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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Moog Inc | NYSE:MOG.B | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 160.80 | 162.96 | 162.96 | 162.96 | 203 | 22:00:00 |
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New York
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16-0757636
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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400 Jamison Rd
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East Aurora,
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New York
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14052-0018
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock
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MOG.A
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New York Stock Exchange
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Class B common stock
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MOG.B
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Three Months Ended
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||||||
(dollars in thousands, except share and per share data)
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December 28,
2019 |
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December 29, 2018 (1)
|
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Net sales
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$
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754,843
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$
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679,676
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Cost of sales
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543,586
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480,174
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Gross profit
|
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211,257
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199,502
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Research and development
|
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28,208
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31,876
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Selling, general and administrative
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98,367
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96,326
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Interest
|
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10,232
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9,682
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Other
|
|
7,546
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|
5,135
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Earnings before income taxes
|
|
66,904
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56,483
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Income taxes
|
|
16,877
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13,714
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|
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Net earnings
|
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$
|
50,027
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$
|
42,769
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Net earnings per share
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|
||||
Basic
|
|
$
|
1.45
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$
|
1.23
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Diluted
|
|
$
|
1.44
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$
|
1.22
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Dividends declared per share
|
|
$
|
0.25
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$
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0.25
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Average common shares outstanding
|
|
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|
||||
Basic
|
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34,510,851
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34,815,255
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Diluted
|
|
34,787,404
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35,125,829
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See accompanying Notes to Consolidated Condensed Financial Statements.
(1) As adjusted, see Note 1 - Basis of Presentation.
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Three Months Ended
|
||||||
(dollars in thousands)
|
|
December 28,
2019 |
|
December 29, 2018 (1)
|
||||
Net earnings
|
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$
|
50,027
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|
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$
|
42,769
|
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Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
21,533
|
|
|
(9,387
|
)
|
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Retirement liability adjustment
|
|
4,363
|
|
|
6,119
|
|
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Change in accumulated income (loss) on derivatives
|
|
1,402
|
|
|
664
|
|
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Other comprehensive income (loss), net of tax
|
|
27,298
|
|
|
(2,604
|
)
|
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Comprehensive income (loss)
|
|
$
|
77,325
|
|
|
$
|
40,165
|
|
See accompanying Notes to Consolidated Condensed Financial Statements.
(1) As adjusted, see Note 1 - Basis of Presentation.
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(dollars in thousands)
|
|
December 28,
2019 |
|
September 28, 2019 (1)
|
||||
ASSETS
|
|
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|
|
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Current assets
|
|
|
|
|
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Cash and cash equivalents
|
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$
|
124,226
|
|
|
$
|
89,702
|
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Restricted cash
|
|
3,065
|
|
|
2,846
|
|
||
Receivables
|
|
989,214
|
|
|
957,287
|
|
||
Inventories, net
|
|
559,232
|
|
|
534,974
|
|
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Prepaid expenses and other current assets
|
|
43,588
|
|
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44,164
|
|
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Total current assets
|
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1,719,325
|
|
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1,628,973
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Property, plant and equipment, net
|
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613,487
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586,767
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|
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Operating lease right-of-use assets
|
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62,669
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—
|
|
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Goodwill
|
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812,602
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784,240
|
|
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Intangible assets, net
|
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103,783
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79,646
|
|
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Deferred income taxes
|
|
20,069
|
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19,992
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|
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Other assets
|
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16,143
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|
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14,619
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Total assets
|
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$
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3,348,078
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$
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3,114,237
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
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|
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Current liabilities
|
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|
||||
Current installments of long-term debt
|
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$
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—
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$
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249
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Accounts payable
|
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231,692
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257,677
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|
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Accrued compensation
|
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113,230
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143,765
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|
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Contract advances
|
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177,107
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|
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137,242
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Accrued liabilities and other
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211,290
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188,725
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Total current liabilities
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733,319
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727,658
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|
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Long-term debt, excluding current installments
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977,573
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832,984
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Long-term pension and retirement obligations
|
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163,286
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160,034
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|
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Deferred income taxes
|
|
54,238
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40,528
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|
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Other long-term liabilities
|
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82,971
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30,552
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Total liabilities
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2,011,387
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1,791,756
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Shareholders’ equity
|
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|
||||
Common stock - Class A
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43,796
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43,795
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Common stock - Class B
|
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7,484
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7,485
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Additional paid-in capital
|
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518,822
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510,546
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Retained earnings
|
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2,170,105
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|
2,128,739
|
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Treasury shares
|
|
(828,453
|
)
|
|
(769,569
|
)
|
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Stock Employee Compensation Trust
|
|
(115,503
|
)
|
|
(111,492
|
)
|
||
Supplemental Retirement Plan Trust
|
|
(71,381
|
)
|
|
(71,546
|
)
|
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Accumulated other comprehensive loss
|
|
(388,179
|
)
|
|
(415,477
|
)
|
||
Total shareholders’ equity
|
|
1,336,691
|
|
|
1,322,481
|
|
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Total liabilities and shareholders’ equity
|
|
$
|
3,348,078
|
|
|
$
|
3,114,237
|
|
See accompanying Notes to Consolidated Condensed Financial Statements.
(1) As adjusted, see Note 1 - Basis of Presentation.
