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| 8-K - FORM 8-K - TransDigm Group INC | d668564d8k.htm |
Exhibit 99.1
TransDigm Group Reports Fiscal 2014 First Quarter Results
Cleveland, Ohio, February 4, 2014/PRNewswire via COMTEX/ — TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the first quarter ended December 28, 2013.
Highlights for the first quarter include:
| • | Net sales of $529.3 million, up 23.0% from $430.4 million; |
| • | EBITDA As Defined of $243.6 million, up 21.2% from $200.9 million; |
| • | Net income of $86.1 million, up 16.1% from $74.2 million; |
| • | Earnings per share of $1.44, up 118.2% from $0.66; |
| • | Adjusted earnings per share of $1.66, up 9.9% from $1.51; and |
| • | Upward revision to fiscal 2014 financial guidance. |
Net sales for the quarter rose 23.0% to $529.3 million from $430.4 million in the comparable quarter a year ago. Organic net sales grew approximately 9.1%. The favorable contribution from the acquisitions of Aerosonic, Arkwin and Whippany Actuation accounted for the balance of the increase in net sales.
Net income for the quarter rose 16.1% to $86.1 million, or $1.44 per share, compared to $74.2 million, or $0.66 per share, in the comparable quarter a year ago. Earnings per share were reduced by $0.07 per share representing dividend equivalent payments made in the quarter compared to $0.70 per share in the comparable quarter a year ago. The increase in net income primarily reflects the growth in net sales described above partially offset by higher interest expense. The increase in interest expense was primarily due to an increase in outstanding borrowings from $4.2 billion to $5.7 billion primarily to fund the $22.00 per share dividend paid in July 2013.
Adjusted net income for the quarter rose 15.2% to $94.8 million, or $1.66 per share, from $82.3 million, or $1.51 per share, in the comparable quarter a year ago. Adjusted earnings per share increase of 9.9% was lower than the increase in adjusted net income of 15.2% as a result of higher weighted average shares of 57.0 million, up from 54.5 million in the prior year period.
EBITDA for the quarter increased 23.2% to $234.5 million from $190.3 million for the comparable quarter a year ago. EBITDA As Defined for the period increased 21.2% to $243.6 million
compared with $200.9 million in the quarter a year ago. EBITDA As Defined as a percentage of net sales for the quarter was 46.0%.
“We are pleased with our operating results for the first quarter of fiscal year 2014,” stated W. Nicholas Howley, TransDigm Group’s Chairman and Chief Executive Officer. “We experienced revenue growth in all aerospace markets, and we see continuing signs of an improving commercial aftermarket as commercial aftermarket sales rose both sequentially and versus the prior year. Adjusting for acquisition dilution of approximately two margin points from the acquisitions completed in fiscal 2013, our core EBITDA As Defined margin was strong at 48%.
As previously reported on December 19, 2013, TransDigm Group acquired Airborne Systems for approximately $250 million in cash. Airborne Systems is the industry leading designer and manufacturer of military personnel parachutes, cargo aerial delivery systems, emergency escape systems, naval decoys and other related products for the defense industry.
Please see the attached tables for a reconciliation of net income to EBITDA, EBITDA As Defined, and adjusted net income; a reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined, and a reconciliation of earnings per share to adjusted earnings per share for the periods discussed in this press release.
Fiscal 2014 Outlook
Mr. Howley continued, “We are increasing the full year fiscal 2014 guidance primarily to reflect the recent acquisition of Airborne Systems and our first quarter performance.”
The Company is adjusting full year fiscal 2014 guidance, which assumes no additional acquisitions, as follows:
| • | Net sales are anticipated to be in the range of $2,283 million to $2,343 million (previously in the range of $2,155 million to $2,215 million) compared with $1,924 million in fiscal 2013; |
| • | EBITDA As Defined is anticipated to be in the range of $1,036 million to $1,064 million (previously in the range of $1,004 million to $1,032 million) compared with $900 million in fiscal 2013; |
| • | Net income is anticipated to be in the range of $375 million to $393 million (previously in the range of $372 million to $390 million) compared with $303 million in fiscal 2013; |
| • | Earnings per share are expected to be in the range of $6.24 to $6.54 per share (previously in the range of $6.16 to $6.48 per share) compared with $2.39 per share in fiscal 2013; and |
| • | Adjusted earnings per share are expected to be in the range of $7.35 to $7.65 per share (previously in the range of $7.00 to $7.32 per share) compared with $6.90 per share in fiscal 2013. |
Conference Call
TransDigm Group will host a conference call for investors and security analysts on February 4, 2014, beginning at 11:00 a.m., Eastern Time. To join the call, dial (866) 318-8618 and enter the pass code 22116534. International callers should dial (617) 399-5137 and use the same pass code.
