $ (0.27) | $ 1.48 | ||||
Earnings per diluted share | $ (0.02) | $ 1.63 | $ (0.27) | $ 1.47 | ||||
Income taxes paid, net of refunds received | $ 1,699 | $ 2,619 | ||||||
Net sales | $ 354,061 | $ 307,600 | 681,206 | 656,984 | ||||
Number of warrants received by common stock holder | 3 | |||||||
Number of common shares held to issue warrants | 10 | |||||||
Number of warrants issued | 19,500,000 | |||||||
Number of common stock purchased or issued for each warrant | 1 | |||||||
Warrants exercise price | $ 12.35 | |||||||
Proceeds from warrants exercised, net of transaction costs | 79,961 | |||||||
Warrants redemption price per warrant | $ 11 | |||||||
Redeemed Outstanding Warrants | 11,400,000 | |||||||
Fair value of warrants | $ 19,500 | |||||||
Warrants remeasurement gain | $ 8,532 | |||||||
Number of warrants exercised | 7,700,000 | |||||||
Changes in Estimates [Member] | ||||||||
Change In Accounting Estimate [Line Items] | ||||||||
Operating income (loss) | 9,422 | 19,495 | ||||||
Net (loss) income | $ 9,422 | $ 19,495 | ||||||
Earnings per diluted share | $ 0.14 | $ 0.3 | ||||||
Net sales | $ 867 | $ 11,993 | ||||||
Boeing [Member] | Trade Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||||||||
Change In Accounting Estimate [Line Items] | ||||||||
Concentration Risk, Percentage | 17% | 12% | ||||||
Boeing [Member] | Net sales [Member] | Customer Concentration Risk [Member] | ||||||||
Change In Accounting Estimate [Line Items] | ||||||||
Concentration Risk, Percentage | 22% | 29% | ||||||
Net sales | $ 149,041 | $ 189,311 | ||||||
Boeing [Member] | Net sales [Member] | Customer Concentration Risk [Member] | Systems & Support [Member] | ||||||||
Change In Accounting Estimate [Line Items] | ||||||||
Net sales | 102,716 | 89,825 | ||||||
Boeing [Member] | Net sales [Member] | Customer Concentration Risk [Member] | Interiors [Member] | ||||||||
Change In Accounting Estimate [Line Items] | ||||||||
Net sales | $ 46,325 | $ 99,486 | ||||||
Daher Aerospace Inc. [Member] | Trade Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||||||||
Change In Accounting Estimate [Line Items] | ||||||||
Concentration Risk, Percentage | 20% | |||||||
Minimum [Member] | ||||||||
Change In Accounting Estimate [Line Items] | ||||||||
Standard trade receivable, payment terms | 30 days | |||||||
Maximum [Member] | ||||||||
Change In Accounting Estimate [Line Items] | ||||||||
Standard trade receivable, payment terms | 120 days |
Divested Operations and Asset_2
Divested Operations and Assets Held For Sale - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended |
Jul. 31, 2022 | Sep. 30, 2023 | |
Discontinued operations and assets held for sale | ||
Gain (loss) on disposition of business | $ 8,300 | |
Stuart Manufacturing Operations [Member] | ||
Discontinued operations and assets held for sale | ||
Gain (loss) on disposition of business | $ 96,800 | |
Payment for disposition of business | 6,800 | |
Assets Held for Sale Composites Manufacturing Operations [Member] | ||
Discontinued operations and assets held for sale | ||
Gain (loss) on disposition of business | $ 3,900 |
Revenue Recognition and Contr_3
Revenue Recognition and Contracts with Customers - Schedule of Disaggregated Net Sales Satisfied Overtime and at a Point in Time (Excluding Intercompany Sales) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Amortization of acquired contract liabilities | $ 590 | $ 867 | $ 1,165 | $ 1,390 |
Net sales | 354,061 | 307,600 | 681,206 | 656,984 |
Systems & Support [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 318,178 | 273,331 | 608,178 | 527,451 |
Amortization of acquired contract liabilities | 590 | 867 | 1,165 | 1,390 |
Revenues excluding intercompany sales | 318,768 | 274,198 | 609,343 | 528,841 |
Systems & Support [Member] | Transferred over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 136,976 | 111,718 | 271,153 | 232,436 |
Systems & Support [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 181,202 | 161,613 | 337,025 | 295,015 |
Interiors [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 35,293 | 33,402 | 71,863 | 128,143 |
Revenues excluding intercompany sales | 35,293 | 33,402 | 71,863 | 128,143 |
Interiors [Member] | Transferred over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 29,716 | 28,456 | 60,645 | 118,048 |
Interiors [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 5,577 | $ 4,946 | $ 11,218 | $ 10,095 |
Revenue Recognition and Contr_4
Revenue Recognition and Contracts with Customers - Schedule of Disaggregated Net Sales by End Market (Excluding Intercompany Sales) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Amortization of acquired contract liabilities | $ 590 | $ 867 | $ 1,165 | $ 1,390 |
Net sales | 354,061 | 307,600 | 681,206 | 656,984 |