|
|
|
|
|
|
|
Three Months Ended
|
||||||
(dollars in thousands)
|
|
December 28, 2019 (1)
|
|
December 29, 2018 (1)
|
||||
COMMON STOCK
|
|
|
|
|
||||
Beginning and end of period
|
|
$
|
51,280
|
|
|
$
|
51,280
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
|
||||
Beginning of period
|
|
510,546
|
|
|
502,257
|
|
||
Issuance of treasury shares
|
|
4,489
|
|
|
(2,201
|
)
|
||
Equity-based compensation expense
|
|
2,381
|
|
|
2,008
|
|
||
Adjustment to market - SECT, SERP and other
|
|
1,406
|
|
|
(14,780
|
)
|
||
End of period
|
|
518,822
|
|
|
487,284
|
|
||
RETAINED EARNINGS
|
|
|
|
|
||||
Beginning of period
|
|
2,128,739
|
|
|
1,974,125
|
|
||
Net earnings
|
|
50,027
|
|
|
42,769
|
|
||
Dividends
|
|
(8,661
|
)
|
|
(8,703
|
)
|
||
Adoption of ASC 606
|
|
—
|
|
|
14,923
|
|
||
End of period
|
|
2,170,105
|
|
|
2,023,114
|
|
||
TREASURY SHARES AT COST
|
|
|
|
|
||||
Beginning of period
|
|
(769,569
|
)
|
|
(738,494
|
)
|
||
Class A and B shares issued related to compensation
|
|
527
|
|
|
5,796
|
|
||
Class A and B shares purchased
|
|
(59,411
|
)
|
|
(10,541
|
)
|
||
End of period
|
|
(828,453
|
)
|
|
(743,239
|
)
|
||
STOCK EMPLOYEE COMPENSATION TRUST (SECT)
|
|
|
|
|
||||
Beginning of period
|
|
(111,492
|
)
|
|
(118,449
|
)
|
||
Issuance of shares
|
|
—
|
|
|
8,761
|
|
||
Purchase of shares
|
|
(2,440
|
)
|
|
(1,930
|
)
|
||
Adjustment to market
|
|
(1,571
|
)
|
|
9,436
|
|
||
End of period
|
|
(115,503
|
)
|
|
(102,182
|
)
|
||
SUPPLEMENTAL RETIREMENT PLAN (SERP) TRUST
|
|
|
|
|
||||
Beginning of period
|
|
(71,546
|
)
|
|
(72,941
|
)
|
||
Adjustment to market
|
|
165
|
|
|
5,344
|
|
||
End of period
|
|
(71,381
|
)
|
|
(67,597
|
)
|
||
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
|
|
|
||||
Beginning of period
|
|
(415,477
|
)
|
|
(372,792
|
)
|
||
Other comprehensive income (loss)
|
|
27,298
|
|
|
(2,604
|
)
|
||
End of period
|
|
(388,179
|
)
|
|
(375,396
|
)
|
||
TOTAL SHAREHOLDERS’ EQUITY
|
|
$
|
1,336,691
|
|
|
$
|
1,273,264
|
|
See accompanying Notes to Consolidated Condensed Financial Statements.
(1) As adjusted, see Note 1 - Basis of Presentation. |
|
|
|
|
|
|
Three Months Ended
|
||||
(share data)
|
|
December 28, 2019
|
|
December 29, 2018
|
||
COMMON STOCK - CLASS A
|
|
|
|
|
||
Beginning of period
|
|
43,794,935
|
|
|
43,784,489
|
|
Conversion of Class B to Class A
|
|
1,400
|
|
|
946
|
|
End of period
|
|
43,796,335
|
|
|
43,785,435
|
|
COMMON STOCK - CLASS B
|
|
|
|
|
||
Beginning of period
|
|
7,484,778
|
|
|
7,495,224
|
|
Conversion of Class B to Class A
|
|
(1,400
|
)
|
|
(946
|
)
|
End of period
|
|
7,483,378
|
|
|
7,494,278
|
|
TREASURY SHARES - CLASS A COMMON STOCK
|
|
|
|
|
||
Beginning of period
|
|
(11,101,512
|
)
|
|
(10,872,575
|
)
|
Class A shares issued related to compensation
|
|
3,078
|
|
|
23,741
|
|
Class A shares purchased
|
|
(669,106
|
)
|
|
(48,573
|
)
|
End of period
|
|
(11,767,540
|
)
|
|
(10,897,407
|
)
|
TREASURY SHARES - CLASS B COMMON STOCK
|
|
|
|
|
||
Beginning of period
|
|
(3,345,489
|
)
|
|
(3,323,996
|
)
|
Class B shares issued related to compensation
|
|
94,567
|
|
|
58,793
|
|
Class B shares purchased
|
|
(9,680
|
)
|
|
(83,296
|
)
|
End of period
|
|
(3,260,602
|
)
|
|
(3,348,499
|
)
|
SECT - CLASS A COMMON STOCK
|
|
|
|
|
||
Beginning and end of period
|
|
(425,148
|
)
|
|
(425,148
|
)
|
SECT - CLASS B COMMON STOCK
|
|
|
|
|
||
Beginning of period
|
|
(886,300
|
)
|
|
(983,772
|
)
|
Issuance of shares
|
|
—
|
|
|
107,577
|
|
Purchase of shares
|
|
(28,596
|
)
|
|
(23,669
|
)
|
End of period
|
|
(914,896
|
)
|
|
(899,864
|
)
|
SERP - CLASS B COMMON STOCK
|
|
|
|
|
||
Beginning and end of period
|
|
(826,170
|
)
|
|
(876,170
|
)
|
See accompanying Notes to Consolidated Condensed Financial Statements.
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
||||||
(dollars in thousands)
|
|
December 28,
2019 |
|
December 29, 2018 (1)
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net earnings
|
|
$
|
50,027
|
|
|
$
|
42,769
|
|
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
18,386
|
|
|
17,848
|
|
||
Amortization
|
|
3,281
|
|
|
3,746
|
|
||
Deferred income taxes
|
|
3,205
|
|
|
92
|
|
||
Equity-based compensation expense
|
|
2,381
|
|
|
2,008
|
|
||
Other
|
|
(1,017
|
)
|
|
1,020
|
|
||
Changes in assets and liabilities providing (using) cash:
|
|
|
|
|
||||
Receivables
|
|
(18,879
|
)
|
|
12,810
|
|
||
Inventories
|
|
(13,782
|
)
|
|
(24,399
|
)
|
||
Accounts payable
|
|
(29,153
|
)
|
|
(13,199
|
)
|
||
Contract advances
|
|
40,215
|
|
|
31,531
|
|
||
Accrued expenses
|
|
(26,998
|
)
|
|
(18,473
|
)
|
||
Accrued income taxes
|
|
4,709
|
|
|
511
|
|
||
Net pension and post retirement liabilities
|
|
8,327
|
|
|
8,368
|
|
||
Other assets and liabilities
|
|
1,404
|
|
|
(394
|
)
|
||
Net cash provided by operating activities
|
|
42,106
|
|
|
64,238
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Acquisitions of businesses, net of cash acquired
|
|
(53,906
|
)
|
|
—
|
|
||
Purchase of property, plant and equipment
|
|
(27,310
|
)
|
|
(24,375
|
)
|
||
Other investing transactions
|
|
(3,684
|
)
|
|
2,785
|
|
||
Net cash used by investing activities
|
|
(84,900
|
)
|
|
(21,590
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Net short-term repayments
|
|
—
|
|
|
(1,490
|
)
|
||
Proceeds from revolving lines of credit
|
|
272,000
|
|
|
131,100
|
|
||
Payments on revolving lines of credit
|
|
(617,500
|
)
|
|
(175,200
|
)
|
||
Payments on long-term debt
|
|
—
|
|
|
(85
|
)
|
||
Proceeds from senior notes, net of issuance costs
|
|
492,750
|
|
|
—
|
|
||
Payments on finance lease obligations
|
|
(88
|
)
|
|
—
|
|
||
Payment of dividends
|
|
(8,661
|
)
|
|
(8,703
|
)
|
||
Purchase of outstanding shares for treasury
|
|
(57,776
|
)
|
|
(9,450
|
)
|
||
Proceeds from sale of stock held by SECT
|
|
—
|
|
|
6,636
|
|
||
Purchase of stock held by SECT
|
|
(2,440
|
)
|
|
(1,930
|
)
|
||
Other financing transactions
|
|
(1,895
|
)
|
|
—
|
|
||
Net cash provided (used) by financing activities
|
|
76,390
|
|
|
(59,122
|
)
|
||
Effect of exchange rate changes on cash
|
|
1,147
|
|
|
(473
|
)
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
|
34,743
|
|
|
(16,947
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
92,548
|
|
|
127,706
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
127,291
|
|
|
$
|
110,759
|
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
||||
Treasury shares issued as compensation
|
|
$
|
5,016
|
|
|
$
|
5,720
|
|
Equipment acquired through lease financing
|
|
568
|
|
|
—
|
|
||
See accompanying Notes to Consolidated Condensed Financial Statements.
