FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Transition period from ______________ to _______________
Commission file number 1-5129
MOOG INC.
(Exact Name of Registrant as Specified in its Charter)
New York 16-0757636
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
East Aurora, New York 14052-0018
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (716) 652-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Class A Common Stock, $1.00 Par Value American Stock Exchange
Class B Common Stock, $1.00 Par Value American Stock Exchange
9-7/8% Convertible Subordinated American Stock Exchange
Debentures due 2006
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
No disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The aggregate market value of the Common Stock outstanding and held by
non-affiliates (as defined in Rule 405 under the Securities Act of 1933) of
the registrant, based upon the closing sale price of the Common Stock on
the American Stock Exchange on December 8, 1995 was approximately $72.8
million.
<PAGE>
The number of shares of Common Stock outstanding as of the close of
business on December 8, 1995 was:
Class A 6,049,538; Class B 1,677,814.
The Documents listed below have been incorporated by reference into this
Annual Report on Form 10-K:
(1) Specific sections of the Annual Report to Shareholders for the fiscal
year ended September 30, 1995 (the "1995 Annual Report")
(2) Specific sections of the Proxy Statement to Shareholders dated
January 10, 1996 (the "1996 Proxy")
<PAGE>
_______________________________
MOOG INC.
FORM 10-K INDEX
_______________________________
PART I PAGE
Item 1 - Business
Item 2 - Properties
Item 3 - Legal Proceedings
Item 4 - Submission of Matters to a
Vote of Security Holders
PART II
Item 5 - Market for the Registrant's
Common Equity and Related
Stockholder Matters
Item 6 - Selected Financial Data
Item 7 - Management's Discussion and
Analysis of Financial Condition
and Results of Operations
Item 8 - Financial Statements and
Supplementary Data
Item 9 - Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure
PART III
Item 10 - Directors and Executive Officers
of the Registrant
Item 11 - Executive Compensation
Item 12 - Security Ownership of Certain Beneficial
Owners and Management
Item 13 - Certain Relationships and
Related Transactions
PART IV
Item 14 - Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
<PAGE>
PART I
The Registrant, Moog Inc., a New York corporation formed in 1951, is
referred to in this Annual Report on Form 10-K as "Moog," "the Company" or
in the nominative "we" or the possessive "our."
ITEM 1. Business.
Certain information required herein is contained in part in the 1995
Annual Report, specific pages of which are referred to in parentheses.
Description of the Company's Business. (See pages 2 through 16.)
Distribution. Moog primarily uses its own sales and engineering
personnel in the sale of its products. In selective markets, independent
manufacturers' representatives are retained.
Industry and Competitive Conditions. Moog experiences considerable
competition in its Domestic Controls segment, principally in the areas of
product performance, delivery and price. These competitors are associated
with parent companies larger than the Company as measured by total assets
and sales. These include the Hydraulics Research and Manufacturing Division
of Textron Inc., Abex NWL Division of Power Control Technologies Inc., the
Parker Bertea Aerospace Group of Parker Hannifin Corporation, E-Systems
Corporation owned by Raytheon Company and Vickers, a Division of Trinova
Corporation.
The International Controls segment experiences similar competition
from numerous domestic and foreign corporations, particularly Mannesmann
Rexroth, a Mannesmann AG company, and Robert Bosch AG.
Backlog. Substantially all backlog will be recorded as sales in the
next twelve months. The information required herein is incorporated by
reference to Item 6, Selected Financial Data, on page 21 .
Raw Materials. Materials, supplies and components are purchased from
numerous suppliers. The loss of any one supplier would not materially
affect the Company's operations.
Seasonality. Moog's business is generally not seasonal.
Patents. Moog has a number of patents and has filed applications for
others. While the aggregate protection afforded by these is of value, the
Company does not consider the successful conduct of any material part of
its business dependent upon such protection. The Company's patents and
patent applications, including U.S., Canadian, European and Japanese
patents, relate to electrohydraulic, pneumatic and mechanical actuation
mechanisms and control valves, electronic control component systems and
interface devices.
Research Activities. Research and product development activity has
been and continues to be significant to the Company. The information
required herein is incorporated by reference to Item 6, Selected Financial
Data, on page 21.
Employees. The information required herein is incorporated by
reference to Item 6, Selected Financial Data, on page 21.
<PAGE>
Segment Financial Information. The information required herein is
incorporated by reference to Note 14 of Item 8. See page 37.
Customers. The information required herein is incorporated by
reference to pages 2 through 16 and 37. Moog's military activities in
aerospace, through its Domestic Controls segment, are subject to changes in
national defense policy, Department of Defense (DoD) procurement practice,
and contract termination. In commercial aerospace, principally commercial
aviation, Moog's activities are subject to changes in the delivery
schedules of the major commercial aircraft manufacturers.
International Operations. Moog's International Controls segment is an
aggregate of operations located predominantly in Europe and the
Asian-Pacific region. (See pages 2 through 16, 37 and 43.) The Company's
international operations are subject to the usual risks inherent in
international trade, including currency fluctuations, local governmental
foreign investment restrictions, exchange controls, regulation of the
import and distribution of foreign goods, as well as changing economic and
social conditions in countries in which such operations are conducted.
Working Capital. Working capital includes items which will not be
realized within one year, reflecting the procurement and production cycle
associated with long term contracts. Long-term contract receivables include
substantial amounts not yet billed under progress payment terms of
contracts, and which provide that certain holdback amounts cannot be billed
until shipment of completed units. Inventories reflect the extended
production and procurement cycle on most Moog products. Contract loss
reserves represent expenditures to be incurred over development and
production periods extending beyond one year.
Environmental Matters. See pages 25 and 38.
ITEM 2. Properties.
Corporate headquarters are located in East Aurora, New York. Principal
manufacturing facilities for the Domestic Controls segment are located in
East Aurora, New York and Torrance, California. These facilities consist of
756,000 square feet which are owned, and 54,000 square feet which are under
capital lease and financed primarily by industrial revenue bonds which
allow the Company to purchase the facilities at nominal prices upon
expiration. The Domestic Controls segment leases 140,000 square feet in
East Aurora and 7,200 square feet in Torrance under operating leases. With
respect to the Company's facilities, third parties have leased 91,000
square feet of owned space through December 1996 and 67,000 square feet of
leased space through August 1997. Outside of the U.S., the Domestic
Controls segment owns manufacturing centers in the Philippines and India.
The Philippines facility consists of 64,000 square feet and the India
facility consists of 23,000 square feet.
The International Controls segment maintains major manufacturing
facilities in Germany, England and Japan. Of the major European facilities,
4,000 square feet are owned and 200,000 square feet are leased under
operating lease agreements. The Japanese facility, consisting of 68,000
square feet, is owned. A specialty manufacturing operation with 26,000
square feet which is owned is located in Ireland. In various other major
markets, including Italy, France, Spain, Sweden, Finland, Denmark, Brazil,
<PAGE>
Australia, South Korea, Hong Kong and Singapore, the Company has sales and
applications engineering offices. Of these facilities, 30,000 square feet
are owned and 48,000 square feet are leased under operating leases.
Operating leases of the International facilities expire at varying times
from December 1995 through June 2013.
The capacity of Moog's manufacturing facilities is considered adequate
for current and future production requirements.
ITEM 3. Legal Proceedings.
Legal proceedings presently pending by or against Moog or its
subsidiaries are not expected to have a material adverse effect on the
financial condition or results of operations of Moog and its subsidiaries
taken as a whole.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
Dividend restrictions are detailed in Note 7 on page 32 of Item 8,
Financial Statements and Supplementary Data.
Other information required herein is incorporated by reference to
pages 21 and 44.
ITEM 6. Selected Financial Data - Notes and Discussion.
Refer to the table on the following page for the Selected Financial
Data for the five year fiscal period 1991 - 1995. For a more detailed
discussion of 1993 through 1995 refer to Management's Discussion and
Analysis of Financial Condition and Results of Operations on pages 22
through 25 and Notes to Consolidated Financial Statements on pages 30
through 39.
<PAGE>
ITEM 6. Selected Financial Data.
(dollars in thousands except per share data)
<TABLE>
<CAPTION>
Years Ended September 30 1995(1) 1994(1),(2) 1993 1992(2) 1991
<S> <C> <C> <C> <C> <C>
RESULTS FROM OPERATIONS
Net Sales $ 374,284 $ 307,370 $ 293,680 $ 307,004 $ 321,283
Government 49% 57% 57% 60% 61%
Commercial 51% 43% 43% 40% 39%
Earnings (Loss) before Income
Taxes, Extraordinary Item and
Cumulative Effect of Change
in Accounting Principle 8,790 3,040 8,620 (6,284) 12,209
Effective Tax Rate 11.7% 46.8% 40.6% (7.8%) 37.5%
Earnings (Loss) before Extraordinary
Item and Cumulative Effect of
Change in Accounting Principle 7,761 1,618 5,118 (6,773) 7,631
Extraordinary Item - - (357) - -
Cumulative Effect of Change in
Accounting Principle - 505 - - -
_________ _________ _________ _________ _________
NET EARNINGS (LOSS) $ 7,761 $ 2,123 $ 4,761 $ (6,773) $ 7,631
____________________________________________________________________________________________________
PER SHARE
Earnings (Loss) before
Extraordinary Item and
Cumulative Effect of Change
in Accounting Principle $ 1.00 $ .21 $ .66 $ (.88) $ .97
Extraordinary Item - - (.04) - -
Cumulative Effect of Change in
Accounting Principle - .06 - - -
_________ _________ _________ _________ _________
Net Earnings (Loss) $ 1.00 $ .27 $ .62 $ (.88) $ .97
Equity per Common Share 14.06 13.25 12.00 12.61 12.93
____________________________________________________________________________________________________
FINANCIAL POSITION
Total Assets $ 424,957 $ 424,456 $ 318,130 $ 335,986 $ 334,938
Working Capital 166,985 150,850 123,533 114,694 107,363
Total Debt and Convertible
Subordinated Debentures 189,761 204,176 137,597 143,985 145,575
Shareholders' Equity 108,636 102,184 92,561 97,374 100,438
____________________________________________________________________________________________________
<PAGE>
SUPPLEMENTAL FINANCIAL DATA
Capital Expenditures $ 10,232 $ 8,893 $ 10,216 $ 15,295 $ 18,467
Depreciation and Amortization 19,675 15,700 15,621 17,767 17,916
R&D - Company Sponsored 15,783 18,668 16,128 17,927 16,946
- Customer Sponsored 21,603 25,332 30,986 29,220 24,896
Backlog - Domestic 195,908 181,405 149,035 169,800 192,400
- International 42,033 35,856 32,046 42,300 38,600
____________________________________________________________________________________________________
ADDITIONAL DATA
Number of Employees 3,003 3,140 2,824 2,886 3,309
Number of Shareholders - Class A 2,114 2,424 2,665 2,855 3,014
- Class B 966 1,088 1,201 1,257 1,343
Average Common Shares
Outstanding 7,721,927 7,714,444 7,713,465 7,717,791 7,836,780
____________________________________________________________________________________________________
RATIOS
Net Return on Sales 2.1% .7% 1.6% N/A 2.4%
Return on Equity 7.4% 2.2% 5.0% N/A 7.9%
Current Ratio 2.76 2.46 2.33 2.14 1.98
Total Debt and Convertible
Subordinated Debentures to Equity 1.75 2.00 1.49 1.48 1.45
____________________________________________________________________________________________________
(1) Includes the effects of the June 1994 acquisition of the hydraulic and mechanical actuation
product lines of AlliedSignal Inc. See Note 2 to the Consolidated Financial Statements.
(2) The results of operations in 1994 includes pre-tax restructuring and inventory obsolescence
charges of $4.7 million, while 1992 includes $13.8 million in pre-tax restructuring charges.
</TABLE>
<PAGE>
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - 1995 Compared with 1994
Earnings per share in 1995 were $1.00 compared with $.27 in 1994. Net
earnings in 1995 were $7.8 million on sales of $374 million, compared with
net earnings of $2.1 million on sales of $307 million in 1994. Net earnings
in 1995 were favorably affected by the strong recovery of capital goods
markets in Europe. Also in 1995, incremental net earnings from the
hydraulic and mechanical actuation product lines of AlliedSignal Inc.
acquired in June 1994 (the Product Lines), served to partially offset
declining revenues and profits on various mature defense programs.
Conversely, 1994 earnings were adversely affected by pre-tax inventory
obsolescence and restructuring charges of $4.7 million. The inventory
obsolescence charge of $2.6 million was taken in response to the decline in
repair activities and spare parts requirements on certain military
programs. Of the pre-tax restructuring charge, $1.8 million related to
workforce reductions in the Company's operations in the U.S., England,
Germany and Denmark, while $.3 million related to lease termination costs.
The 1994 restructuring actions were taken in response to defense spending
reductions and, at the time, weak capital goods markets in Europe. The
workforce reductions and related cost savings, in conjunction with the
recovery of European capital goods markets and, to a lesser extent, the
Product Line acquisition, provided the basis for the improved earnings
performance in 1995.
Operating profit for the Domestic Controls segment was $25.2 million
in 1995, representing 9.6% of segment sales, compared with $20.4 million,
or 9.2% of segment sales in 1994. Excluding the pre-tax Domestic inventory
obsolescence and restructuring charges of $3.4 million in 1994, Domestic
Segment 1994 operating profit would have been $23.8 million, or 10.7% of
segment sales. In absolute terms, the increase in operating profit is due
to the Product Line acquisition along with the aforementioned cost
reduction measures. These benefits were, however, in part offset by
declining revenue on both the B-2 program and the Missiles product line,
along with now complete one-time transition service costs paid to
AlliedSignal Inc. related to various overhead functions.
Operating profit for the International Controls segment in 1995 was
$8.5 million, or 6.8% of segment sales compared with $1.1 million or 1.1%
of segment sales in 1994. International Controls segment operating profit
for 1994 includes $1.3 million in inventory obsolescence and restructuring
charges. Excluding these 1994 charges, operating profit would have been
$2.4 million or 2.4% of segment sales. The improvement in capital goods
markets in Europe, along with the aforementioned cost reduction measures,
led to a dramatic turnaround in European operating profit. Within the
Pacific Group, operating profit is down from a year ago, primarily due to
costs of penetrating new Asian markets.
Net sales in 1995 of $374 million were 21.8% higher than 1994 sales of
$307 million. For the Domestic Controls segment net sales increased 19.1%
in 1995 to $254 million compared to $213 million in 1994. The increase is
attributable to the Product Lines acquisition, in part offset by lower
revenue on the B-2 program and the Missiles product line. International
Controls segment net sales increased 27.9% in 1995 to $120 million from
$94.1 million in the prior year. The increase reflects the improvement in
<PAGE>
European capital goods markets, and to a much lesser extent, the increase
in value of certain foreign currencies relative to the U.S. dollar.
Excluding the effect of changing currency values, International Controls
segment net sales increased 18%.
Worldwide commercial sales were $193 million in 1995, or 51% of sales,
with government sales being $181 million or 49% of sales. In 1994,
commercial sales were $133 million, or 43% of sales. Going back to 1991,
commercial sales were only 39% of sales. The shift of the sales mix to
commercial sales reflects the focus the Company has placed on development
and acquisition of commercial product lines.
The increase in consolidated net sales in 1995, exclusive of the
Product Lines acquisition, relates primarily to unit volume. There
were both minor price increases and decreases in most European markets,
while in Japan, the Company experienced overall declines in pricing due to
worldwide competitive pressures.
Other Income was $2.2 million in 1995 compared to $2.5 million in
1994. Other income generally includes rents, royalties and interest. The
decline is principally due to lower interest income.
