UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | |
EXCHANGE ACT OF 1934 | ||
For the quarterly period ended March 26, 2005 | ||
OR |
||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | ||
EXCHANGE ACT OF 1934 | ||
For the transition period from ______________ to ______________ | ||
Commission File Number: 1-5129 |
M
OOG INC.
New York State |
16-0757636 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
|
East Aurora, New York |
14052-0018 |
|
(Address of principal executive offices) |
(Zip code) |
Telephone number including area code: (716) 652-2000
______________________________________________________________________________________
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No __
The number of shares outstanding of each class of common stock as of April 29, 2005 were:
Class A Common Stock, $1.00 par value |
34,365,467 |
shares |
Class B Common Stock, $1.00 par value |
4,235,941 |
shares |
MOOG INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page |
|||
PART I. | FINANCIAL INFORMATION | ||
Item 1. | Consolidated Condensed Balance Sheets | ||
March 26, 2005 and September 25, 2004 | 3 | ||
Consolidated Condensed Statements of Earnings | |||
Three and Six Months Ended March 26, 2005 and | |||
March 31, 2004 | 4 | ||
Consolidated Condensed Statements of Cash Flows | |||
Six Months Ended March 26, 2005 and | |||
March 31, 2004 | 5 | ||
Notes to Consolidated Condensed Financial | |||
Statements | 6-14 | ||
Item 2. | Management's Discussion and Analysis of | ||
Financial Condition and Results of Operations | 15-24 | ||
Item 3. | Quantitative and Qualitative Disclosures about | ||
Market Risk | 25 | ||
Item 4. | Controls and Procedures | 25 | |
PART II. | OTHER INFORMATION | ||
Item 2. | Unregistered Sales of Equity Securities and | ||
Use of Proceeds | 26 | ||
Item 4. | Submission of Matters to a Vote of Security Holders | 26-27 | |
Item 5. | Other Information | 27 | |
Item 6. | Exhibits | 27 | |
SIGNATURES | 28 |
2
Part I. FINANCIAL INFORMATION | ||||||||||||
Item 1. Financial Statements | ||||||||||||
MOOG INC. |
||||||||||||
CONSOLIDATED CONDENSED BALANCE SHEETS |
||||||||||||
(Unaudited) |
||||||||||||
(dollars in thousands) |
||||||||||||
March 26, |
September 25, |
|||||||||||
2005 |
2004 |
|||||||||||
ASSETS | ||||||||||||
CURRENT ASSETS | ||||||||||||
Cash and cash equivalents | $ |
72,319 |
$ |
56,701 |
||||||||
Receivables |
277,187 |
261,776 |
||||||||||
Inventories |
201,819 |
189,649 |
||||||||||
Other current assets |
44,991 |
40,963 |
||||||||||
TOTAL CURRENT ASSETS |
596,316 |
549,089 |
||||||||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated | ||||||||||||
depreciation of $306,022 and $298,387, respectively |
248,865 |
246,743 |
||||||||||
GOODWILL |
291,712 |
288,563 |
||||||||||
INTANGIBLE ASSETS, net |
14,076 |
14,471 |
||||||||||
OTHER ASSETS |
31,981 |
26,062 |
||||||||||
TOTAL ASSETS | $ |
1,182,950 |
$ |
1,124,928 |
||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
CURRENT LIABILITIES | ||||||||||||
Notes payable | $ |
885 |
$ |
923 |
||||||||
Current installments of long-term debt |
17,304 |
18,700 |
||||||||||
Accounts payable |
62,010 |
54,200 |
||||||||||
Accrued liabilities |
122,195 |
108,134 |
||||||||||
Contract loss reserves |
14,269 |
14,311 |
||||||||||
Customer advances |
38,975 |
31,016 |
||||||||||
TOTAL CURRENT LIABILITIES |
255,638 |
227,284 |
||||||||||
LONG-TERM DEBT, excluding current installments | ||||||||||||
Senior debt |
124,395 |
291,666 |
||||||||||
Senior subordinated notes |
150,000 |
- |
||||||||||
LONG-TERM PENSION AND RETIREMENT OBLIGATIONS |
103,573 |
97,901 |
||||||||||
DEFERRED INCOME TAXES |
35,199 |
34,198 |
||||||||||
OTHER LONG-TERM LIABILITIES |
2,183 |
2,223 |
||||||||||
TOTAL LIABILITIES |
670,988 |
653,272 |
||||||||||
SHAREHOLDERS' EQUITY | ||||||||||||
Common stock |
45,730 |
45,736 |
||||||||||
Other shareholders' equity |
466,232 |
425,920 |
||||||||||
TOTAL SHAREHOLDERS' EQUITY |
511,962 |
471,656 |
||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ |
1,182,950 |
$ |
1,124,928 |
||||||||
See accompanying Notes to Consolidated Condensed Financial Statements. |
3
MOOG INC. |
|||||||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS |
|||||||||||||||
(Unaudited) |
|||||||||||||||
(dollars in thousands except per share data) |
|||||||||||||||
Three Months Ended |
Six Months Ended |
||||||||||||||
March 26, |
March 31, |
March 26, |
March 31, |
||||||||||||
2005 |
2004 |
2005 |
2004 |
||||||||||||
Net sales | $ | 255,237 | $ | 234,069 | $ | 504,540 | $ | 460,054 | |||||||
Cost of sales | 174,344 | 160,209 | 348,227 | 319,697 | |||||||||||
Gross profit | 80,893 | 73,860 | 156,313 | 140,357 | |||||||||||
Research and development | 10,133 | 7,498 | 19,142 | 14,266 | |||||||||||
Selling, general and administrative | 43,819 | 42,702 | 84,738 | 80,433 | |||||||||||
Interest | 3,170 | 2,834 | 5,879 | 6,019 | |||||||||||
Other | 10 | 413 | (34) | 888 | |||||||||||
Earnings before income taxes | 23,761 | 20,413 | 46,588 | 38,751 | |||||||||||
Income taxes | 7,991 | 6,328 | 15,843 | 12,010 | |||||||||||
Net earnings | $ | 15,770 | $ | 14,085 | $ | 30,745 | $ | 26,741 | |||||||
Net earnings per share | |||||||||||||||
Basic | $ | .41 | $ | .36 | $ | .80 | $ | .69 | |||||||
Diluted | $ | .40 | $ | .35 | $ | .78 | $ | .67 | |||||||
Average common shares outstanding | |||||||||||||||
Basic | 38,607,521 | 38,978,142 | 38,597,874 | 38,894,426 | |||||||||||
Diluted | 39,528,401 | 39,817,820 | 39,486,535 | 39,719,017 | |||||||||||
See accompanying Notes to Consolidated Condensed Financial Statements. |
4
MOOG INC. |
|||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS |
|||||||||||
(Unaudited) |
|||||||||||
(dollars in thousands) |
|||||||||||
Six Months Ended |
|||||||||||
March 26, |
March 31, |
||||||||||
2005 |
2004 |
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
Net earnings | $ |
30,745 |
$ |
26,741 |
|||||||
Adjustments to reconcile net earnings | |||||||||||
to net cash provided by operating activities: | |||||||||||
Depreciation and amortization |
17,602 |
17,934 |
|||||||||
Other |
5,882 |
22,150 |
|||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
54,229 |
66,825 |
|||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
Acquisition of businesses, net of acquired cash | (4,613) | (152,019) | |||||||||
Purchase of property, plant and equipment | (14,756) | (13,496) | |||||||||
Other |
283 |
49 |
|||||||||
NET CASH USED BY INVESTING ACTIVITIES | (19,086) | (165,466) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
Net repayments of notes payable | (72) | (10,086) | |||||||||
Net (repayments of) proceeds from revolving lines of credit | (159,300) |
72,000 |
|||||||||
Proceeds from long-term debt |
268 |
22,572 |
|||||||||
Payments on long-term debt | (9,715) | (30,977) | |||||||||
Proceeds from sale of senior subordinated notes, net of issuance costs |
147,164 |
- |
|||||||||
Other |
365 |
848 |
|||||||||
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES | (21,290) |
54,357 |
|||||||||
Effect of exchange rate changes on cash |
1,765 |
1,501 |
|||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
15,618 |
(42,783) | |||||||||
Cash and cash equivalents at beginning of period |
56,701 |
77,491 |
|||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ |
72,319 |
$ |
34,708 |
|||||||
CASH PAID FOR: | |||||||||||
Interest | $ |
5,333 |
$ |
4,783 |
|||||||
Income taxes |
7,105 |
1,499 |
|||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
Assets acquired under capital leases | $ |
- |
$ |
3,978 |
|||||||
See accompanying Notes to Consolidated Condensed Financial Statements. |
5
MOOG INC. (Unaudited) 1. Basis of Presentation The accompanying unaudited consolidated condensed financial
statements have been prepared by management in accordance with generally
accepted accounting principles and in the opinion of management contain all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the financial position of Moog Inc. as of March 26, 2005 and September
25, 2004 and the results of its operations for the three and six months ended
March 26, 2005 and March 31, 2004 and its cash flows for the six months ended
March 26, 2005 and March 31, 2004. The results of operations for the three and
six months ended March 26, 2005 are not necessarily indicative of the results
expected for the full year. The accompanying unaudited consolidated condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Form 10-K for the fiscal year ended
September 25, 2004. All references to years in these financial statements are to
fiscal years. 2. Recent Accounting Pronouncements In December 2004, the FASB issued SFAS No. 123 R (revised
2004), "Share-Based Payment," which is a revision of SFAS No. 123, "Accounting