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A live audio webcast can be accessed online at http://www.transdigm.com. A slide presentation will also be available for reference during the conference call; go to the investor relations page of our website and click on “Presentations.”
The call will be archived on the website and available for replay at approximately 2:00 p.m., Eastern Time. A telephone replay will be available for two weeks by dialing (888) 286-8010 and entering the pass code 29451227. International callers should dial (617) 801-6888 and use the same pass code.
About TransDigm Group
TransDigm Group, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces, lighting and control technology and military personnel parachutes and cargo delivery systems.
Non-GAAP Supplemental Information
EBITDA, EBITDA As Defined, EBITDA As Defined Margin, adjusted net income and adjusted earnings per share are non-GAAP financial measures presented in this press release as supplemental disclosures to net income and reported results. TransDigm Group defines EBITDA as earnings before interest, taxes, depreciation and amortization and defines EBITDA As Defined as EBITDA plus certain non-operating items, refinancing costs, acquisition-related costs, transaction-related costs and non-cash charges incurred in connection with certain employee benefit plans. TransDigm Group defines adjusted net income as net income plus purchase accounting backlog amortization expense, effects from the sale on businesses, refinancing costs, acquisition-related costs, transaction-related costs and non-cash charges incurred in connection with certain employee benefit plans. EBITDA As Defined Margin represents EBITDA As Defined as a percentage of net sales. TransDigm Group defines adjusted diluted earnings per share as adjusted net income divided by the total shares for basic and diluted earnings per share. For more information regarding the computation of EBITDA, EBITDA As Defined and adjusted net income and adjusted earnings per share, please see the attached financial tables.
TransDigm Group presents these non-GAAP financial measures because it believes that they are useful indicators of its operating performance. TransDigm Group believes that EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties to measure operating performance among companies with different capital structures, effective tax rates and tax attributes, capitalized asset values and employee compensation structures, all of which can vary substantially from company to company. In addition, analysts, rating agencies and others use EBITDA to evaluate a company’s ability to incur and service debt. EBITDA As Defined is
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used to measure TransDigm Inc.’s compliance with the financial covenant contained in its credit facility. TransDigm Group’s management also uses EBITDA As Defined to review and assess its operating performance, to prepare its annual budget and financial projections and to review and evaluate its management team in connection with employee incentive programs. Moreover, TransDigm Group’s management uses EBITDA As Defined to evaluate acquisitions and as a liquidity measure. In addition, TransDigm Group’s management uses adjusted net income as a measure of comparable operating performance between time periods and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance.
None of EBITDA, EBITDA As Defined, EBITDA As Defined Margin, adjusted net income or adjusted earnings per share is a measurement of financial performance under GAAP and such financial measures should not be considered as an alternative to net income, operating income, earnings per share, cash flows from operating activities or other measures of performance determined in accordance with GAAP. In addition, TransDigm Group’s calculation of these non-GAAP financial measures may not be comparable to the calculation of similarly titled measures reported by other companies.
Although we use EBITDA and EBITDA As Defined as measures to assess the performance of our business and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with GAAP. Some of these limitations are:
| • | neither EBITDA nor EBITDA As Defined reflects the significant interest expense, or the cash requirements necessary to service interest payments, on our indebtedness; |
| • | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and neither EBITDA nor EBITDA As Defined reflects any cash requirements for such replacements; |
| • | the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA and EBITDA As Defined; |
| • | neither EBITDA nor EBITDA As Defined includes the payment of taxes, which is a necessary element of our operations; and |
| • | EBITDA As Defined excludes the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions. |
Because of these limitations, EBITDA and EBITDA As Defined should not be considered as measures of discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA or EBITDA As Defined in isolation and specifically by using other GAAP measures, such as net income, net sales and operating profit, to measure our operating performance. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under GAAP, and neither should be considered as an alternative to net income or cash flow from operations determined in accordance with GAAP. Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies.
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Forward-Looking Statements
Statements in this press release that are not historical facts, including statements under the heading “Fiscal 2014 Outlook,” are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” or “continue” and other words and terms of similar meaning may identify forward-looking statements.