(1) As adjusted, see Note 1 - Basis of Presentation.
|
Standard
|
|
Description
|
|
Financial Statement Effect or Other Significant Matters
|
ASU no. 2016-02
Leases
(and all related ASUs)
|
|
The standard requires most lease arrangements to be recognized in the balance sheet as lease assets and lease liabilities. The standard also requires additional disclosures about the leasing arrangements. The provisions of the standard are effective for fiscal years beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted.
|
|
We adopted this standard using the modified retrospective method, without adjusting prior comparative periods. We recorded an initial right-of-use (ROU) assets of $68,126 and lease liabilities of $71,776, which included reclassifying deferred rent as a component of the ROU asset on the Consolidated Condensed Balance Sheets. There were no material changes to our Consolidated Condensed Statements of Earnings or Consolidated Condensed Statements of Cash Flows. We have completed the necessary changes to our financial statements and related disclosures, internal controls, financial policies and information systems. See Note 7 - Leases, for additional disclosure.
|
Date adopted:
Q1 2020 |
Standard
|
|
Description
|
|
Financial Statement Effect or Other Significant Matters
|
ASU no. 2018-15
Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
|
The standard amends ASC 350 to include in its scope implementation costs of a Cloud Computing Arrangement (CCA) that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. The ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.
|
|
We are currently evaluating the effect on our financial statements and related disclosures.
|
Planned date of adoption:
Q1 2021 |
||||
ASU no. 2016-13 Measurement of Credit Losses on Financial Instruments
|
|
The standard replaces the incurred loss model with the current expected credit loss (CECL) model to estimate credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures. The CECL model requires a Company to estimate credit losses expected over the life of the financial assets based on historical experience, current conditions and reasonable and supportable forecasts. The provisions of the standard are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The amendment requires a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.
|
|
We are currently evaluating the effect on our financial statements and related disclosures.
|
Planned date of adoption:
Q1 2021 |
|
|
Three Months Ended
|
||||||||||
|
|
As Reported (With Change), December 28, 2019
|
|
Impact of Change
|
|
Without Change, December 28, 2019
|
||||||
Other
|
|
$
|
7,546
|
|
|
$
|
2,876
|
|
|
$
|
10,422
|
|
Earnings before income taxes
|
|
66,904
|
|
|
(2,876
|
)
|
|
64,028
|
|
|||
Income taxes
|
|
16,877
|
|
|
(679
|
)
|
|
16,198
|
|
|||
Net earnings
|
|
$
|
50,027
|
|
|
$
|
(2,197
|
)
|
|
$
|
47,830
|
|
|
|
|
|
|
|
|
||||||
Net earnings per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.45
|
|
|
$
|
(0.06
|
)
|
|
$
|
1.39
|
|
Diluted
|
|
$
|
1.44
|
|
|
$
|
(0.07
|
)
|
|
$
|
1.37
|
|
|
|
|
|
|
|
|
||||||
Retirement liability adjustment
|
|
$
|
4,363
|
|
|
$
|
2,197
|
|
|
$
|
6,560
|
|
Other comprehensive income (loss), net of tax
|
|
$
|
27,298
|
|
|
$
|
2,197
|
|
|
$
|
29,495
|
|
Comprehensive income (loss)
|
|
$
|
77,325
|
|
|
$
|
—
|
|
|
$
|
77,325
|
|
|
|
As Reported (With Change), December 28, 2019
|
|
Impact of Change
|
|
Without Change, December 28, 2019
|
||||||
Shareholders’ equity
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
$
|
2,170,105
|
|
|
$
|
2,392
|
|
|
$
|
2,172,497
|
|
Accumulated other comprehensive loss
|
|
(388,179
|
)
|
|
(2,392
|
)
|
|
(390,571
|
)
|
|||
Total shareholders’ equity
|
|
$
|
1,336,691
|
|
|
$
|
—
|
|
|
$
|
1,336,691
|
|
|
|
Three Months Ended
|
||||||||||
|
|
As Previously Reported, December 29, 2018
|
|
Impact of Change
|
|
As Reported, December 29, 2018
|
||||||
Other
|
|
$
|
3,434
|
|
|
$
|
1,701
|
|
|
$
|
5,135
|
|
Earnings before income taxes
|
|
58,184
|
|
|
(1,701
|
)
|
|
56,483
|
|
|||
Income taxes
|
|
14,115
|
|
|
(401
|
)
|
|
13,714
|
|
|||
Net earnings
|
|
$
|
44,069
|
|
|
$
|
(1,300
|
)
|
|
$
|
42,769
|
|
|
|
|
|
|
|
|
||||||
Net earnings per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.27
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.23
|
|
Diluted
|
|
$
|
1.25
|
|
|
$
|
(0.03
|
)
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
||||||
Retirement liability adjustment
|
|
$
|
4,819
|
|
|
$
|
1,300
|
|
|
$
|
6,119
|
|
Other comprehensive income (loss), net of tax
|
|
$
|
(3,904
|
)
|
|
$
|
1,300
|
|
|
$
|
(2,604
|
)
|
Comprehensive income (loss)
|
|
$
|
40,165
|
|
|
$
|
—
|
|
|
$
|
40,165
|
|
|
|
As Previously Reported, December 29, 2018
|
|
Impact of Change
|
|
As Reported, December 29, 2018
|
||||||
Shareholders’ equity
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
$
|
2,023,803
|
|
|
$
|
(689
|
)
|
|
$
|
2,023,114
|
|
Accumulated other comprehensive loss
|
|
(376,085
|
)
|
|
689
|
|
|
(375,396
|
)
|
|||
Total shareholders’ equity
|
|
$
|
1,273,264
|
|
|
$
|
—
|
|
|
$
|
1,273,264
|
|
|
|
As Previously Reported, September 28, 2019
|
|
Impact of Change