Cost of sales increased to 70.8% of net sales in 1995 compared with
69.5% in 1994. The International Controls segment cost of sales percentages
have declined as a result of increased sales and related improvements in
facility utilization, along with the cost reduction efforts made over the
previous three years. The International Controls segment improvement was
more than offset, however, by increasing cost of sales percentages for the
Domestic Controls segment. The Domestic Controls segment increase is
principally due to the costs associated with the transition services and a
change in product mix which reflects a greater percentage of lower margin
production and development contracts sales in 1995 compared to 1994.
Research and Development expenses were $15.8 million, or 4.2% of net
sales in 1995 compared to $18.7 million, or 6.1% of net sales in 1994. The
decline is attributable to significant expenditures in 1994 on brushless
motor development for entertainment motion platforms, radio controls,
engine thrust vectoring controls, and helicopter vibration controls.
Further, more engineering resources are currently being utilized on
production related activity.
Total Company sponsored and customer sponsored research and
development expenses were $37.4 million in 1995 compared to $44.0 million
in 1994. Customer sponsored R&D was $21.6 million in 1995 compared with
$25.3 million in 1994. Customer sponsored R&D reflects the Company's
involvement in a number of development programs including the B-2, the
Taiwanese Indigenous Defense Fighter (IDF) and various military ground
vehicle programs in Europe.
Selling, General and Administrative Expenses in 1995 were $68.5
million, or 18.3% of sales, compared to $58.3 million, or 19.0% of sales in
1994. In absolute terms, the increase is primarily due to a full year of
costs for the Product Lines. Further, $2.6 million of the increase reflects
the higher average value of foreign currencies relative to the U.S. dollar.
The decline as a percentage of sales reflects the benefits of additional
sales from the Product Lines and increasing sales in the International
Controls segment.
<PAGE>
Interest Expense increased in 1995 to $17.5 million or 4.7% of net
sales compared to $11.4 million or 3.7% of net sales in 1994. The increase
in interest expense is due to the additional debt associated with the
acquisition of the Product Lines.
Foreign Currency Exchange Loss (Gain) was a loss of $.1 million in
1995 compared with a gain of $.5 million in 1994. The 1994 gain primarily
related to a short-term loan denominated in Deutsche Marks between the
parent company and the German subsidiary during which time the Deutsche
Mark appreciated.
Income Tax Expense at an effective rate of 11.7% for 1995 compares
with a 1994 effective rate of 46.8%. The effective tax rate for 1995
reflects the relatively strong earnings at the Company's German operation,
which benefits from its net operating loss carryforward position.
Conversely, the higher effective tax rate for 1994 resulted from losses at
the German subsidiary which provided limited tax benefits.
In the fourth quarter of 1995 and 1994, the Company reduced its
valuation allowance for deferred tax assets to reflect the improved German
operating results. See Note 9 of Item 8 on page 33.
Results of Operations - 1994 Compared to 1993
Earnings per share in 1994 were $.27 compared with $.62 in 1993. Net
earnings in 1994 were $2.1 million or 0.7% of net sales compared with $4.8
million or 1.6% of net sales in 1993. Net earnings in 1994 include the
positive cumulative effect of $.5 million related to the adoption of SFAS
No. 109, "Accounting for Income Taxes". Conversely, 1994 net earnings were
negatively affected by the previously mentioned restructuring and inventory
obsolescence charges. Net earnings in 1993 included a $.4 million net
after-tax extraordinary charge related to prepayment costs on the early
retirement of $10.2 million of 12-7/8% debt.
Operating profit for the Domestic Controls segment in 1994 was $20.4
million or 9.2% of segment sales compared with $21.7 million or 10.8% of
segment sales in 1993. Excluding pretax Domestic inventory obsolescence and
restructuring charges of $3.4 million in 1994, Domestic segment operating
profit would have been $23.8 million or 10.7% of segment sales in 1994. The
increase in Domestic segment operating profit, excluding the obsolescence
and restructuring charges, from 1993 to 1994 results from the acquisition
of the Product Lines. Operating profit for the Motion Systems group
continued to decline in 1994 primarily as a result of decreasing sales on
the Missiles product line.
Operating profit for the International Controls segment in 1994 was
$1.1 million or 1.1% of segment sales compared with $5.1 million or 4.7% of
segment sales in 1993. Included in operating profit for the International
Controls segment were inventory obsolescence and restructuring charges of
$1.3 million in 1994. Excluding these charges, operating profit for the
International Controls segment would have been $2.4 million or 2.4% of
segment sales in 1994. The change in operating profit from 1993 to 1994 for
the International Controls segment resulted primarily from a decrease in
profits at the Company's English subsidiary on a variety of industrial
products, and a decline in operating profit from the Pacific subsidiaries
due to a slow Japanese economy and from strong shipments in 1993 on
aerospace programs in Korea.
<PAGE>
The Company adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" in the first quarter of 1994.
SFAS No. 106 costs were $1.1 million in 1994, including the amortization of
the initial transition obligation of $7.9 million over twenty years. The
1994 cost was $.4 million greater than the annual cost of postretirement
benefits other than pensions in 1993 of $.7 million, determined on a "pay
as you go" basis.
Net Sales increased 4.7% to $307 million in 1994 compared with $294
million in 1993. Net sales for the Domestic segment in 1994 increased 12.6%
to $213 million compared with $189 million in 1993. In 1994, net sales of
$22.4 million from the newly acquired Product Lines was the principal
reason for the increase. Within the Domestic Controls segment, sales of the
Missiles product line continued to decline as a result of the effects of
reduced U.S. defense spending, accompanied by sales declines on the Engine
Controls product line. These decreases were offset in 1994 by increased
sales on the B-2 program and stronger sales in the commercial aircraft
business.
Net sales for the International Controls segment in 1994 declined 9.8%
to $94.1 million compared with $104 million in 1993. Fluctuations in
foreign currencies relative to the U.S. dollar in 1994 did not impact the
sales decline. The decline was principally attributable to lower sales in
Germany in aerospace and defense markets, in conjunction with lower
industrial sales in England and France due to the then weak European
capital goods markets.
Consolidated net sales in 1994 increased from 1993 primarily due to
unit volume changes and, to a lesser extent, due to minor average price
increases. Within the Domestic Controls segment, the increase in net sales
results primarily from the acquisition of the Product Lines while the
decrease in net sales for the International segment is nearly all due to
lower unit volume partially offset by minor price increases, principally
within Europe.
Other Income was $2.5 million in 1994 compared with $2.7 million in
1993. Other Income generally includes rents, royalties and interest.
Cost of Sales as a percent of net sales in 1994 was 69.5% compared
with 70.5% in 1993. Cost of sales as a percent of segment sales for the
Domestic Controls segment was 73.3% in 1994 compared with 72.9% in 1993.
The increase in Domestic cost of sales as a percent of sales resulted
primarily from reduced higher margin sales on the Missiles product line,
which included favorable cost experience in 1993 on various long-term
development contracts. Cost of sales as a percent of sales for the
International Controls segment improved to 65.6% of segment sales in 1994
compared with 67.0% in 1993, primarily from the benefits of cost reduction
actions initiated in 1992 and continued through 1994.
Research and Development Expenses were $18.7 million or 6.1% of net
sales in 1994 compared with $16.1 million or 5.5% of net sales in 1993. The
1994 increase was the result of a shift toward Company-sponsored R&D
projects from customer-sponsored projects, primarily efforts on
entertainment simulators, brushless motors, radio controls, development of
engine thrust vectoring controls, and helicopter vibration controls. Total
Company-sponsored and customer-sponsored research and development expenses
were $44.0 million in 1994 compared with $47.1 million in 1993.
<PAGE>
Customer-sponsored R&D was $25.3 million in 1994 compared with $31.0
million in 1993. Customer-sponsored R&D reflects the Company's involvement
in a number of development programs including the B-2, the IDF and a number
of military ground vehicle programs in Europe.
Selling, General and Administrative Expenses were $58.3 million or
19.0% of net sales in 1994 compared with $52.7 million or 18.0% of net
sales in 1993. The increased costs in 1994 in absolute terms is primarily
due to the acquisition of the Product Lines. As a percentage of net sales,
the increase in 1994 SG&A relates primarily to increased staffing costs in
Japan, Hong Kong and Singapore in order to pursue sales opportunities in
the Pacific Rim.
Interest Expense was $11.4 million or 3.7% of net sales in 1994
compared with $11.0 million or 3.7% of net sales in 1993. The increase in
1994 primarily reflects the increase in debt related to the acquisition of
the Product Lines.
Foreign Currency Exchange Loss (Gain) was a gain of $.5 million in
1994 compared with a loss of $.1 million in 1993. The foreign currency gain
in 1994 primarily relates to a short-term loan denominated in Deutsche
Marks between the parent company and the German subsidiary during which
time the Deutsche Mark strengthened.
Inventory Obsolescence Charge of $2.6 million in 1994 represented a
charge for the write-off of Domestic obsolete inventory reflecting the
decline in repair activities and spare parts requirements on government
programs.
Restructuring Expense of $2.1 million in 1994 represented the costs to
restructure operations primarily in response to the effects of continued
reductions in U.S. Defense spending as well as the effects of the then weak
capital goods markets in Europe, particularly as it affected operations in
England, Germany and Denmark. Approximately $1.8 million of this 1994
charge represents severance benefit costs relating to workforce reductions
and $.3 million relates to the costs of disposing of a leased facility.
Income Taxes at an effective tax rate in 1994 of 46.8% resulted
primarily from losses incurred at our German subsidiary against which the
amount of tax benefits were limited. The effective tax rate for 1993 of
40.6% was comprised of an effective rate on Domestic earnings of 20.8%
offset by a tax expense of $1.4 million for the International Controls
segment on a pre-tax loss of $1.4 million. The lower effective Domestic
tax rate in 1993 resulted primarily from a $1.1 million benefit received in
1993 from the utilization of prior year foreign tax credit carryforwards.
The unusual 1993 tax situation for the International Controls segment
resulted from paying taxes at certain subsidiaries primarily in the Pacific
Rim where taxable earnings were generated, offset by pretax losses in
Europe that generated virtually no benefit.
Financial Condition and Liquidity
On November 14, 1995, the Company amended its Domestic Revolving
Credit and Term Loan Facilities (the Credit Facilities). The amendment
increased the total facility to $165 million, consisting of a $135 million
revolving credit facility and a $30 million term loan. The term loan is for
a six year period, with quarterly payments commencing in October 1996. The
<PAGE>
revolving credit facility is for a five year period through October of
2000. The Credit Facilities currently provides for interest at LIBOR plus
1.75%. To provide protection from interest rate increases, the Company
entered into $100 million of interest rate swap arrangements. This has the
effect of converting $100 million into fixed rate debt over two years at
8.0%.
The Credit Facilities, along with the 10-1/4% term note which has a
remaining balance of $18.4 million and is repayable in varying installments
through 2001 (the Note), are secured by substantially all of the Company's
Domestic assets, including the common shares of all Domestic and
International subsidiaries. The Credit Facilities and Note include
customary covenants for financing of this nature, including interest
coverage, payment coverage, current ratio requirements, maintenance of
tangible net worth to total liabilities, and limits on capital
expenditures.
Net cash provided by operating activities for 1995 was $15.2 million
compared with $11.1 million in 1994. The principal reason for the
improvement is increased earnings. In comparing the $11.1 million in 1994
with $13.1 million provided from operating activities in 1993, the decrease
was due to lower net earnings.
At September 30, 1995, including the effect of the amendment to the
Credit Facilities, the Company had worldwide unused lines of credit of
$56.9 million, plus cash and cash equivalents of $7.6 million. In
comparison, the Company had worldwide unused lines of credit of $33.9
million and cash of $7.6 million at September 30, 1994.
Capital expenditures in 1995 were $10.2 million compared with $8.9
million in 1994 and with $10.2 million in 1993. Capital expenditures were
well below depreciation and amortization levels of $19.7 million in 1995,
$15.7 million in 1994 and $15.6 million in 1993. Additions to Property,
Plant and Equipment in 1996 are expected to remain well below depreciation
levels.
The Company monitors certain key financial measures, including total
debt to equity and working capital. Total debt includes short-term and
long-term debt and subordinated debentures. The debt to equity ratio at
September 30, 1995 was 1.75 compared with 2.00 at September 30, 1994 and
with 1.49 at September 30, 1993. The decrease in the ratio as of September
30, 1995 results from earnings and depreciation well in excess of capital
expenditures which has increased equity and provided cash to pay down debt.
The increase in the ratio at September 30, 1994 was due to the acquisition
debt. Working capital at September, 1995 was $167 million compared with
$151 million at September 30, 1994. The increase is due to higher
receivable and inventory levels related to the sales improvement in Europe
and the 1994 Product Lines acquisition.
General
Backlog - Consolidated backlog increased to $238 million at
September 30, 1995 compared with $217 million at September 30, 1994.
Backlog for the Domestic Controls segment increased to $196 million at
September 30, 1995 compared with $181 million a year ago. Within the
Domestic Controls segment, this increase is primarily due to the
acquisition of the new Product Lines.
<PAGE>
International Controls segment backlog was $42.0 million at
September 30, 1995 compared with $35.9 million a year ago, with the
increase principally reflecting the recovery of capital goods markets in
Europe. Approximately $1.7 million of this increase resulted from the
strengthening of foreign currencies, principally the Deutsche Mark,
relative to the U.S. dollar from 1994 to 1995.
1994 Acquisition - On June 17, 1994, Moog acquired the hydraulic and
mechanical actuation product lines (the Product Lines) of AlliedSignal Inc.
located in Torrance, California. Mechanical actuators include drive systems
for the leading edge flaps on the F/A-18 C/D, F/A-18 E/F, V-22 Osprey and
Boeing 777, and hydraulic actuators include the primary flight controls for
the Boeing 747 and 757 and the Airbus A330 and A340. The acquisition
strengthened Moog's position in the actuation market and improved
utilization of existing manufacturing facilities and overhead structure.
The Product Lines added revenues of approximately $95 million in 1995. The
final purchase price for the Product Lines, including payment for specified
transition services, was $68.8 million based upon finalization of the net
book value of assets transferred. The transition services principally
related to computer services, engineering, and manufacturing support for a
period of approximately one year.
December 1995 Acquisition - On December 15, 1995 the Company acquired
the servovalve product line of Ultra Hydraulics Limited (Ultra). Ultra is
located in the United Kingdom, and in its latest fiscal year had worldwide
sales of just under $5 million. This product line traces its history back
to a license granted by Moog in the 1950's. Over the past thirty years, the
Ultra product line has benefited from numerous refinements to the original
Moog designs, and has developed a valuable customer network.
Environmental Matters - The Company, over the past five years, has
been named as a potentially responsible party (PRP) with respect to three
Superfund sites. The clean up actions with regard to the three Superfund
sites has been completed, and the Company's share of the related financial
accommodations was not significant. No further actions have been initiated
by Federal or State regulators. In addition, the Company was notified in
August 1993 by a PRP group at a site related to one of the Superfund sites
referenced above that it will seek contribution from the Company to the
extent the PRP group is responsible for remediation costs. The Company is
also in the process of voluntarily remediating an area identified in 1994
at a Company-owned facility leased to a third party.
At September 30, 1995, the Company believes that adequate reserves
have been established for environmental issues, and does not expect these
environmental matters will have a material effect on the financial position
of the Company in excess of amounts previously reserved.
Foreign Exchange - The Company's International activities are
conducted in more than ten countries. This generally helps to reduce the
level of exposure of foreign currency movements on operating results.
Defense Contracting Environment - Current industry conditions continue
to represent significant challenges for the Company. Slightly less than
half of the Company's sales are to either the U.S. Government or various
foreign governments for military and space hardware on programs that extend
over many years. The Company shares risks of cancellation as a participant
in these programs similar to the risks assumed by all government
contractors.