for Stock-Based Compensation." This statement will provide investors and other
users of financial statements with more complete and neutral financial
information by requiring that the compensation cost relating to share-based
payment transactions be recognized in the financial statements. Statement 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair
values. This statement covers a wide range of share-based compensation
arrangements including share options, restricted share plans, performance-based
awards, share appreciation rights, and employee share purchase plans, and
replaces FASB SFAS No. 123, "Accounting for Stock-Based Compensation,"
and supersedes Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." SFAS No. 123, as originally issued in 1995,
established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that statement
permitted entities the option of continuing to apply the guidance in APB Opinion
No. 25, as long as the footnotes to financial statements disclosed what net
income would have been had the preferable fair-value-based method been used.
SFAS No. 123(R) is effective for public companies (excluding small business
issuers) at the beginning of the next fiscal year beginning after June 15, 2005.
Upon adoption, all prior years for which SFAS No. 123 was effective may be, but
are not required to be, restated. Based on options outstanding at March 26,
2005, the Company expects that diluted earnings per share will be negatively
impacted by approximately $.05 per share for 2006. In November 2004, the FASB issued SFAS No. 151 "Inventory
Costs, an amendment of ARB No. 43, Chapter 4." The amendments made by this
statement clarify that abnormal amounts of idle facility expense, freight,
handling costs and wasted materials (spoilage) should be recognized as
current-period charges and require the allocation of fixed production overheads
to inventory based on the normal capacity of the production facilities. The
provisions of this statement are effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. Earlier application is permitted for
inventory costs incurred during fiscal years beginning after November 2004. The
Company believes the adoption of this standard will not have a material impact
on its results of operations or financial position. 6
In October 2004, President Bush signed the American Job
Creation Act of 2004, which contains provisions related to the distribution of
the earnings of foreign subsidiaries. Although preliminary guidance has been
issued by the IRS, the Company is still evaluating the effect that this new tax
legislation will have on its results of operations and financial condition.
Therefore, the Company is not able at this time to determine the impact, if any,
of future repatriations. 3. Stock-Based Compensation The Company accounts for stock options under the intrinsic
value method as prescribed by APB Opinion No. 25. The exercise price equals the
market price of the underlying common shares on the date of grant and,
therefore, no compensation expense is recognized. The following table
illustrates the effect on net earnings and earnings per share as if the fair
value method had been applied to all outstanding awards in each period. Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 15,770 14,085 30,745 26,741 (464) (252) (787) (448) 15,306 13,833 29,958 26,293 .41 .36 .80 .69 .40 .35 .78 .68 .40 .35 .78 .67 .39 .35 .76 .66 4. Inventories Inventories consist of: March 26, September 25, 2005 2004 67,610 62,903 96,839 92,034 37,370 34,712 201,819 189,649 7 5. Goodwill and Intangible Assets Space Aircraft & Defense Industrial Controls Controls Controls Components Total 102,817 45,664 47,836 92,246 288,563 715 - 1,671 - 2,386 (35) - 798 - 763 103,497 45,664 50,305 92,246 291,712 In the second quarter of 2005, the Company acquired an
industrial systems engineering business and a commercial aircraft repair
business. The results of operations of the acquired businesses are included in
the consolidated statement of earnings from the respective dates of acquisition. All acquired intangible assets other than goodwill are being
amortized. The weighted-average amortization period is nine years for
marketing-related intangible assets, eight years for customer-related intangible
assets and ten years for technology-related and artistic-related intangible
assets. In total, these intangible assets have a weighted-average life of nine
years. Marketing-related intangible assets primarily consist of non-compete
agreements. Customer-related intangible assets primarily consist of customer
relationships. Technology-related intangible assets include patents, unpatented
technology, software and trade secrets. Amortization of acquired intangible
assets was $502 and $977 for the three and six months ended March 26, 2005 and
was $576 and $1,140 for the three and six months ended March 31, 2004,
respectively. Based on acquired intangible assets recorded at March 26, 2005,
amortization is expected to be $1,881 in 2005, $1,512 in 2006, $1,190 in 2007,
$1,132 in 2008 and $1,042 in 2009. The gross carrying amount and accumulated
amortization for major categories of acquired intangible assets are as follows: March 26, 2005 September 25, 2004 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization 6,450 (4,489) 6,158 (4,083) 5,972 (1,896) 5,836 (1,449) 3,224 (742) 3,014 (581) 25 (9) 25 (7) 15,671 (7,136) 15,033 (6,120) 8 6. Product Warranties In the ordinary course of business, the Company warrants its
products against defects in design, materials and workmanship typically over
periods ranging from twelve to thirty-six months. On a quarterly basis, the
Company determines warranty reserves needed by assessing exposures by product
line based on experience and current facts and circumstances. Activity in the
warranty accrual is summarized below: Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 4,725 3,521 4,233 2,292 110 - 110 827 1,234 815 2,693 1,654 - - - 230 (1,194) (812) (2,369) (1,607) (98) (12) 110 116 4,777 3,512 4,777 3,512 7. Derivative Financial Instruments The Company uses derivative financial instruments to manage
the risk associated with changes in interest rates that affect the amount of
future interest payments. Interest rate swaps with a notional amount of $90,000
matured in the second quarter of 2005. At March 26, 2005, the Company had
outstanding interest rate swaps with a $90,000 notional amount, effectively
converting that amount of variable-rate debt to fixed-rate debt. Of the $90,000
notional amount, $55,000 matures in the second quarter of 2006 and $35,000
matures in the first quarter of 2007. Based on the applicable margin at March
26, 2005, the interest rate swaps effectively convert these amounts of
variable-rate debt to fixed-rate debt at 3.8% and 3.6%, respectively, through
their maturities, at which time the interest will revert back to variable rates
based on LIBOR plus the applicable margin. Activity in Accumulated Other
Comprehensive Loss (AOCL) related to derivatives held by the Company during the
first six months of 2005 is summarized below: Before-Tax Income After-Tax Amount Tax Amount 426 (162) 264 867 (330) 537 129 (49) 80 1,422 (541) 881 To the extent that the interest rate swaps are not perfectly
effective in offsetting the change in the value of the interest payments being
hedged, the ineffective portion of these contracts is recognized in earnings
immediately. Ineffectiveness was not material in the first six months of 2005 or
2004. The fair value of derivatives was a net asset of $1,446 and $248 at March
26, 2005 and September 25, 2004, respectively, most of which is included in
other current assets and other noncurrent assets. 8. Senior Subordinated Notes On January 10, 2005, the Company completed the sale of
$150,000 aggregate principal amount of senior subordinated notes due January 15,
2015 with a coupon interest rate of 6¼%, with interest paid semiannually on
January 15 and July 15 of each year. The net proceeds of $147,164 were used to
repay indebtedness under its bank credit facility, thereby increasing the unused
portion of its revolving credit facility. 9
9. Employee Benefit Plans Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 3,310 2,866 6,705 5,710 4,360 4,000 8,825 8,000 (5,075) (4,600) (10,100) (9,200) 272 262 545 524 1,075 383 2,375 765 3,942 2,911 8,350 5,799 191 160 349 364 4,133 $ 3,071 8,699 6,163 Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 632 526 1,237 1,023 942 787 1,868 1,535 (423) (313) (839) (606) (6) 7 (12) 15 - 27 - 52 172 195 341 379 1,317 1,229 2,595 2,398 306 260 574 457 1,623 $ 1,489 3,169 2,855 Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 64 55 120 110 257 265 510 530 97 98 195 195 72 72 145 145 82 65 155 130 572 555 1,125 1,110 During the six months ended March 26, 2005, the Company made
