Notes to Consolidated Condensed Financial Statements
Six Months Ended April 2, 2022
(Unaudited)
(dollars in thousands, except per share data)
Note 1 - Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for the fair presentation of results for the interim period have been included. The results of operations for the three and six months ended April 2, 2022 are not necessarily indicative of the results expected for the full year. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our Form 10-K for the fiscal year ended October 2, 2021. All references to years in these financial statements are to fiscal years.
COVID-19 Impacts On Our Business
The spread of the COVID-19 outbreak has disrupted businesses on a global scale. On March 11, 2020, the World Health Organization classified the outbreak as a pandemic. As we entered this crisis, the Company established two clear priorities: first and foremost the health and safety of our employees and their families, and second, continuing to meet the needs of our customers and secure the financial well-being of the Company. Substantially all of our operations and production activities have, to-date, remained operational. COVID-19 is discussed in more detail throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Impairment of Assets
Long-lived assets, including acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. We estimate fair value using undiscounted cash flows to determine whether impairment exists and measure any impairment loss using discounted cash flows, or with another comparable method.
In 2022, we recorded impairment charges on long-lived assets in our Aircraft Controls segment. These charges relate to property, plant and equipment that experienced a significant decline in value due to a slower than expected recovery of our commercial aircraft business. In addition, we have recorded impairment charges on receivables and inventories associated with Russian actions in Ukraine. These charges are included in asset impairment in the Consolidated Condensed Statement of Earnings.
See Note 4 - Receivables, Note 5 - Inventories, Note 6 - Property, Plant and Equipment and Note 12 - Fair Value for additional disclosures relating to impairment charges recorded.
Recent Accounting Pronouncements Adopted
There have been no accounting pronouncements adopted for the six months ended April 2, 2022.
Recent Accounting Pronouncements Not Yet Adopted
We consider the applicability and impact of all Accounting Standard Updates ("ASU"). ASUs not listed were assessed and determined to be either not applicable, or had or are expected to have an immaterial impact on our financial statements and related disclosures.
Note 2 - Revenue from Contracts with Customers
We recognize revenue from contracts with customers using the five-step model prescribed in ASC 606. The first step is identifying the contract. The identification of a contract with a customer requires an assessment of each party’s rights and obligations regarding the products or services to be transferred, including an evaluation of termination clauses and presently enforceable rights and obligations. Each party’s rights and obligations and the associated terms and conditions are typically determined in purchase orders. For sales that are governed by master supply agreements under which provisions define specific program requirements, purchase orders are issued under these agreements to reflect presently enforceable rights and obligations for the units of products and services being purchased.
Contracts are sometimes modified to account for changes in contract specifications and requirements. When this occurs, we assess the modification as prescribed in ASC 606 and determine whether the existing contract needs to be modified (and revenue cumulatively caught up), whether the existing contract needs to be terminated and a new contract needs to be created, or whether the existing contract remains and a new contract needs to be created. This is determined based on the rights and obligations within the modification as well as the associated transaction price.
The next step is identifying the performance obligations. A performance obligation is a promise to transfer goods or services to a customer that is distinct in the context of the contract, as defined by ASC 606. We identify a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of our assessment, we consider all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The products and services in our contracts are typically not distinct from one another due to their complexity and reliance on each other or, in many cases, we provide a significant integration service. Accordingly, many of our contracts are accounted for as one performance obligation. In limited cases, our contracts have more than one distinct performance obligation, which occurs when we perform activities that are not highly complex or interrelated or involve different product life cycles. Warranties are provided on certain contracts, but do not typically provide for services beyond standard assurances and are therefore not distinct performance obligations under ASC 606.
The third step is determining the transaction price, which represents the amount of consideration we expect to be entitled to receive from a customer in exchange for providing the goods or services. There are times when this consideration is variable, for example a volume discount, and must be estimated. Sales, use, value-added, and excise taxes are excluded from the transaction price, where applicable.
The fourth step is allocating the transaction price. The transaction price must be allocated to the performance obligations identified in the contract based on relative stand-alone selling prices when available, or an estimate for each distinct good or service in the contract when standalone prices are not available. Our contracts with customers generally require payment under normal commercial terms after delivery. Payment terms are typically within 30 to 60 days of delivery. The timing of satisfaction of our performance obligations does not significantly vary from the typical timing of payment.
The final step is the recognition of revenue. We recognize revenue as the performance obligations are satisfied. ASC 606 provides guidance to help determine if we are satisfying the performance obligation at a point in time or over time. In determining when performance obligations are satisfied, we consider factors such as contract terms, payment terms and whether there is an alternative use of the product or service. In essence, we recognize revenue when, or as control of, the promised goods or services transfer to the customer.
Revenue is recognized either over time using an input method that uses costs incurred to date to measure progress toward completion ("cost-to-cost") method, or point in time method. The over-time method of revenue recognition is predominantly used in Aircraft Controls and Space and Defense Controls. We use this method for U.S. Government contracts and repair and overhaul arrangements as we are creating or enhancing assets that the customer controls as the assets are being created or enhanced. In addition, many of our large commercial contracts qualify for over-time accounting as our performance does not create an asset with an alternative use and we have an enforceable right to payment for performance completed to date. Our over-time contracts are primarily firm fixed price.
Revenue recognized at the point in time control is transferred to the customer is used most frequently in Industrial Systems. We use this method for commercial contracts in which the asset being created has an alternative use. We determine the point in time control transfers to the customer by weighing the five indicators provided by ASC 606 - the entity has a present right to payment; the customer has legal title; the customer has physical possession; the customer has significant risks and rewards of ownership; and the customer has accepted the asset. When control has transferred to the customer, profit is generated as cost of sales is recorded and as revenue is recognized. Inventory costs include all product manufacturing costs such as direct material, direct labor, other direct costs and indirect overhead cost allocations. Shipping and handling costs are considered costs to fulfill a contract and not considered performance obligations. They are included in cost of sales as incurred.