Systems & Support [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 318,178 | 273,331 | 608,178 | 527,451 |
Amortization of acquired contract liabilities | 590 | 867 | 1,165 | 1,390 |
Revenues excluding intercompany sales | 318,768 | 274,198 | 609,343 | 528,841 |
Systems & Support [Member] | OEM Commercial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 95,898 | 94,605 | 177,454 | 172,625 |
Systems & Support [Member] | OEM Military [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 61,058 | 61,399 | 126,853 | 118,335 |
Systems & Support [Member] | MRO Commercial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 96,443 | 65,078 | 183,382 | 125,117 |
Systems & Support [Member] | MRO Military [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 55,756 | 44,960 | 103,358 | 95,906 |
Systems & Support [Member] | Non-aviation [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 9,023 | 7,289 | 17,131 | 15,468 |
Interiors [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 35,293 | 33,402 | 71,863 | 128,143 |
Revenues excluding intercompany sales | 35,293 | 33,402 | 71,863 | 128,143 |
Interiors [Member] | OEM Commercial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 35,082 | 33,241 | 70,740 | 123,760 |
Interiors [Member] | OEM Military [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 24 | 52 | ||
Interiors [Member] | MRO Commercial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 704 | 3,144 | ||
Interiors [Member] | Non-aviation [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 211 | $ 137 | $ 419 | $ 1,187 |
Revenue Recognition and Contr_5
Revenue Recognition and Contracts with Customers - Summary of Contract Assets and Liabilities Balances (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 109,351 | $ 103,027 |
Contract liabilities | (39,853) | (44,945) |
Net contract asset | 69,498 | $ 58,082 |
Change in contract assets | 6,324 | |
Change in contract liabilities | 5,092 | |
Change in net contract asset | $ 11,416 |
Revenue Recognition and Contr_6
Revenue Recognition and Contracts with Customers - Additional Information (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Liability, Revenue Recognized | $ 13,597 |
Revenue Recognition and Contr_7
Revenue Recognition and Contracts with Customers - Schedule of Performance Obligations that are Expected to Be Recognized in Future (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 1,550,486 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Unsatisfied performance obligations | 891,840 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Unsatisfied performance obligations | 627,737 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Unsatisfied performance obligations | 29,962 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 947 |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 years |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 5 years |
Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 4 years |
Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 5 years |
Revenue Recognition and Contr_8
Revenue Recognition and Contracts with Customers - Schedule of Performance Obligations that are Expected to Be Recognized in Future (Details 1) $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 1,550,486 |
Inventories - Schedule of Compo
Inventories - Schedule of Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 54,723 | $ 44,834 |
Work-in-process, including manufactured and purchased components | 346,443 | 304,874 |
Finished goods | 10,760 | 17,000 |
Rotable assets | 22,455 | 22,537 |
Total inventories | $ 434,381 | $ 389,245 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Less: debt issuance costs | $ (22,770) | $ (22,058) |
Long-term debt | 1,659,097 | 1,691,782 |
Current portion of long-term debt | 3,108 | 3,162 |
Long-term debt, less current portion | 1,655,989 | 1,688,620 |
Receivable Securitization Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 13,339 | 14,816 |
Senior Secured First Lien Notes Due 2028 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,200,000 | 1,200,000 |
Senior Notes Due 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 466,552 | $ 499,024 |
Other Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,976 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Nov. 07, 2023 | Mar. 14, 2023 | Nov. 05, 2021 | Aug. 17, 2020 | Aug. 17, 2017 | Nov. 07, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 31, 2023 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||||||||||
Interest paid, including capitalized interest, operating and investing activities | $ 74,218,000 | $ 62,731,000 | ||||||||||
Debt modification and extinguishment gain | $ 688,000 | 4,079,000 | ||||||||||
Payment of deferred financing costs | 1,578,000 | |||||||||||