contributions to its defined benefit pension plans of $2,000 to the U.S. plan
and $1,728 to the non-U.S. plans. The Company presently anticipates contributing
an additional $3,250 to the U.S. plan and $2,082 to the non-U.S. plans to fund
its pension plans in 2005 for a total of approximately $9,060. 10
10. Shareholders' Equity The changes in shareholders' equity for the six months ended March 26, 2005
are summarized as follows: Number of Shares Class A Class B Common Common Amount Stock Stock $ 45,736 37,721,678 8,013,911 - 639 (639) (6) (5,675) (201) $ 45,730 37,716,642 8,013,071 183,348 369 (48) 3,423 187,092 322,989 30,745 353,734 (40,332) (3,355,585) (3,305,971) 286 60,347 - (1,211) (42,443) - (41,257) (3,337,681) (12,955) (515,466) (59) (2,018) 1,030 39,773 (2,825) - (14,809) (477,711) (27,130) 7,985 617 (18,528) $ 511,962 34,378,961 4,229,389 11
11. Stock Employee Compensation Trust The Stock Employee Compensation Trust (SECT) assists in
administering and provides funding for employee stock plans and benefit
programs, including the Moog Inc. Savings and Stock Ownership Plan (SSOP). The
shares in the SECT are not considered outstanding for purposes of calculating
earnings per share. However, in accordance with the Trust agreement, the SECT
trustee votes all shares held by the SECT on all matters submitted to
shareholders. 12. Earnings per Share Basic and diluted weighted-average shares outstanding are as
follows: Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 38,607,521 38,978,142 38,597,874 38,894,426 920,880 839,678 888,661 812,454 - - - 12,137 39,528,401 39,817,820 39,486,535 39,719,017 On April 1, 2005, the Company distributed Class A and Class B
Common Stock in a three-for-two stock split, effected in the form of a 50% share
distribution to shareholders of record as of March 18, 2005. On February 17,
2004, the Company distributed Class A and Class B Common Stock in a
three-for-two stock split, effected in the form of a 50% share distribution, to
shareholders of record as of January 26, 2004. Share and per share amounts have
been restated accordingly. Preferred stock dividends are deducted from net earnings to
calculate income available to common stockholders for earnings per share. On
January 2, 2004, the 83,771 outstanding shares of Series B Preferred Stock
automatically converted into 24,273 shares of Class A Common Stock. 12 13. Comprehensive Income Three Months Ended Six Months Ended 2005 2004 2005 2004 $ 15,770 $ 14,085 $ 30,745 $ 26,741 (6,201) (759) 7,985 8,159 301 (510) 617 36 9,870 12,816 39,347 34,936 March 26, 2005 2004 21,859 13,874 (41,268) (41,268) 881 264 (18,528) (27,130) 13
14. Segment Information Below are sales and operating profit by segment for the three
and six months ended March 26, 2005 and March 31, 2004 and a reconciliation of
segment operating profit to earnings before income taxes. The Space Controls
segment was renamed Space and Defense Controls during the fourth quarter of 2004
and now includes the defense controls product line, which was previously
included in Industrial Controls. All amounts have been restated to present
defense controls within Space and Defense Controls. Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 109,003 101,699 215,183 204,302 30,901 26,352 64,083 54,766 78,761 73,106 153,631 136,980 36,572 32,912 71,643 64,006 255,237 234,069 504,540 460,054 15,043 $ 15,629 $ 30,156 32,548 13.8% 15.4% 14.0% 15.9% 3,402 298 6,657 692 11.0% 1.1% 10.4% 1.3% 7,281 6,609 12,756 11,353 9.2% 9.0% 8.3% 8.3% 5,032 4,022 9,682 6,671 13.8% 12.2% 13.5% 10.4% 30,758 26,558 59,251 51,264 12.1% 11.3% 11.7% 11.1% 3,170 2,834 5,879 6,019 3,827 3,311 6,784 6,494 23,761 20,413 46,588 38,751 14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Form 10-K for the fiscal year ended September 25,
2004 and its quarterly reports on Form 10-Q for the quarter ended December 25,
2004. All references to years in this Management's Discussion and Analysis of
Financial Condition and Results of Operations are to fiscal years. OVERVIEW
We are a leading worldwide designer and manufacturer of high
performance, precision motion and fluid controls and control systems for a broad
range of applications in the aerospace, defense and industrial markets. Our
products and systems include military and commercial aircraft flight controls,
satellite positioning controls, controls for steering tactical and strategic
missiles, thrust vector controls for space launch vehicles and controls for
positioning gun barrels and automatic ammunition loading for military combat
vehicles. Our products are also used in a wide variety of industrial
applications, including injection molding machines for the plastics markets,
metal forming, power generating turbines, simulators used to train pilots and
certain medical applications. We operate under four segments, Aircraft Controls,
Space and Defense Controls, Industrial Controls and Components. Our principal
manufacturing facilities are located in the United States, including facilities
in New York, California, Utah, Virginia, North Carolina and Pennsylvania, and in
Germany, England, Italy, the Philippines, Luxembourg, Japan, India and Ireland. Revenue under long-term contracts, representing approximately
one-third of our sales, is recognized using the percentage of completion,
cost-to-cost method of accounting. This method of revenue recognition is
associated with the Aircraft Controls and Space and Defense Controls segments
due to the contracting nature of the business activities, with the exception of
their respective aftermarket activities. The remainder of our sales are
recognized when the risks and rewards of ownership and title to the product are
transferred to the customer, principally as units are delivered or as service
obligations are satisfied. This method of revenue recognition is associated with
the Industrial Controls and Components segments, as well as with aftermarket
activity. We intend to increase our revenue base and improve our
profitability and cash flows from operations by building on our market
leadership positions and by strengthening our niche market positions in the
principal markets that we serve. We also expect to maintain a balanced,
diversified portfolio in terms of markets served, product applications, customer
base and geographic presence. Our strategy to achieve our objectives includes
maintaining our technological excellence by building upon our systems
integration capabilities while solving our customers' most demanding technical
problems, growing our profitable aftermarket business, entering and developing
new markets by using our broad expertise as a designer and supplier of precision
controls, taking advantage of our global engineering, selling and manufacturing
capabilities, striving for continuing cost improvements and capitalizing on
strategic acquisition opportunities. Challenges facing us include improving shareholder value
through increased profitability while experiencing pricing pressures from
customers, strong competition and increases in certain costs, such as health
care, retirement and corporate governance costs. We address these challenges by
focusing on strategic revenue growth and by continuing to improve operating
efficiencies through various process and manufacturing initiatives and using low
cost manufacturing facilities without compromising quality. Three-for-Two Stock Splits
On April 1, 2005, we distributed Class A and Class B Common
Stock in a three-for-two stock split, effected in the form of a 50% share
distribution, to shareholders of record as of March 18, 2005. On February 17,
2004, we distributed Class A and Class B Common Stock in a three-for-two stock
split, effected in the form of a 50% share distribution, to shareholders of
record as of January 26, 2004. All share and per share amounts included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations have been restated to show the effects of the stock splits. 15
CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 255.2 234.1 504.5 460.1 31.7% 31.6% 31.0% 30.5% 10.1 7.5 19.4 14.3 17.2% 18.2% 16.8% 17.5% 3.2 2.8 5.9 6.0 33.6% 31.0% 34.0% 31.0% 15.8 14.1 30.7 26.7 Net sales increased 9% in the second quarter of 2005 from the
second quarter of 2004 and 10% in the first six months of 2005 from the first
six months of 2004. Sales increased in each of our segments. The gross margin in the second quarter of 2005 was similar to
that of the second quarter of 2004. Our sales volume was strong in the second
quarter of 2005, but the resulting improvement in gross margin was offset by
additional contract loss reserves recorded on aircraft programs. The gross
margin in the first half of 2005 improved compared to the first half of 2004.