|
|
As Reported, September 28, 2019
|
||||||
Shareholders’ equity
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
$
|
2,133,328
|
|
|
$
|
(4,589
|
)
|
|
$
|
2,128,739
|
|
Accumulated other comprehensive loss
|
|
(420,066
|
)
|
|
4,589
|
|
|
(415,477
|
)
|
|||
Total shareholders’ equity
|
|
$
|
1,322,481
|
|
|
$
|
—
|
|
|
$
|
1,322,481
|
|
|
|
As Previously Reported, September 29, 2018
|
|
Impact of Change
|
|
As Reported, September 29, 2018
|
||||||
Shareholders’ equity
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
$
|
1,973,514
|
|
|
$
|
611
|
|
|
$
|
1,974,125
|
|
Accumulated other comprehensive loss
|
|
(372,181
|
)
|
|
(611
|
)
|
|
(372,792
|
)
|
|||
Total shareholders’ equity
|
|
$
|
1,224,986
|
|
|
$
|
—
|
|
|
$
|
1,224,986
|
|
|
|
December 28,
2019 |
|
September 28, 2019
|
||||
Unbilled receivables
|
|
$
|
497,356
|
|
|
$
|
468,824
|
|
Contract advances
|
|
177,107
|
|
|
137,242
|
|
||
Net contract assets
|
|
$
|
320,249
|
|
|
$
|
331,582
|
|
|
|
December 28,
2019 |
|
September 28,
2019 |
||||
Accounts receivable
|
|
$
|
243,988
|
|
|
$
|
255,079
|
|
Over-time contract receivables:
|
|
|
|
|
||||
Billed receivables
|
|
241,740
|
|
|
222,075
|
|
||
Unbilled receivables
|
|
497,356
|
|
|
468,824
|
|
||
Total over-time contract receivables
|
|
739,096
|
|
|
690,899
|
|
||
Other
|
|
11,041
|
|
|
16,711
|
|
||
Less allowance for doubtful accounts
|
|
(4,911
|
)
|
|
(5,402
|
)
|
||
Receivables
|
|
$
|
989,214
|
|
|
$
|
957,287
|
|
|
|
December 28,
2019 |
|
September 28,
2019 |
||||
Raw materials and purchased parts
|
|
$
|
189,051
|
|
|
$
|
189,875
|
|
Work in progress
|
|
288,633
|
|
|
276,538
|
|
||
Finished goods
|
|
81,548
|
|
|
68,561
|
|
||
Inventories
|
|
$
|
559,232
|
|
|
$
|
534,974
|
|
|
|
December 28,
2019 |
|
September 28,
2019 |
||||
Land
|
|
$
|
36,584
|
|
|
$
|
33,111
|
|
Buildings and improvements
|
|
483,370
|
|
|
469,867
|
|
||
Machinery and equipment
|
|
803,236
|
|
|
775,378
|
|
||
Computer equipment and software
|
|
139,495
|
|
|
137,221
|
|
||
Property, plant and equipment, at cost
|
|
1,462,685
|
|
|
1,415,577
|
|
||
Less accumulated depreciation and amortization
|
|
(849,198
|
)
|
|
(828,810
|
)
|
||
Property, plant and equipment, net
|
|
$
|
613,487
|
|
|
$
|
586,767
|
|
|
Three Months Ended December 28, 2019
|
|||
Operating lease cost
|
$
|
6,160
|
|
|
|
|
|||
Finance lease cost:
|
|
|||
Amortization of right-of-use assets
|
$
|
76
|
|
|
Interest on lease liabilities
|
48
|
|
||
Total finance lease cost
|
$
|
124
|
|
|
Three Months Ended December 28, 2019
|
|||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|||
Operating cash flow for operating leases
|
$
|
6,027
|
|
|
Operating cash flow for finance leases
|
48
|
|
||
Financing cash flow for finance leases
|
88
|
|
||
Assets obtained in exchange for lease obligations:
|
|
|||
Operating leases
|
568
|
|
||
Finance leases
|
—
|
|
|
December 28, 2019
|
||
Operating Leases
|
|
||
Operating lease right-of-use assets
|
$
|
62,669
|
|
|
|
||
Accrued liabilities and other
|
$
|
13,737
|
|
Other long-term liabilities
|
52,581
|
|
|
Total operating lease liabilities
|
$
|
66,318
|
|
|
|
||
Finance Leases
|
|
||
Property, plant, and equipment, at cost
|
$
|
3,818
|
|
Accumulated depreciation
|
(415
|
)
|
|
Property, plant, and equipment, net
|
$
|
3,403
|
|
|
|
||
Accrued liabilities and other
|
$
|
228
|
|
Other long-term liabilities
|
3,198
|
|
|
Total finance lease liabilities
|
$
|
3,426
|
|
|
|
||
Weighted average remaining lease term in years
|
|
||
Operating leases
|
8.2
|
|
|
Finance leases
|
31.2
|
|
|
|
|
||
Weighted average discount rate
|
|
||
Operating leases
|
4.7
|
%
|
|
Finance leases
|
5.8
|
%
|
|
|
December 28, 2019
|
||||||
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
|
$
|
12,485
|
|
|
$
|
308
|
|
2021
|
|
15,147
|
|
|
406
|
|
||
2022
|
|
12,568
|
|
|
319
|
|
||
2023
|
|
8,775
|
|
|
234
|
|
||
2024
|
|
5,549
|
|
|
176
|
|
||
Thereafter
|
|
27,238
|
|
|
6,630
|
|
||
Total lease payments
|
|
81,762
|
|
|
8,073
|
|
||
Less: imputed interest
|
|
(15,444
|
)
|
|
(4,647
|
)
|
||
Total
|
|
$
|
66,318
|
|
|
$
|
3,426
|
|
|
Aircraft
Controls |
Space and
Defense Controls |
Industrial
Systems |
Total
|
||||||||
Balance at September 28, 2019
|
$
|
176,939
|
|
$
|
261,684
|
|
$
|
345,617
|
|
$
|
784,240
|
|
Acquisitions
|
—
|
|
—
|
|
20,828
|
|
20,828
|
|
||||
Divestitures
|
—
|
|
—
|
|
(635
|
)
|
(635
|
)
|
||||
Foreign currency translation
|
3,145
|
|
51
|
|
4,973
|
|
8,169
|
|
||||
Balance at December 28, 2019
|
$
|
180,084
|
|
$
|
261,735
|
|
$
|
370,783
|
|
$
|
812,602
|
|
|
|
|
|
December 28, 2019
|
|
September 28, 2019
|
||||||||||||
|
|
Weighted-
Average Life (years) |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
||||||||
Customer-related
|
|
11
|
|
$
|
132,778
|
|
|
$
|
(99,640
|
)
|
|
$
|
132,697
|
|
|
$
|
(100,091
|
)
|
Technology-related
|
|
9
|
|
78,119
|
|
|
(51,428
|
)
|
|
62,015
|
|
|
(35,680
|
)
|
||||
Program-related
|
|
19
|
|
65,165
|
|
|
(38,621
|
)
|
|
69,220
|
|
|
(52,192
|
)
|
||||
Marketing-related
|
|
9
|
|
37,355
|
|
|
(20,334
|
)
|
|
23,139
|
|
|
(19,899
|
)
|
||||
Other
|
|
10
|
|
4,153
|
|
|
(3,764
|
)
|
|
4,061
|
|
|
(3,624
|
)
|
||||