Revenue is recognized on contracts using the cost-to-cost method of accounting as work progresses toward completion as determined by the ratio of cumulative costs incurred to date to estimated total contract costs at completion, multiplied by the total estimated contract revenue, less cumulative revenue recognized in prior periods. We believe that cumulative costs incurred to date as a percentage of estimated total contract costs at completion is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately depicts the progress of our work and transfer of control to our customers. Changes in estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period. Estimates are reviewed and updated quarterly for substantially all contracts. For the three and six months ended April 2, 2022 we recognized lower revenue of $2,238 and additional revenue of $8,740, respectively, for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods. For the three and six months ended April 3, 2021 we recognized additional revenue of $10,563 and $12,535, respectively, for adjustments made to performance obligations satisfied (or partially satisfied) in previous periods.
Contract costs include only allocable, allowable and reasonable costs which are included in cost of sales when incurred. For applicable U.S. Government contracts, contract costs are determined in accordance with the Federal Acquisition Regulations and the related Cost Accounting Standards. The nature of these costs includes development engineering costs and product manufacturing costs such as direct material, direct labor, other direct costs and indirect overhead costs. Contract profit is recorded as a result of the revenue recognized less costs incurred in any reporting period. Variable consideration and contract modifications, such as performance incentives, penalties, contract claims or change orders are considered in estimating revenues, costs and profits when they can be reliably estimated and realization is considered probable. Revenue recognized on contracts for unresolved claims or unapproved contract change orders was not material for the three and six months ended April 2, 2022.
As of April 2, 2022, we had contract reserves of $47,380. For contracts with anticipated losses at completion, a provision for the entire amount of the estimated remaining loss is charged against income in the period in which the loss becomes known. Contract losses are determined considering all direct and indirect contract costs, exclusive of any selling, general or administrative cost allocations that are treated as period expenses. Loss reserves are more common on firm fixed-price contracts that involve, to varying degrees, the design and development of new and unique controls or control systems to meet the customers’ specifications. In accordance with ASC 606, we calculate contract losses at the contract level, versus the performance obligation level. Recall reserves are recorded when additional work is needed on completed products for them to meet contract specifications. Contract-related loss reserves are recorded for the additional work needed on completed and delivered products in order for them to meet contract specifications.
Contract Assets and Liabilities
Unbilled receivables (contract assets) primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. These are included as Receivables on the Consolidated Condensed Balance Sheets. Contract advances (contract liabilities) relate to payments received from customers in advance of the satisfaction of performance obligations for a contract. We do not consider contract advances to be significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and are customary in our industry.
Total contract assets and contract liabilities are as follows:
| | | | | | | | | | | | | | |
| | April 2,
2022 | | October 2, 2021 |
| Unbilled receivables | | $ | 590,416 | | | $ | 546,764 | |
| Contract advances | | 321,594 | | | 263,686 | |
| Net contract assets | | $ | 268,822 | | | $ | 283,078 | |
The increase in contract assets reflects the net impact of additional unbilled revenues recorded in excess of revenue recognized during the period. The increase in contract liabilities reflects the net impact of additional deferred revenues recorded in excess of revenue recognized during the period. For the three and six months ended April 2, 2022, we recognized $56,481 and $131,165 of revenue, respectively, that was included in the contract liability balance at the beginning of the period.
Remaining Performance Obligations
As of April 2, 2022, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) was $5,100,000. We expect to recognize approximately 45% of that amount as sales over the next twelve months and the balance thereafter.
Disaggregation of Revenue
See Note 19 - Segments, for disclosures related to disaggregation of revenue.
Note 3 - Acquisitions and Divestitures
Acquisitions
On February 21, 2022, we acquired TEAM Accessories Limited ("TEAM") based in Dublin, Ireland for a purchase price, net of acquired cash, of $14,890, consisting of $11,837 in cash and contingent consideration with an initial fair value of $3,053. TEAM specializes in Maintenance, Repair and Overhaul ("MRO") of engine and airframe components. This operation is included in our Aircraft Controls segment. The purchase price allocation is subject to adjustments as we obtain additional information for our estimates during the measurement period.
On December 18, 2020, we acquired Genesys Aerosystems Group, Inc. ("Genesys"), headquartered in Mineral Wells, Texas for a purchase price of $77,600, net of acquired cash. Genesys designs and manufactures a full suite of electronic flight instrument systems and autopilot solutions. This operation is included in our Aircraft Controls segment.
Divestitures
On December 3, 2021, we sold the assets of our Navigation Aids ("NAVAIDS") business based in Salt Lake City, Utah previously included in our Aircraft Controls segment to THALES USA Inc. We received proceeds at closing of $38,611, which are included in other investing transactions on the Consolidated Condensed Statements of Cash Flows and recorded a gain of $16,146, net of transaction costs. The sale is subject to customary post closing working capital and other adjustments, including amounts currently held in escrow.
In the first quarter of 2021, we sold a non-core business in our Aircraft Controls segment for $2,081 in net consideration in other investing transactions and recorded a loss of $683.
Note 4 - Receivables
Receivables consist of:
| | | | | | | | | | | | | | | |
| | April 2,
2022 | | October 2,
2021 | |
| Accounts receivable | | $ | 335,755 | | | $ | 395,674 | | |
| | | | | |
| | | | | |
| Unbilled receivables | | 590,416 | | | 546,764 | | |
| | | | | |
| Other | | 9,536 | | | 7,842 | | |
| Less allowance for credit losses | | (4,410) | | | (4,351) | | |
| Receivables, net | | $ | 931,297 | | | $ | 945,929 | | |
Net receivables disclosed above reflects the non-cash write-down of $642 recorded for the three months ended April 2, 2022 associated with Russian actions in Ukraine.