Our margin was low in Space and Defense Controls in the first quarter of 2004
due to a $1.8 million contract loss reserve established for the recall and
repair of attitude control valves used on satellites. We were also negatively
impacted in the first quarter of 2004 by the sale of inventory that included a
$1.8 million step up to fair value as part of our acquisition of the
Poly-Scientific division of Litton Systems, Inc., a Northrop Grumman subsidiary,
on September 30, 2004. These factors were partially offset by a $1.8 million
favorable scope change adjustment on a business jet development contract in the
first quarter of 2004. Our gross margin was influenced by additions to contract loss
reserves. In the second quarter of 2005, we recorded $3.5 million of additions
to contract loss reserves compared to $1.8 million in the second quarter of
2004. This quarter, we established a $1.6 million reserve on the A400M
multi-role transport aircraft development program after we transferred in-house
the responsibility for the design and production of certain program electronics
from a supplier. This work transfer should provide us with higher margins on
future production deliveries. We also recorded a reserve for $0.8 million on the
A380, the Airbus super jumbo aircraft, related to cost increases associated with
the development of braking system controls. The balance of the additions
primarily related to a business jet development program. In the first half of
2005, we recorded $7.8 million of additions to contract loss reserves compared
to $7.2 million in the first half of 2004, which included the recall and repair
of attitude control valves used on satellites. Research and development expenses increased in the second
quarter and first six months of 2005, predominantly related to increasing
development activities on Boeing's next generation commercial aircraft, the 787
Dreamliner. Selling, general and administrative expenses as a percentage
of sales was lower in the second quarter and first half of 2005 compared to the
same periods in 2004, largely as a result of our bid and proposal efforts on
Boeing's 787. Our bid and proposal efforts on the 787 were substantial through
the second quarter of 2004 and our costs have since shifted to research and
development on this program. Interest expense was higher in the second quarter of 2005
compared to the second quarter of 2004. The higher level of interest expense is
primarily associated with our public offering of $150 million of 6¼% senior
subordinated notes due 2015 that we closed on January 10, 2005. We used the net
proceeds to repay indebtedness under our bank credit facility. Interest expense
was consistent in the first six months of 2005 and 2004, as increases from
higher interest rates, including the effect of the senior subordinated notes,
were offset by lower levels of debt. 16
Our effective tax rate was higher in the second quarter and
first half of 2005 compared to the same periods of 2004 due to reduced foreign
tax benefits. Net earnings increased 12% and diluted earnings per share
increased 14% in the second quarter of 2005 compared to the second quarter of
2004. Net earnings increased 15% and diluted earnings per share increased 16% in
the first six months of 2005 compared to the first six months of 2004.
Weighted-average shares outstanding were lower in 2005 compared to 2004
primarily as a result of our Stock Employee Compensation Trust's purchase of
outstanding Class B Common Stock in the third quarter of 2004. 2005 Outlook - We expect net sales in 2005 to
increase 6% to 8% over 2004 to within a range of $995 million to $1,015 million.
Sales are expected to increase by an amount between $17 million and $37 million
in Industrial Controls, with less significant increases in the other three
segments. We expect our operating margin to increase to approximately 12.2% in
2005. Compared to 2004, our consolidated operating margin in 2005 is expected to
be positively impacted by Space and Defense Controls and Components and, to a
lesser extent, Industrial Controls, while the operating margin in Aircraft
Controls is expected to decline as a result of the loss reserves we recorded in
the second quarter of 2005. Interest expense is expected to increase to $13
million in 2005 from $11 million in 2004 as a result of the higher costs
associated with the January 2005 sale of $150 million of 6¼% senior subordinated
notes. The effective tax rate is expected to increase to 32.5% in 2005 from
31.4% in 2004 primarily related to reduced foreign tax benefits. Net earnings
are expected to increase 10% to 14% to within a range of $63.2 million and $65.4
million. Diluted earnings per share are expected to increase 10% to 14% to
within a range of $1.60 and $1.66. SEGMENT RESULTS OF OPERATIONS AND OUTLOOK The Space Controls segment was renamed Space and Defense
Controls and now includes the defense controls product line, which was
previously included in Industrial Controls. All amounts have been restated to
present defense controls within Space and Defense Controls. Operating profit, as presented below, is net sales less cost
of sales and other operating expenses excluding corporate expenses. Cost of
sales and other operating expenses are directly identifiable to the respective
segment or allocated on the basis of sales, manpower or profit. Operating profit
is reconciled to earnings before income taxes in Note 14 of the Notes to
Consolidated Condensed Financial Statements, included in this report. Aircraft Controls Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 71.4 71.2 143.5 141.0 37.6 30.5 71.7 63.3 109.0 101.7 215.2 204.3 15.0 15.6 30.2 32.5 13.8% 15.4% 14.0% 15.9% 237.8 229.6 237.8 229.6 Net sales in Aircraft Controls increased 7% in the second
quarter of 2005 from the second quarter of 2004, driven by increases within
commercial aircraft. Commercial aircraft aftermarket sales increased $2 million,
sales for business jets increased $2 million related to increased activity on
the Hawker Horizon and the Gulfstream 450, and Boeing OEM sales increased $1
million over last year's low level. Within military aircraft, sales increased $3
million on the F-15 Eagle, $2 million on the Black Hawk helicopter and $1
million on the new Airbus A400M program. These increases were offset by a $4
million decrease on the F-35 Joint Strike Fighter as there was less activity on
this cost-plus program and $3 million on the V-22 Osprey for which our
swashplate actuator refurbishment contract was completed in 2004. 17
Net sales in Aircraft Controls increased 5% in the first half
of 2005 from the first half of 2004. Commercial aircraft sales increased $3
million for aftermarket, $2 million for Boeing OEM, $1 million for Airbus and $1
million for business jets. Within military aircraft, sales increased $6 million
on the F-15, $5 million on the Indian Light Combat Aircraft due to strong first
quarter sales in part related to a new order, $2 million on the Black Hawk and
$2 million on the A400M. These increases were offset by decreases of $8 million
on the F-35 and $3 million on the V-22. Our operating margin for Aircraft Controls decreased in the
second quarter and first six months of 2005 from the same periods of 2004. The
second quarter of 2005 was negatively impacted by contract loss reserves
recorded on the A400M and the A380 programs. In addition to these contract loss
reserves, the decrease in our operating margin in the first half of 2005
resulted from a scope change negotiation on a business jet development program,
which had a favorable impact on our operating margin in the first quarter of
2004. Twelve-month backlog for Aircraft Controls increased from
March 31, 2004 to March 26, 2005 as orders for the F-15 Eagle and commercial
aircraft increased. These increases were partially offset as we have worked down
