8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 24, 2020

Date of Report (date of earliest event reported)

MOOG Inc.

(Exact name of registrant as specified in its charter)

NY	1-05129		16-0757636
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
400 Jamison Rd	East Aurora,	New York	14052-0018
(Address of Principal Executive Offices)			(Zip Code)

(716) 652-2000

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	MOG.A	New York Stock Exchange
Class B common stock	MOG.B	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 2.02	Results of Operations and Financial Condition

On April 24, 2020, Moog Inc. (the “Company”) issued a press release discussing results of operations for the quarter ended March 28, 2020. 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 2.02 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 be 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.

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits.
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99.1	Press release dated April 24, 2020, announcing Moog Inc.’s results of operations for the quarter ended March 28, 2020.
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104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 hereunto duly authorized.

		MOOG INC.
Dated:	April 24, 2020	By:	/s/ Michael J. Swope
		Name:	Michael J. Swope
			Controller

		Exhibit

Exhibit 99.1

Moog Inc. ▪ East Aurora, New York ▪ 14052 ▪ 716-652-2000

Press Information

Release Date:	April 24, 2020	Contact:	Ann Marie Luhr
	IMMEDIATE		716-687-4225

MOOG REPORTS SECOND QUARTER RESULTS

East Aurora, NY -- Moog Inc. (NYSE: MOG.A and MOG.B) announced today financial results for the quarter ended March 28, 2020.

“We find ourselves in unprecedented times,” said John Scannell, Chairman and CEO. “The COVID-19 pandemic is impacting every single one of us in a deep and personal way. We hope everyone is taking care of themselves and their families. In difficult circumstances like these, we believe business must be a force for good. Our priorities are clear. First and foremost, is the health and safety of our employees and their families, and second, meeting the needs of our customers, and thereby securing the financial well-being of the company. We are facing a global economic disruption and working hard to create value for all our stakeholders is now more important than ever. Our employees are rising to the occasion and I’m humbled by their dedication and commitment.”

Second Quarter Highlights

•	Sales of $765 million, up 6% from a year ago;
•	Operating margins of 11.0% up from 10.8% a year ago;
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•	Diluted earnings per share of $1.48, up 26% from a year ago;
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•	Effective tax rate of 19.2%; and
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•	$39 million cash flow from operating activities.
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Fiscal 2020 Outlook

Late in the second quarter, business disruptions related to the pandemic started to affect the Company’s operations. Given the considerable uncertainty around the extent and duration of these circumstances, and how they will impact operations, the Company is suspending its previously provided fiscal year 2020 guidance.

Actions that have been taken to address business pressures and preserve liquidity include:

•	Temporarily suspending dividend payments;
•	Temporarily suspending share buyback activities;
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•	Minimizing capital spend;
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•	Reducing discretionary spending;
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•	Implementing hiring and salary freezes;
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•	Aligning company resources and incoming inventory to be in line with expected customer demand;
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•	Optimizing the timing of cash flow; and
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•	Implementing vendor financing programs.
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Exhibit 99.1

Segment Results

Total Aircraft Controls segment sales in the quarter were $341 million, up 6% year over year. Military aircraft sales of $176 million were 13% higher. F-35 Joint Strike Fighter sales were very strong, up 23%. Military aftermarket sales of $61 million, increased 14%, on F-35 and F-15 sustainment activity.

Commercial aircraft revenues were unchanged, at $166 million. Boeing OEM sales were slightly higher, at $65 million, on increased 787 sales. Airbus sales of $38 million were down 13%, tied to lower A350 deliveries. Commercial aftermarket sales increased 7%, on activity across multiple programs.

Space and Defense segment sales were $193 million, up 17% year over year. Space sales of $74 million increased 38%, driven by Department of Defense and NASA launch vehicle programs, and satellite engines. Defense sales were up 7%, to $119 million, on increases in missile, vehicle and naval product lines.