<PAGE>
Many of the Company's products are on the leading edge of new
technologies. Development problems on projects on which the Company is
performing under fixed-price contracts and is unable to recover the
additional costs are part of the risks of being on the forefront of such
technology. In this regard, the Company's risk of technical development and
design problems is similar to other high-technology companies. Since the
production of these products involves highly precise, complex operations
and vendor supplied component parts, a similar risk exists for products in
the production phase.
Continued Government emphasis on audit and investigative activity in
the U.S. Defense Industry presents risks of unanticipated financial
exposure for companies with substantial activity in Government contract
work. The audit process is an on-going one which includes post-award
reviews and audits of compliance with the various procurement requirements.
Although Government regulations provide that under certain circumstances a
contractor may be fined, penalized, have its progress payments withheld or
be debarred from contracting with the Government, the Company does not
anticipate a material financial impact from the various and on-going
procurement reviews. The Company believes that adequate reserves have been
established for any issues on which financial exposure is known and
quantifiable as of September 30, 1995.
The last 30 years have produced a continuing stream of opportunities
for the Company on precision hydraulic servosystems. However, continual
improvements in the power density of electric motors and the current
carrying capacity of controller circuitry continually erode the application
base for hydraulic controls. Recognizing this phenomenon, the Company
broadened its purview and is a supplier of high performance industrial
control systems rather than just a supplier of components for hydraulic
systems. The industrial world today is shifting to digital control for
increased functionality. The Company plans to provide increasingly
intelligent digital control as part of its electric drive systems and as a
complement to its hydraulic controls. The Company's objective is to offer
the world's most advanced systems capability together with the world's
highest performance hydraulic and electric drives, to manufacture these
products in world class facilities and to present them to markets around
the world through a network of sales and application engineering
subsidiaries.
<PAGE>
ITEM 8. Financial Statements and Supplementary Data.
<TABLE>
<CAPTION>
MOOG INC.
Consolidated Statements of Income
(dollars in thousands except per share data)
Years ended September 30 1995 1994 1993
<S> <C> <C> <C>
NET SALES $ 374,284 $ 307,370 $ 293,680
OTHER INCOME 2,166 2,489 2,663
__________ __________ __________
376,450 309,859 296,343
__________ __________ __________
COSTS AND EXPENSES
Cost of sales 265,033 213,530 206,985
Research and development expenses 15,783 18,668 16,128
Selling, general and administrative expenses 68,457 58,324 52,723
Interest expense 17,492 11,402 10,974
Foreign currency exchange loss (gain) 143 (451) 60
Other expenses 752 665 853
Inventory obsolescence charge (note 4) - 2,574 -
Restructuring charges (note 10) - 2,107 -
__________ __________ __________
367,660 306,819 287,723
__________ __________ __________
EARNINGS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 8,790 3,040 8,620
INCOME TAXES (note 9) 1,029 1,422 3,502
__________ __________ __________
EARNINGS BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE 7,761 1,618 5,118
EXTRAORDINARY ITEM, LOSS FROM EARLY EXTINGUISHMENT OF DEBT,
NET OF INCOME TAXES OF $119 (note 7) - - (357)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (note 9) - 505 -
__________ __________ __________
NET EARNINGS $ 7,761 $ 2,123 $ 4,761
========== ========== ==========
<PAGE>
NET EARNINGS PER COMMON SHARE:
Before extraordinary item and cumulative effect of
change in accounting principle $ 1.00 $ .21 $ .66
Extraordinary item - - (.04)
Cumulative effect of change in accounting principle - .06 -
__________ __________ __________
Net earnings $ 1.00 $ .27 $ .62
========== ========== ==========
AVERAGE COMMON SHARES OUTSTANDING 7,721,927 7,714,444 7,713,465
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION> MOOG INC.
Consolidated Balance Sheets
(dollars in thousands) As of September 30 1995 1994
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 7,576 $ 7,561
Receivables, net (note 3) 148,915 144,197
Inventories (note 4) 86,176 78,642
Deferred income taxes 16,816 15,392
Prepaid expenses and other current assets 2,275 8,445
_________ _________
TOTAL CURRENT ASSETS 261,758 254,237
PROPERTY, PLANT AND EQUIPMENT, net (notes 5,
7, and 8) 139,131 146,472
INTANGIBLE ASSETS, net of accumulated
amortization of $3,213 in 1995, and
$1,520 in 1994 16,310 18,154
OTHER ASSETS 7,758 5,593
_________ _________
TOTAL ASSETS $ 424,957 $ 424,456
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable (note 6) $ 6,606 $ 9,569
Current installments of long-term debt and
convertible subordinated debentures (note 7) 7,080 15,201
Accounts payable 25,781 21,339
Accrued salaries, wages and commissions 21,065 20,641
Contract loss reserves 12,872 14,964
Other accrued liabilities 11,433 11,605
Customer advances 9,936 10,070
_________ _________
TOTAL CURRENT LIABILITIES 94,773 103,389
LONG-TERM DEBT, excluding current
installments (note 7) 158,075 160,006
LONG-TERM PENSION OBLIGATION (note 11) 23,794 20,093
OTHER LONG TERM LIABILITIES 430 1,195
DEFERRED INCOME TAXES 19,674 16,671
CONVERTIBLE SUBORDINATED DEBENTURES, excluding
current installments (note 7) 18,000 19,400
MINORITY INTEREST IN SUBSIDIARY COMPANY 1,575 1,518
_________ _________
TOTAL LIABILITIES 316,321 322,272
_________ _________
COMMITMENTS AND CONTINGENCIES (note 16) - -
SHAREHOLDERS' EQUITY (see page 29 and notes 11, 12, and 13)
9% Series B Cumulative, Convertible,
Exchangeable Preferred stock - Par Value $1.00
Authorized 10,000,000 shares. Issued 100,000
shares. 100 100
<PAGE>
Common Stock - Par Value $1.00
Class A - Authorized 30,000,000 shares. Issued
6,599,206 shares in 1995 and in 1994. 6,599 6,599
Class B - Authorized 30,000,000 shares. Convertible
to Class A on a one for one basis. Issued
2,534,917 shares in 1995 and in 1994. 2,535 2,535
Additional paid-in capital 47,709 47,737
Retained earnings 64,125 56,373
Treasury shares (17,841) (17,929)
Equity adjustments 6,158 7,867
Loan to Savings and Stock Ownership Plan (749) (1,098)
_________ _________
TOTAL SHAREHOLDERS' EQUITY 108,636 102,184
_________ _________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 424,957 $ 424,456
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
MOOG INC.
Consolidated Statements of Cash Flows
<CAPTION>
(dollars in thousands) Years ended September 30 1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 7,761 $ 2,123 $ 4,761
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 19,675 15,700 15,621
Provisions for losses 3,761 5,860 5,839
Deferred income taxes 1,565 4,926 (211)
Other (84) 418 40
Change in assets and liabilities providing
(using) cash:
Receivables (7,876) (10,813) (2,906)
Inventories (8,627) (1,376) (969)
Other assets 952 (4,844) 1,665
Accounts payable and accrued expenses (3,454) 3,520 (12,059)
Other liabilities 1,381 (4,290) 3,094
Accrued income taxes 265 (1) (353)
Customer advances (144) (127) (1,384)
________ ________ ________
NET CASH PROVIDED BY OPERATING ACTIVITIES 15,175 11,096 13,138
________ ________ ________
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Product Lines, including 1995
purchase price settlement (note 2) 9,200 (78,000) -
Purchase of property, plant and equipment (9,974) (7,741) (9,887)
Proceeds from sale of assets 362 527 9,538
Payments received on loan to Savings and Stock
Ownership Plan 349 176 161
________ ________ ________
NET CASH USED IN INVESTING ACTIVITIES (63) (85,038) (188)
________ ________ ________
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in notes payable (2,738) (10,635) (486)
Proceeds from revolving lines of credit - 70,000 31,852
Payments on revolving lines of credit (1,000) (151) (21,521)
Proceeds from issuance of long-term debt 7,610 69,695 1,686
Payments on long-term debt (17,484) (63,276) (15,419)
Redemption of convertible subordinated debentures (1,400) (1,282) (177)
<PAGE>
Dividends paid (9) (9) (9)
Proceeds from issuance of treasury stock 60 30 -
________ ________ _________
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (14,961) 64,372 (4,074)
________ ________ _________
Effect of exchange rate changes on cash (136) (317) 466
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 15 (9,887) 9,342
Cash and cash equivalents at beginning of year 7,561 17,448 8,106
________ ________ _________
Cash and cash equivalents at end of year $ 7,576 $ 7,561 $ 17,448
======== ======== =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 17,598 $ 11,359 $ 10,830
Income taxes, net of refunds (3,189) 367 2,405
Non-cash investing and financing activities:
Equity adjustment from change in pension
liability versus unrecognized prior service
cost (note 11) 1,231 5,568 (5,523)
Adjustment required to recognize minimum
pension liability (note 11) 1,083 (5,654) 5,704
Leases capitalized net of leases terminated 260 1,160 401
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION> MOOG INC.
Consolidated Statements of Shareholders' Equity
(dollars in thousands except per share data)
Years ended September 30 1995 1994 1993
<S> <C> <C> <C>
PREFERRED STOCK (note 13) $ 100 $ 100 $ 100
________ ________ ________
COMMON STOCK (note 13) 9,134 9,134 9,134
________ ________ ________
ADDITIONAL PAID-IN CAPITAL
Beginning of year 47,737 47,780 47,780
Issuance of Treasury Shares at less than cost (28) (43) -
________ ________ ________
End of year 47,709 47,737 47,780
________ ________ ________
RETAINED EARNINGS
Beginning of year 56,373 54,259 49,507
Net earnings 7,761 2,123 4,761
Preferred dividends ($.09 per share in 1995,
1994 and 1993) (9) (9) (9)
________ ________ ________
End of year 64,125 56,373 54,259
________ ________ ________
TREASURY SHARES, AT COST*
Beginning of year (17,929) (18,002) (18,002)
Shares issued related to options (1995 - 6,000
Class A Shares and 1,000 Class B Shares;
1994 - 5,500 Class A Shares) 88 73 -
________ ________ ________
End of year (17,841) (17,929) (18,002)
________ ________ ________
EQUITY ADJUSTMENTS
Beginning of year 7,867 564 10,290
Adjustment from foreign currency translation,
net of applicable deferred taxes of $330 in
1995 and 1994, and $362 in 1993** (478) 1,735 (4,203)
Adjustment from change in pension liability versus
unrecognized prior service cost (1,231) 5,568 (5,523)
________ ________ ________
End of year 6,158 7,867 564
________ ________ ________
<PAGE>
LOAN TO SAVINGS AND STOCK OWNERSHIP PLAN (SSOP) (note 11)
Beginning of year (1,098) (1,274) (1,435)
Payments received on loan to SSOP 349 176 161
________ ________ ________
End of year (749) (1,098) (1,274)
________ ________ ________
TOTAL SHAREHOLDERS' EQUITY $108,636 $102,184 $ 92,561
*Class A Common Stock in treasury: 550,968 shares as of September 30, 1995; 557,055 shares as of
September 30, 1994; 562,555 shares as of September 30, 1993.
Class B Common Stock in treasury: 857,103 shares as of September 30, 1995; 858,103 shares as of
September 30, 1994 and 1993.
**End of year balance includes cumulative foreign currency translation of 1995 - $7,487; 1994 -
$7,965; 1993 - $6,230; and cumulative minimum pension liability adjustments of 1995 - ($1,329);
1994 - ($98); 1993 - ($5,666). Included in adjustment from foreign currency translation are
aggregate deferred losses of $1,138 in 1995, $317 in 1994, and $228 in 1993 related to hedging net
investments in, and long term advances to, various international subsidiaries.
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
Notes To Consolidated Financial Statements
(dollars in thousands except per share data)
Note 1 - Summary of Significant Accounting Policies
Consolidation: The consolidated financial statements include the
accounts of Moog Inc. and all of its U.S. and International subsidiaries.
All significant intercompany balances and transactions have been eliminated
in consolidation. Certain reclassifications have been made to conform the
prior years financial statements with the 1995 presentation.
Cash and Cash Equivalents: All highly liquid investments with
an original maturity of three months or less are considered cash
equivalents.
Revenue Recognition: The percentage of completion (cost-to-cost)
method of accounting is followed for long-term contracts. Under this
method, revenues are recognized as the work progresses toward completion.
Contract incentive awards affect earnings when the amounts can be
determined. For contracts with anticipated losses at completion, the
projected loss is accrued. Revenues other than on long term contracts are
recognized as units are delivered.
Inventories: Inventories are stated at the lower of cost or market
using the first-in, first-out (FIFO) method of valuation. Consistent with
industry practice, aerospace related inventories include amounts relating
to contracts having long production and procurement cycles, portions of
which are not expected to be realized within one year.
Foreign Currency: Foreign subsidiary assets and liabilities are
translated using rates of exchange as of the balance sheet date and the
statements of income are translated at the average rates of exchange for
the year. Gains and losses resulting from translation and hedging of net
investments in, or long term advances to, foreign subsidiaries are
accumulated in the equity section as "Equity Adjustments." Gains and losses
resulting from foreign currency transactions are included in income.
Depreciation and Amortization: Plant and equipment are depreciated
principally using the straight-line method over the estimated useful lives
of the assets. Leasehold improvements and assets considered capital leases
are amortized on a straight-line basis over the term of the lease or the
estimated useful life of the asset, whichever is shorter. Debt issuance
costs are amortized over the term of the related debt agreements.
Intangibles associated with acquisitions are amortized over their
estimated useful lives, generally 7 to 12 years. The Company annually
reviews acquisition related intangibles for impairment. The method used to
determine whether such intangibles have been impaired is generally based
upon forecasted undiscounted cash flows.
Income Taxes: The Company adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes," in 1994. The
Company separately reported the cumulative effect of the adoption of SFAS
No. 109 in the Consolidated Statements of Income.
Under the asset and liability method of SFAS No. 109, deferred tax
assets and liabilities are recognized for future tax consequences
<PAGE>
Note 1 - (continued)
attributed to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Under
the previously used asset and liability method of SFAS No. 96, deferred tax
assets and liabilities were recognized for all events that had been
recognized in the financial statements, with generally no consideration of
any future events in calculating deferred taxes.
Note 2 - Acquisition
On June 17, 1994, the Company acquired the hydraulic and mechanical
actuation product lines (the Product Lines) of AlliedSignal Inc., located
in Torrance, California. The Product Lines include mechanical drive systems
for leading edge flaps and hydraulic servoactuators for primary and
secondary flight controls used on a wide variety of commercial and military
aircraft. The purchase price for the Product Lines, including payment for
specified transition services, was $68,800 based upon finalization of the
net assets transferred. The acquisition has been accounted for under the
purchase method, and accordingly, the operating results for the Product
Lines have been included in the Consolidated Statements of Income since the
date of acquisition. The cost of the acquisition was allocated on the basis
of the estimated fair value of assets acquired and the liabilities assumed.
The acquisition was financed with proceeds from a Revolving Credit and
Term Loan Agreement with a banking group (Note 7). The acquisition resulted
in Product Line intangible assets, as adjusted for the final purchase price
allocation, of $14,565, which are being amortized over a 12 year period.
The following summary, prepared on a pro-forma basis, combines the
unaudited consolidated results of operations as if the Product Lines had
been acquired at the beginning of the periods presented. The pro-forma
consolidated results include the impact of certain adjustments, including
amortization of intangibles, increased interest expense on acquisition
debt, and related income tax effects.