our backlog on significant military aircraft programs such as the F-35 Joint
Strike Fighter that is transitioning into the integration testing phase of the
program. 2005 Outlook for Aircraft Controls - We expect net
sales in Aircraft Controls to increase to $424 million in 2005 from $412 million
in 2004. Commercial aircraft sales are expected to increase by $15 million to
$144 million, while military aircraft sales are expected to decrease by $3
million to $280 million. We expect commercial aircraft sales to increase as our
business jet production activity ramps up and Boeing OEM sales rebound from the
low levels we experienced in 2004. We also expect commercial aftermarket sales
to increase. We expect military aircraft sales to decrease on the V-22 and the
F-35, offset partially by increases related to a sub-assemblies order for the
F-15 in Japan. Operating margins are expected to decrease to 14.7% in 2005 from
15.4% in 2004, reflecting the additions to contract loss reserves on the A400M
and A380 in the second quarter of 2005. Space and Defense Controls Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 30.9 26.4 64.1 54.8 3.4 .3 6.7 .7 11.0% 1.1% 10.4% 1.3% 97.1 88.3 97.1 88.3 Net sales in Space and Defense Controls increased 17% in the
second quarter and first half of 2005 from the same periods of 2004. In the
second quarter of 2005, sales of controls for satellites increased by $6 million
related to orders for military satellites and was partially offset by a $2
million decrease in sales of controls for tactical missiles reflecting a
production break on the Maverick program and reduced activity on the Hellfire
and VT-1 programs. For the first half of 2005, sales of controls for military
satellites increased $10 million and sales of defense controls increased $2
million. These increases were partially offset by a $4 million decrease in sales
of controls for tactical missile programs. Our operating margin for Space and Defense Controls improved
significantly in the second quarter and first half of 2005 from a low operating
margin in the same periods of 2004. Increased volume, most notably on mechanisms
for military satellite programs, was responsible for the improved operating
margins in the second quarter. The improvement in the first half of 2005
resulted from a $1.8 million contract loss reserve established in the first
quarter of 2004 for the recall and repair of attitude control valves used on
satellites in addition to increased volume. Twelve-month backlog for Space and Defense Controls was
higher at March 26, 2005 compared to March 31, 2004, primarily reflecting strong
orders of mechanisms for military satellites and on tactical missile programs. 18
2005 Outlook for Space and Defense Controls - We
expect sales in Space and Defense Controls to increase to $128 million in 2005
from $116 million in 2004. The increase primarily relates to work on military
satellite programs that is expected to continue throughout most of 2005. We
expect our operating margin to improve to 10.4% in 2005 from 2.8% in 2004,
reflecting a higher level of sales of controls for military satellites and the
absence of recall and repair efforts and the loss reserve for the Joint Common
Missile program that we had in 2004. Industrial Controls Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 78.8 73.1 153.6 137.0 7.3 6.6 12.8 11.4 9.2% 9.0% 8.3% 8.3% 84.4 70.0 84.4 70.0 Net sales in Industrial Controls increased 8% in the second
quarter and 12% in the first half of 2005 from the same periods of 2004. The
largest component of our sales growth was in controls for turbines, which was
driven by increases in China where the market is currently strong. Our sales
also increased in aftermarket activity, metal forming equipment and material
testing. Our largest industrial market is controls for plastics making
machinery, which was fairly level in sales for both the second quarter and first
half of 2005 compared to a year ago. This market has recently experienced a
slowdown in incoming orders in Asia for injection molding machines that produce
CDs and DVDs. Real growth accounted for nearly two-thirds of the increase in
sales for the second quarter and first half of the year, while the effect of
stronger foreign currencies relative to the U.S. dollar accounted for the
remaining increase in sales. Our operating margins for Industrial Controls in the second
quarter and first half of 2005 were consistent with the same periods in 2004.
The higher level of twelve-month backlog for Industrial
Controls at March 26, 2005 compared to one year ago primarily relates to strong
orders in motion simulators for Flight School XXI for the U.S. Army. 2005 Outlook for Industrial Controls - We expect our
net sales in Industrial Controls to increase between 6% and 13% to within a
range of $298 million to $318 million in 2005 from $282 million in 2004,
reflecting the continuation of growth realized in 2004. Sales increases are
expected in every major product line, most notably for simulators for military
flight training. We expect our operating margin in Industrial Controls to be
around 8.7% for the year, a slight improvement over 8.6% in 2004. Components Three Months Ended Six Months Ended March 26, March 31, March 26, March 31, 2005 2004 2005 2004 36.6 32.9 71.6 64.0 5.0 4.0 9.7 6.7 13.8% 12.2% 13.5% 10.4% 62.4 46.4 62.4 46.4 Net sales in Components increased 11% in the second quarter
and 12% in the first half of 2005 from the same periods of 2004. The second
quarter sales increase relates to brushless DC motors used in sleep apnea
equipment, fiber optic slip rings used in CT scan equipment, and components used
on military satellites and equipment for the Bradley fighting vehicle. In
addition to stronger sales in medical markets and military satellites, sales
increased for slip rings and electric motors used in other industrial
applications in the first half of 2005. 19
Our operating margins in Components increased in the second
quarter and first half of 2005 compared to the second quarter and first half of
2004. The second quarter improvement reflects lower selling costs. The
improvement in the first half also resulted from a $1.8 million charge in the
first quarter of 2004 for the step-up in inventory as part of acquisition
accounting that did not affect any other quarters. Twelve-month backlog for Components was higher at March 26,
2005 compared to March 31, 2004 reflecting strong orders on military aircraft
and space and defense programs and growth in medical markets. 2005 Outlook for Components - We expect net sales in
Components to increase to $145 million in 2005 from $130 million in 2004. We
expect the industrial markets to benefit from higher demand for our products
used on medical equipment and increased sales efforts in Europe and Asia. We
also expect sales of space products and defense controls to increase. Our
operating margin is anticipated to increase to 13.7% in 2005 from 12.0% in 2004,
reflecting a continuation of the results we achieved in the second quarter of
2005. The improvement over 2004 relates in part to $1.8 million of costs for the
step-up in inventory as part of acquisition accounting that were included in the
2004 12.0% operating profit. Six Months Ended March 26, March 31, 2005 2004 54.2 66.8 (19.1) (165.5) (21.3) 54.4 Cash flow from operations and available borrowing capacity
provide us with resources needed to run our operations, continually invest in
our business and take advantage of acquisition opportunities as they may arise. Operating activities Net cash provided by operating activities decreased in the
first six months of 2005 from the first six months of 2004. The majority of the
decrease relates to a higher level of receivables associated with stronger sales
in the second quarter of 2005 compared to the second quarter of 2004.
