UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended March 31, 2003 | |
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OR |
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from ______________ to ______________
Commission File Number: 1-5129
MOOG INC.
| New York State |
16-0757636 |
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. employer identification no.) |
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East Aurora, New York |
14052-0018 |
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(Address of principal executive offices) |
(Zip code) |
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Former name, former address and former fiscal year, if changed since last report. |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes __ No
X
The number of shares outstanding of each class of common stock as of May 5, 2003 were:
| Class A Common Stock, $1.00 par value | 13,070,639 shares |
| Class B Common Stock, $1.00 par value | 2,141,307 shares |
&nb sp;
MOOG INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | |||
| PART I. | FINANCIAL INFORMATION | ||
| Item 1. | Consolidated Condensed
Balance Sheets March 31, 2003 and September 28, 2002 |
3 | |
| Consolidated Condensed Statements of Earnings Three and Six Months Ended March 31, 2003 and 2002 |
4 | ||
| Consolidated Condensed Statements of Cash Flows Six Months Ended March 31, 2003 and 2002 |
5 | ||
| Notes to Consolidated Condensed Financial Statements |
6-12 | ||
| Item 2. | Management's
Discussion and Analysis of Financial Condition and Results of Operations |
13-18 | |
| Item 3. | Quantitative and
Qualitative Disclosures about Market Risk |
18 | |
| Item 4. | Controls and Procedures | 18 | |
| PART II. | OTHER INFORMATION | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 19 | |
| Item 6. | Exhibits and Reports on Form 8-K | 19 | |
| SIGNATURES | 20 | ||
| CERTIFICATIONS | 21-22 |
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
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MOOG INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (dollars in thousands) |
| March 31, | September 28, | ||||
| 2003 | 2002 | ||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | $ | 20,999 | $ | 15,952 | |
| Receivables | 247,251 | 239,636 | |||
| Inventories | 166,146 | 162,391 | |||
| Other current assets | 40,550 | 39,520 | |||
| TOTAL CURRENT ASSETS | 474,946 | 457,499 | |||
| PROPERTY, PLANT AND EQUIPMENT, net of accumulated | |||||
| depreciation of $263,057 and $248,085, respectively | 207,395 | 202,654 | |||
| GOODWILL | 193,783 | 192,855 | |||
| INTANGIBLE ASSETS | 10,039 | 10,426 | |||
| OTHER ASSETS | 25,325 | 22,113 | |||
| TOTAL ASSETS | $ | 911,488 | $ | 885,547 | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Notes payable | $ | 13,755 | $ | 14,067 | |
| Current installments of long-term debt | 15,969 | 17,110 | |||
| Accounts payable | 41,125 | 38,688 | |||
| Accrued liabilities | 96,951 | 94,007 | |||
| Contract loss reserves | 15,943 | 13,939 | |||
| Customer advances | 13,029 | 7,790 | |||
| TOTAL CURRENT LIABILITIES | 196,772 | 185,601 | |||
| LONG-TERM DEBT, excluding current installments | |||||
| Senior debt | 153,400 | 165,286 | |||
| Senior subordinated notes | 120,000 | 120,000 | |||
| LONG-TERM PENSION AND RETIREMENT OBLIGATIONS | 92,390 | 95,171 | |||
| DEFERRED INCOME TAXES AND OTHER LIABILITIES | 22,666 | 19,483 | |||
| TOTAL LIABILITIES | 585,228 | 585,541 | |||
| SHAREHOLDERS' EQUITY | |||||
| Preferred stock | 100 | 100 | |||
| Common stock | 18,313 | 18,313 | |||
| Other shareholders' equity | 307,847 | 281,593 | |||
| TOTAL SHAREHOLDERS' EQUITY | 326,260 | 300,006 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 911,488 | $ | 885,547 | |
See accompanying Notes to Consolidated Condensed Financial Statements.
3
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MOOG INC. |
| Three Months Ended | Six Months Ended | ||||||||||
| March 31, | March 31, | ||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||
| Net sales | $ | 190,048 | $ | 182,152 | $ | 369,731 | $ | 355,783 | |||
| Cost of sales | 132,675 | 123,743 | 256,179 | 242,693 | |||||||
| Gross profit | 57,373 | ||||||||||