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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2005
MOOG INC.
(Exact name of registrant as specified in its charter)
New York 1-5129 16-0757636
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) 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
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE.
Moog Inc. (the "Company") is reaffirming its outlook for sales and earnings per
share for the fiscal year 2005 ending September 24, 2005. Sales are expected to
be $1.035 billion, and diluted earnings per share are forecast to be $1.63.
These are the same amounts as included in Form 10-Q for the quarter ended June
25, 2005, filed on August 4, 2005.
The Company is reaffirming its outlook for sales and earnings per share for the
fiscal year 2006. Sales are expected to be within a range of $1.162 billion to
$1.182 billion, and diluted earnings per share are forecast to be within a range
of $1.79 to $1.87. These are the same ranges as included in Form 10-Q for the
quarter ended June 25, 2005, filed on August 4, 2005.
The Company expects net cash provided by operating activities and EBITDA to be
$101.0 million and $143.4 million, respectively, in fiscal year 2005 and $90.0
million and $166.7 million, respectively, in fiscal year 2006 using the midpoint
of the projected diluted earnings per share range as described above.
Reconciliation of EBITDA to Net Cash Provided by Operating Activities
(dollars in millions) Fiscal Year 2005 Fiscal Year 2006
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Net earnings $ 64.3 $ 72.6
Add income taxes 30.2 35.0
Add interest 13.7 19.1
Add depreciation and amortization 35.2 40.0
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EBITDA $ 143.4 $ 166.7
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Interest (13.7) (19.1)
Income taxes (30.2) (35.0)
Changes in assets and liabilities 1.5 (22.6)
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Net cash provided by operating activities $ 101.0 $ 90.0
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EBITDA is defined by the Company as net earnings before income taxes, interest
and depreciation and amortization. The Company believes EBITDA is a useful
supplement to net cash provided by operating activities in understanding cash
flows generated from operations that are available for debt service costs,
income taxes and other working capital needs, in addition to cash available for
capital expenditures and other investing activities. EBITDA does not represent
net cash provided by operating activities as defined by generally accepted
accounting principles. Accordingly, EBITDA should not be construed as an
alternative to net cash provided by operating activities or other measures as
determined in accordance with generally accepted accounting principles as a
measure of the Company's liquidity. The Company's definition of EBITDA may
differ from the definition of EBITDA used by other companies and may not be
comparable to similarly titled measures of other companies.
The information in this report is furnished pursuant to Item 7.01 of Form 8-K
and shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
the liability of the section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, except as
previously stated by specific reference in such a filing.
ITEM 8.01 OTHER EVENTS.
On September 7, 2005, the Company issued a press release announcing an offering
of $50 million in aggregate principal amount of 6 1/4% senior subordinated notes
due 2015. The information contained in this press release, which is filed as
exhibit 99.1 to this current Report in Form 8-K, is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated September 7, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOOG INC.
Dated: September 7, 2005 By: /s/ Donald R. Fishback
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Name: Donald R. Fishback
Controller
EXHIBIT INDEX
Exhibit Description
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99.1 Press release dated September 7, 2005