On November 4, 2021, Moog Receivables LLC (the "Receivables Subsidiary"), a wholly owned bankruptcy remote special purpose subsidiary of Moog Inc. (the "Company"), as seller, the Company, as master servicer, Wells Fargo Bank, N.A., as administrative agent (the "Agent") and certain purchasers (collectively, the "Purchasers") entered into an Amended and Restated Receivables Purchase Agreement (the "RPA"). The RPA matures on November 4, 2024 and is subject to customary termination events related to transactions of this type.
Under the RPA, the Receivables Subsidiary may sell receivables to the Purchasers in amounts up to a $100,000 limit. The receivables will be sold to the Purchasers in consideration for the Purchasers making payments of cash, which is referred to as "capital" for purposes of the RPA, to the Receivables Subsidiary in accordance with the terms of the RPA. The Receivables Subsidiary may sell receivables to the Purchasers so long as certain conditions are satisfied, including that, at any date of determination, the aggregate capital paid to the Receivables Subsidiary does not exceed a "capital coverage amount", equal to an adjusted net receivables pool balance minus a required reserve. Each Purchaser's share of capital accrues yield at a floating rate plus an applicable margin.
The parties intend that the conveyance of receivables to the Agent, for the ratable benefit of the Purchasers will constitute a purchase and sale of receivables and not a pledge for security. The Receivables Subsidiary has guaranteed to each Purchaser and Agent the prompt payment of sold receivables, and to secure the prompt payment and performance of such guaranteed obligations, the Receivables Subsidiary has granted a security interest to the Agent, for the benefit of the Purchasers, in all assets of the Receivables Subsidiary. The assets of the Receivables Subsidiary are not available to pay our creditors or any affiliate thereof. In our capacity as master servicer under the RPA, we are responsible for administering and collecting receivables and have made customary representations, warranties, covenants and indemnities. We also provided a performance guarantee for the benefit of the Purchaser.
The proceeds of the RPA are classified as operating activities in our Consolidated Condensed Statement of Cash Flows and were used to pay off the outstanding balance of the Securitization Program. Cash received from collections of sold receivables is used by the Receivables Subsidiary to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchaser. Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection. Total receivables sold under the RPA were $122,947 and $255,716 for the three and six months ended April 2, 2022, respectively. Total cash collections under the RPA were $112,518 and $155,716 for the three and six months ended April 2, 2022, respectively. The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded.
As of April 2, 2022, the amount sold to the Purchasers was $100,000, which was derecognized from the Consolidated Condensed Balance Sheets. As collateral against sold receivables, the Receivables Subsidiary maintains a certain level of unsold receivables, which was $596,419 as of April 2, 2022.
Previously we securitized certain trade receivables in transactions that were accounted for as secured borrowings (the "Securitization Program"). We maintained a subordinated interest in a portion of the pool of trade receivables that were securitized. The retained interest, which is included in Receivables in the Consolidated Condensed Balance Sheets, is recorded at fair value, which approximates the total amount of the designated pool of accounts receivable. Refer to Note 9 - Indebtedness, for additional disclosures related to the Securitization Program.
The allowance for credit losses is based on our assessment of the collectability of customer accounts. The allowance is determined by considering factors such as historical experience, credit quality, age of the accounts receivable, current economic conditions and reasonable forecasted financial information that may affect a customer’s ability to pay.
Note 5 - Inventories
Inventories, net of reserves, consist of:
| | | | | | | | | | | | | | |
| | April 2,
2022 | | October 2,
2021 |
| Raw materials and purchased parts | | $ | 232,046 | | | $ | 231,406 | |
| Work in progress | | 300,687 | | | 315,762 | |
| Finished goods | | 58,868 | | | 65,927 | |
| Inventories, net | | $ | 591,601 | | | $ | 613,095 | |
There are no material inventoried costs relating to over-time contracts where revenue is accounted for using the cost-to-cost method of accounting as of April 2, 2022 and October 2, 2021.
We have recorded impairment charges on inventory of $1,705 for the three months ended April 2, 2022 associated with Russian actions in Ukraine.
Note 6 - Property, Plant and Equipment
Property, plant and equipment consists of:
| | | | | | | | | | | | | | | | |
| | April 2,
2022 | | October 2,
2021 | | |
| Land | | $ | 37,194 | | | $ | 35,762 | | | |
| Buildings and improvements | | 513,316 | | | 506,450 | | | |
| Machinery and equipment | | 809,641 | | | 791,984 | | | |
| Computer equipment and software | | 193,818 | | | 179,066 | | | |
| Property, plant and equipment, at cost | | 1,553,969 | | | 1,513,262 | | | |
| Less accumulated depreciation and amortization | | (885,367) | | | (867,484) | | | |
| Property, plant and equipment, net | | $ | 668,602 | | | $ | 645,778 | | | |
We have recorded impairment charges on property, plant and equipment totaling $14,594 for the three months ended April 2, 2022, based on expected cash flows over the remaining life of the assets in relation to the impairment taken by the Company associated with a slower than expected recovery of our commercial aircraft business.
Note 7 - Leases
We lease certain manufacturing facilities, office space and machinery and equipment globally. At inception we evaluate whether a contractual arrangement contains a lease. Specifically, we consider whether we control the underlying asset and have the right to obtain substantially all the economic benefits or outputs from the asset. If the contractual arrangement contains a lease, we then determine the classification of the lease, operating or finance, using the classification criteria described in ASC 842. We then determine the term of the lease based on terms and conditions of the contractual arrangement, including whether the options to extend or terminate the lease are reasonably certain to be exercised. We have elected to not separate lease components from non-lease components, such as common area maintenance charges and instead, account for the lease and non-lease components as a single component.
Our lease right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and our lease liabilities represent our obligation to make lease payments. Operating lease ROU assets are included in Operating lease right-of-use assets and operating lease liabilities are included in Accrued liabilities and other and Other long-term liabilities on the Consolidated Condensed Balance Sheets. Finance lease ROU assets are included in Property, plant and equipment and finance lease liabilities are included in Accrued liabilities and other and Other long-term liabilities on the Consolidated Condensed Balance Sheets. Operating lease cost is included in Cost of sales and Selling, general and administrative on the Consolidated Condensed Statements of Earnings. Finance lease cost is included in Cost of sales, Selling, general and administrative and Interest on the Consolidated Condensed Statements of Earnings.