Intangible assets
|
|
12
|
|
$
|
317,570
|
|
|
$
|
(213,787
|
)
|
|
$
|
291,132
|
|
|
$
|
(211,486
|
)
|
|
Three Months Ended
|
||||||
|
December 28, 2019
|
|
December 29, 2018
|
||||
Acquired intangible asset amortization
|
$
|
3,223
|
|
|
$
|
3,683
|
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
||||||||||
Estimated future amortization of acquired intangible assets
|
$
|
14,300
|
|
$
|
11,800
|
|
$
|
10,200
|
|
$
|
9,300
|
|
$
|
8,800
|
|
|
|
December 28,
2019 |
|
September 28,
2019 |
||||
U.S. revolving credit facility
|
|
$
|
50,387
|
|
|
$
|
395,712
|
|
SECT revolving credit facility
|
|
7,000
|
|
|
7,000
|
|
||
Senior notes 4.25%
|
|
500,000
|
|
|
—
|
|
||
Senior notes 5.25%
|
|
300,000
|
|
|
300,000
|
|
||
Securitization program
|
|
130,000
|
|
|
130,000
|
|
||
Obligations under capital leases
|
|
—
|
|
|
679
|
|
||
Senior debt
|
|
987,387
|
|
|
833,391
|
|
||
Less deferred debt issuance cost
|
|
(9,814
|
)
|
|
(158
|
)
|
||
Less current installments
|
|
—
|
|
|
(249
|
)
|
||
Long-term debt
|
|
$
|
977,573
|
|
|
$
|
832,984
|
|
|
|
December 28, 2019
|
|
September 28, 2019
|
||||
Contract reserves
|
|
$
|
62,221
|
|
|
$
|
60,914
|
|
Employee benefits
|
|
42,540
|
|
|
37,040
|
|
||
Warranty accrual
|
|
29,369
|
|
|
28,061
|
|
||
Accrued income taxes
|
|
29,912
|
|
|
26,532
|
|
||
Other
|
|
47,248
|
|
|
36,178
|
|
||
Other accrued liabilities
|
|
$
|
211,290
|
|
|
$
|
188,725
|
|
|
|
Three Months Ended
|
||||||
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Warranty accrual at beginning of period
|
|
$
|
28,061
|
|
|
$
|
25,537
|
|
Additions from acquisitions
|
|
542
|
|
|
—
|
|
||
Warranties issued during current period
|
|
3,843
|
|
|
3,365
|
|
||
Adjustments to pre-existing warranties
|
|
(181
|
)
|
|
(91
|
)
|
||
Reductions for settling warranties
|
|
(3,172
|
)
|
|
(4,371
|
)
|
||
Foreign currency translation
|
|
276
|
|
|
(183
|
)
|
||
Warranty accrual at end of period
|
|
$
|
29,369
|
|
|
$
|
24,257
|
|
|
|
|
Three Months Ended
|
||||||
Statements of Earnings location
|
|
December 28,
2019 |
|
December 29,
2018 |
|||||
Net gain (loss)
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other
|
|
$
|
1,571
|
|
|
$
|
(1,650
|
)
|
|
|
Balance Sheets location
|
|
December 28,
2019 |
|
September 28,
2019 |
||||
Foreign currency contracts
|
|
Other current assets
|
|
$
|
1,913
|
|
|
$
|
1,153
|
|
Foreign currency contracts
|
|
Other assets
|
|
246
|
|
|
261
|
|
||
Interest rate swaps
|
|
Other current assets
|
|
4
|
|
|
57
|
|
||
|
|
Total assets
|
|
$
|
2,163
|
|
|
$
|
1,471
|
|
Foreign currency contracts
|
|
Accrued liabilities and other
|
|
$
|
318
|
|
|
$
|
1,095
|
|
Foreign currency contracts
|
|
Other long-term liabilities
|
|
—
|
|
|
152
|
|
||
|
|
Total liabilities
|
|
$
|
318
|
|
|
$
|
1,247
|
|
|
|
Three Months Ended
|
||||||
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
U.S. Plans
|
|
|
|
|
||||
Service cost
|
|
$
|
5,759
|
|
|
$
|
5,251
|
|
Interest cost
|
|
7,649
|
|
|
9,231
|
|
||
Expected return on plan assets
|
|
(11,021
|
)
|
|
(11,264
|
)
|
||
Amortization of prior service cost (credit)
|
|
33
|
|
|
46
|
|
||
Amortization of actuarial loss
|
|
6,329
|
|
|
6,660
|
|
||
Pension expense for U.S. defined benefit plans
|
|
$
|
8,749
|
|
|
$
|
9,924
|
|
Non-U.S. Plans
|
|
|
|
|
||||
Service cost
|
|
$
|
1,671
|
|
|
$
|
1,246
|
|
Interest cost
|
|
697
|
|
|
1,101
|
|
||
Expected return on plan assets
|
|
(1,139
|
)
|
|
(1,298
|
)
|
||
Amortization of prior service cost (credit)
|
|
—
|
|
|
(5
|
)
|
||
Amortization of actuarial loss
|
|
1,216
|
|
|
640
|
|
||
Pension expense for non-U.S. defined benefit plans
|
|
$
|
2,445
|
|
|
$
|
1,684
|
|
|
|
Three Months Ended
|
||||||
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
U.S. defined contribution plans
|
|
$
|
5,398
|
|
|
$
|
4,614
|
|
Non-U.S. defined contribution plans
|
|
1,402
|
|
|
1,196
|
|
||
Total pension expense for defined contribution plans
|
|
$
|
6,800
|
|
|
$
|
5,810
|
|
|
Space and Defense Controls
|
Industrial Systems
|
Total
|
||||||
Balance at September 28, 2019
|
$
|
27
|
|
$
|
4,096
|
|
$
|
4,123
|
|
Adjustments to provision
|
(2
|
)
|
(643
|
)
|
(645
|
)
|
|||
Cash payments - 2018 plan
|
(26
|
)
|
(244
|
)
|
(269
|
)
|
|||
Foreign currency translation
|
—
|
|
79
|
|
79
|
|
|||
Balance at December 28, 2019
|
$
|
—
|
|
$
|
3,288
|
|
$
|
3,288
|
|
|
|
Accumulated foreign currency translation (1)
|
|
Accumulated retirement liability
|
|
Accumulated gain (loss) on derivatives
|
|
Total
|
||||||||
AOCIL at September 28, 2019
|
|
$
|
(129,399
|
)
|
|
$
|
(285,734
|
)
|
|
$
|
(344
|
)
|
|
$
|
(415,477
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
22,026
|
|
|
(1,237
|
)
|
|
1,401
|
|
|
22,190
|
|
||||
Amounts reclassified from AOCIL
|
|
(493
|
)
|
|
5,600
|
|
|
1
|
|
|
5,108
|
|
||||
Other comprehensive income (loss)
|
|
21,533
|
|
|
4,363
|
|
|
1,402
|
|
|
27,298
|
|
||||
AOCIL at December 28, 2019
|
|
$
|
(107,866
|
)
|
|
$
|
(281,371
|
)
|
|
$
|
1,058
|
|
|
$
|
(388,179
|
)
|
(1)
|
Net gains and losses on net investment hedges are recorded as cumulative translation adjustments in AOCIL to the extent that the instruments are effective in hedging the designated risk.