Depreciation and amortization was $18 million in the first six months of 2005
and 2004. Provisions for losses were $14 million in 2005 and $12 million in
2004. Investing activities Net cash used by investing activities consists of $15 million
of capital expenditures and $4 million paid for two small acquisitions in the
first half of 2005. In the second quarter of 2005, we acquired an industrial
systems engineering business and a commercial aircraft repair business. Capital
expenditures were $17 million in the first half of 2004, including $4 million of
assets acquired under capital leases. Net cash used by investing activities in
2004 also included the acquisition of Poly-Scientific for $152 million. 20
Financing activities Net cash used by financing activities in the first half of
2005 primarily consists of paydowns of borrowings as a result of strong
operating cash flows. On January 10, 2005, we completed the sale of $150 million
aggregate principal amount of senior subordinated notes due 2015 with a coupon
interest rate of 6¼%, with interest paid semiannually. We used the net proceeds
to repay indebtedness under our U.S. credit facility. Cash provided by financing
activities in 2004 included financing a portion of the Poly-Scientific
acquisition with $80 million of borrowings on the credit facility. Off Balance Sheet Arrangements The Company does not have any material off balance sheet
arrangements that have or are reasonably likely to have a material future effect
on its results of operations or financial condition. Contractual Obligations and Commercial Commitments The Company's contractual obligations and commercial
commitments have not changed materially from the disclosures in the Company's
Form 10-K for the year ended September 25, 2004. We maintain bank credit facilities to fund our short and
long-term capital requirements, including for acquisitions. From time to time,
we also sell equity and debt securities to fund acquisitions or take advantage
of favorable market conditions. Our largest credit facility is our U.S. facility that
consists of a $75 million term loan and a $315 million revolver that had
outstanding balances of $45 million and $84 million, respectively, at March 26,
2005. Interest on outstanding credit facility borrowings is based on LIBOR plus
the applicable margin, which is currently 125 basis points. The credit facility
expires on March 31, 2008 and requires quarterly principal payments on the term
loan of $3.75 million. The credit facility is secured by substantially all of
our U.S. assets. The U.S. credit facility contains various covenants. The
covenant for minimum consolidated net worth, defined as the sum of capital stock
and additional paid-in capital plus retained earnings, adjusts over the term of
the facility and was $265 million at March 26, 2005. The covenant for minimum
interest coverage ratio, defined as the ratio of adjusted EBITDA to total
interest expense for the most recent four quarters, is 3.0. The covenant for
minimum fixed charge coverage ratio, defined as the ratio of (i) adjusted EBITDA
minus capital expenditures to (ii) the sum of interest expense, income tax
expense and regularly scheduled principal payments on debt, all for the most
recent four quarters, is 1.2. The covenant for the maximum leverage ratio,
defined as the ratio of total debt (including letters of credit) less cash to
adjusted EBITDA for the most recent four quarters, is 3.5. The covenant for
maximum capital expenditures is $50 million in any one fiscal year. Adjusted
EBITDA is defined in the agreement as (i) the sum of net income, interest
expense, income tax expense, depreciation expense, amortization expense and
other non-cash items reducing net income minus (ii) other non-cash items
increasing net income. At March 26, 2005, we were in compliance with all
covenants. We are required to obtain the consent of lenders of the U.S.
credit facility before raising significant additional debt financing. In recent
years, we have demonstrated our ability to secure consents and modifications to
access debt and capital markets. In addition, we have shown strong, consistent
financial performance. We believe that we will be able to obtain additional debt
or equity financing as needed. At March 26, 2005, we had $243 million of unused borrowing
capacity, including $216 million from the U.S. credit facility after considering
standby letters of credit. Total debt to capitalization was 36% at March 26, 2005
compared to 40% at September 25, 2004. 21
We believe that our cash on hand, cash flows from operations
and available borrowings under short and long-term lines of credit will continue
to be sufficient to meet our operating needs. Military Aerospace and Defense Nearly half of our sales relate to global military defense or
government funded programs. Most of these sales are within Aircraft Controls and
Space and Defense Controls. The military aircraft market is dependent on military
spending for development and production programs. Military spending is expected
to remain strong over the next few years. Production programs are typically
long-term in nature, offering greater predictability as to capacity needs and
future revenues. We maintain positions on numerous high priority programs,
including the F/A-18E/F Super Hornet, F-35 and V-22. These and other government
programs can be reduced, delayed or terminated. In 2004, we were awarded a
contract to develop fin controls for the Joint Common Missile program and the
production portion of the program is being considered for termination already.
If this program continues, we will be positioned on it. If it is terminated,
production may continue for the alternative Hellfire missile program that we are
also positioned on. The large installed base of our products leads to attractive
aftermarket sales and service opportunities. Aftermarket revenues are expected
to continue to grow, due to a number of scheduled military retrofit programs and
increased flight hours resulting from increased military activity. The military and government space market is primarily
dependent on the authorized levels of funding for satellite communications
needs. We believe that government spending on military satellites will rise as
the military's need for improved intelligence gathering increases. The tactical missile, missile defense and defense controls
markets are dependent on many of the same market conditions as military
aircraft, including overall military spending and program funding levels. Industrial Approximately one-third of our sales are generated in
industrial markets. The industrial markets we serve are influenced by several
factors, including capital investment, product innovation, economic growth,
cost-reduction efforts and technology upgrades. Diversification of customers,
product applications and geography help to soften the impact of sales changes
within our business. Opportunities for growth include automotive manufacturers
that are upgrading their metal forming, injection molding and material test
capabilities, steel manufacturers that are seeking to reduce energy costs,
advancements in medical technology and demand in China to support their economic
growth particularly in power generation and steel manufacturing markets. Commercial Aircraft Nearly fifteen percent of our sales are on commercial
aircraft programs. The commercial OEM aircraft market has historically exhibited
cyclical swings and sensitivity to economic conditions, while the aftermarket,
which is driven by usage of the existing aircraft fleet, has proven to be more
stable. Higher aircraft utilization rates result in the need for increased
maintenance and spare parts and improve aftermarket sales. Boeing and Airbus
both plan to increase production over the next few years since air traffic
growth has returned to historical average rates. Over the last four years,
annual orders have been below the long-term delivery average. Boeing Commercial
Airplanes is an important customer, representing approximately 3% of our sales,
down from over 10% a few years ago. We have contract coverage through 2012 with
Boeing for the existing 7-series aircraft and are also developing the primary
flight control actuation system for Boeing's 787 Dreamliner, its next generation
commercial aircraft. In the business jet market, our flight controls are
baselined on a couple of newer jets approaching their initial production phases.