The ROU assets and lease liabilities for both operating and finance leases are recognized as of the commencement date at the net present value of the fixed minimum lease payments over the term of the lease, using the discount rate described below. Variable lease payments are recorded in the period in which the obligation for the payment is incurred. Variable lease payments based on an index or rate are initially measured using the index or rate as of the commencement date of the lease and included in the fixed minimum lease payments. For short-term leases that have a term of 12 months or less as of the commencement date, we do not recognize a ROU asset or lease liability on our balance sheet; we recognize expense as the lease payments are made over the lease term.
The discount rate used to calculate the present value of our leases is the rate implicit in the lease. If the information necessary to determine the rate implicit in the lease is not available, we use our incremental borrowing rate for collateralized debt, which is determined using our credit rating and other information available as of the lease commencement date.
The components of lease expense were as follows:
| | | | | | | | | | | | | | |
| Three Months Ended | Six Months Ended |
April 2,
2022 | April 3,
2021 | April 2,
2022 | April 3,
2021 |
| Operating lease cost | $ | 7,218 | | $ | 8,208 | | $ | 14,158 | | $ | 15,092 | |
| | | | |
| Finance lease cost: | | | | |
| Amortization of right-of-use assets | $ | 672 | | $ | 557 | | $ | 1,259 | | $ | 1,051 | |
| Interest on lease liabilities | 247 | | 166 | | 464 | | 327 | |
| Total finance lease cost | $ | 919 | | $ | 723 | | $ | 1,723 | | $ | 1,378 | |
Supplemental cash flow information related to leases was as follows:
| | | | | | | | |
| Six Months Ended |
April 2,
2022 | April 3,
2021 |
| Cash paid for amounts included in the measurement of lease liabilities: | | |
| Operating cash flow for operating leases | $ | 14,615 | | $ | 14,194 | |
| Operating cash flow for finance leases | 464 | | 327 | |
| Financing cash flow for finance leases | 1,085 | | 1,042 | |
| Assets obtained in exchange for lease obligations: | | |
| Operating leases | 9,744 | | 5,893 | |
| Finance leases | 7,904 | | 3,540 | |
Supplemental balance sheet information related to leases was as follows:
| | | | | | | | |
| April 2,
2022 | October 2,
2021 |
| Operating Leases | | |
| Operating lease right-of-use assets | $ | 61,659 | | $ | 60,355 | |
| | |
| Accrued liabilities and other | $ | 13,204 | | $ | 14,176 | |
| Other long-term liabilities | 58,986 | | 57,277 | |
| Total operating lease liabilities | $ | 72,190 | | $ | 71,453 | |
| | |
| Finance Leases | | |
| Property, plant, and equipment, at cost | $ | 27,345 | | $ | 19,861 | |
| Accumulated depreciation | (4,159) | | (3,375) | |
| Property, plant, and equipment, net | $ | 23,186 | | $ | 16,486 | |
| | |
| Accrued liabilities and other | $ | 2,783 | | $ | 2,014 | |
| Other long-term liabilities | 22,013 | | 15,904 | |
| Total finance lease liabilities | $ | 24,796 | | $ | 17,918 | |
| | |
| Weighted average remaining lease term in years | | |
| Operating leases | 7.4 | 7.4 |
| Finance leases | 18.7 | 15.5 |
| | |
| Weighted average discount rate | | |
| Operating leases | 4.6 | % | 4.7 | % |
| Finance leases | 4.6 | % | 5.0 | % |
Maturities of lease liabilities were as follows:
| | | | | | | | | | | | | | |
| | | April 2, 2022 |
| | Operating Leases | | Finance Leases |
| 2022 | | $ | 8,360 | | | $ | 1,878 | |
| 2023 | | 14,871 | | | 3,728 | |
| 2024 | | 11,715 | | | 3,691 | |
| 2025 | | 9,741 | | | 3,510 | |
| 2026 | | 8,512 | | | 3,226 | |
| Thereafter | | 33,972 | | | 29,283 | |
| Total lease payments | | 87,171 | | | 45,316 | |
| Less: imputed interest | | (14,981) | | | (20,520) | |
| Total | | $ | 72,190 | | | $ | 24,796 | |
Note 8 - Goodwill and Intangible Assets
The changes in the carrying amount of goodwill are as follows:
| | | | | | | | | | | | | | |
| Aircraft
Controls | Space and
Defense
Controls | Industrial
Systems | Total |
| Balance at October 2, 2021 | $ | 210,779 | | $ | 261,767 | | $ | 379,059 | | $ | 851,605 | |
| Acquisition | 6,367 | | — | | — | | 6,367 | |
| | | | |
| Divestiture | (6,961) | | — | | — | | (6,961) | |
| Foreign currency translation | (1,729) | | (28) | | (7,051) | | (8,808) | |
| Balance at April 2, 2022 | $ | 208,456 | | $ | 261,739 | | $ | 372,008 | | $ | 842,203 | |
Goodwill in our Space and Defense Controls segment is net of a $4,800 accumulated impairment loss at April 2, 2022. Goodwill in our Medical Devices reporting unit, included in our Industrial Systems segment, is net of a $38,200 accumulated impairment loss at April 2, 2022.