|
|
|
|
|
Three Months Ended
|
||||||
|
|
Statements of Earnings location
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Retirement liability:
|
|
|
|
|
|
|
||||
Prior service cost (credit)
|
|
|
|
$
|
(32
|
)
|
|
$
|
(76
|
)
|
Actuarial losses
|
|
|
|
7,394
|
|
|
7,629
|
|
||
Reclassification from AOCIL into earnings (2)
|
|
7,362
|
|
|
7,553
|
|
||||
Tax effect
|
|
|
|
(1,762
|
)
|
|
(1,848
|
)
|
||
Net reclassification from AOCIL into earnings
|
|
$
|
5,600
|
|
|
$
|
5,705
|
|
||
Derivatives:
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
Sales
|
|
$
|
2
|
|
|
$
|
(33
|
)
|
Foreign currency contracts
|
|
Cost of sales
|
|
40
|
|
|
660
|
|
||
Interest rate swaps
|
|
Interest
|
|
(41
|
)
|
|
(400
|
)
|
||
Reclassification from AOCIL into earnings
|
|
1
|
|
|
227
|
|
||||
Tax effect
|
|
|
|
—
|
|
|
(57
|
)
|
||
Net reclassification from AOCIL into earnings
|
|
$
|
1
|
|
|
$
|
170
|
|
(2)
|
The reclassifications are included in the computation of non-service pension expense, which is included in Other on the Consolidated Condensed Statement of Earnings.
|
|
|
Net deferral in AOCIL - effective portion
|
||||||
|
|
Three Months Ended
|
||||||
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Foreign currency contracts
|
|
$
|
1,794
|
|
|
$
|
899
|
|
Interest rate swaps
|
|
(4
|
)
|
|
(235
|
)
|
||
Net gain (loss)
|
|
1,790
|
|
|
664
|
|
||
Tax effect
|
|
(389
|
)
|
|
(170
|
)
|
||
Net deferral in AOCIL of derivatives
|
|
$
|
1,401
|
|
|
$
|
494
|
|
|
|
Three Months Ended
|
||||
|
|
December 28,
2019 |
|
December 29,
2018 |
||
Basic weighted-average shares outstanding
|
|
34,510,851
|
|
|
34,815,255
|
|
Dilutive effect of equity-based awards
|
|
276,553
|
|
|
310,574
|
|
Diluted weighted-average shares outstanding
|
|
34,787,404
|
|
|
35,125,829
|
|
|
|
Three Months Ended
|
||||||
Market Type
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Net sales:
|
|
|
|
|
||||
Military
|
|
$
|
173,694
|
|
|
$
|
146,801
|
|
Commercial
|
|
166,260
|
|
|
157,244
|
|
||
Aircraft Controls
|
|
339,954
|
|
|
304,045
|
|
||
Space
|
|
62,740
|
|
|
50,176
|
|
||
Defense
|
|
123,500
|
|
|
105,892
|
|
||
Space and Defense Controls
|
|
186,240
|
|
|
156,068
|
|
||
Energy
|
|
29,939
|
|
|
29,297
|
|
||
Industrial Automation
|
|
106,831
|
|
|
109,130
|
|
||
Simulation and Test
|
|
28,468
|
|
|
29,050
|
|
||
Medical
|
|
63,411
|
|
|
52,086
|
|
||
Industrial Systems
|
|
228,649
|
|
|
219,563
|
|
||
Net sales
|
|
$
|
754,843
|
|
|
$
|
679,676
|
|
|
|
Three Months Ended
|
||||||
Customer Type
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Net sales:
|
|
|
|
|
||||
Commercial
|
|
$
|
166,260
|
|
|
$
|
157,244
|
|
U.S. Government (including OEM)
|
|
132,209
|
|
|
117,181
|
|
||
Other
|
|
41,485
|
|
|
29,620
|
|
||
Aircraft Controls
|
|
339,954
|
|
|
304,045
|
|
||
Commercial
|
|
34,152
|
|
|
30,053
|
|
||
U.S. Government (including OEM)
|
|
134,687
|
|
|
114,465
|
|
||
Other
|
|
17,401
|
|
|
11,550
|
|
||
Space and Defense Controls
|
|
186,240
|
|
|
156,068
|
|
||
Commercial
|
|
220,519
|
|
|
210,568
|
|
||
U.S. Government (including OEM)
|
|
6,421
|
|
|
6,442
|
|
||
Other
|
|
1,709
|
|
|
2,553
|
|
||
Industrial Systems
|
|
228,649
|
|
|
219,563
|
|
||
Commercial
|
|
420,931
|
|
|
397,865
|
|
||
U.S. Government (including OEM)
|
|
273,317
|
|
|
238,088
|
|
||
Other
|
|
60,595
|
|
|
43,723
|
|
||
Net sales
|
|
$
|
754,843
|
|
|
$
|
679,676
|
|
|
|
Three Months Ended
|
||||||
|
|
December 28,
2019 |
|
December 29,
2018 |
||||
Operating profit:
|
|
|
|
|
||||
Aircraft Controls
|
|
$
|
38,592
|
|
|
$
|
33,199
|
|
Space and Defense Controls
|
|
25,282
|
|
|
18,473
|
|
||
Industrial Systems
|
|
26,799
|
|
|
27,705
|
|
||
Total operating profit
|
|
90,673
|
|
|
79,377
|
|
||
Deductions from operating profit:
|
|
|
|
|
||||
Interest expense
|
|
10,232
|
|
|
9,682
|
|
||
Equity-based compensation expense
|
|
2,381
|
|
|
2,008
|
|
||
Non-service pension expense
|
|
3,601
|
|
|
4,894
|
|
||
Corporate and other expenses, net
|
|
7,555
|
|
|
6,310
|
|
||
Earnings before income taxes
|
|
$
|
66,904
|
|
|
$
|
56,483
|
|
•
|
Defense market - primary and secondary flight controls for military aircraft, stabilization and automatic ammunition loading controls for armored combat vehicles, tactical and strategic missile steering controls and gun aiming controls.