Industrial Systems segment sales in the quarter were $231 million, slightly lower compared to last year’s second quarter. Stronger energy market sales, up 23%, were helped by the GAT acquisition based in Germany. Medical market sales were 12% higher on very strong IV pump sales. Lower sales of industrial automation products, off 9%, and simulation and test products, off 18%, were tied to weak demand in China during the quarter.

Total backlog was $2.6 billion, with consolidated 12-month backlog at $1.8 billion, up 10% from a year ago.

Mr. Scannell concluded, “Overall, the second quarter was very strong with the impact from the pandemic only starting to affect our operations late in the quarter. As we look forward, our diversity across markets and our strong balance sheet are key to navigating the short-term challenges, while the strength of our franchise and our fundamental approach to business are the basis for our continued long-term success.”

In conjunction with today’s release, Moog will host a conference call beginning at 10:00 a.m. ET, which will be broadcast live over the Internet. John Scannell, Chairman and CEO, and Jennifer Walter, CFO, will host the call.

Listeners can access the call live or in replay mode at www.moog.com/investors/communications. Supplemental financial data will be available on the webcast web page approximately 90 minutes prior to the conference call.

Moog Inc. is a worldwide designer, manufacturer, and integrator of precision control components and systems. Moog’s high-performance systems control military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles, automated industrial machinery, marine and medical equipment. Additional information about the company can be found at www.moog.com.

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Exhibit 99.1

Cautionary Statement

Information included or incorporated by reference in this report 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,” “approximate,” “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 forward-looking statements reflect the Company’s current views with respect to certain current and future events and financial performance and are not guarantees of future performance. This includes but is not limited to, the Company’s expectation and ability to pay a quarterly cash dividend on its common stock in the future, subject to the determination by the board of directors, and based on an evaluation of company earnings, financial condition and requirements, business conditions, capital allocation determinations and other factors, risks and uncertainties. The impact or occurrence of these could cause actual results to differ materially from the expected results described in the forward-looking statements. These important factors, risks and uncertainties include:

•	The markets we serve are cyclical and sensitive to domestic and foreign economic conditions and events, which may cause our operating results to fluctuate;
•	We face various risks related to health epidemics such as the global COVID-19 pandemic, which may have material adverse consequences on our operations, financial position, cash flows, and those of our customers and suppliers;
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•	We operate in highly competitive markets with competitors who may have greater resources than we possess;
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•	We depend heavily on government contracts that may not be fully funded or may be terminated, and the failure to receive funding or the termination of one or more of these contracts could reduce our sales and increase our costs;
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•	We make estimates in accounting for over-time contracts, and changes in these estimates may have significant impacts on our earnings;
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•	We enter into fixed-price contracts, which could subject us to losses if we have cost overruns;
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•	We may not realize the full amounts reflected in our backlog as revenue, which could adversely affect our future revenue and growth prospects;
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•	If our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted;
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•	We may not be able to prevent, or timely detect, issues with our products and our manufacturing processes which may adversely affect our operations and our earnings;
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•	Contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks, and any false claims or non-compliance could subject us to fines, penalties or possible debarment;
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•	The loss of The Boeing Company as a customer or a significant reduction in sales to The Boeing Company could adversely impact our operating results;
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•	Our new products and technology research and development efforts are substantial and may not be successful which could reduce our sales and earnings;
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•	Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete;
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•	Our business operations may be adversely affected by information systems interruptions, intrusions or new software implementations;
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•	Our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility;
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•	The potential phase out of LIBOR may negatively impact our debt agreements and financial position, results of operations and liquidity;
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•	Significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could adversely affect our earnings and equity and increase our pension funding requirements;
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•	A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth;
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•	Our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or if we engage in divesting activities;
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Exhibit 99.1

•	Our operations in foreign countries expose us to political and currency risks and adverse changes in local legal and regulatory environments;
•	The United Kingdom's decision to exit the European Union may bring short-term and long-term adverse impacts on our results of operations;
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•	Escalating tariffs, restrictions on imports or other trade barriers between the United States and various countries may impact our results of operations;
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•	Unforeseen exposure to additional income tax liabilities may affect our operating results;
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•	Government regulations could limit our ability to sell our products outside the United States and otherwise adversely affect our business;
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•	The failure or misuse of our products may damage our reputation, necessitate a product recall or result in claims against us that exceed our insurance coverage, thereby requiring us to pay significant damages;
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•	We are involved in various legal proceedings, the outcome of which may be unfavorable to us;
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•	Future terror attacks, war, natural disasters or other catastrophic events beyond our control could negatively impact our business;
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•	Our operations are subject to environmental laws, and complying with those laws may cause us to incur significant costs.
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These factors 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.

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Exhibit 99.1

Moog Inc.
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands, except per share data)
	Three Months Ended				Six Months Ended
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	March 28, <br>2020		March 30, <br>2019		March 28, <br>2020		March 30, <br>2019
Net sales	$	765,277	$	718,811	$	1,520,120	$	1,398,487
Cost of sales	557,223		521,410		1,100,809		1,001,584
Gross profit	208,054		197,401		419,311		396,903
Research and development	26,688		31,344		54,896		63,220
Selling, general and administrative	107,251		99,860		205,618		196,186
Interest	10,251		9,939		20,483		19,621
Other	2,333		2,342		9,879		7,477
Earnings before income taxes	61,531		53,916		128,435		110,399
Income taxes	11,786		12,857		28,663		26,571
Net earnings	$	49,745	$	41,059	$	99,772	$	83,828
Net earnings per share
Basic	$	1.49	$	1.18	$	2.94	$	2.41
Diluted	$	1.48	$	1.17	$	2.91	$	2.38
Average common shares outstanding
Basic	33,434,420		34,886,541		33,972,635		34,850,898
Diluted	33,685,395		35,241,113		34,236,399		35,183,471

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Exhibit 99.1

Moog Inc.
CONSOLIDATED SALES AND OPERATING PROFIT
(dollars in thousands)
	Three Months Ended						Six Months Ended
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	March 28, <br>2020			March 30, <br>2019			March 28, <br>2020			March 30, <br>2019
Net sales:
Aircraft Controls	$	341,407		$	320,627		$	681,361		$	624,672
Space and Defense Controls	193,010			164,825			379,250			320,893
Industrial Systems	230,860			233,359			459,509			452,922
Net sales	$	765,277		$	718,811		$	1,520,120		$	1,398,487
Operating profit:
Aircraft Controls	$	34,701		$	27,122		$	73,293		$	60,321
	10.2		%	8.5		%	10.8		%	9.7		%
Space and Defense Controls	24,652			20,504			49,934			38,977
	12.8		%	12.4		%	13.2		%	12.1		%
Industrial Systems	24,775			30,228			51,574			57,933
	10.7		%	13.0		%	11.2		%	12.8		%
Total operating profit	84,128			77,854			174,801			157,231
	11.0		%	10.8		%	11.5		%	11.2		%
Deductions from operating profit:
Interest expense	10,251			9,939			20,483			19,621
Equity-based compensation expense	890			1,683			3,271			3,691
Non-service pension expense	3,598			4,889			7,199			9,783
Corporate and other expenses, net	7,858			7,427			15,413			13,737
Earnings before income taxes	$	61,531		$	53,916		$	128,435		$	110,399

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Exhibit 99.1

Moog Inc.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
	March 28, <br>2020			September 28, <br>2019
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ASSETS
Current assets
Cash and cash equivalents	$	115,984		$	89,702
Restricted cash	3,281			2,846
Receivables	1,007,730			957,287
Inventories, net	589,493			534,974
Prepaid expenses and other current assets	44,002			44,164
Total current assets	1,760,490			1,628,973
Property, plant and equipment, net	617,369			586,767
Operating lease right-of-use assets	66,193			—
Goodwill	810,354			784,240
Intangible assets, net	96,742			79,646
Deferred income taxes	19,651			19,992
Other assets	14,174			14,619
Total assets	$	3,384,973		$	3,114,237
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current installments of long-term debt	$	—		$	249
Accounts payable	244,708			257,677
Accrued compensation	111,280			143,765
Contract advances	182,822			137,242
Accrued liabilities and other	206,800			188,725
Total current liabilities	745,610			727,658
Long-term debt, excluding current installments	1,093,966			832,984
Long-term pension and retirement obligations	161,973			160,034
Deferred income taxes	50,259			40,528
Other long-term liabilities	87,487			30,552
Total liabilities	2,139,295			1,791,756
Shareholders’ equity
Common stock - Class A	43,800			43,795
Common stock - Class B	7,480			7,485
Additional paid-in capital	449,720			510,546
Retained earnings	2,211,462			2,128,739
Treasury shares	(957,082		)	(769,569		)
Stock Employee Compensation Trust	(60,386		)	(111,492		)
Supplemental Retirement Plan Trust	(42,672		)	(71,546		)
Accumulated other comprehensive loss	(406,644		)	(415,477		)
Total shareholders’ equity	1,245,678			1,322,481
Total liabilities and shareholders’ equity	$	3,384,973		$	3,114,237

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Exhibit 99.1

Moog Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
	Six Months Ended
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	March 28, <br>2020			March 30, <br>2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	99,772		$	83,828
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation	36,962			36,074
Amortization	6,676			7,212
Deferred income taxes	(1,346		)	2,182
Equity-based compensation expense	3,271			3,691
Other	5,674			1,331
Changes in assets and liabilities providing (using) cash:
Receivables	(43,910		)	(16,621		)
Inventories	(49,467		)	(44,428		)
Accounts payable	(14,891		)	10,208
Contract advances	46,468			17,127
Accrued expenses	(9,920		)	(6,075		)
Accrued income taxes	(12,338		)	(1,767		)
Net pension and post retirement liabilities	15,785			15,639
Other assets and liabilities	(2,032		)	447
Net cash provided by operating activities	80,704			108,848
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	(54,265		)	—
Purchase of property, plant and equipment	(53,463		)	(59,971		)
Other investing transactions	(3,706		)	2,447
Net cash used by investing activities	(111,434		)	(57,524		)
CASH FLOWS FROM FINANCING ACTIVITIES
Net short-term repayments	—			(3,560		)
Proceeds from revolving lines of credit	829,000			327,300
Payments on revolving lines of credit	(758,500		)	(361,300		)
Proceeds from long-term debt	4,300			—
Payments on long-term debt	(4,300		)	(167		)
Proceeds from senior notes, net of issuance costs	491,769			—
Payments on senior notes	(300,000		)	—
Payments on finance lease obligations	(412		)	—
Payment of dividends	(17,049		)	(17,430		)
Proceeds from sale of treasury stock	3,199			2,443
Purchase of outstanding shares for treasury	(191,961		)	(16,319		)
Proceeds from sale of stock held by SECT	14,278			9,479
Purchase of stock held by SECT	(6,209		)	(7,354		)
Other financing transactions	(5,877		)	—
Net cash provided (used) by financing activities	58,238			(66,908		)
Effect of exchange rate changes on cash	(791		)	(50		)
Increase (decrease) in cash, cash equivalents and restricted cash	26,717			(15,634		)
Cash, cash equivalents and restricted cash at beginning of period	92,548			127,706
Cash, cash equivalents and restricted cash at end of period	$	119,265		$	112,072
SUPPLEMENTAL CASH FLOW INFORMATION
Treasury shares issued as compensation	$	9,063		$	11,795
Equipment acquired through lease financing	$	13,090		$	148