The components of intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | April 2, 2022 | | October 2, 2021 |
| | | Weighted-
Average
Life (years) | | Gross Carrying
Amount | | Accumulated
Amortization | | Gross Carrying
Amount | | Accumulated
Amortization |
| Customer-related | | 12 | | $ | 167,896 | | | $ | (110,915) | | | $ | 163,215 | | | $ | (108,844) | |
| Technology-related | | 9 | | 81,757 | | | (59,571) | | | 82,716 | | | (58,119) | |
| Program-related | | 23 | | 39,331 | | | (20,140) | | | 40,211 | | | (19,707) | |
| Marketing-related | | 8 | | 28,662 | | | (22,638) | | | 28,590 | | | (22,212) | |
| Other | | 10 | | 1,873 | | | (1,647) | | | 1,963 | | | (1,718) | |
| Intangible assets | | 12 | | $ | 319,519 | | | $ | (214,911) | | | $ | 316,695 | | | $ | (210,600) | |
Substantially all acquired intangible assets other than goodwill are being amortized. Customer-related intangible assets primarily consist of customer relationships. Technology-related intangible assets primarily consist of technology, patents, intellectual property and software. Program-related intangible assets consist of long-term programs represented by current contracts and probable follow on work. Marketing-related intangible assets primarily consist of trademarks, trade names and non-compete agreements.
Amortization of acquired intangible assets is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| April 2, 2022 | | April 3, 2021 | | April 2, 2022 | | April 3, 2021 |
| Acquired intangible asset amortization | $ | 3,329 | | | $ | 3,586 | | | $ | 6,727 | | | $ | 6,419 | |
Based on acquired intangible assets recorded at April 2, 2022, amortization is estimated to be approximately:
| | | | | | | | | | | | | | | | | |
| 2022 | 2023 | 2024 | 2025 | 2026 |
| Estimated future amortization of acquired intangible assets | $ | 13,500 | | $ | 13,100 | | $ | 12,300 | | $ | 11,200 | | $ | 11,000 | |
Note 9 - Indebtedness
We maintain short-term line of credit facilities with banks throughout the world that are principally demand lines subject to revision by the banks.
Long-term debt consists of:
| | | | | | | | | | | | | | |
| | April 2,
2022 | | October 2,
2021 |
| U.S. revolving credit facility | | $ | 320,100 | | | $ | 321,886 | |
| SECT revolving credit facility | | 17,000 | | | 7,000 | |
| Senior notes 4.25% | | 500,000 | | | 500,000 | |
| Securitization program | | — | | | 80,000 | |
| Other long-term debt | | 1,100 | | | 1,280 | |
| Senior debt | | 838,200 | | | 910,166 | |
| Less deferred debt issuance cost | | (5,437) | | | (6,446) | |
| Less current installments | | (372) | | | (80,365) | |
| Long-term debt | | $ | 832,391 | | | $ | 823,355 | |
Our U.S. revolving credit facility, which matures on October 15, 2024, has a capacity of $1,100,000 and provides an expansion option, which permits us to request an increase of up to $400,000 to the credit facility upon satisfaction of certain conditions. The credit facility is secured by substantially all of our U.S. assets. The loan agreement contains various covenants which, among others, specify interest coverage and maximum leverage. We are in compliance with all covenants.
The SECT has a revolving credit facility with a borrowing capacity of $35,000, maturing on July 26, 2024. Interest is based on LIBOR plus an applicable margin. A commitment fee is also charged based on a percentage of the unused amounts available and is not material.
At April 2, 2022, we had $500,000 aggregate principal amount of 4.25% senior notes due December 15, 2027 with interest paid semiannually on June 15 and December 15 of each year, which commenced on June 15, 2020. The senior notes are unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries and contain normal incurrence-based covenants and limitations such as the ability to incur additional indebtedness, pay dividends, make other restricted payments and investments, create liens and certain corporate acts such as mergers and consolidations. The aggregate net proceeds were used to repay indebtedness under our U.S. revolving credit facility, thereby increasing the unused portion of our U.S. revolving credit facility.
The Securitization Program was extended on October 29, 2021, effectively increasing our borrowing capacity by up to $80,000. Under the Securitization Program, we sold certain trade receivables and related rights to an affiliate, which in turn sold an undivided variable percentage ownership interest in the trade receivables to a financial institution, while maintaining a subordinated interest in a portion of the pool of trade receivables. Interest for the Securitization Program was based on 30-day LIBOR plus an applicable margin. A commitment fee was also charged based on a percentage of the unused amounts available and was not material. The agreement governing the Securitization Program contained restrictions and covenants which included limitations on the making of certain restricted payments, creation of certain liens, and certain corporate acts such as mergers, consolidations and sale of substantially all assets. The Securitization Program had a minimum borrowing requirement equal to the lesser of either 80% of our borrowing capacity or 100% of our borrowing base, which was a subset of the trade receivables sold under this agreement. See Note 4 - Receivables, for information related to the amended and restated RPA, which replaced the Securitization Program.
Note 10 - Other Accrued Liabilities
Other accrued liabilities consists of:
| | | | | | | | | | | | | | |
| | April 2,
2022 | | October 2, 2021 |
| Contract reserves | | $ | 47,380 | | | $ | 58,857 | |
| Employee benefits | | 61,345 | | | 54,146 | |
| Warranty accrual | | 24,471 | | | 26,602 | |
| Accrued income taxes | | 17,412 | | | 12,908 | |
| Other | | 67,172 | | | 59,492 | |
| Other accrued liabilities | | $ | 217,780 | | | $ | 212,005 | |
In the ordinary course of business, we warrant our products against defects in design, materials and workmanship typically over periods ranging from twelve to sixty months. We determine warranty reserves needed by product line based on historical experience and current facts and circumstances. Activity in the warranty accrual is summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | | | | | | | | | | | | | | | |
| | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 | | | | | | | | | | | | | | | | |
| Warranty accrual at beginning of period | | $ | 25,026 | | | $ | 29,338 | | | $ | 26,602 | | | $ | 27,707 | | | | | | | | | | | | | | | | | |
| Additions from acquisitions | | — | | | — | | | — | | | 990 | | | | | | | | | | | | | | | | | |
| Warranties issued during current period | | 2,835 | | | 3,724 | | | 3,400 | | | 7,788 | | | | | | | | | | | | | | | | | |
| Adjustments to pre-existing warranties | | (42) | | | (249) | | | (66) | | | (213) | | | | | | | | | | | | | | | | | |
| Reductions for settling warranties | | (3,139) | | | (3,363) | | | (4,854) | | | (7,146) | | | | | | | | | | | | | | | | | |
| Divestiture adjustment | | (38) | | | — | | | (368) | | | — | | | | | | | | | | | | | | | | | |
| Foreign currency translation | | (171) | | | (212) | | | (243) | | | 112 | | | | | | | | | | | | | | | | | |
| Warranty accrual at end of period | | $ | 24,471 | | | $ | 29,238 | | | $ | 24,471 | | | $ | 29,238 | | | | | | | | | | | | | | | | | |
Note 11 - Derivative Financial Instruments
We principally use derivative financial instruments to manage foreign exchange risk related to foreign operations and foreign currency transactions and interest rate risk associated with long-term debt. We enter into derivative financial instruments with a number of major financial institutions to minimize counterparty credit risk.