(Unaudited) 1994 1993
Net sales $ 375,545 $ 394,130
Net earnings before extraordinary item and
cumulative effect of change in accounting
principle 6,916 7,461
Net earnings 7,421 7,104
Earnings per share $ .96 $ .92
The pro-forma results are not necessarily indicative of what actually
would have occurred if the acquisition had been in effect for the periods
presented.
<PAGE>
Note 3 - Receivables
Receivables consist of:
September 30 1995 1994
Long term contracts:
Amounts billed $ 38,542 $ 35,168
Unbilled recoverable costs and profits 61,400 63,151
Unbilled costs and profits subject to
negotiation 116 571
__________ __________
Total long-term contract receivables 100,058 98,890
Trade 45,582 40,679
Refundable income taxes 3,331 5,504
Other 1,323 617
__________ __________
Total receivables 150,294 145,690
Less allowance for doubtful accounts (1,379) (1,493)
__________ __________
Receivables, net $ 148,915 $ 144,197
The long term contract amounts are primarily associated with prime
U.S. Government contractors and the major commercial aircraft
manufacturers. These amounts include retainage in accordance with the terms
of the contracts. Unbilled costs and profits subject to negotiation
represent claims on terminated contracts. Substantially all unbilled
amounts are expected to be collected within one year. In situations where
billings exceed revenues recognized, the excess is included in customer
advances.
Note 4 - Inventories
Inventories consist of the following:
September 30 1995 1994
Raw materials and purchased parts $ 23,028 $ 19,356
Work in process 52,839 48,517
Finished goods 10,309 10,769
_________ _________
$ 86,176 $ 78,642
In 1994, the Company incurred a pre-tax charge of $2,574 to write off
obsolete Domestic Controls segment inventory. The special charge reflected
a decline in repair activities and spare parts requirements on various
government programs.
<PAGE>
Note 5 - Property, Plant and Equipment
Property, plant and equipment consists of:
September 30 1995 1994
Land $ 7,864 $ 7,870
Buildings and improvements 89,323 87,124
Machinery and equipment 212,026 207,769
________ ________
Property, plant and equipment, at cost 309,213 302,763
Less accumulated depreciation and
amortization (170,082) (156,291)
________ ________
Property, plant and equipment, net $139,131 $146,472
Note 6 - Notes Payable
The Company maintains short term lines of credit with various banks
throughout the world. The short term credit lines are principally demand
lines and subject to revision by the banks. At September 30, 1995, $6,606
of notes payable to banks at an average rate of 7.4% were outstanding under
these lines of credit. During 1995, an average of $8,355 in notes payable
were outstanding at an average interest rate of 8.1%. These short term
lines of credit, along with $39,701 available on the amended long term U.S.
revolving credit agreement detailed in Note 7, provide credit availability
amounting to $56,900. Commitment fees are charged on some of these
arrangements based on a percentage of the unused amounts available.
Note 7 - Long Term Debt and Subordinated Debentures
Long-Term Debt consist of the following:
September 30 1995 1994
U.S. revolving credit agreement $ 95,299 $ 70,000
U.S. term loan agreements 30,000 67,000
10-1/4% Note 18,350 20,000
International and other U.S. term loan
agreements 16,452 13,359
Obligations under capital leases 3,654 3,448
________ ________
163,755 173,807
Less current installments:
Long-term debt 4,859 12,978
Capital lease obligations 821 823
________ ________
Long term debt excluding current installments $158,075 $160,006
Subordinated Debentures consist of the following:
September 30 1995 1994
Subordinated debentures 19,400 20,800
Less current installment 1,400 1,400
Subordinated debentures excluding current ________ ________
installment 18,000 19,400
<PAGE>
Note 7 - (continued)
The U.S. Revolving Credit and Term Loan Agreement (Agreement) was
amended in November 1995, increasing the facility to $165,000,which
consists of a $135,000 revolving credit facility and a $30,000 term loan.
The original facility, entered into in June 1994 to finance the acquisition
of the Product Lines and to refinance existing debt, was a $151,750 total
facility consisting of an $84,750 revolving credit facility and a $67,000
term loan. The amended revolving credit facility is for a five year period
which expires in October 2000. The amended term loan is for six years
through July 2001, with quarterly principal payments of $1,500 commencing
October 1, 1996. As a result of this amendment $ 6,930 otherwise due in
1996 was converted to long term and has been classified as such on the
September 30, 1995 Consolidated Balance Sheet.
Interest on the Agreement is LIBOR plus 1.75%. In order to provide for
interest rate protection, the Company has entered into interest rate swap
agreements for $100,000, effectively converting this amount to fixed rate
debt averaging 8.0%. The swaps expire at various times from June 1996
through July of 1998.
The 10-1/4% Note has quarterly principal payments of $550 through
October 1, 1995, increasing to $700 on January 1, 1996 and $750 on
January 1, 1997, with a final payment due in July 2001.
Both the Agreement and the Note contain various covenants which, among
others, specify minimum interest and payment coverage, maintenance of
tangible net worth, required working capital and current ratio levels, and
limit liabilities in relation to tangible net worth. The Agreement
prohibits payment of cash dividends on common stock. The Agreement and the
Note are secured by substantially all of the Company's U.S. assets and the
common shares of all Domestic and International subsidiaries. The Agreement
and the Note will convert to unsecured arrangements when the Company has
three consecutive quarters whereby the ratio of consolidated liabilities to
tangible net worth is less than 200%.
International and other U.S. term loan agreements of $16,452 at
September 30, 1995 consist principally of financing provided by various
banks to individual International subsidiaries. These term loans are being
repaid through 2004, and carry interest rates ranging from 2.6% to 14.3% in
1995 and 2.875% to 16.1% in 1994.
Convertible subordinated debentures at 9-7/8% are subordinated in
right of payment to all senior indebtedness, as defined, and are
convertible, subject to prior redemption, into shares of Class A Common
Stock at $22.88 per share at any time up to and including the maturity date
of January 15, 2006. At September 30, 1995, the debentures are convertible
into 847,902 shares of Class A Common Stock (Note 13). The debentures are
redeemable at the option of the Company, at any time, in whole or in part,
at 100% of their principal amount. The quoted market price of the
debentures at September 30, 1995 and 1994, was 102 and 100, respectively.
Maturities of long-term debt and subordinated debentures for the next
five years are $7,080 in 1996, $13,600 in 1997, $18,322 in 1998, $12,663 in
1999, $107,578 in 2000, and $23,912 thereafter.
In the first quarter of 1993, the Company extinguished $10,186 of
12-7/8% Domestic long-term debt prior to its scheduled maturity in order to
take advantage of a decline in U.S. interest rates. Funds from existing
<PAGE>
credit facilities were used to accomplish the extinguishment. The cost of
the extinguishment was $357, net of $119 in income tax benefits, and was
recorded as an extraordinary charge in the Consolidated Statement of
Income.
At September 30, 1995, the Company has pledged assets with a net book
value of $265,425 as security for long-term debt.
Note 8 - Leases
The Company leases certain facilities and equipment under various
lease arrangements. Such arrangements generally include fair market value
renewal and/or purchase options. Some of the capital leases (primarily land
and buildings) allow for the Company to purchase the asset at a nominal
price upon expiration. Substantially all leases provide that the Company
pay applicable taxes, maintenance, insurance, and certain other operating
expenses. Amortization of assets recorded as capital leases is included
with depreciation and amortization of plant and equipment. Assets under
leases that have been accounted for as capital leases and included in
property, plant and equipment are summarized as follows:
September 30 1995 1994
Capital leases at cost $ 6,945 $ 6,861
Less accumulated amortization (2,841) (2,534)
________ ________
Net assets under capital leases $ 4,104 $ 4,327
Rent expense under operating leases amounted to $6,957 in 1995, $7,049
in 1994 and $6,366 in 1993. Future minimum rental payments required under
noncancelable operating leases are $5,680 in 1996, $4,536 in 1997, $3,697
in 1998, $2,982 in 1999, $2,372 in 2000, and $10,832 thereafter.
The Company subleases various facilities to third parties. Gross
rental income from such activities was $1,535 in 1995, $1,247 in 1994, $780
in 1993. Future minimum rental income under noncancelable operating leases
is $1,135 in 1996, $610 in 1997, $170 in 1998.
Interest expense includes $217 in 1995, $261 in 1994 and $715 in 1993
attributable to obligations under capital leases.
Note 9 - Income Taxes
The Company adopted SFAS No. 109 "Accounting for Income Taxes" in
1994. SFAS No. 109 supersedes SFAS No. 96 "Accounting For Income Taxes."
The impact of adopting SFAS No. 109 on the Consolidated Statement of Income
was to increase 1994 earnings by $505, which was recorded as a cumulative
effect of change in accounting principle.
The reconciliation of the provision for income taxes with the amount
computed by applying the U.S. federal statutory tax rate of 34% to earnings
before income taxes, extraordinary item and cumulative effect of change in
accounting principle is as follows:
<PAGE>
Note 9 - (continued)
1995 1994 1993
Earnings before income taxes,
extraordinary item and cumulative effect
of change in accounting principle:
Domestic $ 6,042 $ 6,054 $ 10,376
Foreign 2,967 (3,440) (1,741)
Eliminations (219) 426 (15)
_____________________________
Total $ 8,790 $ 3,040 $ 8,620
Computed expected tax expense $ 2,988 $ 1,034 $ 2,931
Increase (decrease) in income taxes
resulting from:
Foreign tax rates 356 (419) 402
Deferred tax rate differential - - (1,092)
Nontaxable FSC earnings (280) (350) (325)
State taxes net of federal benefit 226 79 168
Change in beginning of the year
valuation allowance (765) (420) -
Utilization of net operating losses (2,136) - -
Limitation on benefits from foreign
net operating losses 192 1,054 1,498
Other 448 444 (80)
_____________________________
Income taxes $ 1,029 $ 1,422 $ 3,502
=============================
Effective income tax rate 11.7% 46.8% 40.6%
At September 30, 1995, certain International subsidiaries had net
operating loss carryforwards totalling $4,254. These loss carryforwards do
not expire and can be used to reduce current taxes otherwise due on future
earnings of those subsidiaries.
Accumulated undistributed earnings of International subsidiaries
intended to be permanently reinvested are $19,021 at September 30, 1995. If
such earnings were remitted to the Company, income taxes, based on the
applicable current rates, would be payable after reductions for any foreign
taxes previously paid on such earnings and subject to applicable
limitations.
The components of income taxes excluding the extraordinary item and
cumulative effect of change in accounting principle are as follows:
1995 1994 1993
Current:
Federal $ (828) $ (3,255) $ 1,320
Foreign 292 (249) 2,180
State - - 213
_____________________________
Total current (536) (3,504) 3,713
_____________________________
<PAGE>
Note 9 - (continued)
Deferred:
Federal $ 2,466 5,440 305
Foreign (1,243) (634) (558)
State 342 120 42
_____________________________
Total deferred 1,565 4,926 (211)
_____________________________
Total income taxes $ 1,029 $ 1,422 $ 3,502
The tax effects of temporary differences that generated deferred tax
assets and liabilities are detailed in the following table. Realization of
deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible. Management considers projected future taxable income and tax
planning strategies in making this assessment.
1995 1994
Deferred tax assets:
Contract loss reserves not currently
deductible $ 5,890 $ 5,575
Net operating loss carryforwards 2,578 3,730
Accrued vacation 4,440 3,621
Deferred compensation 4,099 3,212
Accrued expenses not currently deductible 2,392 2,698
Inventory 3,031 2,436
Other 62 845
________ ________
Total gross deferred tax assets 22,492 22,117
Less: Valuation reserve (3,366) (5,223)
________ ________
Net deferred tax assets 19,126 16,894
________ ________
Deferred tax liabilities:
Differences in bases and depreciation
of property, plant and equipment 20,720 13,591
Intangible assets - 2,832
Prepaid pension 552 884
Other 712 866
________ ________
Total gross deferred tax liabilities 21,984 18,173
________ ________
Net deferred tax liabilities $ 2,858 $ 1,279
Net deferred taxes are presented in the accompanying Consolidated
Balance Sheets as follows:
1995 1994
Noncurrent deferred tax liabilities $ 19,674 $ 16,671
Current deferred tax assets 16,816 15,392
________ ________
Net deferred tax liabilities $ 2,858 $ 1,279
In 1993, deferred taxes resulted from differences in the tax and
financial accounting for depreciation, restructuring charges, and estimated
losses on contracts and inventories.
<PAGE>
Note 10 - Restructuring Charges
In 1994, the Company provided $2,107 in pre-tax restructuring charges,
with $890 related to the Domestic Controls segment and $1,217 related to
the International Controls segment. The restructuring actions were taken in
response to U.S. defense spending reductions and the persistently weak
capital goods markets in Europe. The restructuring charge included $1,757
of severance benefit costs relating to work force reductions totalling 140
employees in the Company's operations in the United States, England,
Germany and Denmark. The Company has completed the work force reductions by
September 30, 1995. The total severance related charges were paid in their
entirety by September 30, 1995. A charge of $350 was also recorded and paid
for the termination of a long term operating lease in September 1994.
Note 11 - Employee Benefit Plans
Employee and management profit share plans provide for the computation
of profit share based on net earnings as a percent of net sales multiplied
by base wages, as defined. The profit share plan was suspended for 1995.
Profit share expense was $459 in 1994 and $1,119 in 1993.
The Company has a Savings and Stock Ownership Plan (SSOP) which
includes an Employee Stock Ownership Plan (ESOP). As one of the investment
alternatives, participants in the SSOP can acquire Company stock at market
value, with the Company providing a 25% share match. The SSOP purchase of
the matching Class B shares was funded by a Company loan. The loan is
repaid with Company contributions. Interest on the loan is computed at the
Company's U.S. Revolving Credit and Term Loan borrowing rate. Shares are
allocated and compensation expense is recognized as the employer share
match is earned. Compensation expense was $446 in 1995, $180 in 1994 and
$161 in 1993. Class B shares allocated to ESOP participants for 1995, 1994
and 1993 were 23,397, 12,236 and 10,891, respectively. At September 30,
1995, 502,382 Class B Common Shares were owned by the SSOP participants,
including the Company match, representing 30% of the issued and outstanding
Class B shares. An additional 50,779 Class B shares related to the Company
match remain to be allocated to participants. The SSOP began purchasing
shares of Class A Common Stock in 1995 in addition to the Class B Common
Stock. At September 30, 1995, a total of 63,947 Class A Common Shares were
owned by the SSOP participants, representing 1% of Class A Common Shares
issued and outstanding. All SSOP shares, both allocated and those remaining
to be allocated, are considered outstanding for calculating earnings per
share.
In 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions." Under SFAS No. 106, the cost of
postretirement benefits other than pensions must be recognized as employees
perform services to earn the benefits, instead of when benefits are paid,
as had been the practice in 1993 and prior years. Postretirement health
care benefits for U.S. employees are the only costs that need to be accrued
by the Company in accordance with SFAS No. 106. Substantially all of the
Company's U.S. employees hired prior to March 1, 1989 will become eligible
for benefits when they reach normal retirement age while working for the
Company. Further, changes in the Company's health care plans have limited
the amount of retiree health care benefits to employees who retire after
October 1, 1989.
<PAGE>
Note 11 - (continued)
The 1995 SFAS No. 106 cost of $1,011 included $119 for service cost,
$599 for interest cost and $394 for amortization of the October 1, 1993
transition obligation over a twenty year period and ($101) for the
amortization of actuarial gains and losses. The 1994 cost of $1,075 was
comprised of $103 for service cost, $577 for interest cost and $395 for the
amortization of the transition obligation. The health care costs for
retirees expensed in 1993 was $741, based on expensing claims as paid.