Agent [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum amount of debt to be potentially repurchased | $ 50,000,000 | |||||||||||
Cash used to redeem debt including interest and transaction costs | 18,445,000 | |||||||||||
Subsequent Events [Member] | Agent [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument potential future redemption | $ 200,000 | |||||||||||
Debt instrument redeemed | $ 30,700,000 | |||||||||||
Receivable Securitization Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of drawn fee | 2% | |||||||||||
Percentage of collateralized fee incurred | 0.125% | |||||||||||
Long-term debt | 0 | 0 | ||||||||||
Letters of credit outstanding, amount | 19,594,000 | 19,594,000 | ||||||||||
Receivable Securitization Facility [Member] | BSBY [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, commitment fee percentage | 2.25% | |||||||||||
Receivable Securitization Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.45% | |||||||||||
Receivable Securitization Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | 100,000,000 | 100,000,000 | ||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||||||||
Senior Secured First Lien Notes Due 2024 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||||
Debt instrument, redemption, description | 40% | |||||||||||
Debt instrument, redemption price, percentage - equity offering | 109% | |||||||||||
Debt instrument, redemption price, percentage - change of control | 101% | |||||||||||
Senior Notes Due 2025 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 7.75% | |||||||||||
Long-term debt | 466,552,000 | 466,552,000 | $ 499,024,000 | |||||||||
Debt instrument, principal amount | $ 500,000,000 | $ 19,068,000 | $ 19,068,000 | |||||||||
Proceeds from loan, percentage of principal (as a percent) | 100% | |||||||||||
Debt instrument, interest rate, effective percentage | 7.75% | |||||||||||
Debt instrument, interest payment terms | Interest is payable semiannually in cash in arrears on February 15 and August 15 of each year, commencing on February 15, 2018. | |||||||||||
Debt tendered to exercise warrant | $ 13,404,000 | |||||||||||
Warrants excercised through tendering of debt | 0.9 | 0.9 | ||||||||||
Debt instrument, due date | Aug. 15, 2025 | |||||||||||
Percentage of principal amount that the holder of the note may require the entity to repurchase due to a fundamental change undergone by the entity, subject to certain conditions (as a percent) | 101% | |||||||||||
Asset sales redemption price, percentage of principal (as a percent) | 100% | |||||||||||
Payment of deferred financing costs | $ 8,779,000 | |||||||||||
Amended Receivable Securitization Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Receivables securitization facility, expiration period | 2024-11 | |||||||||||
Senior Secured First Lien Notes Due 2028 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 9% | |||||||||||
Long-term debt | $ 1,200,000,000 | $ 1,200,000,000 | $ 1,200,000,000 | |||||||||
Debt instrument, principal amount | $ 1,200,000,000 | |||||||||||
Proceeds from loan, percentage of principal (as a percent) | 100% | |||||||||||
Debt instrument, interest rate, effective percentage | 9% | |||||||||||
Debt instrument, interest payment terms | Interest is payable semiannually in cash in arrears on March 15 and September 15 of each year | |||||||||||
Debt modification and extinguishment gain | $ 3,400,000 | |||||||||||
Payment of deferred financing costs | $ 23,000,000 | |||||||||||
Debt instrument redemption aggregate principal amount notes per annum | 103% | |||||||||||
Debt instrument prepayment option due to equity offering per annum | 10% |
Long-term Debt - Schedule of Ca
Long-term Debt - Schedule of Carrying Amounts and Estimated Fair Values of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,659,097 | $ 1,691,782 |
Reported Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,659,097 | 1,691,782 |
Estimate of Fair Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,652,467 | $ 1,676,879 |
Earnings per Share - Summary of
Earnings per Share - Summary of Reconciliation between Weighted-average Common Shares Outstanding used in Calculation of Basis and Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding - basic | 76,447 | 65,036 | 71,368 | 64,946 |
Net effect of dilutive warrants, stock options and non-vested stock | 246 | 372 | ||
Weighted average common shares outstanding - diluted | 76,447 | 65,282 | 71,368 | 65,318 |
Earnings per Share - Summary _2
Earnings per Share - Summary of Reconciliation between Weighted-average Common Shares Outstanding used in Calculation of Basis and Diluted (Parenthetical) (Details) - shares | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 11,500,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Income Tax Contingency [Line Items] | |||||