Derivatives designated as hedging instruments
We use foreign currency contracts as cash flow hedges to effectively fix the exchange rates on future payments and revenue. To mitigate exposure in movements between various currencies, including the Philippine peso and the British pound, we had outstanding foreign currency contracts with notional amounts of $51,047 at April 2, 2022. These contracts mature at various times through September 1, 2023.
We use forward currency contracts to hedge our net investment in certain foreign subsidiaries. As of April 2, 2022, we had no outstanding net investment hedges.
Interest rate swaps are used to adjust the proportion of total debt that is subject to variable and fixed interest rates. The interest rate swaps are designated as hedges of the amount of future cash flows related to interest payments on variable-rate debt that, in combination with the interest payments on the debt, convert a portion of the variable-rate debt to fixed-rate debt. At April 2, 2022, we had no outstanding interest rate swaps.
Foreign currency contracts, net investment hedges and interest rate swaps are recorded in the Consolidated Condensed Balance Sheets at fair value and the related gains or losses are deferred in Shareholders’ Equity as a component of Accumulated Other Comprehensive Income ("AOCIL"). These deferred gains and losses are reclassified into the Consolidated Condensed Statements of Earnings, as necessary, during the periods in which the related payments or receipts affect earnings. However, to the extent the foreign currency contracts and interest rate swaps are not perfectly effective in offsetting the change in the value of the payments and revenue being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was not material in the first six months of 2022 or 2021.
Derivatives not designated as hedging instruments
We also have foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currency and are adjusted to current values using period-end exchange rates. The resulting gains or losses are recorded in the Consolidated Condensed Statements of Earnings. To minimize foreign currency exposure, we had foreign currency contracts with notional amounts of $101,673 at April 2, 2022. The foreign currency contracts are recorded in the Consolidated Condensed Balance Sheets at fair value and resulting gains or losses are recorded in the Consolidated Condensed Statements of Earnings. We recorded the following gains and losses on foreign currency contracts which are included in other income or expense and generally offset the gains or losses from the foreign currency adjustments on the intercompany balances that are also included in other income or expense:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | Six Months Ended |
| Statements of Earnings location | | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| Net gain (loss) | | | | | | | | | |
| Foreign currency contracts | Other | | $ | (2,134) | | | $ | (1,795) | | | $ | (4,038) | | | $ | 3,093 | |
Summary of derivatives
The fair value and classification of derivatives is summarized as follows:
| | | | | | | | | | | | | | | | | |
| Balance Sheets location | | April 2,
2022 | | October 2,
2021 |
| Derivatives designated as hedging instruments: | | | | | |
| Foreign currency contracts | Other current assets | | $ | 559 | | | $ | 325 | |
| Foreign currency contracts | Other assets | | 414 | | | 104 | |
| | | | | |
| | | | | |
| | | | | |
| | Total asset derivatives | | $ | 973 | | | $ | 429 | |
| Foreign currency contracts | Accrued liabilities and other | | $ | 1,610 | | | $ | 1,235 | |
| Foreign currency contracts | Other long-term liabilities | | 270 | | | 537 | |
| | | | | |
| | | | | |
| | | | | |
| | Total liability derivatives | | $ | 1,880 | | | $ | 1,772 | |
| Derivatives not designated as hedging instruments: | | | | |
| Foreign currency contracts | Other current assets | | $ | 587 | | | $ | 226 | |
| Foreign currency contracts | Accrued liabilities and other | | $ | 595 | | | $ | 480 | |
| | | | | |
Note 12 - Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. The definition of the fair value hierarchy is as follows:
Level 1 – Quoted prices in active markets for identical assets and liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for similar assets and liabilities.
Level 3 – Inputs for which significant valuation assumptions are unobservable in a market and therefore value is based on the best available data, some of which is internally developed and considers risk premiums that a market participant would require.
Our derivatives are valued using various pricing models or discounted cash flow analyses that incorporate observable market data, such as interest rate yield curves and currency rates, and are classified as Level 2 within the valuation hierarchy.
The following table presents the fair values and classification of our financial assets and liabilities measured on a recurring basis, all of which are classified as Level 2, except for the acquisition contingent consideration, which is classified as Level 3:
| | | | | | | | | | | | | | | | | | | | |
| | Balance Sheets location | | April 2,
2022 | | October 2,
2021 |
| Foreign currency contracts | | Other current assets | | $ | 1,146 | | | $ | 551 | |
| Foreign currency contracts | | Other assets | | 414 | | | 104 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | Total assets | | $ | 1,560 | | | $ | 655 | |
| Foreign currency contracts | | Accrued liabilities and other | | $ | 2,205 | | | $ | 1,715 | |
| Foreign currency contracts | | Other long-term liabilities | | 270 | | | 537 | |
| | | | | | |
| | | | | | |
| | | | | | |
| Acquisition contingent consideration | | Accrued liabilities and other | | 989 | | | — | |
| Acquisition contingent consideration | | Other long-term liabilities | | 2,095 | | | — | |
| | Total liabilities | | $ | 5,559 | | | $ | 2,252 | |
The changes in financial liabilities classified as Level 3 within the fair value hierarchy are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| Balance at beginning of period | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Additions from acquisitions | | 3,053 | | | — | | | 3,053 | | | — | |
| Increase in discounted future cash flows recorded as interest expense | | 31 | | | — | | | 31 | | | — | |
| | | | | | | | |
| | | | | | | | |
| Balance at end of period | | $ | 3,084 | | | $ | — | | | $ | 3,084 | | | $ | — | |
Our only financial instrument for which the carrying value differs from its fair value is long-term debt. At April 2, 2022, the fair value of long-term debt was $816,825 compared to its carrying value of $838,200. The fair value of long-term debt is classified as Level 2 within the fair value hierarchy and was estimated based on quoted market prices.