The discount rate assumed at September 30, 1995 was 7.75% compared
with the 9.0% rate used to determine the September 30, 1994 obligation. In
June 1994, the Company's SFAS No. 106 obligation increased by $569 due to
the acquisition of the Product Lines (Note 2). For pre October 1, 1989
retiree's, the health care cost trend rates assumed are 2.5% per year for
qualified employees who are presently under 65 years of age, and 11.0% in
1996, 10.0% in 1997 and 2.5% for 1998 and all subsequent years for Plan
participants who are currently older than 65 years of age. Premiums for
post October 1, 1989 retiree's are frozen and no trend schedule is applied.
The effect of a one percentage point increase in the assumed health care
cost trend rate would increase the accumulated postretirement benefit
obligation as of September 30, 1995 by approximately 3.8%, and increase the
aggregate of the service and interest cost components of net annual
postretirement benefit cost by approximately 3.3%.
A reconciliation of the funded status of the plan with the accrued
liability at September 30, 1995 is shown below. There were no Plan Assets
at September 30, 1995 or 1994.
September 30 1995 1994
Accumulated Postretirement Benefit Obligation (APBO)
- Inactives $ (5,307) $ (4,414)
- Actives fully eligible (367) (342)
- Actives not fully eligible (2,724) (2,167)
_________ _________
Total APBO (Funded Status) (8,398) (6,923)
Unrecognized Transition Obligation 7,098 7,493
Unrecognized Gains (158) (1,498)
_________ _________
Accrued Postretirement Benefit Cost $ (1,458) $ (928)
The Company maintains defined benefit and defined contribution plans
covering substantially all employees. With the exception of certain
International subsidiaries, the Company funds defined benefit pension costs
accrued, including amortization of prior service costs, over a 15-year
period. Plan Assets where applicable, consist primarily of government
obligations and publicly traded stocks, bonds and mutual funds.
At September 30, 1995 and 1994, the minimum pension liability adjustments
were $2,072 and $989, respectively. This liability is offset by an
intangible asset of $743 in 1995 and $891 in 1994 and a reduction of
shareholders' equity of $1,329 in 1995, and $98 in 1994. The 1995 and 1994
minimum pension liability adjustment reflects the change in the discount
rate for measuring U.S. plan obligations. At September 30, 1995, the
discount rate for the U.S. was decreased to 7.75% from 9.0% at
September 30, 1994. The comparable discount rate at September 30, 1993 was
7.5%.
<PAGE>
Note 11 - (continued)
The tables below set forth the funded status of the domestic and
foreign defined benefit plans at September 30, 1995, 1994, and pension
expense in 1995, 1994 and 1993 for all plans. Principal actuarial
assumptions weighted for all plans are:
1995 1994
Discount rate 7.4% 8.7%
Return on assets 8.2% 8.9%
Rate of compensation increase 3.6% 3.3%
<PAGE>
Note 11 - (continued)
<TABLE>
Funded Status of Defined Benefit Plans at September 30, 1995 and 1994:
<CAPTION>
1995 1994
_____________________________________________________ ___________________________________________
U.S. Employee U.S. Employee Other
Plan with Other Other Plan with Other Plans Plans with
Accumulated Plans with Plans with Assets in with Assets Accumulated
Benefits in Assets in Excess Accumulated Excess of in Excess of Benefits in
Excess of of Accumulated Benefits in Excess Accumulated Accumulated Excess of
Assets Benefits of Plan Assets Benefits Benefits Plan Assets
<S> <C> <C> <C> <C> <C> <C>
Accumulated benefit
obligation - Vested $ 97,791 $ 3,685 $ 13,453 $ 77,075 $ 3,528 $ 11,852
- Nonvested 573 - 3,599 313 - 3,361
_________ _________ _________ _________ _________ _________
- Total $ 98,364 $ 3,685 $ 17,052 $ 77,388 $ 3,528 $ 15,213
========= ========= ========= ========= ========= =========
Projected benefit
obligation (PBO) $ 106,854 $ 3,838 $ 22,175 $ 82,437 $ 3,675 $ 20,854
Plan assets at fair
value 97,773 4,741 1,653 84,793 4,068 1,585
_________ _________ _________ _________ _________ _________
Plan assets in excess
of (or less than) PBO (9,081) 903 (20,522) 2,356 393 (19,269)
Unrecognized cumulative
experience loss (gain) 12,290 (986) (1,667) 2,741 (615) (738)
Unrecognized net (asset)
liability from SFAS no. 87
adoption date, amortized
over 15 years (2,472) (2) 2,155 (2,840) (3) 2,453
Unrecognized prior service
cost 40 - 303 43 - 355
Adjustment required to
recognize minimum
liability (1,368) - (704) - - (989)
_________ _________ _________ _________ _________ _________
Accrued pension
(liability) asset $ (591) $ (85) $ (20,435) $ 2,300 $ (225) $ (18,188)
========= ========= ========= ========= ========= =========
</TABLE>
<PAGE>
Note 11 - (continued)
Pension Expense for 1995, 1994 and 1993:
1995 1994 1993
Service cost - benefits
earned during the year $ 4,523 $ 4,217 $ 3,940
Interest cost on projected
benefit obligation 9,019 8,472 7,836
Actual return on Plan assets (16,939) (3,017) (11,246)
Net amortization, deferral
and other 9,038 (3,005) 4,889
________ ________ ________
Pension expense for defined
benefit plans 5,641 6,667 5,419
Pension expense for other plans 317 383 265
________ ________ ________
Total Pension Expense $ 5,958 $ 7,050 $ 5,684
________ ________ ________
Note 12 - Stock Option Plans
The 1983 Non-Statutory Stock Option Plan granted options on Class B
Shares to directors, officers, and key employees. Stock appreciation rights
were granted in tandem with the options and are exercisable only to the
extent the options are exercised. The 1983 Incentive Stock Option Plan
granted options on Class A shares to officers and key employees. The Plans
terminated on December 31, 1992 and outstanding options expire no later
than ten years after the date of grant.
Options were granted at prices not less than market value on the date
of the grant. Shares under option are as follows:
Non-Statutory Incentive
Plan Plan
(Class B) (Class A)
Outstanding at September 30, 1992: 145,020 343,400
Granted in 1993 - ($5.625 per share) - 57,000
Cancelled in 1993 (5,304) (11,100)
_______ _______
Outstanding at September 30, 1993: 139,716 389,300
Cancelled or expired in 1994 (6,304) (3,800)
Exercised in 1994 - (5,500)
_______ _______
Outstanding at September 30, 1994: 133,412 380,000
Cancelled or expired in 1995 (500) (3,400)
Exercised in 1995 (1,000) (6,000)
_______ _______
Outstanding and exercisable
at September 30, 1995:
Class A ($5.625 to $10.50 per share) 370,600
Class B ($11.00 to $17.25 per share) 131,912
<PAGE>
Note 13 - Capital Stock
Class A and Class B Common Stock share equally in the earnings of the
Company, and are identical in most respects except (i) Class A has limited
voting rights, each share of Class A being entitled to one-tenth of a vote
on most matters and each share of Class B being entitled to one vote, (ii)
Class A shareholders are entitled to elect at least 25% of the Board of
Directors (rounded up to the nearest whole number) with Class B
shareholders entitled to elect the balance of the directors, (iii) cash
dividends may be paid on Class A without paying a cash dividend on Class B
and no cash dividend may be paid on Class B unless at least an equal cash
dividend is paid on Class A, and (iv) Class B shares are convertible at any
time into Class A on a one-for-one basis at the option of the shareholder.
The number of common shares issued reflects conversion of Class B to
Class A of 317 shares in 1994, and 373 shares in 1993. Convertible
subordinated debentures were also converted into 87 Class A shares in 1995.
Series B Preferred Stock is 9% Cumulative, Convertible, Exchangeable,
Preferred Stock with a $1.00 par value. Series B Preferred Stock consists
of 100,000 issued and outstanding shares, and are convertible into Class A
Common Shares. The Board of Directors may authorize, without further
shareholder action, the issuance of additional Preferred Stock which ranks
senior to both classes of Common Stock of the Company with respect to the
payment of dividends and the distribution of assets on liquidation. The
Preferred Stock, when issued, would have such designations relative to
voting and conversion rights, preferences, privileges and limitations as
determined by the Board of Directors.
Of the Class B common stock, 131,912 shares are reserved for issuance
under the 1983 Non-Statutory Stock Option Plan (note 12). Class A shares
reserved for issuance at September 30, 1995 are as follows:
Shares
Conversion of Class B to Class A shares 2,666,829
Conversion of 9-7/8% convertible subordinated
debentures (note 7) 847,902
1983 Incentive Stock Option Plan (note 12) 370,600
Conversion of Series B Preferred Stock to Class A shares 8,585
_________
3,893,916
Note 14 - Industry Segments
The Company's two industry segments, Domestic Controls and
International Controls, manufacture and market precision control systems
and components primarily for North America and for industrialized economies
in Europe and the Far East, respectively.
<PAGE>
Note 14 - (continued)
1995 1994 1993
Domestic Controls
Net Sales:
Government $ 163,714 $ 157,928 $ 147,532
Commercial 90,212 55,322 41,833
Intersegment sales 10,446 7,804 12,488
_________ _________ _________
Total sales $ 264,372 $ 221,054 $ 201,853
========= ========= =========
Operating profit (O.P.) $ 25,242 $ 20,373 $ 21,726
Inventory obsolescence and
restructuring charges included
in O.P. - 3,390 -
Net earnings 4,030 4,394 7,604
Identifiable assets 282,323 290,644 186,147
Capital expenditures 5,633 5,263 6,093
Depreciation expense 10,363 7,725 7,389
International Controls
Net Sales:
Government $ 18,064 $ 16,385 $ 19,240
Commercial 102,294 77,735 85,075
Intersegment sales 4,728 5,634 4,231
_________ _________ _________
Total sales $ 125,086 $ 99,754 $ 108,546
========= ========= =========
Operating profit (O.P.) $ 8,464 $ 1,135 $ 5,097
Inventory obsolescence and
restructuring charges included
in O.P. - 1,291 -
Net earnings (loss) 3,918 (2,366) (2,842)
Identifiable assets 120,499 100,261 100,902
Capital expenditures 3,977 3,019 2,888
Depreciation expense 5,337 5,129 5,996
Consolidated operations
Net Sales $ 374,284 $ 307,370 $ 293,680
Operating profit (O.P.) 33,706 21,508 26,823
Inventory obsolescence and
restructuring charges included
in O.P. - 4,681 -
Deductions from operating profit:
Interest expense 17,492 11,402 10,974
Currency loss (gain) 143 (451) 60
Corporate and other expenses 7,354 7,613 7,170
Eliminations (73) (96) (1)
_________ _________ _________
Total deductions 24,916 18,468 18,203
Earnings before income taxes,
extraordinary item and cumulative
effect of change in accounting
principle 8,790 3,040 8,620
Income taxes 1,029 1,422 3,502
_________ _________ _________
<PAGE>
Note 14 - (continued)
Earnings before extraordinary
item and cumulative effect of
change in accounting principle 7,761 1,618 5,118
Extraordinary item - - (357)
Cumulative effect of change in
accounting principle - 505 -
_________ _________ _________
Net earnings $ 7,761 $ 2,123 $ 4,761
========= ========= =========
Total identifiable segment
assets $ 402,822 $ 390,905 $ 287,049
Corporate assets 39,864 50,179 42,085
Eliminations (17,729) (16,628) (11,004)
_________ _________ _________
Total assets $ 424,957 $ 424,456 $ 318,130
Intersegment sales, which are transacted at appropriate arms length
transfer prices, have been eliminated in net sales. Operating profit is
total revenue less cost of sales and identifiable operating expenses. The
deductions from operating profit have been charged to the respective
segments by being directly identified with the segments or allocated on the
basis of assets or earnings.
Included in net sales for Domestic Controls is $136,261 in 1995,
$118,807 in 1994, and $125,369 in 1993, in sales to the U.S. government or
to prime U.S. government contractors. Net sales in 1994 and 1993 included
$38,752 and $37,200 respectively, for the B-2 Advanced Technology Bomber
with the Northrup Corporation.
Note 15 - Geographic Areas and Export Sales
United Europe Pacific & Corporate & Consol-
States Other Eliminations idated
Identifiable Assets:
1995 $282,323 $ 79,910 $ 40,589 $ 22,135 $424,957
1994 290,644 66,086 34,175 33,551 424,456
1993 186,147 67,128 33,774 31,081 318,130
Sales to Unaffiliated Customers:
1995 $253,926 $ 90,076 $ 30,282 $374,284
1994 213,250 67,568 26,552 307,370
1993 189,365 78,776 25,539 293,680
Inter-area Sales to Affiliates:
1995 $ 10,446 $ 4,062 $ 666 $ 15,174
1994 7,804 4,738 896 13,438
1993 12,488 2,864 1,367 16,719
<PAGE>
Note 15 - (continued)
Export Sales:
1995 $ 54,364 $ 25,370 $ 1,610 $ 81,344
1994 41,698 18,575 1,867 62,140
1993 25,623 31,954 3,103 60,680
Net Earnings (Loss):
1995 $ 4,030 $ 4,082 $ (164) $ (187) $ 7,761
1994 4,394 (3,583) 1,217 95 2,123
1993 7,604 (4,233) 1,391 (1) 4,761
Sales between geographic areas are generally transacted and accounted
for at comparable arms length pricing. Export sales from the United States
are primarily to areas other than Europe. Export sales from Europe and all
other geographic areas are principally to countries within their geographic
area.
Note 16 - Commitments and Contingencies
The Company, over the past five years, has been named as a potentially
responsible party (PRP) with respect to three Superfund sites. The clean up
actions with regard to the three Superfund sites has been completed, and
the Company's share of the related financial accommodations was not
significant. No further actions have been initiated by Federal or State
regulators. In addition, the Company was notified in August 1993 by a PRP
group at a site related to one of the Superfund sites referenced above that
it will seek contribution from the Company to the extent the PRP group is
responsible for remediation costs. The Company is also in the process of
voluntarily remediating an area identified in 1994 at a Company-owned
facility leased to a third party.
At September 30, 1995, the Company believes that adequate reserves
have been established for environmental issues, and does not expect these
environmental matters will have a material effect on the financial position
of the Company in excess of amounts previously reserved.
Legal proceedings pending by or against the Company and it's
subsidiaries are not expected to have a material effect on the financial
condition or results of operations of the Company and its subsidiaries
taken as a whole.
In the ordinary course of business, subsidiaries of the Company have
discounted promissory notes received in settlement of trade receivables at
banks. The aggregate proceeds from discounted notes were $8,091 in 1995,
$14,809 in 1994, $13,663 in 1993. Under the recourse provisions of such
transactions, the subsidiaries are contingently liable for $661 at
September 30, 1995.
The Company has $5,894 in open letters of credit at September 30,
1995, which principally relate to cash advances received on a contract.
<PAGE>
Note 17 - Financial Instruments and Credit Concentration
The Company uses a variety of financial instruments, including foreign
exchange instruments, letters of credit and interest rate swaps to reduce
financial risk. The Company is exposed to credit loss in the event of
nonperformance by the counter-parties to the instruments. The Company,
however, does not expect nonperformance by the counter-parties.
Foreign exchange instruments are used to hedge the Company's equity
in, and long term advances to, various International subsidiaries. At
September 30, 1995 and September 30, 1994, the Company had $6,107 and
$9,935, respectively, of such instruments outstanding at fair value. Gains
and losses on these hedges of equity and long term advances are included in
shareholders' equity. Foreign currency forward contracts are periodically
utilized to hedge known foreign currency cash flows. Gains and losses on
such contracts are netted against the gain or loss on the underlying
amounts receivable or payable. Foreign currency forward contracts
outstanding at fair value on September 30, 1995 were $2,020.