22
Foreign Currencies We are affected by the movement of foreign currencies
compared to the U.S. dollar, particularly in Industrial Controls. Nearly
one-third of our sales is denominated in foreign currencies including the euro,
Japanese yen and British pound. During 2005, these foreign currencies have
strengthened against the U.S. dollar and the Company has benefited from the
translation of the results of the Company's foreign subsidiaries into U.S.
dollars. As of the beginning of 2005, we updated our pension
assumption for mortality. For our U.S. defined benefit pension plans,
representing 81% of our consolidated projected benefit obligation at the end of
2004, we are now using the 2000 mortality table. This change in the mortality
table increases annual pension costs by approximately $1.7 million and, in
combination with a decrease in the discount rate assumption to 6.0% in 2005 from
6.5% in 2004, in addition to increased amortization costs associated with prior
year actuarial losses, will increase defined benefit pension expense by
approximately $5.0 million to $21.6 million in 2005 compared with 2004. Other than pension assumptions, there have been no other
changes in critical accounting policies in the current year from those disclosed
in our 2004 Form 10-K. In December 2004, the FASB issued SFAS No. 123 R (revised
2004), "Share-Based Payment," which is a revision of SFAS No. 123, "Accounting
for Stock-Based Compensation." This statement will provide investors and other
users of financial statements with more complete and neutral financial
information by requiring that the compensation cost relating to share-based
payment transactions be recognized in the financial statements. SFAS No. 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair
values. This statement covers a wide range of share-based compensation
arrangements including share options, restricted share plans, performance-based
awards, share appreciation rights, and employee share purchase plans, and
replaces SFAS No. 123, "Accounting for Stock-Based Compensation," and
supersedes Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees." SFAS No. 123, as originally issued in 1995,
established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that statement
permitted entities the option of continuing to apply the guidance in APB No. 25,
as long as the footnotes to financial statements disclosed what net income would
have been had the preferable fair-value-based method been used. SFAS No. 123(R)
is effective for public companies (excluding small business issuers) at the
beginning of the next fiscal year beginning after June 15, 2005. Upon adoption,
all prior years for which SFAS No. 123 was effective may be, but are not
required to be, restated. Based on options outstanding at March 26, 2005, we
expect that diluted earnings per share will be negatively impacted by
approximately $.05 per share for 2006. In November 2004, the FASB issued SFAS No. 151 "Inventory
Costs, an amendment of ARB No. 43, Chapter 4." The amendments made by this
statement clarify that abnormal amounts of idle facility expense, freight,
handling costs and wasted materials (spoilage) should be recognized as current
period charges and require the allocation of fixed production overheads to
inventory based on the normal capacity of the production facilities. The
provisions of this statement are effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. Earlier application is permitted for
inventory costs incurred during fiscal years beginning after November 2004. We
believe the adoption of this standard will not have a material impact on our
results of operations or financial position. In October 2004, President Bush signed the American Job
Creation Act of 2004, which contains provisions related to the distribution of
the earnings of foreign subsidiaries. Although preliminary guidance has been
issued by the IRS, we are still evaluating the effect that this new tax
legislation will have on our results of operations and financial condition.
Therefore, while the impact of the provisions could be significant, we are not
able at this time to determine the impact, if any, of future repatriations. 23
Cautionary Statement Information included herein or incorporated by reference that
does not consist of historical facts, including statements accompanied by or
containing words such as "may," "will," "should," "believes," "expects,"
"expected," "intends," "plans," "projects," "estimates," "predicts,"
"potential," "outlook," "forecast," "anticipates," "presume" and "assume," are
forward-looking statements. Such 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) fluctuations in general business cycles for commercial
aircraft, military aircraft, space and defense products and industrial capital
goods, (ii) our dependence on government contracts that may not be fully funded
or may be terminated, (iii) our dependence on certain major customers, such as
The Boeing Company and Lockheed Martin, for a significant percentage of our
sales, (iv) the possibility that the demand for our products may be reduced if
we are unable to adapt to technological change, (v) intense competition which
may require us to lower prices or offer more favorable terms of sale, (vi) our
significant indebtedness which could limit our operational and financial
flexibility, (vii) the possibility that new product and research and development
efforts may not be successful which could reduce our sales and profits, (viii)
higher pension costs and increased cash funding requirements, which could occur
in future years if future actual plan results differ from assumptions used for
our defined benefit pension plans, including returns on plan assets and discount
rates, (ix) a write-off of all or part of our goodwill, which could adversely
affect our operating results and net worth and cause us to violate covenants in
our bank agreements, (x) the potential for substantial fines and penalties or
suspension or debarment from future contracts in the event we do not comply with
regulations relating to defense industry contracting, (xi) 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, (xii) the
possibility that our subcontractors may fail to perform their contractual
obligations, which may adversely affect our contract performance and our ability
to obtain future business, (xiii) our ability to successfully identify and
consummate acquisitions and integrate the acquired businesses, (xiv) our
dependence on our management team and key personnel, (xv) the possibility of a
catastrophic loss of one or more of our manufacturing facilities, (xvi) the
possibility that future terror attacks, war or other civil disturbances could
negatively impact our business, (xvii) our operations in foreign countries could
expose us to political risks and adverse changes in local, legal, tax and
regulatory schemes, (xviii) the possibility that government regulation could
limit our ability to sell our products outside the United States, (xix) the
impact of product liability claims related to our products used in applications
where failure can result in significant property damage, injury or death and in
damage to our reputation, (xx) the possibility that litigation may result
unfavorably to us, (xxi) foreign currency fluctuations in those countries in
which we do business and other risks associated with international operations
and (xxii) 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
herein. Given these factors, risks and uncertainties, investors should not place
undue reliance on forward-looking statements as predictive of future results. We
disclaim any obligation to update the forward-looking statements made in this
report. 24
Item 3. Quantitative and Qualitative Disclosures about Market
Risk Refer to the Company's Annual Report on Form 10-K for the
year ended September 25, 2004 for a complete discussion of the Company's market
risk. There have been no material changes in the current year regarding this
market risk information. Item 4. Controls and Procedures Disclosure Controls and Procedures. The
Company carried out an evaluation, under the supervision and with the
participation of Company management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e). Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that these
disclosure controls and procedures are effective as of the end of the period
covered by this report, to ensure that information required to be disclosed
in reports filed or submitted under the Exchange Act is made known to them
on a timely basis, and that these disclosure controls and procedures are
effective to ensure such information is recorded, processed, summarized and
reported within the time periods specified in the Commission's rules and
forms. Changes in Internal Control over Financial
Reporting. There have been no changes in the Company's internal control over
financial reporting during the most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. 25
Part II. OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds (c) The following table summarizes the Company's
purchases of its common stock for the quarter ended March 26, 2005. ISSUER PURCHASES OF EQUITY SECURITIES (a) Total (b) Average (c) Total Number (d) Maximum Number 7,875 N/A 12,825 N/A
8,175
30.80
N/A N/A
$28,875
N/A N/A The issuer's purchases during the periods
covered by this report represent purchases of shares from the Moog Inc.
Savings and Stock Ownership Plan. In connection with the exercise and
vesting of stock options, the Company from time to time accepts delivery of
shares to pay the exercise price of employee stock options. The Company does
not otherwise have any plan or program to purchase its common stock. Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Shareholders was held on January 12, 2005.