|
•
|
Commercial aircraft market - primary and secondary flight controls for commercial aircraft.
|
•
|
Commercial space market - satellite positioning controls and thrust vector controls for space launch vehicles.
|
•
|
Industrial automation market - injection molding, metal forming, heavy industry, material and automotive testing and pilot training simulators.
|
•
|
Medical market - enteral clinical nutrition and infusion therapy pumps, ultrasonic sensors and surgical handpieces and CT scanners.
|
•
|
Energy market - power generation and oil and gas exploration.
|
•
|
a strong leadership team that has positioned the company for growth,
|
•
|
utilizing our global capabilities and strong engineering heritage to innovate,
|
•
|
maintaining our technological excellence by solving our customers’ most demanding technical problems in applications "When Performance Really Matters®,"
|
•
|
continuing to invest in talent development to strengthen employee performance, and
|
•
|
maximizing customer value by implementing lean enterprise principles.
|
CONSOLIDATED RESULTS OF OPERATIONS
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
|
Three Months Ended
|
||||||||||
(dollars and shares in millions, except per share data)
|
December 28, 2019
|
December 29, 2018
|
$ Variance
|
% Variance
|
|||||||
Net sales
|
$
|
755
|
|
$
|
680
|
|
$
|
75
|
|
11
|
%
|
Gross margin
|
28.0
|
%
|
29.4
|
%
|
|
|
|||||
Research and development expenses
|
$
|
28
|
|
$
|
32
|
|
$
|
(4
|
)
|
(12
|
%)
|
Selling, general and administrative expenses as a percentage of sales
|
13.0
|
%
|
14.2
|
%
|
|
|
|||||
Interest expense
|
$
|
10
|
|
$
|
10
|
|
$
|
1
|
|
6
|
%
|
Other
|
$
|
8
|
|
$
|
5
|
|
$
|
2
|
|
47
|
%
|
Effective tax rate
|
25.2
|
%
|
24.3
|
%
|
|
|
|||||
Net earnings
|
$
|
50
|
|
$
|
43
|
|
$
|
7
|
|
17
|
%
|
Diluted earnings per share
|
$
|
1.44
|
|
$
|
1.22
|
|
$
|
0.22
|
|
18
|
%
|
Total backlog
|
$
|
2,430
|
|
$
|
2,100
|
|
$
|
330
|
|
16
|
%
|
Twelve-month backlog
|
$
|
1,670
|
|
$
|
1,400
|
|
$
|
270
|
|
19
|
%
|
|
Three Months Ended
|
||||||||||
(dollars in millions)
|
December 28, 2019
|
December 29, 2018
|
$ Variance
|
% Variance
|
|||||||
Net sales - military aircraft
|
$
|
174
|
|
$
|
147
|
|
$
|
27
|
|
18
|
%
|
Net sales - commercial aircraft
|
166
|
|
157
|
|
9
|
|
6
|
%
|
|||
|
$
|
340
|
|
$
|
304
|
|
$
|
36
|
|
12
|
%
|
Operating profit
|
$
|
39
|
|
$
|
33
|
|
$
|
5
|
|
16
|
%
|
Operating margin
|
11.4
|
%
|
10.9
|
%
|
|
|
|
Three Months Ended
|
||||||||||
(dollars in millions)
|
December 28, 2019
|
December 29, 2018
|
$ Variance
|
% Variance
|
|||||||
Net sales
|
$
|
186
|
|
$
|
156
|
|
$
|
30
|
|
19
|
%
|
Operating profit
|
$
|
25
|
|
$
|
18
|
|
$
|
7
|
|
37
|
%
|
Operating margin
|
13.6
|
%
|
11.8
|
%
|
|
|
|
Three Months Ended
|
||||||||||
(dollars in millions)
|
December 28, 2019
|
December 29, 2018
|
$ Variance
|
% Variance
|
|||||||
Net sales
|
$
|
229
|
|
$
|
220
|
|
$
|
9
|
|
4
|
%
|
Operating profit
|
$
|
27
|
|
$
|
28
|
|
$
|
(1
|
)
|
(3
|
%)
|
Operating margin
|
11.7
|
%
|
12.6
|
%
|
|
|
CONSOLIDATED AND SEGMENT OUTLOOK
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
2020 vs. 2019
|
|||||||||
(dollars in millions, except per share data )
|
2020 Outlook
|
|
2019
|
|
$ Variance
|
|
% Variance
|
|||||||
Net sales:
|
|
|
|
|
|
|
|
|||||||
Aircraft Controls
|
$
|
1,325
|
|
|
$
|
1,303
|
|
|
$
|
22
|
|
|
2
|
%
|
Space and Defense Controls
|
770
|
|
|
683
|
|
|
87
|
|
|
13
|
%
|
|||
Industrial Systems
|
950
|
|
|
918
|
|
|
32
|
|
|
3
|
%
|
|||
|
$
|
3,045
|
|
|
$
|
2,905
|
|
|
$
|
140
|
|
|
5
|
%
|
Operating profit:
|
|
|
|
|
|
|
|
|||||||
Aircraft Controls
|
$
|
140
|
|
|
$
|
123
|
|
|
$
|
17
|
|
|
14
|
%
|
Space and Defense Controls
|
100
|
|
|
89
|
|
|
11
|
|
|
12
|
%
|
|||
Industrial Systems
|
105
|
|
|
109
|
|
|
(4
|
)
|
|
(4
|
%)
|
|||
|
$
|
345
|
|
|
$
|
321
|
|
|
$
|
24
|
|
|
7
|
%
|
Operating margin:
|
|
|
|
|
|
|
|
|||||||
Aircraft Controls
|
10.5
|
%
|
|
9.4
|
%
|
|
|
|
|
|||||
Space and Defense Controls
|
13.0
|
%
|
|
13.0
|
%
|
|
|
|
|
|||||
Industrial Systems
|
11.1
|
%
|
|
11.9
|
%
|
|
|
|
|
|||||
|
11.3
|
%
|
|
11.1
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
190
|
|
|
$
|
175
|
|
|
$
|
16
|
|
|
9
|
%
|
Diluted earnings per share
|
$ 5.30 - $5.70
|
|
$
|
4.96
|
|
|
$
|
0.54
|
|
|
11
|
%
|
|
Three Months Ended
|
||||||||||
(dollars in millions)
|
December 28,
2019 |
December 29,
2018 |
$ Variance
|
% Variance
|
|||||||
Net cash provided (used) by:
|
|
|
|
|
|||||||
Operating activities
|
$
|
42
|
|
$
|
64
|
|
$
|
(22
|
)
|
(34
|
%)
|
Investing activities
|
(85
|
)
|
(22
|
)
|
(63
|
)
|
293
|
%
|
|||
Financing activities
|
76
|
|
(59
|
)
|
136
|
|
(229
|
%)
|
•
|
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 operate in highly competitive markets with competitors who may have greater resources than we possess;
|
•
|
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;
|
•
|
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;
|
•
|
we may not realize the full amounts reflected in our backlog as revenue, which could adversely affect our future revenue and growth prospects;
|
•
|
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;
|
•
|
contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment;
|
•
|
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;
|
•
|
our new product research and development efforts may not be successful which could reduce our sales and earnings;
|
•
|
our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete;