The Company has three interest rate swap agreements which convert a
notional amount of $100,000 in variable rate long term debt to 8.0% fixed
rate debt. The agreements expire at various times from June 1996 through
June 1998. The differential interest paid or received is accrued as
interest rates change and is recognized over the life of the agreements.
Cash and cash equivalents and notes payable are carried at amounts
which approximate fair value at September 30, 1995 because of their short
maturity. The fair value of long-term debt was estimated based on a
discounted cash flow analysis using current rates offered to the Company
for debt with the same remaining maturities. At September 30, 1995, the
carrying value and estimated fair value of long-term debt was $183,155 and
$188,763, respectively.
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of temporary cash
investments and trade receivables. The Company places its temporary
investments with highly rated financial institutions for maturities of
generally three months or less. Concentrations of credit risk with respect
to trade receivables are limited due to the significant amount of business
with prime U.S. Government contractors or large commercial aerospace
companies, and to the number of customers and their dispersion over a large
geographic area.
<PAGE>
Note 18 - Quarterly Data - Unaudited
<TABLE>
Net Sales and Earnings
(dollars in thousands except per share data)
<CAPTION> Year Ended Year Ended
September 1995 September 1994
____________________________________________ ____________________________________________
1st 2nd 3rd 4th 1st 2nd 3rd 4th
Qtr. Qtr. Qtr. Qtr. Total Qtr. Qtr. Qtr. Qtr. Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $ 86,917 $ 91,372 $ 99,450 $ 96,545 $ 374,284 $ 68,818 $ 75,127 $ 73,215 $ 90,210 $ 307,370
Gross Profit 24,733 27,869 28,750 27,899 109,251 20,537 23,268 23,583 26,452 93,840
Earnings (Loss) before
Income Taxes, and
Cumulative Effect of Change
in Accounting Principle 1,475 2,471 2,471 2,373 8,790 311 (2,138) 2,151 2,716 3,040
Earnings (Loss) before
and Cumulative Effect of
Change in Accounting
Principle 1,184 1,963 2,305 2,309 7,761 198 (1,241) 1,212 1,449 1,618
Cumulative Effect of Change
in Accounting Principle - - - - - 505 - - - 505
________ ________ ________ ________ ________ ________ _________ ________ ________ _________
Net Earnings (Loss) $ 1,184 $ 1,963 $ 2,305 $ 2,309 $ 7,761 $ 703 $ (1,241) $ 1,212 $ 1,449 $ 2,123
======== ======== ======== ======== ======== ======== ========= ======== ======== =========
Net Earnings (Loss) Per
Common Share:
Before Cumulative Effect
of Change in Accounting
Principle $ .15 $ .25 $ .30 $ .30 $ 1.00 $ .03 $ (.16) $ .16 $ .19 $ .21
Cumulative Effect of Change
in Accounting Principle - - - - - .06 - - - .06
________ ________ ________ ________ ________ ________ ________ ________ ________ _________
Net Earnings (Loss) $ .15 $ .25 $ .30 $ .30 $ 1.00 $ .09 $ (.16) $ .16 $ .19 $ .27
======== ======== ======== ======== ======== ======== ======== ======== ======== =========
Note: The 1994 quarterly Earnings Per Share do not add to the total due to rounding.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors of Moog Inc.:
We have audited the consolidated financial statements of Moog Inc. and
subsidiaries listed in Item 14 (a)(1) of the annual report on Form 10-K for
the fiscal year 1995. In connection with our audits of the consolidated
financial statements, we also have audited the financial statement schedule
listed in Item 14 (a)(2) of the annual report on Form 10-K for the fiscal
year 1995. These consolidated financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits. We did not
audit the financial statements or schedule of certain wholly-owned
consolidated subsidiaries, which statements reflect total assets
constituting 13% as of September 30, 1995 and 1994, and total net sales
constituting 17%, 18% and 22% of the related consolidated totals for the
years ended September 30, 1995, 1994 and 1993, respectively. Those
statements and schedule were audited by other auditors whose reports have
been furnished to us, and our opinion, insofar as it relates to the amounts
included for such consolidated subsidiaries, is based solely on the reports
of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits and
the reports of the other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the reports of the other auditors,
the consolidated financial statements referred to above present fairly, in
all material respects, the financial position of Moog Inc. and subsidiaries
as of September 30, 1995 and 1994, and the results of their operations and
their cash flows for each of the years in the three-year period ended
September 30, 1995, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all materials respects, the
information set forth therein.
As discussed in Notes 1 and 9 to the consolidated financial statements, the
Company changed its method of accounting for income taxes in 1994 to adopt
the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." As discussed in Note 11, the Company has
also adopted the provisions of Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions" in 1994.
KPMG PEAT MARWICK LLP
Buffalo, New York
November 22, 1995
<PAGE>
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
The information required herein with respect to directors of the
Company is incorporated by reference to "Election of Directors" in the 1996
Proxy.
Executive Officers of the Registrant.
The names and ages of all executive officers of Moog are set forth on
the following page.
Other than John B. Drenning, the principal occupations of the
following officers for the past five years have been their employment with
the Company. Mr. Drenning's principal occupation is partner in the law firm
of Phillips, Lytle, Hitchcock, Blaine & Huber.
Executive Officers and Positions Held Age Year First
Elected Officer
Robert T. Brady
President; Chief Executive Officer;
Director; Member, Executive Committee 54 1967
Richard A. Aubrecht
Chairman of the Board;
Director; Member, Executive Committee 51 1980
Joe C. Green
Executive Vice President;
Chief Administrative Officer;
Director; Member, Executive Committee 54 1973
Robert R. Banta
Executive Vice President;
Chief Financial Officer;
Director; Assistant Secretary;
Member, Executive Committee 53 1983
Kenneth D. Garnjost
Vice President - Engineering 69 1961
Philip H. Hubbell
Vice President - Contracts and Pricing 56 1988
Stephen A. Huckvale
Vice President - International 46 1990
Robert H. Maskrey
Vice President 54 1985
<PAGE>
Richard C. Sherrill
Vice President 57 1991
Kenneth G. Smith
Vice President 59 1990
William P. Burke
Treasurer 60 1985
John B. Drenning
Secretary 58 1989
Donald R. Fishback
Controller 39 1985
<PAGE>
ITEM 11. Executive Compensation.
The information required herein is incorporated by reference to
"Compensation Committee Report," "Stock Price Performance Graph," "Summary
Compensation Table," "Fiscal Year-End Option/SAR Values," "Employees'
Retirement Plan," "Supplemental Retirement Plan," "Employment Termination
Benefits Agreements" and "Compensation of Directors" in the 1996 Proxy.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
The information required herein is incorporated by reference to
"Certain Beneficial Owners" and "Election of Directors" in the 1996 Proxy.
ITEM 13. Certain Relationships and Related Transactions.
The information required herein is incorporated by reference to
"Transactions With Moog Controls Inc." in the 1996 Proxy.
PART IV.
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Documents filed as part of this report:
1. Index to Financial Statements.
The following financial statements are included:
(i) Consolidated Statements of Income for the years ended September
30, 1995, 1994, and 1993.
(ii) Consolidated Balance Sheets as of September 30, 1995 and 1994.
(iii) Consolidated Statements of Cash Flows for the years ended
September 30, 1995, 1994, and 1993.
(iv) Consolidated Statements of Shareholders' Equity for the years
ended September 30, 1995, 1994, and 1993.
(v) Notes to Consolidated Financial Statements.
(vi) Report of Independent Auditors.
2. Index to Financial Statement Schedules.
The following Financial Statement Schedule as of and for the years
ended September 30, 1995, 1994, and 1993, is included in this Annual
Report on Form 10-K:
II. Valuation and Qualifying Accounts.
Schedules other than that listed above are omitted because the
conditions requiring their filing do not exist, or because the required
information is provided in the Consolidated Financial Statements,
including the notes thereto.
3. Exhibits.
The exhibits required to be filed as part of this Annual Report on Form
10-K have been included as follows:
(2) Stock Purchase Agreement between Moog Inc., Moog Torrance Inc. and
AlliedSignal Inc., incorporated by reference to exhibit 2.1 of the
Company's report on Form 8-K dated June 15, 1994.
<PAGE>
(3) Restated Certificate of Incorporation and By-laws of the Company,
incorporated by reference to exhibit (3) of the Company's Annual Report
on Form 10-K for its fiscal year ended September 30, 1989.
(4) Instruments defining the rights of security holders.
Instruments defining the rights of holders of long-term debt of the
Company and its subsidiaries are not being filed since the total amount
of securities authorized under any such instrument does not exceed 10
percent of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any such
instruments to the Securities and Exchange Commission upon request.
(9) (i) Agreement as to Voting, effective October 15, 1988, incorporated
by reference to exhibit (i) of October 15, 1988 Report on Form 8-K
dated November 30, 1988.
(ii) Agreement as to Voting, effective November 30, 1983, incorporated
by reference to exhibit (i) of November 1983 Report on Form 8-K
dated December 9, 1983.
(10) Material contracts.
(i) Management Profit Sharing Plan, incorporated by reference to
exhibit 10(i) of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1991.
(ii) Supplemental Retirement Plan dated October 1980, as amended,
incorporated by reference to exhibit (iv) of November 1983 Report
on Form 8-K, dated December 9, 1983, as amended, and reported in
August 30, 1988 Report on Form 8-K, dated October 3, 1988, and
amended on October 20, 1988, incorporated by reference thereto.
(iii) Deferred Compensation Plan for Directors and Officers,
incorporated by reference to exhibit (i) of November 1985 Report
on Form 8-K, dated December 3, 1985.
(iv) Incentive Stock Option Plan, incorporated by reference to exhibit
4(b) of the Registration Statement on Form S-8, File No. 33-36721,
filed with the Securities and Exchange Commission on September 7,
1990.
(v) Non-Statutory Stock Option Plan, as amended, incorporated by
reference to exhibits 10(v) and 10(vi) of the Company's Annual
Report on Form 10-K for its fiscal year ended September 30, 1989.
(vi) Savings and Stock Ownership Plan, incorporated by reference to
exhibit 4(b) of the Company's Annual Report on Form 10-K for its
fiscal year ended September 30, 1989.
(vii) Executive Termination Benefits Agreement incorporated by reference
to January 29, 1988 Report on Form 8-K dated February 4, 1988.
(viii) Indemnity Agreement, incorporated by reference to Annex A to 1988
Proxy Statement dated January 4, 1988.
(ix) Revolving Credit and Term Loan Agreement dated June 15, 1994
(11) Statement re: Computation of per share earnings.
(13) 1995 Report to Shareholders. (Except for those portions which are
expressly incorporated by reference to the Annual Report on Form 10-K,
this exhibit is furnished for the information of the Securities and
Exchange Commission and is not deemed to be filed as part of this
Annual Report on Form 10-K.)
(21) Subsidiaries of the Company.
Subsidiaries of the Company are listed below:
<PAGE>
(i) Moog AG, Incorporated in Switzerland, wholly-owned subsidiary
with branch operation in Ireland
(ii) Moog Australia Pty. Ltd., Incorporated in Australia, wholly-owned
subsidiary
(iii) Moog do Brasil Controles Ltda., Incorporated in Brazil,
wholly-owned subsidiary
(iv) Moog Buhl Automation, a branch office of Moog Inc. operating
under Danish law
(v) Moog Controls Corporation, Incorporated in Ohio, wholly-owned
subsidiary with branch operation in the Republic of the
Philippines
(vi) Moog Controls Hong Kong Ltd., Incorporated in Hong Kong,
wholly-owned subsidiary
(vii) Moog Controls (India) Private Ltd., Incorporated in India,
wholly-owned subsidiary
(viii) Moog Controls Ltd., Incorporated in the United Kingdom,
wholly-owned subsidiary
(a) Moog Norden A.B., Incorporated in Sweden, wholly-owned
subsidiary of Moog Controls Ltd.
(b) Moog OY, Incorporated in Finland, wholly-owned subsidiary of
Moog Controls Ltd.
(ix) Moog FSC Ltd., Incorporated in the Virgin Islands, wholly-owned
subsidiary
(x) Moog GmbH, Incorporated in Germany, wholly-owned subsidiary
(a) Moog Italiana S.r.l., Incorporated in Italy, wholly-owned
subsidiary, 90% owned by Moog GmbH; 10% owned by Moog Inc.
(xi) Moog Industrial Controls Corporation, Incorporated in New York,
wholly-owned subsidiary
(xii) Moog Japan Ltd., Incorporated in Japan, 90% owned subsidiary
(xiii) Moog Korea Ltd., Incorporated in South Korea, wholly-owned
subsidiary
(xiv) Moog Properties, Inc., Incorporated in New York, wholly-owned
subsidiary
(xv) Moog Sarl, Incorporated in France, wholly-owned subsidiary, 95%
owned by Moog Inc; 5% owned by Moog GmbH.
(a) Moog SNC, Incorporated in France, wholly-owned subsidiary of
Moog Sarl
(xvi) Moog Singapore Pte. Ltd., Incorporated in Singapore, wholly-owned
subsidiary
(xvii) Moog Torrance Inc., Incorporated in Delaware, wholly-owned
subsidiary
(23) Consent of KPMG Peat Marwick LLP; Consents and Audit Reports of
Coopers & Lybrand LLP
(99) Additional Exhibits.
Information, Financial Statements and Exhibits required by Form 11-K
for the Moog Inc. Savings and Stock Ownership Plan (to be filed by
amendment).
<PAGE>
Quarterly Stock Prices
Stock Prices
Fiscal Year Class B Class A
Ended High Low High Low
Sept. 30, 1995
1st Quarter $15-1/8 $12 $ 9-1/2 $ 7-1/2
2nd Quarter 14-7/8 11-5/8 9-5/8 8-5/8
3rd Quarter 15 12-1/4 13 9-1/2
4th Quarter 15-1/2 14-3/8 14-3/8 12-1/4
Sept. 30, 1994
1st Quarter $11 $ 9-3/8 $ 9-1/2 $ 7-1/2
2nd Quarter 13 9-3/8 9-3/8 7
3rd Quarter 12-3/4 11-1/2 9 7-5/8
4th Quarter 14 12-3/8 9-5/8 7-1/2
Stock Listing
Moog Inc.'s two classes of common shares (symbols MOGA and MOGB) and
convertible subordinated debentures are listed on the American Stock
Exchange.
<PAGE>
<TABLE> MOOG INC. Schedule II
Valuation and Qualifying Accounts - Years ended September 30, 1995, 1994 and 1993
(dollars in thousands)
<CAPTION>
Additions
Balance at charged to Acquisitions/ Balance
beginning costs and Exchange at end
Description of period expenses Deductions rate changes1 of period
<S> <C> <C> <C> <C> <C>
Year ended 1993:
Reserve for contract losses $ 7,261 $ 1,876 $ 3,677 $ (64) $ 5,396
Allowance for doubtful
accounts 1,505 719 215 (145) 1,864
Reserve for inventory
valuation 6,442 1,986 2,963 (393) 5,072
Year ended 1994:
Reserve for contract losses $ 5,396 $ 998 $ 2,654 $ 11,224 $ 14,964
Allowance for doubtful
accounts 1,864 329 725 25 1,493
Reserve for inventory
valuation 5,072 4,533 6,240 121 3,486
Year ended 1995:
Reserve for contract losses $ 14,964 $ 986 $ 7,369 $ 4,291 $ 12,872
Allowance for doubtful
accounts 1,493 352 501 35 1,379
Reserve for inventory valuation 3,486 2,423 1,209 2,892 7,592
Note:
1 Represents the impact of changes in currency exchange rates during the year and, in 1995 and 1994,
reserves for contract losses related to the acquisition of the Product Lines (Note 2).