All forward-looking statements involve risks and uncertainties which could affect TransDigm Group’s actual results and could cause its actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, TransDigm Group. These risks and uncertainties include but are not limited to: the sensitivity of our business to the number of flight hours that our customers’ planes spend aloft and our customers’ profitability, both of which are affected by general economic conditions; future terrorist attacks; our reliance on certain customers; the U.S. defense budget and risks associated with being a government supplier; failure to maintain government or industry approvals; failure to complete or successfully integrate acquisitions; our substantial indebtedness; potential environmental liabilities; and other factors. Further information regarding the important factors that could cause actual results to differ materially from projected results can be found in TransDigm Group’s Annual Report on Form 10-K and other reports that TransDigm Group or its subsidiaries have filed with the Securities and Exchange Commission. Except as required by law, TransDigm Group undertakes no obligation to revise or update the forward-looking statements contained in this press release.
| Contact: |
Liza Sabol | |
| Investor Relations | ||
| (216) 706-2945 | ||
| ir@transdigm.com |
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THIRTEEN WEEK PERIODS ENDED
DECEMBER 28, 2013 AND DECEMBER 29, 2012
(Amounts in thousands, except per share amounts)
(Unaudited)
| Thirteen Week Periods Ended | ||||||||
| December 28, 2013 |
December 29, 2012 |
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| NET SALES |
$ | 529,322 | $ | 430,418 | ||||
| COST OF SALES |
245,186 | 191,871 | ||||||
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| GROSS PROFIT |
284,136 | 238,547 | ||||||
| SELLING AND ADMINISTRATIVE EXPENSES |
57,127 | 55,161 | ||||||
| AMORTIZATION OF INTANGIBLE ASSETS |
16,383 | 10,540 | ||||||
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| INCOME FROM OPERATIONS |
210,626 | 172,846 | ||||||
| INTEREST EXPENSE - Net |
80,853 | 62,876 | ||||||
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| INCOME BEFORE INCOME TAXES |
129,773 | 109,970 | ||||||
| INCOME TAX PROVISION |
43,650 | 35,800 | ||||||
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| NET INCOME |
$ | 86,123 | $ | 74,170 | ||||
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| NET INCOME APPLICABLE TO COMMON STOCK |
$ | 81,984 | $ | 36,040 | ||||
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| Net earnings per share: |
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| Basic and diluted |
$ | 1.44 | $ | 0.66 | ||||
| Cash dividends paid per common share |
$ | — | $ | 12.85 | ||||
| Weighted-average shares outstanding: |
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| Basic and diluted |
56,991 | 54,453 | ||||||
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TRANSDIGM GROUP INCORPORATED
SUPPLEMENTAL INFORMATION - RECONCILIATION OF EBITDA,
EBITDA AS DEFINED TO NET INCOME
FOR THE THIRTEEN WEEK PERIODS ENDED
DECEMBER 28, 2013 AND DECEMBER 29, 2012
(Amounts in thousands)
(Unaudited)
| Thirteen Week Periods Ended | ||||||||
| December 28, 2013 |
December 29, 2012 |
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| Net income |
$ | 86,123 | $ | 74,170 | ||||
| Adjustments: |
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| Depreciation and amortization expense |
23,839 | 17,452 | ||||||
| Interest expense, net |
80,853 | 62,876 | ||||||
| Income tax provision |
43,650 | 35,800 | ||||||
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| EBITDA |
234,465 | 190,298 | ||||||
| Adjustments: |
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| Acquisition related expenses and adjustments (1) |
4,917 | 3,467 | ||||||
| Non-cash stock compensation expense(2) |
4,175 | 7,131 | ||||||
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| Gross Adjustments to EBITDA |
9,092 | 10,598 | ||||||
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| EBITDA As Defined |
$ | 243,557 | $ | 200,896 | ||||
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| EBITDA As Defined, Margin (3) |
46.0 | % | 46.7 | % | ||||
| (1) | Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold; costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs; transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses and valuation costs that are required to be expensed as incurred. |
| (2) | Represents the compensation expense recognized by TD Group under our stock option plans. |
| (3) | The EBITDA As Defined margin represents the amount of EBITDA As Defined as a percentage of sales. |
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TRANSDIGM GROUP INCORPORATED
SUPPLEMENTAL INFORMATION - RECONCILIATION OF
REPORTED EARNINGS PER SHARE TO
ADJUSTED EARNINGS PER SHARE
FOR THE THIRTEEN WEEK PERIODS ENDED
DECEMBER 28, 2013 AND DECEMBER 29, 2012