Property, plant and equipment, inventories and receivables have been measured at fair values on a nonrecurring basis using future discounted cash flows and other observable inputs (Level 3) and are not included in the fair value tables above. Impairment losses of $16,941 for the three months ended April 2, 2022, are recorded as a result of these measurements and are described in Note 4 - Receivables, Note 5 - Inventories and Note 6 - Property, Plant and Equipment.
Note 13 - Restructuring
In 2022, we initiated restructuring actions in relation to portfolio shaping activities in our Space and Defense and Industrial Systems segments and for slower than expected business recovery in our Aircraft Controls segment. These actions have and will result in workforce reductions, principally in the U.S., U.K. and Europe. The 2022 restructuring charge consists of non-cash charges related to an inventory write-down of $1,500, equipment of $969 and severance of $6,824 for businesses we are no longer pursuing. Restructuring activity for severance and other costs by segment and reconciliation to consolidated amounts is as follows:
| | | | | | | | | | | | | | | |
| Aircraft Controls | Space and Defense Controls | Industrial Systems | | Total |
| Balance at October 2, 2021 | $ | 179 | | $ | — | | $ | 5,486 | | | $ | 5,665 | |
| | | | | |
| | | | | |
| Charged to expense - 2022 plan | 4,232 | | 3,337 | | 1,724 | | | 9,293 | |
| Non-cash charges - 2022 plan | — | | (2,469) | | — | | | (2,469) | |
| | | | | |
| | | | | |
| | | | | |
| Cash payments - 2022 plan | — | | (305) | | (43) | | | (348) | |
| Cash payments - 2020 plan | — | | — | | (444) | | | (444) | |
| Cash payments - 2018 plan | — | | — | | (198) | | | (198) | |
| Foreign currency translation | — | | — | | (14) | | | (14) | |
| Balance at April 2, 2022 | $ | 4,411 | | $ | 563 | | $ | 6,511 | | | $ | 11,485 | |
As of April 2, 2022, the restructuring accrual consists of $6,477 for the 2022 plan, $3,177 for the 2020 plan and $1,831 for the 2018 plan. Restructuring is expected to be paid within a year, except portions classified as long-term liabilities based on the nature of the reserve.
Note 14 - Employee Benefit Plans
Pension expense for our defined contribution plans consists of:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | Six Months Ended |
| | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| U.S. defined contribution plans | | $ | 11,169 | | | $ | 8,918 | | | $ | 21,714 | | | $ | 17,491 | |
| Non-U.S. defined contribution plans | | 2,386 | | | 2,340 | | | 4,538 | | | 3,934 | |
| Total expense for defined contribution plans | | $ | 13,555 | | | $ | 11,258 | | | $ | 26,252 | | | $ | 21,425 | |
Net periodic benefit costs for our defined benefit pension plans are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| U.S. Plans | | | | | | | | |
| Service cost | | $ | 4,956 | | | $ | 5,622 | | | $ | 9,913 | | | $ | 11,244 | |
| Interest cost | | 4,561 | | | 4,276 | | | 9,123 | | | 8,552 | |
| Expected return on plan assets | | (7,450) | | | (7,636) | | | (14,901) | | | (15,272) | |
| | | | | | | | |
| Amortization of actuarial loss | | 3,897 | | | 3,431 | | | 7,793 | | | 6,861 | |
| Expense for U.S. defined benefit plans | | $ | 5,964 | | | $ | 5,693 | | | $ | 11,928 | | | $ | 11,385 | |
| Non-U.S. Plans | | | | | | | | |
| Service cost | | $ | 1,107 | | | $ | 1,219 | | | $ | 2,229 | | | $ | 2,887 | |
| Interest cost | | 627 | | | 526 | | | 1,261 | | | 1,231 | |
| Expected return on plan assets | | (886) | | | (990) | | | (1,783) | | | (2,133) | |
| Amortization of prior service cost | | 15 | | | 16 | | | 30 | | | 14 | |
| Amortization of actuarial loss | | 1,004 | | | 1,403 | | | 2,026 | | | 2,790 | |
| Curtailment gain | | — | | | (5,830) | | | — | | | (5,830) | |
| | | | | | | | |
| Expense for non-U.S. defined benefit plans | | $ | 1,867 | | | $ | (3,656) | | | $ | 3,763 | | | $ | (1,041) | |
Note 15 - Income Taxes
The effective tax rate for the three and six months ended April 2, 2022 were 24.9% and 24.8%, respectively. The effective tax rate for the three and six months ended April 2, 2022 is higher than expected from applying the U.S. federal statutory tax rate of 21% to earnings before income taxes due to tax on earnings generated outside the U.S.
The effective tax rate for the three and six months ended April 3, 2021 were 21.6% and 23.1%, respectively. The effective tax rate for the three and six months ended April 3, 2021 is higher than expected from applying the U.S. federal statutory tax rate of 21% to earnings before income taxes due to tax on earnings generated outside the U.S., partially offset by the benefit of a curtailment gain associated with the termination of a foreign defined benefit pension plan with no associated tax expense in the second quarter.