<PAGE>
Signatures
Pursuant to the requirements of Section 13, or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Moog Inc.
(Registrant)
Dated: December 1, 1995
ROBERT T. BRADY
By_______________________________________
Robert T. Brady
President, Chief Executive Officer,
and Director
(Principal Executive Officer)
ROBERT R. BANTA
By_______________________________________
Robert R. Banta
Executive Vice President,
Chief Financial Officer,
Assistant Secretary,
and Director
(Principal Financial Officer)
DONALD R. FISHBACK
By________________________________________
Donald R. Fishback
Controller (Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and on the dates indicated.
RICHARD A. AUBRECHT PETER P. POTH
By_____________________________ By____________________________
Richard A. Aubrecht Peter P. Poth
Director, December 1, 1995 Director, December 1, 1995
JOE C. GREEN ARTHUR S. WOLCOTT
By_____________________________ By____________________________
Joe C. Green Arthur S. Wolcott
Director, December 1, 1995 Director, December 1, 1995
KENNETH J. McILRAITH JOHN D. HENDRICK
By_____________________________ By____________________________
Kenneth J. McIlraith John D. Hendrick
Director, December 1, 1995 Director, December 1, 1995
<PAGE>
Investor Information
Reports
In addition to our Annual Report and 10-K, shareholders receive copies
of our three quarterly earnings releases. Additional information about the
Company may be obtained by writing:
Shareholder Relations
Moog Inc.
East Aurora, New York 14052-0018
PHONE - 716/652-2000
FAX - 716/687-4457
E-MAIL [email protected]
Electronic Information About Moog
In Moog's annual report, we try to convey key information about our
fiscal year results. In addition to this primary information, we are now
hot-linked to the world wide web via IndustryNet where we offer expanded
product information. Please visit this location using the URL address of:
http://www.industry.net/moog
Annual Meeting
Moog Inc.'s Annual Meeting of Shareholders will be held February 8,
1996 at 9:15 a.m. at the Albright-Knox Art Gallery, 1285 Elmwood Avenue,
Buffalo, New York. Proxy cards should be dated, signed and returned
promptly to ensure that all shares are represented at the meeting and voted
in accordance with shareholder instructions.
Financial Mailing List
Shareholders who hold Moog stock in the names of their brokers or bank
nominees but wish to receive information directly from the Company should
contact Shareholder Relations at Moog Inc.
Transfer Agent and Registrar
Chemical Mellon Shareholder Services
85 Challenger Road
Overpeck Centre
Ridgefield Park, New Jersey 07660
1-800-288-9541
Affirmative Action Program
In recognition of our role as a contributing corporate citizen, Moog
has adopted all programs and procedures in our Affirmative Action Program
as a matter of corporate policy.
<PAGE>
EXHIBIT 11-STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
</TABLE>
<TABLE>
<CAPTION>
1995 1994 1993
PRIMARY
<S> <C> <C> <C>
Average Common Shares Outstanding 7,721,927 7,714,444 7,713,465
_________ _________ _________
Net Earnings 7,760,674 2,123,000 4,761,000
Less: Cumulative Preferred Stock
Dividend (9,000) (9,000) (9,000)
_________ _________ _________
Adjusted Net Earnings 7,751,674 2,114,000 4,752,000
========= ========= =========
PRIMARY EARNINGS PER SHARE 1.00 0.27 0.62
FULLY DILUTED
Average Common Shares Outstanding 7,721,927 7,714,444 7,713,465
Net Effect of Dilutive Stock
Options 93,352 39,105 9,630
Assumed Conversion of Preferred
Stock 8,585 8,585 8,585
Assumed Conversion of Convertible
Subordinate Debentures 863,305 923,214 966,087
_________ _________ _________
Total 8,687,169 8,685,348 8,697,767
_________ _________ _________
Net Earnings 7,760,674 2,123,000 4,761,000
Add: Convertible Subordinate
Debentures Interest Net of
Profit Share and Federal
Income Tax Effect 1,682,092 1,239,000 1,157,000
_________ _________ _________
Adjusted Net Earnings 9,442,766 3,362,000 5,918,000
========= ========= =========
FULLY DILUTED EARNINGS PER SHARE 1.09 0.39 0.68
_________ _________ _________
</TABLE>
<PAGE>
EXHIBIT 13-ANNUAL REPORT TO SHAREHOLDERS
Contents
Financial Highlights 1
Letter to Shareholders 2
Moog at a Glance 4
Market Segment Facts
Military Aircraft 6
Commercial Aircraft 8
Space and Missiles 10
Industrial Hydraulics 12
Industrial Electrics 14
Form 10K 17
Investor Information 46
<PAGE>
Financial Highlights
<TABLE>
<CAPTION>
Years Ended September 30 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Net Sales $374,284 $307,370 $293,680 $307,004 $321,283
Net Earnings (Loss) 7,761 2,123 4,761 (6,773) 7,631
Net Earnings (Loss) Per
Share $1.00 $.27 $.62 ($.88) $.97
Total Assets 424,957 424,456 318,130 335,986 334,938
Long-Term Debt 163,755 173,807 95,664 99,470 100,020
Convertible Debentures 19,400 20,800 22,082 22,264 22,441
Shareholders' Equity 108,636 102,184 92,561 97,374 100,438
Capital Expenditures 10,232 8,893 10,216 15,295 18,467
Depreciation and
Amortization 19,675 15,700 15,621 17,767 17,916
Backlog 237,941 217,261 181,081 212,100 231,000
(dollars in thousands except per share data)
</TABLE>
<PAGE>
The Start of a New Era
Fiscal '95 was the beginning of a new era for our company. A lot of hard
work on many different fronts finally paid off. Sales increased by 22%.
Earnings gained 266%. We made $1.00 per share for the first time since '87.
Our strong cash flow allowed us to bring our worldwide debt down by $14
million. In view of these improving financials, the same lenders that
financed last year's big acquisition have modified our loan agreement.
They've increased our credit availability, relaxed their restrictive
covenants and lowered our interest rate. We regard this as a real vote of
confidence.
The Acquisition Is A Perfect Fit
We closed on our acquisition of the AlliedSignal actuation product line
shortly before the end of fiscal '94. Our job this year was integration. We
transformed the factory we acquired in Torrance (Los Angeles) into a
facility specialized in the design and manufacture of rotary actuation
systems for military and commercial aircraft flight controls. This factory
has a big job on each of two new airplanes. The Navy has just rolled out
the F/A-18E/F, the successor to the F/A-18C/D, the only fighter that the
U.S. government buys in production quantities. The E/F is a bigger, better
airplane and deliveries will start in '99. Our Torrance factory builds the
rotary actuation for the maneuvering leading edge and for the wingfold on
both of these planes, making the F/A -18 our largest military aircraft
program.
In June of '95, Boeing's handsome new 777 entered international service. It
also has a leading edge actuation system built by Moog Torrance. This
system is one of a number of Moog products on the 777. The flight spoiler
actuators and primary flight control servovalves are the production
responsibility of our commercial aircraft team in East Aurora. In the
acquisition, it was always our plan to concentrate production
responsibility for hydraulic actuators in East Aurora, and the transfer was
one of the major tasks in '95. Responsibility for Boeing's 747 aileron and
spoiler actuators, 757 elevator, rudder and spoiler actuators and Airbus'
A330/340 aileron actuators has been combined now with our other commercial
airplane production. The arrangement we envisioned when we made the
acquisition is now a reality.
The integration of the AlliedSignal product line allowed our U. S.
operations to grow by 19% and to earn $4.0 million in fiscal '95 in spite
of the costs of transition. The newly acquired product lines generated
revenue of almost $95 million, about $15 million more than anticipated. The
higher revenues were the result of the scale of activity on development
contracts for the F/A-18E/F and the swashplate actuators for the production
version of the V-22 Osprey. Swashplate actuators adjust the pitch of the
aircraft's huge propellers when it's operating in its helicopter mode. They
are big actuators and extremely complex. These two development contracts
turned out to be bigger than we expected and all the work had to be done in
'95. This made our '95 military aircraft sales higher than they would have
been otherwise, and, in comparison, '96 sales will be slightly lower.
We'll be supplying the swashplate actuators as well as flaperon and
elevator actuators and mechanical bladefold mechanisms for the V-22, which
is planned to go into service in 1998. In production, our sales for each
aircraft will be well in excess of $500,000. The Marines are planning,
<PAGE>
ultimately, to buy 523 and the manufacturer, a Bell-Boeing team, has hopes
of additional U. S. Army and foreign military orders that could extend the
production to 1,500 aircraft.
Europe Came Roaring Back
Shortly after fiscal '95 began, our European industrial business began a
spectacular recovery after 30 months of recession. While the recession was
underway, we consolidated European production of industrial servovalves in
our factory in Germany. The explosion in order intake overwhelmed that
production capacity. At a time when all our customers were determined to
shorten supplier lead-times, we found ourselves extending deliveries. We
brought on additional capacity in the U. S. and in the Philippines to meet
this demand.
The upswing was not confined to servovalves. Sales of electric drives were
up over 50% in Europe, just as they were in the U.S. The increased order
activity was broadly based. The principal applications continue to be
robotics, material handling, packaging and printing. We have a new
application this year to provide motors for use on mail sorting equipment
which Bell and Howell will supply to the German and Dutch postal systems.
The only real disappointment in our international business was the slow
pace of orders in the Pacific Rim for our injection molding controls. Our
revenues there fell far short of our expectations. We've seen some
improvement lately and are expecting a recovery in fiscal '96.
International sales were up 35% in Europe and 14% in Asia/Pacific. This
increased volume, in combination with our reorganized operations, generated
much improved profitability, particularly because of our tax loss
carryforward in Germany. Our international segment had net profits of $3.8
million, almost half of our total earnings.
Commercial and Industrial
Sales Are Now More Than Half
Our Company has a proud history of providing advanced technology to defense
agencies in the U.S. and around the world. Not too many years ago,
government-funded revenues were close to two-thirds of our business. In
fiscal '95, for the first time in our history, commercial and industrial
revenues were more than half of our business (51%), and this occurred in
spite of the surge in military aircraft development work. We expect this
trend to continue. Almost all of our expected growth in fiscal '96 will be
in the commercial aircraft and industrial product lines. Even in the space
business, which used to be a primarily government-funded activity, future
growth will come on commercial satellites and satellite launch vehicles.
Fiscal '96 Looks Like a Good Year Too
With a little luck, we'll be a $400 million company in fiscal '96. Growth
in our commercial aircraft business is expected to offset a slight decline
in military aircraft sales. We're anticipating some growth in the satellite
business. Our strong growth prospects, though, are in our combined
industrial businesses for which we're forecasting growth of nearly 20%.
Increased earnings in '96 and our strong cash flow will allow further
reduction in debt as well as the consideration of additional strategic
acquisitions.
<PAGE>
We'll get a small boost in '96 from our acquisition in December of the
servovalve product line from Ultra Hydraulics Ltd. The Ultra servovalve
traces its history back to a Moog license extended to the Dowty Group in
the late '50's. We expect it will add nearly $5.0 million in revenues.
The fiscal '95 results demonstrate that our people can deal with the
challenges of an evolving global marketplace. We've made a lot of
adjustments that have worked. We're confident that the pattern of
improvement begun in '95 was just the beginning of a new era of growth
and prosperity.
Robert T. Brady,
President, CEO
Richard A. Aubrecht,
Chairman of the Board
<PAGE>
Moog at a Glance
For forty-four years, our Company has applied leading-edge technology to
solve motion control problems in whatever industries required our kind of
precision performance. As a result, we offer a broad array of products to
an equally broad spectrum of customers. These products can generally be
grouped into five categories: aerospace products can be differentiated by
market - military aircraft, commercial aircraft and space. The industrial
product lines can be distinguished by the technology - hydraulics versus
electronics/electrics. Here's a synopsis of our product evolution.
Moog was founded in 1951 on the development of the electrohydraulic
servovalve, a device that controls lots of hydraulic horsepower in response
to a tiny electrical command signal. Originally, servovalves were used to
control aerodynamic fins on small missiles and to gimbal rocket motor
nozzles on big missiles. They were sold to missile builders skilled in
guidance systems and designers of aircraft flight controls. These customers
persuaded Moog to begin building the piston and cylinder assemblies, called
actuators, which deliver the motion.
In 1959, Moog adapted the aerospace servovalve for use in high performance
industrial machinery. Applications included various kinds of metal cutting
machines, fatigue test machines, injection and blow molding machines and
gauge control in steel mills. Many of our early industrial customers were
not familiar with the technology that commands servovalves and so Moog also
developed electronics for controlling servosystems.
Over the last thirty-five years our industrial hydraulic servovalve product
line flourished. But electric servosystems kept getting better and
competing more effectively with hydraulics. In the early 1980's the Company
resolved to develop state-of-the-art electric drives and to have this
technology within our own product line.
Below is a summary of the product lines. In the fact sheets that follow,
we describe the character of our business in each of the five categories.
Military Aircraft Controls = 35%
Moog is now one of the world's leading suppliers of fly-by-wire flight
controls for military aircraft. In a fly-by-wire system an electrical
signal runs from the pilot's control stick to a flight control computer.
This signal is modified to conform to the aircraft's pre-programmed
"control laws" and then delivered to servoactuators which move the
ailerons, elevators and rudder. Moog's extensive experience in this area
culminated in Northrop and the Air Force selecting us to design the flight
control actuation system for the B-2 bomber. Some aircraft experts consider
the B-2 flight control system the "eighth wonder of the world".
Commercial Aircraft Controls = 20%
Moog specialized in military aircraft until 1978 when Boeing selected Moog
to design autopilot actuators for the 767. We've had a thriving
relationship with Boeing ever since. Moog now supplies autopilot actuators
for both the 767 and the 747, flight spoilers for the new 777 and
servovalves for all Boeing production aircraft. In the summer of 1994, Moog
acquired the AlliedSignal Actuation Systems product line. As a result we
supply most of the flight control actuators for the 747 and 757 and the
rotary actuation system for the 777 leading edge flap. The Boeing Company
is now Moog's No. 1 customer in annual sales.
<PAGE>
Space and Missiles = 12%
The first Moog servovalve was applied in the control of aerodynamic fins to
steer a tactical missile. The Company moved then to supplying
servoactuators for controlling the direction of thrust in rocket motor
nozzles. Steering rockets through control of the thrust vector has been
used on strategic missiles, the Space Shuttle and the large rockets that
launch satellites. Once a satellite is launched into orbit, its position is
optimized by the use of attitude control engines. These are small thrust
chambers in which fuel and oxidizer are mixed to produce a precisely
controlled explosion. The valving that controls the flow of these
propellants has become another of Moog's product specialties.
Industrial Hydraulic Servovalves = 20%
Today, hydraulic servovalves are used in all manner of high performance
industrial equipment. About 25% of Moog servovalves are used on machinery
that forms plastics. Servovalves are used to control the pressure that
moves plastic into the mold chamber in an injection molding machine and
also provide the clamp pressure on the mold. Servovalves are also used to
control the flow of a tube of plastic into a blow molding chamber where it
will be formed into a plastic bottle. These are two examples of the
hundreds of applications of industrial servovalves in the automated
machinery of the '90's.
Industrial Electronics and Electric Drives = 13%
Moog supplies proprietary electronic systems for total machine control of
both injection molding and blow molding processes. In addition, the Company
designs customized electronic controls for all kinds of high performance
industrial machinery. These "front end" control systems may direct
electrohydraulic servovalves provided by the Company or they may
communicate through a digital data bus to Moog's high performance brushless
DC drives. The Company provides electric drives used as subsystems in
various robotic applications as well as other sorts of automated machinery
and in azimuth and elevation gun control systems for military howitzers. In
addition, the Company provides a complete line of electrically actuated
entertainment motion simulators and transportation industry training
platforms.