The following matters were submitted to a vote of security holders at the Annual
Meeting. For Authority Withheld 28,303,452 2,968,377 4,489,217 52,638 4,500,410 41,445 26
Item 5. Other Information Item 6. Exhibits (a) Certification of Chief Executive Officer
pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer
pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. 27
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. Moog Inc. __________________________
(Registrant)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 26, 2005
(dollars in thousands, except per share data)
Net
earnings, as reported
$
$
$
$
Less
stock based employee compensation
expense determined under fair value
method
Net
earnings, pro forma
$
$
$
$
Earnings per share:
Basic, as reported
$
$
$
$
Basic, pro forma
$
$
$
$
Diluted, as reported
$
$
$
$
Diluted, pro forma
$
$
$
$
Raw
materials and purchased parts
$
$
Work in
process
Finished
goods
$
$
The
changes in the carrying amount of goodwill for the six months ended March
26, 2005 are as follows:
Balance as of September 25, 2004
$
$
$
$
$
Acquisitions
Foreign currency translation
Balance as of March 26, 2005
$
$
$
$
$
Marketing-related
$
$
$
$
Customer-related
Technology-related
Artistic-related
$
$
$
$
Warranty accrual at beginning of period
$
$
$
$
Additions from acquisition
Warranties issued during period
Adjustments to pre-existing warranties
Reductions for settling warranties
Foreign currency translation
Warranty accrual at end of period
$
$
$
$
Accumulated gain at September 25, 2004
$
$
$
Net
increase in fair value of derivatives
Net
reclassification from AOCL into earnings
Accumulated gain at March 26, 2005
$
Net
periodic benefit costs for U.S. pension plans consist of:
Service cost
$
$
$
$
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of actuarial loss
Pension expense for defined benefit plans
Pension expense for defined
contribution plans
Total
pension expense for U.S. plans
$
$
$
Net
periodic benefit costs for non-U.S. pension plans consist of:
Service cost
$
$
$
$
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of transition obligation
Amortization of actuarial loss
Pension expense for defined benefit plans
Pension expense for defined
contribution plans
Total
pension expense for non-U.S. plans
$
$
$
Net
periodic benefit costs for the postretirement benefit plan consist of:
Service cost
$
$
$
$
Interest cost
Amortization of transition obligation
Amortization of prior service cost
Amortization of actuarial loss
Net
periodic postretirement benefit cost
$
$
$
$
COMMON STOCK
Beginning of period
Conversion of Class B to Class A
Cancellation of fractional shares in
stock
split and other
End
of period
ADDITIONAL PAID-IN CAPITAL
Beginning of period
Issuance of Treasury shares at more than cost
Cancellation of fractional shares in stock split
Adjustment to market - SECT, and other
End
of period
RETAINED EARNINGS
Beginning of period
Net
earnings
End
of period
TREASURY STOCK
Beginning of period
Treasury stock issued
Treasury stock purchased
End
of period
(3,305,971)
STOCK
EMPLOYEE COMPENSATION TRUST (SECT)
Beginning of period
Purchase of SECT stock
Sale
of SECT stock to SSOP Plan
Adjustment to market - SECT
End
of period
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Beginning of period
Foreign currency translation adjustment
Increase in accumulated gain on derivatives
End
of period
TOTAL
SHAREHOLDERS' EQUITY
Weighted-average shares outstanding-Basic
Dilutive effect of:
Stock
options
Convertible preferred stock
Weighted-average shares outstanding-Diluted
The
components of comprehensive income are as follows:
March 26,
March 31,
March 26,
March 31,
Net
earnings
Other
comprehensive income (loss):
Foreign currency translation adjustments
Increase (decrease) in accumulated
gain on derivatives, net of tax
Comprehensive income
$
$
$
$
The
components of accumulated other comprehensive loss are as follows:
September 25,
Cumulative foreign currency translation adjustments
$
$
Minimum pension liability adjustment
Accumulated gain on derivatives
Accumulated other comprehensive loss
$
$
Net
Sales
Aircraft Controls
$
$
$
$
Space
and Defense Controls
Industrial Controls
Components
Net sales
$
$
$
$
Operating Profit and Margins
Aircraft Controls
$
$
Space
and Defense Controls
Industrial Controls
Components
Total
operating profit
Deductions from Operating Profit
Interest expense
Corporate expenses and other
Earnings before Income Taxes
$
$
$
$
(dollars in millions)
Net
sales
$
$
$
$
Gross
margin
Research and development expenses
$
$
$
$
Selling, general and administrative expenses
as a
percentage of sales
Interest expense
$
$
$
$
Effective tax rate
Net
earnings
$
$
$
$
(dollars in millions)
Net
sales - military aircraft
$
$
$
$
Net
sales - commercial aircraft
$
$
$
$
Operating profit
$
$
$
$
Operating margin
Backlog
$
$
$
$
(dollars in millions)
Net
sales
$
$
$
$
Operating profit
$
$
$
$
Operating margin
Backlog
$
$
$
$
(dollars in millions)
Net
sales
$
$
$
$
Operating profit
$
$
$
$
Operating margin
Backlog
$
$
$
$
(dollars in millions)
Net
sales
$
$
$
$
Operating profit
$
$
$
$
Operating margin
Backlog
$
$
$
$
FINANCIAL CONDITION AND LIQUIDITY
(dollars in millions)
Net
cash provided (used) by:
Operating activities
$
$
Investing activities
Financing activities
CAPITAL STRUCTURE AND RESOURCES
ECONOMIC CONDITIONS AND MARKET TRENDS
CRITICAL ACCOUNTING POLICIES
RECENT ACCOUNTING PRONOUNCEMENTS
(a)
(b)
Period
Number
of Shares
Purchased(1)
Price
Paid Per Share
of Shares
Purchased as
Part of Publicly Announced Plans
or Programs(2)
(or Approximate Dollar
Value) of Shares that May
Yet Be Purchased Under
the Plans or Programs(2)
December 25, 2004 -
January 31, 2005
26.47
N/A
February 1-28, 2005
29.38
N/A
March 1-26, 2005
Total
$28.99
(1)
(2)
a.
An amendment to the Company's Restated
Certificate of Incorporation to increase the number of authorized Class A
Common Shares was approved based on the following shares voted:
Class A*: For, 2,782,452; Against, 343,484;
Abstain, 1,248.
Class B: For, 4,475,399; Against, 55,577;
Abstain, 10,880.
b.
The nominees to the Board of Directors were
elected based on the following shares voted:
Nominee
Class A
Robert T. Brady
Class B
Joe C. Green
Raymond W. Boushie
The term of the
following directors continued after the Annual Meeting: Richard A. Aubrecht,
John D. Hendrick and Brian J. Lipke (Class B directors through 2006); Kraig
H. Kayser, Robert H. Maskrey and Albert F. Myers (Class B directors through
2007); James L. Gray (Class A director through 2006); and Robert R. Banta
(Class A director through 2007).
c.
The appointment of Ernst & Young LLP as
auditors was approved based on the following shares voted:
Class A*: For, 3,110,064; Against, 15,276;
Abstain, 1,844.
Class B: For, 4,492,110; Against, 35,676;
Abstain, 14,067.
On April 1, 2005, the Company distributed Class A and Class
B Common Stock in a three-for-two stock split, effected in the form of a 50%
share distribution to shareholders of record as of March 18, 2005. The
shares voted during the Company's Annual Meeting of Shareholders have been
restated accordingly.
* Each share of Class A Common Stock is
entitled to a one-tenth vote per share on this proposal.
(a)
On April 13, 2005, the Company entered into
Modification No. 4 to the Amended and Restated Loan Agreement dated as of
March 3, 2003, as modified by Modification Nos. 1, 2 and 3 thereto dated as
of August 6, 2003, March 5, 2004 and December 17, 2004, respectively. The
intention of Modification No. 4 is to permit the reorganization of the
Company's
European operations in order to create more flexibility in structuring
future acquisitions and achieve certain tax benefits.
Exhibits
10.1
Description of Management Profit Sharing
Program.
10.2
Modification No. 4 Regarding Amended and
Restated Loan Agreement Among Certain Lenders, HSBC Bank USA, National
Association, as Agent and Moog Inc.
31.1
31.2
32.1
Date: May 4, 2005
By /s/Robert T. Brady
Robert T. Brady
Chairman
Chief Executive Officer
Date: May 4, 2005
By /s/Robert R. Banta
Robert R. Banta
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
Date: May 4, 2005
By /s/Donald R. Fishback
Donald R. Fishback
Controller
(Principal Accounting Officer)
28
EXHIBIT INDEX | ||
10.1 | Description of Management Profit Sharing Program. | |
10.2 | Modification No. 4 Regarding Amended and Restated Loan Agreement Among Certain Lenders, HSBC Bank USA, National Association, as Agent and Moog Inc. | |
31.1 |
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
31.2 |
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |