8-K
MOOG INC. (MOG-A)
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 28, 2023
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) | (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 28, 2023, Moog Inc. (the “Company”) issued a press release discussing results of operations for the quarter ended April 1, 2023. 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, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly stated by specific reference in such a filing.
| Item 8.01 | Other Events |
|---|
On April 28, 2023, the Company issued a press release announcing that the Company’s Board of Directors declared a quarterly dividend of $.27 per share on the Company's issued and outstanding shares of Class A common stock and Class B common stock. The dividend will be paid on May 30, 2023 to all shareholders of record as of the close of business on May 12, 2023. A copy of the press release is included as Exhibit 99.2 of this report.
Additionally, on April 28, 2023, the Company announced it will host an investor day on June 6, 2023. Presentations will be given by Chief Executive Officer Pat Roche and members of the Company's executive leadership team. A live audio webcast and a full copy of the presentation materials will be available on the investor section of Moog’s website at www.moog.com prior to the start of the meeting on June 6, 2023. A replay of the webcast will also be made available and archived shortly after the event. A copy of the press release is included as Exhibit 99.3 of this report.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d)Exhibits.
| 99.1 | Press release dated April 28, 2023, announcing Moog Inc.’s results of operations for the quarter ended April 1, 2023. |
|---|---|
| 99.2 | Press release dated April 28, 2023, announcing cash dividend. |
| 99.3 | Press release dated April 28, 2023, announcing investor day. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 28, 2023 | By: | /s/ Michael J. Swope |
| Name: | Michael J. Swope | ||
| Controller |
Document
Exhibit 99.1
Moog Inc. ▪ East Aurora, New York ▪ 14052 ▪ 716-652-2000
Press Information
| Release Date: | April 28, 2023 |
|---|---|
| IMMEDIATE |
Moog Inc. Reports Second Quarter 2023 Results With Record Sales
Reiterates full year adjusted 2023 earnings per share guidance
East Aurora, NY -- Moog Inc. (NYSE: MOG.A and MOG.B), a worldwide designer, manufacturer and systems integrator of high-performance precision motion and fluid controls and controls systems, today reported second quarter 2023 diluted earnings per share of $1.34 and adjusted diluted earnings per share of $1.42.
| (in millions, except per share results) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Q2 2023 | Q2 2022 | Deltas | |||||||
| Net sales | $ | 837 | $ | 771 | 9 | % | |||
| Operating margin | 10.0 | % | 7.4 | % | 260 bps | ||||
| Adjusted operating margin | 10.4 | % | 10.6 | % | -20 bps | ||||
| Diluted net earnings per share | $ | 1.34 | $ | 0.91 | 47 | % | |||
| Adjusted diluted net earnings per share | $ | 1.42 | $ | 1.49 | (5) | % | |||
| Adjusted free cash flow | $ | (101) | $ | (24) | $ | (76) | |||
| See the reconciliations of adjusted financial results to reported results included in the financial statements herein for the quarters ended April 1, 2023 and April 2, 2022. |
Quarter Highlights
▪Net sales were $837 million, an increase of 9% compared to the second quarter from a year ago, with increases across all three reporting segments. Excluding divestitures and foreign exchange impacts, sales increased 11%.
▪Adjusted operating margin of 10.4% was relatively unchanged from a year ago. Stronger operational performance was offset by several program charges and an unfavorable sales mix.
▪Adjusted diluted earnings per share decreased 5%, as $7 million of higher interest expense was partially offset by increased operating profit.
▪Adjusted free cash flow use in the second quarter of $101 million was driven by working capital consumption and elevated capital expenditures.
"Our sales were remarkable this quarter, a proud record for our company," said Pat Roche, CEO. "Adjusted operating margin performance through the first half of the year was better than prior year and will be stronger in the second half of FY23. We took a big step in our simplification journey by moving away from a matrixed structure in Aircraft Controls towards two separate businesses. This change will drive greater clarity and performance.”
Exhibit 99.1
Segment Results
Aircraft Controls sales in the second quarter of 2023 increased 11%. Sales for commercial OEM programs increased significantly, up 56%, driven by market recovery in widebody aircraft and business jet activity. Commercial aftermarket increased 21% due to higher spares volume. Military OEM sales were down 5% reflecting lower funded development activity. Military aftermarket was down 18% compared to a very strong quarter a year ago. Adjusted operating margin was 9.5%, a 50 basis-point decrease, the result of an unfavorable sales mix in the quarter.
Space and Defense Controls sales increased 10% in the second quarter of 2023, mostly driven by increased activity in the avionics business and the ramp to full-rate production for the reconfigurable turret. Adjusting for the divestiture of the security business last year, segment sales increased 12%. Adjusted operating margin was 11.7%, 10 basis points higher than last year’s second quarter. Benefits associated with higher sales and improvements in the core business were mostly offset by additional charges on our space vehicle development programs.
Industrial Systems sales increased 3%. Excluding foreign currency movements and last year’s sonar business divestiture, sales increased 8%. The underlying sales growth was related to continued recovery in industrial automation products. Sales of medical products were mostly unchanged while simulation and test products were lower on order timing. Adjusting for last year’s divestiture, energy sales were unchanged. Adjusted operating margin of 10.4% decreased 10 basis points, reflecting operational charges taken in the quarter, offset by incremental sales volume.
Free Cash Flow Results
Adjusted free cash flow in the second quarter was a use of cash of $101 million. Capital expenditures were $60 million in the quarter and included $28 million for the purchase of a building to support business growth. Working capital pressure was tied to receivables growth associated with higher sales, supply chain constraints, and the work-down of customer advances for defense programs.
2023 Financial Guidance
“We are increasing our sales guidance slightly to $3.2 billion," said Jennifer Walter, CFO. "In addition, we are reiterating our fiscal year 2023 guidance for the company’s adjusted operating margin and adjusted earnings per share. Overall, we had a good first half of the year and our outlook for the rest of the year looks strong."
| (in millions, except per share results) | |||||
|---|---|---|---|---|---|
| Previous | |||||
| Net sales | 3,190 | $ | 3,175 | ||
| Operating margin | % | 11.2 | % | ||
| Adjusted operating margin | % | 11.0 | % | ||
| Diluted net earnings per share | 5.81 | $ | 5.89 | ||
| Adjusted diluted net earnings per share | 5.70 | $ | 5.70 | ||
| Free cash flow | — | $ | 100 | ||
| Earnings per share figures are forecasted to be within range of +/- 0.20. |
All values are in US Dollars.
Free cash flow guidance is now zero. This change reflects an increase in working capital requirements largely due to the second quarter pressures, and investments to support the business.
In conjunction with today’s release, Moog Inc. will host a conference call today beginning at 10:00 a.m. ET, which will be broadcast live over the Internet. Pat Roche, 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 90 minutes prior to the conference call.
Exhibit 99.1
Cautionary Statement
Information included or incorporated by reference in this press release 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 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. In evaluating these forward-looking statements, you should carefully consider the factors set forth below.
Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties that arise from time to time are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the SEC and include the following:
Strategic risks
•We operate in highly competitive markets with competitors who may have greater resources than we possess;
•Our research and development and innovation efforts are substantial and may not be successful, which could reduce our sales and earnings;
•If we are unable to adequately enforce and protect our intellectual property or defend against assertions of infringement, our business and our ability to compete could be harmed; and
•Our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or as we conduct divestitures.
Market condition risks
•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 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;
•The loss of The Boeing Company or Lockheed Martin as a customer or a significant reduction in sales to either company could adversely impact our operating results; and
•We may not realize the full amounts reflected in our backlog as revenue, which could adversely affect our future revenue and growth prospects.
Operational risks
•A reduced supply, as well as inflated prices, across various raw materials and third-party provided components and sub-assemblies within our supply chain could have a material impact on our ability to manufacture and ship our products, in addition to adversely impacting our operating profit and balance sheet;
•We face various risks related to health pandemics, such as the COVID-19 pandemic, which have had material adverse consequences on our operations, financial position, cash flows, and those of our customers and suppliers;
•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;
•We face, and may continue to face, risks related to information systems interruptions, intrusions or new software implementations, which may adversely affect our business operations;
•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; and
•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.
Exhibit 99.1
Financial risks
•We make estimates in accounting for over-time contracts, and changes in these estimates may have significant impacts on our earnings;
•We enter into fixed-price contracts, which could subject us to losses if we have cost overruns;
•Our indebtedness and restrictive covenants under our credit facilities and indenture governing our senior notes could limit our operational and financial flexibility;
•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;
•A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth; and
•Unforeseen exposure to additional income tax liabilities may affect our operating results.
Legal and compliance risks
•Contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting standards, and any false claims or non-compliance could subject us to fines, penalties or possible debarment;
•Our operations in foreign countries expose us to currency, political and trade risks and adverse changes in local legal and regulatory environments could impact our results of operations;
•Government regulations could limit our ability to sell our products outside the United States and otherwise adversely affect our business;
•We are involved in various legal proceedings, the outcome of which may be unfavorable to us;
•Our operations are subject to environmental laws and complying with those laws may cause us to incur significant costs; and
•We may face reputational, regulatory or financial risks from a perceived, or an actual, failure to achieve our sustainability goals.
General risks
▪Future terror attacks, war, natural disasters or other catastrophic events beyond our control could negatively impact our business; and
•Our performance could suffer if we cannot maintain our culture as well as attract, retain and engage our employees.
While we believe we have identified and discussed above the material risks affecting our business, there may be additional factors, risks and uncertainties not currently known to us or that we currently consider immaterial 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. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to update any forward-looking statement made in this report, except as required by law.
Contact
Investor Relations - 716.687.4225
Exhibit 99.1
| Moog Inc. | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) | ||||||||
| (dollars in thousands, except per share data) | ||||||||
| Three Months Ended | Six Months Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| April 1,<br>2023 | April 2,<br>2022 | April 1,<br>2023 | April 2,<br>2022 | |||||
| Net sales | $ | 836,792 | $ | 770,787 | $ | 1,596,895 | $ | 1,494,873 |
| Cost of sales | 615,477 | 556,070 | 1,171,894 | 1,085,776 | ||||
| Inventory write-down | — | 1,705 | — | 3,205 | ||||
| Gross profit | 221,315 | 213,012 | 425,001 | 405,892 | ||||
| Research and development | 26,743 | 30,720 | 50,605 | 58,428 | ||||
| Selling, general and administrative | 116,695 | 111,019 | 229,860 | 222,816 | ||||
| Interest | 14,963 | 8,263 | 28,095 | 16,245 | ||||
| Asset impairment | 1,219 | 15,236 | 1,219 | 15,236 | ||||
| Restructuring | 2,017 | 7,793 | 3,095 | 7,793 | ||||
| Gain on sale of businesses | — | — | — | (16,146) | ||||
| Gain on sale of buildings | (527) | — | (10,030) | — | ||||
| Other | 3,901 | 1,268 | 5,552 | 1,384 | ||||
| Earnings before income taxes | 56,304 | 38,713 | 116,605 | 100,136 | ||||
| Income taxes | 13,291 | 9,626 | 27,576 | 24,784 | ||||
| Net earnings | $ | 43,013 | $ | 29,087 | $ | 89,029 | $ | 75,352 |
| Net earnings per share | ||||||||
| Basic | $ | 1.35 | $ | 0.91 | $ | 2.80 | $ | 2.35 |
| Diluted | $ | 1.34 | $ | 0.91 | $ | 2.79 | $ | 2.34 |
| Average common shares outstanding | ||||||||
| Basic | 31,848,140 | 31,984,674 | 31,797,071 | 32,021,036 | ||||
| Diluted | 32,043,910 | 32,120,726 | 31,959,315 | 32,154,442 |
Exhibit 99.1
| Moog Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION TO ADJUSTED NET EARNINGS BEFORE TAXES, INCOMES TAXES, NET EARNINGS AND DILUTIVE NET EARNINGS PER SHARE (UNAUDITED) | ||||||||||||
| (dollars in thousands) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| April 1,<br>2023 | April 2,<br>2022 | April 1,<br>2023 | April 2,<br>2022 | |||||||||
| As Reported: | ||||||||||||
| Earnings before income taxes | $ | 56,304 | $ | 38,713 | $ | 116,605 | $ | 100,136 | ||||
| Income taxes | 13,291 | 9,626 | 27,576 | 24,784 | ||||||||
| Effective income tax rate | 23.6 | % | 24.9 | % | 23.6 | % | 24.8 | % | ||||
| Net earnings | 43,013 | 29,087 | 89,029 | 75,352 | ||||||||
| Diluted net earnings per share | $ | 1.34 | $ | 0.91 | $ | 2.79 | $ | 2.34 | ||||
| Loss (Gain) on Sale of Business: | ||||||||||||
| Earnings before income taxes | $ | — | $ | — | $ | — | $ | (16,146) | ||||
| Income taxes | — | — | — | (4,273) | ||||||||
| Net earnings | — | — | — | (11,873) | ||||||||
| Diluted net earnings per share | $ | — | $ | — | $ | — | $ | (0.37) | ||||
| Loss (Gain) on Sale of Buildings: | ||||||||||||
| Earnings before income taxes | $ | (527) | $ | — | $ | (10,030) | $ | — | ||||
| Income taxes | (100) | — | (2,086) | — | ||||||||
| Net earnings | (427) | — | (7,944) | — | ||||||||
| Diluted net earnings per share | $ | (0.01) | $ | — | $ | (0.25) | $ | — | ||||
| Other Charges: | ||||||||||||
| Earnings before income taxes | $ | 3,830 | $ | 24,734 | $ | 5,363 | $ | 26,234 | ||||
| Income taxes | 926 | 5,883 | 1,200 | 6,237 | ||||||||
| Net earnings | 2,904 | 18,851 | 4,163 | 19,997 | ||||||||
| Diluted net earnings per share | $ | 0.09 | $ | 0.59 | $ | 0.13 | $ | 0.62 | ||||
| As Adjusted: | ||||||||||||
| Earnings before income taxes | $ | 59,607 | $ | 63,447 | $ | 111,938 | $ | 110,224 | ||||
| Income taxes | 14,117 | 15,509 | 26,690 | 26,748 | ||||||||
| Effective income tax rate | 23.7 | % | 24.4 | % | 23.8 | % | 24.3 | % | ||||
| Net earnings | 45,490 | 47,938 | 85,248 | 83,476 | ||||||||
| Diluted net earnings per share | $ | 1.42 | $ | 1.49 | $ | 2.67 | $ | 2.60 | ||||
| The diluted net earnings per share associated with the adjustments in the table above may not reconcile when totaled due to rounding. |
Results shown above have been adjusted to exclude impacts associated with the sale of the NavAids business in Aircraft Controls, sale of buildings formerly used in Industrial Systems, as well as, restructuring, inventory write-downs and other charges related to the impact of continued portfolio shaping activities and the Ukraine crisis. While management believes that these adjusted financial measures may be useful in evaluating the financial condition and results of operations of the Company, this information should be considered supplemental and is not a substitute for financial information prepared in accordance with GAAP.
Exhibit 99.1
| Moog Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED SALES AND OPERATING PROFIT (UNAUDITED) | ||||||||||||
| (dollars in thousands) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| April 1,<br>2023 | April 2,<br>2022 | April 1,<br>2023 | April 2,<br>2022 | |||||||||
| Net sales: | ||||||||||||
| Aircraft Controls | $ | 347,004 | $ | 311,268 | $ | 657,263 | $ | 614,585 | ||||
| Space and Defense Controls | 245,853 | 223,349 | 463,638 | 431,205 | ||||||||
| Industrial Systems | 243,935 | 236,170 | 475,994 | 449,083 | ||||||||
| Net sales | $ | 836,792 | $ | 770,787 | $ | 1,596,895 | $ | 1,494,873 | ||||
| Operating profit: | ||||||||||||
| Aircraft Controls | $ | 31,862 | $ | 12,441 | $ | 61,580 | $ | 54,356 | ||||
| 9.2 | % | 4.0 | % | 9.4 | % | 8.8 | % | |||||
| Space and Defense Controls | 27,507 | 24,075 | 47,801 | 45,374 | ||||||||
| 11.2 | % | 10.8 | % | 10.3 | % | 10.5 | % | |||||
| Industrial Systems | 24,397 | 20,723 | 61,148 | 37,914 | ||||||||
| 10.0 | % | 8.8 | % | 12.8 | % | 8.4 | % | |||||
| Total operating profit | 83,766 | 57,239 | 170,529 | 137,644 | ||||||||
| 10.0 | % | 7.4 | % | 10.7 | % | 9.2 | % | |||||
| Deductions from operating profit: | ||||||||||||
| Interest expense | 14,963 | 8,263 | 28,095 | 16,245 | ||||||||
| Equity-based compensation expense | 2,791 | 1,920 | 5,765 | 4,578 | ||||||||
| Non-service pension expense | 3,115 | 1,472 | 6,214 | 2,957 | ||||||||
| Corporate and other expenses, net | 6,593 | 6,871 | 13,850 | 13,728 | ||||||||
| Earnings before income taxes | $ | 56,304 | $ | 38,713 | $ | 116,605 | $ | 100,136 |
Exhibit 99.1
| Moog Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION TO ADJUSTED OPERATING PROFIT AND MARGINS (UNAUDITED) | ||||||||||||
| (dollars in thousands) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| April 1,<br>2023 | April 2,<br>2022 | April 1,<br>2023 | April 2,<br>2022 | |||||||||
| Aircraft Controls operating profit - as reported | $ | 31,862 | $ | 12,441 | $ | 61,580 | $ | 54,356 | ||||
| Gain on sale of business | — | — | — | (16,146) | ||||||||
| Restructuring and other | 1,000 | 18,826 | 1,000 | 18,826 | ||||||||
| Aircraft Controls operating profit - as adjusted | $ | 32,862 | $ | 31,267 | $ | 62,580 | $ | 57,036 | ||||
| 9.5 | % | 10.0 | % | 9.5 | % | 9.3 | % | |||||
| Space and Defense Controls operating profit - as reported | $ | 27,507 | $ | 24,075 | $ | 47,801 | $ | 45,374 | ||||
| Inventory write-down | — | — | — | 1,500 | ||||||||
| Restructuring and other | 1,324 | 1,837 | 1,500 | 1,837 | ||||||||
| Space and Defense Controls operating profit - as adjusted | $ | 28,831 | $ | 25,912 | $ | 49,301 | $ | 48,711 | ||||
| 11.7 | % | 11.6 | % | 10.6 | % | 11.3 | % | |||||
| Industrial Systems operating profit - as reported | $ | 24,397 | $ | 20,723 | $ | 61,148 | $ | 37,914 | ||||
| Inventory write-down | — | 1,705 | — | 1,705 | ||||||||
| Gain on sale of buildings | (527) | — | (10,030) | — | ||||||||
| Restructuring and other | 1,506 | 2,366 | 2,863 | 2,366 | ||||||||
| Industrial Systems operating profit - as adjusted | $ | 25,376 | $ | 24,794 | $ | 53,981 | $ | 41,985 | ||||
| 10.4 | % | 10.5 | % | 11.3 | % | 9.3 | % | |||||
| Total operating profit - as adjusted | $ | 87,069 | $ | 81,973 | $ | 165,862 | $ | 147,732 | ||||
| 10.4 | % | 10.6 | % | 10.4 | % | 9.9 | % |
Exhibit 99.1
| Moog Inc. | ||||
|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||||
| (dollars in thousands) | ||||
| April 1,<br>2023 | October 1,<br>2022 | |||
| --- | --- | --- | --- | --- |
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 107,012 | $ | 103,895 |
| Restricted cash | 2,642 | 15,338 | ||
| Receivables, net | 1,079,980 | 990,262 | ||
| Inventories, net | 679,045 | 588,466 | ||
| Prepaid expenses and other current assets | 64,501 | 60,349 | ||
| Total current assets | 1,933,180 | 1,758,310 | ||
| Property, plant and equipment, net | 737,599 | 668,908 | ||
| Operating lease right-of-use assets | 62,569 | 69,072 | ||
| Goodwill | 826,498 | 805,320 | ||
| Intangible assets, net | 82,421 | 85,410 | ||
| Deferred income taxes | 9,327 | 8,630 | ||
| Other assets | 48,015 | 36,191 | ||
| Total assets | $ | 3,699,609 | $ | 3,431,841 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities | ||||
| Current installments of long-term debt | $ | 728 | $ | 916 |
| Accounts payable | 238,603 | 232,104 | ||
| Accrued compensation | 73,999 | 93,141 | ||
| Contract advances | 317,253 | 296,899 | ||
| Accrued liabilities and other | 212,267 | 215,376 | ||
| Total current liabilities | 842,850 | 838,436 | ||
| Long-term debt, excluding current installments | 958,414 | 836,872 | ||
| Long-term pension and retirement obligations | 148,693 | 140,602 | ||
| Deferred income taxes | 58,080 | 63,527 | ||
| Other long-term liabilities | 111,795 | 115,591 | ||
| Total liabilities | 2,119,832 | 1,995,028 | ||
| Shareholders’ equity | ||||
| Common stock - Class A | 43,807 | 43,807 | ||
| Common stock - Class B | 7,473 | 7,473 | ||
| Additional paid-in capital | 576,506 | 516,123 | ||
| Retained earnings | 2,432,225 | 2,360,055 | ||
| Treasury shares | (1,056,187) | (1,047,012) | ||
| Stock Employee Compensation Trust | (99,880) | (73,602) | ||
| Supplemental Retirement Plan Trust | (81,634) | (58,989) | ||
| Accumulated other comprehensive loss | (242,533) | (311,042) | ||
| Total shareholders’ equity | 1,579,777 | 1,436,813 | ||
| Total liabilities and shareholders’ equity | $ | 3,699,609 | $ | 3,431,841 |
Exhibit 99.1
| Moog Inc. | ||||
|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||
| (dollars in thousands) | ||||
| Six Months Ended | ||||
| --- | --- | --- | --- | --- |
| April 1,<br>2023 | April 2,<br>2022 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net earnings | $ | 89,029 | $ | 75,352 |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||
| Depreciation | 36,810 | 38,316 | ||
| Amortization | 5,862 | 6,735 | ||
| Deferred income taxes | (9,970) | 4,834 | ||
| Equity-based compensation expense | 5,765 | 4,578 | ||
| Gain on sale of business | — | (16,146) | ||
| Gain on sale of buildings | (10,030) | — | ||
| Asset impairment and inventory write-down | 1,219 | 18,441 | ||
| Other | 3,292 | 2,692 | ||
| Changes in assets and liabilities providing (using) cash: | ||||
| Receivables | (76,676) | (4,223) | ||
| Inventories | (72,346) | 6,951 | ||
| Accounts payable | 1,971 | 24,388 | ||
| Contract advances | 17,067 | 60,392 | ||
| Accrued expenses | (33,030) | (28,324) | ||
| Accrued income taxes | 11,965 | 8,217 | ||
| Net pension and post retirement liabilities | 7,119 | 8,927 | ||
| Other assets and liabilities | (11,063) | (30,933) | ||
| Net cash provided (used) by operating activities | (33,016) | 180,197 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Acquisitions of businesses, net of cash acquired | — | (11,837) | ||
| Purchase of property, plant and equipment | (89,743) | (74,087) | ||
| Net proceeds from businesses sold | 959 | 38,611 | ||
| Net proceeds from buildings sold | 18,825 | — | ||
| Other investing transactions | (4,241) | (835) | ||
| Net cash used by investing activities | (74,200) | (48,148) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from revolving lines of credit | 503,232 | 463,950 | ||
| Payments on revolving lines of credit | (381,300) | (455,476) | ||
| Payments on long-term debt | (188) | (80,181) | ||
| Payments on finance lease obligations | (1,899) | (1,085) | ||
| Payment of dividends | (16,859) | (16,351) | ||
| Proceeds from sale of treasury stock | 9,148 | 8,701 | ||
| Purchase of outstanding shares for treasury | (20,457) | (26,481) | ||
| Proceeds from sale of stock held by SECT | 9,795 | 7,574 | ||
| Purchase of stock held by SECT | (7,221) | (10,396) | ||
| Other financing transactions | (2,024) | — | ||
| Net cash provided (used) by financing activities | 92,227 | (109,745) | ||
| Effect of exchange rate changes on cash | 5,410 | (1,087) | ||
| Increase (decrease) in cash, cash equivalents and restricted cash | (9,579) | 21,217 | ||
| Cash, cash equivalents and restricted cash at beginning of period | 119,233 | 100,914 | ||
| Cash, cash equivalents and restricted cash at end of period | $ | 109,654 | $ | 122,131 |
Exhibit 99.1
| Moog Inc. | ||||||||
|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES TO FREE CASH FLOW AND ADJUSTED FREE CASH FLOW (UNAUDITED) | ||||||||
| (dollars in thousands) | ||||||||
| Three Months Ended | Six Months Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| April 1,<br>2023 | April 2,<br>2022 | April 1,<br>2023 | April 2,<br>2022 | |||||
| Net cash provided (used) by operating activities | $ | (41,099) | $ | 23,012 | $ | (33,016) | $ | 180,197 |
| Purchase of property, plant and equipment | (59,618) | (37,028) | (89,743) | (74,087) | ||||
| Free cash flow | (100,717) | (14,016) | (122,759) | 106,110 | ||||
| Securitization | — | (10,400) | — | (100,000) | ||||
| Adjusted free cash flow | $ | (100,717) | $ | (24,416) | $ | (122,759) | $ | 6,110 |
| Amounts may not reconcile when totaled due to rounding. |
Free cash flow is defined as net cash provided (used) by operating activities less capital expenditures. Adjusted free cash flow is defined as free cash flow adjusted for securitization activity. The securitization under GAAP reduced 2022 receivables and net debt and increased cash flow from operations. Free cash flow and adjusted free cash flow are not measures determined in accordance with GAAP and may not be comparable with the measures as used by other companies, however management believes these adjusted financial measures may be useful in evaluating the financial condition and results of operations of the Company. This information should be considered supplemental and is not a substitute for financial information prepared in accordance with GAAP.
Document
Exhibit 99.2
Moog Inc. ▪ East Aurora, New York ▪ 14052 ▪ 716-652-2000
Press Information
| Release Date: | April 28, 2023 |
|---|---|
| IMMEDIATE |
Moog Inc. Announces Cash Dividend
East Aurora, NY – The Board of Directors of Moog Inc. (NYSE: MOG.A and MOG.B), a worldwide designer, manufacturer and systems integrator of high-performance precision motion and fluid controls and controls systems,
declared a quarterly dividend of $0.27 per share on the Company’s issued and outstanding shares of Class A common stock and Class B common stock. The dividend will be paid on May 30, 2023 to all shareholders of record as of the close of business on May 12, 2023.
The dividend represents a use of cash of approximately $9 million. Future declarations of quarterly dividends are subject to the determination and discretion of Moog’s Board of Directors.
About Moog Inc.
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.
Contact:
Investor Relations - 716.687.4225
Document
Exhibit 99.3
Moog Inc. ▪ East Aurora, New York ▪ 14052 ▪ 716-652-2000
Press Information
| Release Date: | April 28, 2023 |
|---|---|
| IMMEDIATE |
Moog Inc. Announces Investor Day on June 6, 2023
Moog Inc. (NYSE:MOG.A and MOG.B) announced today that the company will host an Investor Day for analysts and institutional investors at the Harvard Club in New York City on Tuesday, June 6, 2023, with management presentations scheduled to begin at 9:30 a.m. ET.
Moog Chief Executive Officer Pat Roche and members of the executive leadership team will discuss the company’s future business direction and financial targets. The event will include an opportunity for Q&A following management presentations.
Due to limited capacity, in-person attendance is limited to analysts and institutional investors. To request an invitation, or to request information on virtual participation options, please contact Investor Relations at mooginvestorday@moog.com.
A live audio webcast and a full copy of the presentation materials will be available on the investor section of Moog’s website prior to the start of the meeting on June 6, 2023. A replay of the webcast will also be made available and archived shortly after the event. For access, visit https://www.moog.com/investors/communications.html.
Event Contact:
Investor Relations 716.687.4225
mooginvestorday@moog.com