Unrecognized tax benefits | $ 12,253 | $ 12,253 | $ 12,085 | ||
Effective income tax rate (as a percent) | 390.60% | 1.60% | (21.90%) | 3.50% |
Pension and Other Postretirem_3
Pension and Other Postretirement Benefit Plans - Schedule of Components of Net Periodic Benefit Income (Details) - Pension Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 100 | $ 156 | $ 200 | $ 342 |
Interest cost | 20,117 | 16,290 | 40,234 | 32,579 |
Expected return on plan assets | (26,252) | (30,313) | (52,504) | (60,647) |
Amortization of prior service credits | 26 | 26 | 51 | 51 |
Amortization of net loss | 7,523 | 7,725 | 15,046 | 15,449 |
Net periodic benefit expense (income) | $ 1,514 | $ (6,116) | $ 3,027 | $ (12,226) |
Pension and Other Postretirem_4
Pension and Other Postretirement Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Issuance of shares on pension contribution | $ 39,136 | |||||
Common Stock [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Issuance of shares on pension contribution, shares | 3,200,000 | |||||
Issuance of shares on pension contribution | $ 4 | |||||
Other postretirement [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net periodic benefit income | $ 4,467 | $ 4,581 | ||||
Pension Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net periodic benefit income | $ 1,514 | $ (6,116) | 3,027 | $ (12,226) | ||
Issuance of shares on pension contribution | 39,136 | |||||
Defined benefit plan, estimated future employer contributions in next fiscal year | $ 0 | $ 0 | $ 14,700 | |||
Pension Plan [Member] | Common Stock [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Issuance of shares on pension contribution, shares | 3,200,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Balance | $ (751,864) | $ (805,287) | $ (797,396) | $ (787,423) | |
Total other comprehensive (loss) income | (845) | (7,482) | 7,695 | (13,379) | |
Balance | (668,216) | (702,103) | (668,216) | (702,103) | |
Currency Translation Adjustment [Member] | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Balance | (45,502) | (58,315) | (49,206) | (47,933) | |
Other comprehensive (loss) income before reclassifications | (5,160) | (12,433) | (1,456) | (22,815) | |
Total other comprehensive (loss) income | (5,160) | (12,433) | (1,456) | (22,815) | |
Balance | (50,662) | (70,748) | (50,662) | (70,748) | |
Unrealized Gains and Losses on Derivative Instruments [Member] | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Balance | 880 | (1,108) | 1,217 | (270) | |
Other comprehensive (loss) income before reclassifications | (13) | 210 | 566 | (261) | |
Amounts reclassified from AOCI | (845) | (583) | (1,761) | (950) | |
Total other comprehensive (loss) income | (858) | (373) | (1,195) | (1,211) | |
Balance | 22 | (1,481) | 22 | (1,481) | |
Defined Benefit Pension Plans and Other Postretirement Benefits [Member] | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Balance | (501,484) | (409,828) | (506,657) | (415,151) | |
Amounts reclassified from AOCI | [1] | 5,173 | 5,324 | 10,346 | 10,647 |
Total other comprehensive (loss) income | 5,173 | 5,324 | 10,346 | 10,647 | |
Balance | (496,311) | (404,504) | (496,311) | (404,504) | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Balance | [2] | (546,106) | (469,251) | (554,646) | (463,354) |
Other comprehensive (loss) income before reclassifications | [2] | (5,173) | (12,223) | (890) | (23,076) |
Amounts reclassified from AOCI | [2] | 4,328 | 4,741 | 8,585 | 9,697 |
Total other comprehensive (loss) income | [2] | (845) | (7,482) | 7,695 | (13,379) |
Balance | [2] | $ (546,951) | $ (476,733) | $ (546,951) | $ (476,733) |
[1] Includes amortization of actuarial losses and recognized prior service costs, which are included in net periodic benefit income. Refer to Note 9 for additional disclosure regarding the Company's postretirement benefit plans. Net of tax |
Segments - Additional Informati
Segments - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Segment | Sep. 30, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 2 | |||
Net sales | $ 354,061 | $ 307,600 | $ 681,206 | $ 656,984 |
Foreign Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 89,901 | $ 73,304 | $ 168,814 | $ 143,408 |
Segments - Schedule of Selected
Segments - Schedule of Selected Financial Information for Each Reportable Segment and Reconciliation of EBITDAP to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Net sales to external customers | $ 354,061 | $ 307,600 | $ 681,206 | $ 656,984 | |
Intersegment sales (eliminated in consolidation) | 0 | 0 | 0 | 0 | |
Segment profit and reconciliation to consolidated income before income taxes: | |||||
Adjusted EBITDAP | 58,298 | 56,649 | 108,554 | 113,378 | |
Reconciliation of segment profit to income (loss) before income taxes | |||||