Many of our shareholders are interested in the proportions of our business.
The charts below illustrate these balances for fiscal '95:
By Product Line:
By Customer:
By Geographical Area:
<PAGE>
Military Aircraft - 35% of '95 sales, 32% of '96 forecast
FY95 Actual Sales = $132 million FY96 Forecast Sales = $128 million
Products
- - Primary and secondary flight control actuation for bombers,
fighters, helicopters
- - Servovalves used in digital electronic engine controls
- - Active vibration control actuation
- - Structural fatigue measurement systems
Major Programs & Applications
B-2 Flight control actuation system
F/A-18 Leading edge flap and wingfold actuation, switching valve,
spoiler actuator
F-15 Pitch and roll control assembly, aileron rudder interconnect
F-16 Leading edge flap drive
Taiwanese IDF All primary flight control actuators
Indian LCA All primary flight control actuators
Japanese FSX Leading edge flap actuation
Tiger IV Armament control unit
Canadian Tutor Flight loads data system
V-22 Swashplate, flaperon, elevator, bladefold actuator
RAH-66 Main rotor, tail rotor actuator, active vibration control
actuators
Blackhawk Pitch, trim, roll trim actuators
EH-101 Active vibration control actuators
Servovalves for engines:
F-404 Inlet guide vane, afterburner position and fuel control
(F/A-18C/D)
F-414 Fan and compressor geometry, exhaust nozzle control
(F/A-18E/F)
F-110 Main fuel control, exhaust nozzle and afterburner fuel
control (F-14D, F-16C/D)
F-119 Vane and nozzle control (F-22)
Competitive Advantages
- - Extensive international experience in design of flight critical
fly-by-wire flight controls
- - Product innovation in engine control servovalves and active
vibration control
- - World-class manufacturing capability focused on flight safety
and quality
- - Skilled, experienced and dedicated workforce Competitors
<PAGE>
- - Curtiss-Wright, HR Textron, Parker Hannifin, Power Control
Technologies, Smiths Industries
Market Developments
- - F/A-18C/D, E/F are funded for production
- - B-2 included in '96 defense budget
- - V-22 Osprey approved for limited production, 523 are planned,
program could accelerate
- - RAH-66 Comanche rolled out, 6 development helos planned for
2001, production in 2004
- - Japanese FSX planned for 1998
- - Taiwanese IDF production nearing completion
- - Demand for engine controls improving
Strategies & Initiatives
- - Maintain market position through the current production lull
- - Partner with prime contractor R&D Centers
- - Pursue opportunities in international markets (Korean KTX-2)
- - Develop next generation technology in flight control, engine
control, vibration suppression
<PAGE>
Bell-Boeing V-22 Osprey
Moog's fly-by-wire flight
control actuators give
the V-22 its unique flying capability.
<PAGE>
Commercial Aircraft - 20% of '95 sales, 19% of '96 forecast
FY95 Actual Sales = $73 million FY96 Forecast Sales = $76 million
Products
- - Primary and secondary flight control actuation
- - Flight control servovalves for Boeing and Airbus
- - Servovalves used in digital electronic engine controls
Major Programs & Applications
747 Autopilot, aileron and spoiler actuators
757 Elevator, rudder and spoiler actuators
767 Autopilot actuators
777 Leading edge rotary and spoiler actuators
A330/A340 Aileron actuators
Boeing All flight control servovalves
Airbus All flight control servovalves
Citation X All primary flight controls
Gulfstream IV Trailing edge flap system
Challenger Trailing edge flap system
Servovalves for engines:
GE CF-6 Fuel flow, vane position and blade tip clearance
(A330, A310, 747, 767, MD-11)
AlliedSignal APU Inlet guide vane actuators, surge control
(A310, A320, 737, 757, 767, 777, MD-90)
GE90 Burner staging and turbine clearance control (777)
Rolls Royce Trent Main fuel metering, turbine overspeed shutoff
(A330, 777)
Competitive Advantages
- - Extensive experience in design and production of flight-critical
control surface actuators
- - Product innovation in engine control servovalves
- - World-class manufacturing capability focused on flight safety and
quality
- - Outstanding and timely aftermarket support
- - Skilled, experienced and dedicated workforce
Competitors
- - Curtiss-Wright, E-Systems, HR Textron, Parker Hannifin, Power
Control Technologies, Teijin Seiki
<PAGE>
Market Developments
- - Current delivery rates of 747, 757, 767, A330/340 are stable
- - Boeing 777 has entered service and deliveries are increasing
- - 747 production increase expected later in 90's
- - Engine controls market shows signs of recovery
Strategies & Initiatives
- - Align our strategies with customers' objectives
- - Pursue aggressive cost reduction to meet market pricing demand
- - Develop relationships with Canadair, Gulfstream, Cessna, Bombardier
and Fokker
- - Transfer technology developed in military applications
- - Develop next generation technology in engine control
<PAGE>
Airbus A330
The Airbus A330's fly-by-wire flight
controls depend on Moog's eight inboard
and outboard aileron actuators for
primary roll control.
<PAGE>
Space & Missiles - 12% of '95 sales, 12% of '96 forecast
FY95 Actual Sales = $46 million
FY96 Forecast Sales = $49 million
Products
- - Thrust vector control actuation (steering controls) for launch
vehicles, strategic missiles, and space shuttle
- - Bipropellant and monopropellant thrusters and valves for satellites
and launch vehicles
- - Electric propulsion components and systems for satellite attitude
control
- - Electrohydraulic, electromechanical and electropneumatic fin
controls for tactical missiles
- - Quick disconnects for fluid systems in space vehicles
- - Electric drives for Space Station segment attachment
Major Programs & Applications
Trident (D-5) Thrust vector control (TVC) actuators
Titan IV Core vehicle and solid rocket motor upgrade TVC
Space Shuttle Main engine and booster TVC, orbiter elevon actuators
and rudder speed brake valves
Standard Missile
2 BLK IV Electromechanical fin controls
Patriot Electrohydraulic servos
VLASROC Electropneumatic fin controls
Ariane V Engine TVC and fuel control
Space Station Quick disconnects and segment attachment drives
THAAD Attitude control thrusters for kill vehicle
Propulsion components for every satellite manufacturer worldwide
Electric propulsion components for next generation geosynchronous
communication satellites
Competitive Advantages
- - Extensive experience in design and manufacture of thrust vector
control systems
- - Unparalleled experience in creative design and manufacture of
thrusters and valves for space applications
- - Leading edge technology in electric propulsion and gel propellant
controls
- - World class manufacturing capabilities
- - Skilled, experienced and dedicated workforce
<PAGE>
Competitors
- - AlliedSignal, HR Textron, Parker Hannifin
Market Developments
- - Trident is only strategic missile in production
- - Theater High Altitude Area Defense (THAAD) is funded and progressing
- - Standard Missile 2 BLK IV will be used for Navy missile defense
- - Our customers, Hughes and Lockheed Martin, dominate U.S. satellite
production
- - Traditional launch vehicles (Titan, Atlas, Delta, Space Shuttle)
continue as workhorses
Strategies & Initiatives
- - Develop leading edge technologies for launch vehicle TVC and
tactical fin controls
- - Develop leading edge technology for satellite propulsion (electric,
gel etc.)
- - Outlast competition in space propulsion
- - Support satellite and launch vehicle manufacturers worldwide
<PAGE>
Lockheed Martin Titan IV
Moog's forty year involvement in the
Titan family of launch vehicles has
evolved from supplying thrust vector
control (TVC) actuators on the core
vehicle to additionally supplying the
complete TVC system on the
solid-rocket-motor booster.
<PAGE>
Industrial Hydraulics - 20% of '95 sales, 22% of '96 forecast
FY95 Actual Sales = $76 million
FY96 Forecast Sales = $88 million
Products
- - Mechanical feedback, nozzle flapper servovalves
- - Electrical feedback, nozzle flapper servovalves
- - Mechanical feedback, servojet servovalves
- - Electrical feedback, servojet servovalves
- - Electrical feedback, direct drive, industrial servovalves
Major Applications
Electrical feedback servovalves for control of clamp and injection
operations on plastic injection molding equipment
Mechanical feedback and direct drive valves for parison control of plastic
blow molding machines
Fuel metering, steam bypass, and override control servovalves for gas and
steam turbines
Hydraulic position control actuators and servovalves for fatigue testing
systems
Carriage control servovalves to provide precise positioning for sawmill
equipment
Competitive Advantages
- - Leading edge technology for 36 years
- - Unmatched, worldwide application engineering to optimize custom
solutions
- - Worldwide engineering, manufacturing, support and service facilities
- - Skilled, experienced and dedicated workforce
Competitors
- - Bosch, E-Systems, IMC, Rexroth
<PAGE>
Market Developments
- - Remarkable increase in demand in Europe
- - Increased competition throughout market
- - Consistent pressure to reduce lead time
Strategies & Initiatives
- - Continue development of leading edge technology
- - Consolidate production in global manufacturing centers
- - Aggressive cost reduction to meet market pricing
- - Develop inventory stocking plan to address lead-time demands
- - Acquired servovalve product line from Ultra Hydraulics Ltd. (U.K.)
<PAGE>
Schloemann Siemag Rolling Mill
Modern, highly automated steel mills
throughout the world each use over
eighty Moog servovalves to control
the steel's final form.
<PAGE>
Industrial Electronics & Electric Drives - 13% of '95 sales, 15% of '96
forecast
FY95 Actual Sales = $47 million
FY96 Forecast Sales = $58 million
Products
- - Brushless D.C. servomotors and digital motor controllers
- - Electronic controls for injection and blow molding machines
- - Electronic controls for specialized automated machinery
- - Radio controls for automatic mining machines
- - Electric and hydraulic azimuth and elevation gun controls for
military* vehicles
Major Applications
Electric drives for assembly robots, brush making machines, material
handling robots, postal sorting machines
Full performance total machine control for injection molding and blow
molding
Custom tailored attachment controls for Tuftco carpet tufting and scrolling
machine
Four and six degree of freedom motion platforms with capacities between
2,000 and 13,000 pounds
Competitive Advantages
- - Highest power density of available brushless D.C. servodrives
- - Full range of capability in total machine control for injection
molding and blow molding
- - Design capability for customized machine control solutions
- - Leading edge digital two-way radio control for automated mining
machinery
- - Extensive experience in high reliability electrically actuated motion
platforms
- - Demonstrated experience in electric gun controls for military*
vehicles
* Electrically actuated gun controls are included in the category of
industrial controls because of the similarity to the industrial products.
<PAGE>
Competitors
- - Barber Coleman, Indramat, Pacific Scientific, Siemens
Market Developments
- - Resurgence in demand for high performance brushless D.C. drives
- - Rebound in demand for plastics machine controls in Europe, market
softening in Pacific
- - Entertainment industry is still taking shape, no supplier dominance
yet established
- - Temporary production lull in military* vehicles
Strategies & Initiatives
- - Refine product design and reduce costs to improve profitability in
electric drives
- - Improve plastics machine controls and broaden worldwide distribution,
increase market share
- - Broaden product range in electric motion simulators
- - Repackage electric gun controls to maintain technology advantage
<PAGE>
Bell and Howell Postal Sorting Machine
Moog's brushless motors and controllers
provide the high speed control and power
for Bell and Howell's latest mail sorting
machinery.
<PAGE>
Moog Worldwide
Moog Inc.
Headquarters
East Aurora, New York, USA
Moog Australia Pty., Ltd
Mulgrave, Australia
Moog do Brasil Controles Ltda.
Sao Paulo, Brazil
Moog Buhl Automation
Copenhagen, Denmark
Moog Controls Ltd.
Tewkesbury, England
Ultra Servovalves
Glocester, England
Moog OY
Espoo, Finland
Moog Sarl
Rungis, France
Moog GmbH
Boblingen, Germany
Moog Controls Hong Kong Ltd.
Hong Kong
Moog Controls (India) Pvt. Ltd.
Bangalore, India
Moog Ltd.
Ringaskiddy, Ireland
Moog Italiana S.r.l.
Malnate, Italy
Moog Japan Ltd.
Hiratsuka, Japan
Moog Korea Ltd.
Kwangju-Kun, Korea
Moog Controls Corporation
Baguio City, Philippines
Moog Singapore Pte. Ltd.
Singapore
Moog Sarl Sucursal En Espana
Orio, Spain
Moog Norden A.B.
Askim, Sweden
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Moog Inc.:
We consent to incorporation by reference in the Registration Statements
(No. 33-62968, 33-36722, 33-36721, 33-33958, 33-20069 and 33-57131) on
Form S-8 of Moog Inc. of our report dated November 22, 1995, relating to
the consolidated balance sheets of Moog Inc. and subsidiaries as of
September 30, 1995 and 1994, and the related consolidated statements of
income, shareholders' equity, and cash flows and related schedule for each
of the years in the three-year period ended September 30, 1995, which
report appears in the September 30, 1995 annual report on Form 10-K of Moog
Inc.
KPMG Peat Marwick LLP
Buffalo, New York
December 27, 1995
<PAGE>
COOPERS chartered Lennox House telephone (01452 423031)
& LYBRAND accountants Beaufort Buildings
Spa Road
Gloucester GL1 1XD
telex 887474 COLYRN G
facsimile (01452) 300699
your reference
our reference
The Board of Directors MSHB/PR/AMP/CNR1063.95
Moog Inc.
East Aurora
NEW YORK
USA 22 November 1995
Dear Sirs
Independent Auditors' Report
We have audited the consolidated balance sheet of Moog Controls Limited (a
wholly-owned subsidiary of Moog Inc.) and subsidiaries as at September 30,
1995 and 1994, and the related consolidated statement of earnings and
retained earnings and cashflows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
of the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Moog
Controls Limited and subsidiaries as of September 30, 1995 and 1994, and
the results of their operations and cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United
States.
Our audits were made for the purpose of forming an opinion on the
consolidated financial statements taken as a whole. The supplemental
information in Schedules marked by us as "For identification purposes only"
are presented for purposes of additional analysis and may not be a required
part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, is fairly stated in
all material respects so far as the information in them relates to the
basic consolidated financial statements taken as whole.
COOPERS & LYBRAND
Chartered Accountants
Gloucester, UK
<PAGE>
COOPERS Telefon (0711) 7843-0 Mitglied von
& LYBRAND 70565 Stuttgart telefax (0711) 7843-100
Coopers
Postiach 800107 & Lybrand
70501 Stuttgart International
MOOG INC.
East Aurora, New York 14052-0018
U.S.A.
November 22, 1995
TRI/EGN/MOOGBV3.DOC
Independent Auditors Report
The Board of Directors
Moog Inc.:
We have audited the consolidated balance sheet of Moog GmbH (a wholly-owned
subsidiary of Moog Inc.) and subsidiary (Moog Italiana SRL) as of
September 30, 1995 and 1994, and the related consolidated statements of
Earnings and Retained Earnings, changes in shareholder's equity and cash
flows for the year then ended. These consolidated financial statements are
the responsibility of the company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Moog
GmbH and subsidiary as of September 30, 1995 and 1994, and the results of
its operations and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States.
Our audits were made for the purposes of forming an opinion on the
consolidated financial statements taken as a whole. The supplemental
information in exhibits A through H and Schedule 1 through 22 are presented
for purposes of additional analysis and are not a required part of the
basic financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic consolidated
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic consolidated financial statements taken
as whole.
COOPERS & LYBRAND GmbH
Wirtschaftsprufungsgesellschaft
<PAGE>
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