-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7awgzYxL/SHhUuhdqqvVB/OuaLZuBpupYKni0ZAN+L7V57/gd8aak/kRaVNIp6f rZkSDn3TRABFuPTcuqwW9w== 0000891092-04-000430.txt : 20040202 0000891092-04-000430.hdr.sgml : 20040202 20040202080200 ACCESSION NUMBER: 0000891092-04-000430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040202 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOOG INC CENTRAL INDEX KEY: 0000067887 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 160757636 STATE OF INCORPORATION: NY FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05129 FILM NUMBER: 04557689 BUSINESS ADDRESS: STREET 1: PLANT 24 CITY: EAST AURORA STATE: NY ZIP: 14052-0018 BUSINESS PHONE: 7166522000 MAIL ADDRESS: STREET 1: PLANT 24 CITY: EAST AURORA STATE: NY ZIP: 14052 8-K 1 e16766_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2004 MOOG INC. (Exact name of registrant as specified in its charter) New York 1-5129 16-0757636 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) East Aurora, New York 14052-0018 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (716) 652-2000 N/A (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release dated February 2, 2004 Item 12. Results of Operations and Financial Condition On February 2, 2004, Moog Inc. (the "Company") issued a press release discussing results of operations for the quarter ended December 31, 2003. A copy of the press release is included as exhibit 99.1 of this report. The information in this report is being furnished pursuant to Item 12 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as expressly stated by specific reference in such a filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MOOG INC. Dated: February 2, 2004 By: /s/ Donald R. Fishback ---------------------- Name: Donald R. Fishback Controller EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release dated February 2, 2004 EX-99.1 3 e16766ex99_1.txt PRESS RELEASE Exhibit 99.1 Moog's First Quarter Earnings Per Share Up 13% EAST AURORA, N.Y., Feb. 2 /PRNewswire-FirstCall/ -- Moog Inc. (NYSE: MOG.A and MOG.B) announced today a first quarter profit of $12.7 million, up 29% from $9.8 million one year earlier. Earnings per share of $.72 were up 13% from $.64 a year ago. There are more average shares outstanding this year than the same quarter a year ago as a result of the sale of a little more than two million Class A shares in September 2003. Sales for the quarter of $226 million were positively affected by Moog's acquisition of Northrop Grumman's Poly-Scientific division. Consolidated sales rose by $46 million from last year's level, an increase of 26%. Aircraft revenues of $103 million were up 10% or $9 million. Military aircraft revenues rose by $18 million, primarily as a result of increased revenues on Lockheed Martin's F-35 Joint Strike Fighter, as well as by higher sales in other military aircraft programs including the Japanese F-2, F/A18-E/F, and V-22. Commercial aircraft sales declined $9 million from the year earlier. Operating margins were down from their unusually high level of the year earlier. In the Space segment, revenues of $22 million were down $1 million. Decreased sales in satellites, space vehicles, and national missile defense programs were offset slightly by strong sales in tactical missiles. Margins were adversely affected by a provision established to recall 508 attitude control valves used on satellites. Absent this reserve, margins in Space were in positive territory, performing better than they have in the past three quarters. Industrial sales increased $7 million from the year earlier to $70 million, primarily as a result of very strong overseas currencies. Plastics, metal-forming, and sales through distributors contributed to the increase as well, offsetting declines in sales for military vehicles and turbines. Industrial margins continued their trend of steady improvement, boosted particularly by the absence of costs experienced in '03 that were associated with moving an acquired product line to its new facilities. The first quarter also includes the inaugural results of Moog's Litton Poly-Scientific acquisition, renamed the Components Group, which now comprises the company's fourth reporting segment. Sales in the quarter for Components were $31 million. Margins exceeded expectations. Backlog for the quarter was strong, growing $61 million from a year ago to $430 million. Of the increase, $46 million was due to the addition of Moog's new segment. "We're off to a great start in fiscal '04," said R.T. Brady, Chairman and CEO. "Our new Components Group performed very well, giving a big boost to sales that were already up 8% organically. The Joint Strike Fighter, once again, was a major contributor to our results. Looking ahead, the continuing trend of improvement in our Industrial business also bodes well for '04. The company's performance in the first quarter allows us to confidently re-confirm our previously published guidance for the year of sales in the range of $920 million to $940 million and earnings per share in the range of $3.10 to $3.30." Moog Inc. is a worldwide manufacturer of precision control components and systems. Moog's high-performance actuation products control military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles and automated industrial machinery. Additional information about the company's quarter ended December 31, 2003 can be found on its website, www.moog.com, including a text of its prepared conference call remarks. Cautionary Statement This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Information in this release that does not consist of historical facts, including statements accompanied by or containing words such as "giving effect to," "may," "will," "should," "believes," "expects," "expected," "intends," "plans," "projects," "estimates," "predicts," "potential," "outlook," "forecast," "anticipates," "presume," and "assume," are forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements. These important factors, risks and uncertainties include (i) risks associated with the recent Poly-Scientific acquisition, including, without limitation, the risk that representations made by the seller of the business are untrue or inaccurate or that the Company assumed unknown liabilities in connection with the acquisition and that indemnification from the seller for those matters is limited or unavailable, the risk that Poly-Scientific business will not be successfully integrated on a timely basis or at all, which includes the risk that Poly-Scientific's customer, supplier, and key employee relationships are not preserved, and the risk that the Poly-Sci business does not perform in accordance with the Company's expectations, (ii) fluctuations in general business cycles and demand for capital goods, (iii) the Company's dependence on government contracts, that may not be fully funded or may be terminated, (iv) the Company's dependence on certain major customers, such as The Boeing Company and Lockheed Martin, for a significant percentage of its sales, (v) the Company's dependence on the commercial aircraft industry which is highly cyclical and sensitive to fuel price increases, labor disputes, and economic conditions, (vi) the possibility that advances in technology could reduce the demand for certain of the Company's products, specifically hydraulic-based motion controls, (vii) intense competition which may require the Company to compete by lowering prices or by offering more favorable terms of sale, (viii) the Company's significant indebtedness, which could limit its operational and financial flexibility or which is at variable rates that may increase, (ix) higher pension costs and increased cash funding requirements which could occur in future years if future actual plan results differ from assumptions used for the Company's defined benefit plans, including returns on plan assets and interest rates, (x) a write-off of all or part of the Company's goodwill which could adversely affect the Company's operating results and net worth and cause it to violate covenants in its bank agreements, (xi) the potential for substantial fines and penalties or suspension or debarment from future contracts in the event the Company does not comply with regulations relating to defense industry contracting, (xii) the potential for cost overruns on development jobs and fixed-price contracts and the risk that actual results may differ from estimates used in contract accounting, (xiii) the Company's ability to successfully identify and consummate acquisitions and integrate the acquired businesses and the risk that known liabilities will be assumed by the Company in connection with acquisitions, including liabilities for which indemnification from the seller may be limited or unavailable, (xiv) the possibility of a catastrophic loss of one or more of the Company's manufacturing facilities, (xv) the impact of product liability claims related to the Company's products used in applications where failure can result in significant property damage, injury or death, (xvi) the possibility that litigation may result unfavorably to the Company (xvii) foreign currency fluctuations in those countries in which the Company does business and other risks associated with international operations, and (xviii) the cost of compliance with environmental laws. The factors identified above are not exhaustive. New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made in this release. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. The Company disclaims any obligation to update the forward-looking statements made in this release. MOOG INC. CONSOLIDATED STATEMENTS OF EARNINGS (dollars in thousands except per share data) Three Months Ended December 31, December 31, 2003 2002 Net sales $225,985 $179,683 Cost of sales 159,488 123,504 Gross profit 66,497 56,179 Research and development 6,768 7,426 Selling, general and administrative 37,731 29,557 Interest 3,185 5,374 Other 475 43 48,159 42,400 Earnings before income taxes 18,338 13,779 Income taxes 5,682 4,001 Net earnings $12,656 $9,778 Net earnings per share Basic $0.73 $0.65 Diluted $0.72 $0.64 Average common shares outstanding Basic 17,249,204 15,155,164 Diluted 17,608,984 15,342,911 MOOG INC. CONSOLIDATED SALES AND OPERATING PROFIT (dollars in thousands) Three Months Ended December 31, December 31, 2003 2002 Net Sales Aircraft Controls $102,603 $93,143 Space Controls 21,924 23,096 Industrial Controls 70,364 63,444 Components 31,094 - Net Sales $225,985 $179,683 Operating Profit Aircraft Controls $16,919 $17,679 Space Controls (816) 1,309 Industrial Controls 5,954 2,785 Components 2,649 - Total Operating Profit $24,706 $21,773 Margin % Aircraft Controls 16.5% 19.0% Space Controls (3.7%) 5.7% Industrial Controls 8.5% 4.4% Components 8.5% - Total Margin % 10.9% 12.1% MOOG INC. CONSOLIDATED BALANCE SHEETS (dollars in thousands) December 31, September 27, 2003 2003 Cash $19,171 $77,491 Receivables 280,556 262,094 Inventories 197,996 170,578 Other current assets 43,655 42,036 Total current assets 541,378 552,199 Property, plant and equipment 251,423 208,169 Goodwill 290,025 194,937 Other non-current assets 43,695 36,275 Total assets $1,126,521 $991,580 Notes payable $1,970 $10,140 Current installments of long-term debt 17,465 15,607 Contract loss reserves 18,620 16,147 Other current liabilities 177,010 169,529 Total current liabilities 215,065 211,423 Long-term debt 334,210 230,913 Other long-term liabilities 130,301 125,096 Total liabilities 679,576 567,432 Shareholders' equity 446,945 424,148 Total liabilities and shareholders' equity $1,126,521 $991,580 SOURCE Moog Inc. -0- 02/02/2004 /CONTACT: Susan Johnson of Moog Inc., +1-716-687-4225, fax, +1-716-687-4457/ /Web site: http://www.moog.com / (MOGA MOGB) CO: Moog Inc. 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