Depreciation and amortization | (8,042) | (8,685) | (16,160) | (18,491) | |
Interest expense and other, net | (35,884) | (32,453) | (74,533) | (64,365) | |
Corporate expenses | (11,915) | (16,596) | (28,365) | (30,545) | |
Share-based compensation expense | (3,724) | (3,952) | (7,346) | (5,530) | |
Gain (loss) on sale of assets and businesses | 409 | 103,883 | (12,208) | 103,883 | |
Amortization of acquired contract liabilities | 590 | 867 | 1,165 | 1,390 | |
Non-service defined benefit income | 820 | 8,563 | 1,640 | 17,149 | |
Consideration payable to customer related to divestiture | (17,185) | ||||
Legal judgment loss | (1,338) | (1,338) | |||
Debt modification and extinguishment gain | 688 | 4,079 | |||
Warrant remeasurement gain, net | 544 | 8,545 | |||
Income (loss) from continuing operations before income taxes | 446 | 108,276 | (15,967) | 99,684 | |
Total capital expenditures | 4,627 | 4,123 | 11,028 | 7,167 | |
Total assets | 1,673,132 | 1,673,132 | $ 1,714,844 | ||
Systems & Support [Member] | |||||
Reconciliation of segment profit to income (loss) before income taxes | |||||
Amortization of acquired contract liabilities | 590 | 867 | 1,165 | 1,390 | |
Corporate & Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales to external customers | 0 | 0 | 0 | 0 | |
Intersegment sales (eliminated in consolidation) | (27) | (8) | (40) | (20) | |
Segment profit and reconciliation to consolidated income before income taxes: | |||||
Adjusted EBITDAP | 0 | 0 | 0 | 0 | |
Reconciliation of segment profit to income (loss) before income taxes | |||||
Depreciation and amortization | (445) | (506) | (940) | (1,095) | |
Total capital expenditures | 105 | 0 | 1,937 | 109 | |
Total assets | 129,716 | 129,716 | |||
Operating Segments [Member] | Systems & Support [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales to external customers | 318,768 | 274,198 | 609,343 | 528,841 | |
Intersegment sales (eliminated in consolidation) | 27 | 0 | 27 | 0 | |
Segment profit and reconciliation to consolidated income before income taxes: | |||||
Adjusted EBITDAP | 61,002 | 50,053 | 113,151 | 90,202 | |
Reconciliation of segment profit to income (loss) before income taxes | |||||
Depreciation and amortization | (6,953) | (7,507) | (13,893) | (15,028) | |
Total capital expenditures | 3,971 | 3,707 | 8,032 | 6,586 | |
Total assets | 1,438,290 | 1,438,290 | |||
Operating Segments [Member] | Interiors [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales to external customers | 35,293 | 33,402 | 71,863 | 128,143 | |
Intersegment sales (eliminated in consolidation) | 0 | 8 | 13 | 20 | |
Segment profit and reconciliation to consolidated income before income taxes: | |||||
Adjusted EBITDAP | (2,704) | 6,596 | (4,597) | 23,176 | |
Reconciliation of segment profit to income (loss) before income taxes | |||||
Depreciation and amortization | (644) | (672) | (1,327) | (2,368) | |
Total capital expenditures | 551 | $ 416 | 1,059 | $ 472 | |
Total assets | $ 105,126 | $ 105,126 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 02, 2023 | Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | |
Loss Contingencies [Line Items] | |||||
Lease payment for divested business | $ 130 | ||||
Accrued liability | $ 14,644 | ||||
Periodic payment of withdrawal liability | $ 400 | ||||
Withdrawal liability | $ 13,825 | $ 13,825 | |||
Legal judgment loss | 1,338 | $ 1,338 | |||
Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Obligations gurantee period for divestiture | 5 years | ||||
Loss in annual cash expenditures, limit | $ 2,000 | ||||
Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Obligations gurantee period for divestiture | 2 years | ||||
Loss in annual cash expenditures, limit | $ 1,000 | ||||
Representations - General [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss limit under asset purchase agreement | 18,750 | 18,750 | |||
Representations - Specified [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss limit under asset purchase agreement | $ 25,000 | 25,000 | |||
Accounts Payable Representation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Payment of legal settlement | 2,400 | ||||
Warranty Under Purchase Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Payment of legal settlement | 9,200 | ||||
Stuart Manufacturing Operations [Member] | |||||
Loss Contingencies [Line Items] | |||||
Payment of legal settlement | 6,800 | ||||
Environmental Accrual Matters [Member] | |||||
Loss Contingencies [Line Items] | |||||
Legal judgment loss | 1,300 | ||||
Environmental Accrual Matters [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Legal judgment loss | $ 27,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring | $ 1,942 | $ 2,152 | $ 1,942 | $ 2,851 |