(Amounts in thousands, except per share amounts)
(Unaudited)
| Thirteen Week Periods Ended | ||||||||
| December 28, 2013 |
December 29, 2012 |
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| Reported Earnings Per Share |
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| Net income |
$ | 86,123 | $ | 74,170 | ||||
| Less: dividends paid on participating securities |
(4,139 | ) | (38,130 | ) | ||||
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| Net income applicable to common stock - basic and diluted |
$ | 81,984 | $ | 36,040 | ||||
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| Weighted-average shares outstanding under the two-class method: |
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| Weighted average common shares outstanding |
52,687 | 51,796 | ||||||
| Vested options deemed participating securities |
4,304 | 2,657 | ||||||
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| Total shares for basic and diluted earnings per share |
56,991 | 54,453 | ||||||
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| Basic and diluted earnings per share |
$ | 1.44 | $ | 0.66 | ||||
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| Adjusted Earnings Per Share |
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| Net income |
$ | 86,123 | $ | 74,170 | ||||
| Gross adjustments to EBITDA |
9,092 | 10,598 | ||||||
| Purchase accounting backlog amortization |
4,016 | 1,461 | ||||||
| Tax adjustment |
(4,409 | ) | (3,926 | ) | ||||
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| Adjusted net income |
$ | 94,822 | $ | 82,303 | ||||
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| Adjusted diluted earnings per share under the two-class method |
$ | 1.66 | $ | 1.51 | ||||
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| Diluted Earnings Per Share to Adjusted Earnings Per Share |
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| Diluted earnings per share |
$ | 1.44 | $ | 0.66 | ||||
| Adjustments to diluted earnings per share: |
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| Inclusion of the dividend equivalent payment |
0.07 | 0.70 | ||||||
| Non-cash stock compensation expense |
0.05 | 0.09 | ||||||
| Acquisition related expenses |
0.10 | 0.06 | ||||||
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| Adjusted earnings per share |
$ | 1.66 | $ | 1.51 | ||||
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TRANSDIGM GROUP INCORPORATED
SUPPLEMENTAL INFORMATION - RECONCILIATION OF NET CASH
PROVIDED BY OPERATING ACTIVITES TO EBITDA, EBITDA AS DEFINED
FOR THE THIRTEEN WEEK PERIODS ENDED
DECEMBER 28, 2013 AND DECEMBER 29, 2012
(Amounts in thousands, except per share amounts)
(Unaudited)
| Thirteen Week Periods Ended | ||||||||
| December 28, 2013 |
December 29, 2012 |
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| Net Cash Provided by Operating Activities |
$ | 115,707 | $ | 98,115 | ||||
| Adjustments: |
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| Changes in assets and liabilities, net of effects from acquisitions of businesses |
(2,208 | ) | (20,996 | ) | ||||
| Interest expense - net (1) |
77,768 | 59,080 | ||||||
| Income tax provision - current |
43,737 | 34,542 | ||||||
| Non-cash stock compensation expense(2) |
(4,175 | ) | (7,131 | ) | ||||
| Excess tax benefit from exercise of stock options |
3,636 | 26,688 | ||||||
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| EBITDA |
234,465 | 190,298 | ||||||
| Adjustments: |
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| Acquisition related expenses(3) |
4,917 | 3,467 | ||||||
| Non-cash stock compensation expense(2) |
4,175 | 7,131 | ||||||
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| EBITDA As Defined |
$ | 243,557 | $ | 200,896 | ||||
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| (1) | Represents interest expense excluding the amortization of debt issue costs and note premium and discount. |
| (2) | Represents the compensation expense recognized by TD Group under our stock option plans. |
| (3) | Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold; costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs; transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses and valuation costs that are required to be expensed as incurred. |
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TRANSDIGM GROUP INCORPORATED
SUPPLEMENTAL INFORMATION - BALANCE SHEET DATA
(Amounts in thousands)
(Unaudited)
| December 28, 2013 | September 30, 2013 | |||||||
| Cash and cash equivalents |
$ | 410,924 | $ | 564,740 | ||||
| Trade accounts receivable - Net |
322,439 | 290,449 | ||||||
| Inventories - Net |
443,051 | 413,581 | ||||||
| Current portion of long-term debt |
31,045 | 31,045 | ||||||
| Accounts payable |
90,505 | 106,768 | ||||||
| Accrued liabilities |
217,099 | 184,687 | ||||||
| Long-term debt |
5,700,193 | 5,700,193 | ||||||
| Total stockholders’ deficit |
(234,182 | ) | (336,381 | ) | ||||
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