|
•
|
our business operations may be adversely affected by information systems interruptions, intrusions or new software implementations;
|
•
|
our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility;
|
•
|
the potential phase out of LIBOR may negatively impact our debt agreements and financial position, results of operations and liquidity;
|
•
|
significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could adversely affect our earnings and equity;
|
•
|
a write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth;
|
•
|
our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or if we engage in divesting activities;
|
•
|
our operations in foreign countries expose us to political and currency risks and adverse changes in local legal and regulatory environments;
|
•
|
unforeseen exposure to additional income tax liabilities may affect our operating results;
|
•
|
government regulations could limit our ability to sell our products outside the United States and otherwise adversely affect our business;
|
•
|
governmental regulations and customer demands related to conflict minerals may adversely impact our operating results;
|
•
|
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;
|
•
|
future terror attacks, war, natural disasters or other catastrophic events beyond our control could negatively impact our business;
|
•
|
our operations are subject to environmental laws, and complying with those laws may cause us to incur significant costs; and
|
•
|
we are involved in various legal proceedings, the outcome of which may be unfavorable to us.
|
(a)
|
Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our 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 recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
|
(b)
|
Changes in Internal Control over Financial Reporting. There have been no changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
(c)
|
The following table summarizes our purchases of our common stock for the quarter ended December 28, 2019.
|
Period
|
|
(a) Total
Number of Shares Purchased (1)(2)(3) |
|
(b) Average
Price Paid Per Share |
|
(c) Total number
of Shares Purchased as Part of Publicly Announced Plans or Programs (3) |
|
(d) Maximum
Number (or Approx. Dollar Value) of Shares that May Yet Be Purchased Under Plans or Programs (3) |
|||||
September 29, 2019 - November 2, 2019
|
|
42,471
|
|
|
$
|
79.85
|
|
|
33,967
|
|
|
3,013,340
|
|
November 3, 2019 - November 30, 2019
|
|
245,155
|
|
|
87.93
|
|
|
228,710
|
|
|
2,784,630
|
|
|
December 1, 2019 - December 28, 2019
|
|
419,756
|
|
|
87.92
|
|
|
406,269
|
|
|
2,378,361
|
|
|
Total
|
|
707,382
|
|
|
$
|
87.44
|
|
|
668,946
|
|
|
2,378,361
|
|
(1)
|
Reflects purchases by the Moog Inc. Stock Employee Compensation Trust Agreement ("SECT") of shares of Class B common stock from the Moog Inc. Retirement Savings Plan ("RSP") and the Employee Stock Purchase Plan (ESPP) at average prices as follows: 8,504 shares at $81.09 per share during October; 6,852 shares at $88.03 per share during November and 13,240 shares at $86.65 per share during December.
|
(2)
|
In connection with the exercise of equity-based compensation awards, we accept delivery of shares to pay for the exercise price and withhold shares for tax withholding obligations. In November, we accepted delivery of 9,593 Class B shares at $85.95 per share and in December we accepted delivery of 247 Class A shares at $89.70 per share, in connection with the exercise of equity-based awards.
|
(3)
|
The Board of Directors has authorized a share repurchase program. This program has been amended from time to time to authorize additional repurchases up to an aggregate 13 million common shares. The program permits the purchase of shares of Class A or Class B common stock in open market or privately negotiated transactions at the discretion of management. In October, we purchased 33,880 Class A shares at an average price of $79.53 per share and 87 Class B shares at an average price of $83.74 per share. In November, we purchased 228,710 Class A shares at an average price of $88.01 per share, and in December, we purchased 406,269 Class A shares at an average price of $87.96 per share.
|
(a)
|
Exhibits
|
||
|
Preferability Letter of Independent Registered Public Accounting Firm dated January 24, 2020.
|
||
|
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.
|
||
|
101
|
Interactive Date files (submitted electronically herewith)
|
(101.INS)
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
(101.SCH)
|
XBRL Taxonomy Extension Schema Document
|
|
|
(101.CAL)
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
(101.DEF)
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
(101.LAB)
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
(101.PRE)
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
Moog Inc.
|
|
|
|
|
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
|
January 24, 2020
|
|
By
|
/s/ John R. Scannell
|
|
|
|
|
|
John R. Scannell
|
|
|
|
|
|
Chairman of the Board and Director
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date:
|
January 24, 2020
|
|
By
|
/s/ Jennifer Walter
|
|
|
|
|
|
Jennifer Walter
|
|
|
|
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
Date:
|
January 24, 2020
|
|
By
|
/s/ Michael J. Swope
|
|
|
|
|
|
Michael J. Swope
|
|
|
|
|
|
Controller (Principal Accounting Officer)
|
|
|
|
|
|
|
|
1 Year Moog Chart |
1 Month Moog Chart |
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