Note 16 - Accumulated Other Comprehensive Income (Loss)
The changes in AOCIL, net of tax, by component for the six months ended April 2, 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Accumulated foreign currency translation | | Accumulated retirement liability | | Accumulated gain (loss) on derivatives | | Total |
| AOCIL at October 2, 2021 | | $ | (92,989) | | | $ | (153,210) | | | $ | (1,361) | | | $ | (247,560) | |
| OCI before reclassifications | | (24,798) | | | 1,598 | | | (624) | | | (23,824) | |
| Amounts reclassified from AOCIL | | (45) | | | 7,030 | | | 464 | | | 7,449 | |
| OCI, net of tax | | (24,843) | | | 8,628 | | | (160) | | | (16,375) | |
| AOCIL at April 2, 2022 | | $ | (117,832) | | | $ | (144,582) | | | $ | (1,521) | | | $ | (263,935) | |
Net gains and losses on net investment hedges are recorded in Accumulated foreign currency translation to the extent that the instruments are effective in hedging the designated risk.
The amounts reclassified from AOCIL into earnings are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended | | Six Months Ended |
| | Statements of Earnings location | | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| Retirement liability: | | | | | | | | | | |
| Prior service cost | | | | $ | 15 | | | $ | 16 | | | $ | 30 | | | $ | 14 | |
| | | | | | | | | | |
| Actuarial losses | | | | 4,583 | | | 4,705 | | | 9,183 | | | 9,394 | |
| Curtailment gain | | | | — | | | (5,830) | | | — | | | (5,830) | |
| | | | | | | | | | |
| Reclassification from AOCIL into earnings | | 4,598 | | | (1,109) | | | 9,213 | | | 3,578 | |
| Tax effect | | | | (1,090) | | | (1,121) | | | (2,183) | | | (2,239) | |
| Net reclassification from AOCIL into earnings | | $ | 3,508 | | | $ | (2,230) | | | $ | 7,030 | | | $ | 1,339 | |
| Derivatives: | | | | | | | | | | |
| Foreign currency contracts | | Sales | | $ | 176 | | | $ | (80) | | | $ | 244 | | | $ | (52) | |
| Foreign currency contracts | | Cost of sales | | 299 | | | (548) | | | 349 | | | (1,105) | |
| | | | | | | | | | |
| Reclassification from AOCIL into earnings | | 475 | | | (628) | | | 593 | | | (1,157) | |
| Tax effect | | | | (105) | | | 145 | | | (129) | | | 271 | |
| Net reclassification from AOCIL into earnings | | $ | 370 | | | $ | (483) | | | $ | 464 | | | $ | (886) | |
Reclassification from AOCIL into earnings for the Retirement liability are included in the computation of non-service pension expense, which is included in Other on the Consolidated Condensed Statement of Earnings.
The effective portion of amounts deferred in AOCIL are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| Foreign currency contracts | | $ | (857) | | | $ | (283) | | | $ | (802) | | | $ | 348 | |
| | | | | | | | |
| Net gain (loss) | | (857) | | | (283) | | | (802) | | | 348 | |
| Tax effect | | 192 | | | 64 | | | 178 | | | (66) | |
| Net deferral in AOCIL of derivatives | | $ | (665) | | | $ | (219) | | | $ | (624) | | | $ | 282 | |
Note 17 - Stock Employee Compensation Trust and Supplemental Retirement Plan Trust
The SECT assists in administering and provides funding for equity-based compensation plans and benefit programs, including the Moog Inc. Retirement Savings Plan ("RSP") and the Employee Stock Purchase Plan ("ESPP"). SERP Trust provides funding for benefits under the SERP provisions of the Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Income. Both the SECT and the SERP Trust hold Moog shares as investments. The shares in the SECT and SERP Trust are not considered outstanding for purposes of calculating earnings per share. However, in accordance with the trust agreements governing the SECT and SERP Trust, the trustees vote all shares held by the SECT and SERP Trust on all matters submitted to shareholders.
Note 18 - Earnings per Share
Basic and diluted weighted-average shares outstanding, as well as shares considered to be anti-dilutive, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| Basic weighted-average shares outstanding | | 31,984,674 | | | 32,146,247 | | | 32,021,036 | | | 32,110,365 | |
| Dilutive effect of equity-based awards | | 136,052 | | | 179,247 | | | 133,406 | | | 170,793 | |
| Diluted weighted-average shares outstanding | | 32,120,726 | | | 32,325,494 | | | 32,154,442 | | | 32,281,158 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| Anti-dilutive shares from equity-based awards | | 54,057 | | | 57,751 | | | 58,204 | | | 72,940 | |
Note 19 - Segments
Disaggregation of net sales by segment for the three and six months ended April 2, 2022 and April 3, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| Market Type | | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| Net sales: | | | | | | | | |
| Military | | $ | 192,089 | | | $ | 201,520 | | | $ | 378,038 | | | $ | 407,218 | |
| Commercial | | 119,179 | | | 102,841 | | | 236,547 | | | 183,917 | |
| Aircraft Controls | | 311,268 | | | 304,361 | | | 614,585 | | | 591,135 | |
| Space | | 87,074 | | | 87,837 | | | 174,657 | | | 165,648 | |
| Defense | | 136,275 | | | 118,331 | | | 256,548 | | | 228,682 | |
| Space and Defense Controls | | 223,349 | | | 206,168 | | | 431,205 | | | 394,330 | |
| Energy | | 32,316 | | | 28,247 | | | 63,782 | | | 56,891 | |
| Industrial Automation | | 110,411 | | | 111,206 | | | 212,554 | | | 206,437 | |
| Simulation and Test | | 29,625 | | | 19,774 | | | 51,800 | | | 39,900 | |
| Medical | | 63,818 | | | 66,646 | | | 120,947 | | | 131,663 | |
| Industrial Systems | | 236,170 | | | 225,873 | | | 449,083 | | | 434,891 | |
| Net sales | | $ | 770,787 | | | $ | 736,402 | | | $ | 1,494,873 | | | $ | 1,420,356 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| Customer Type | | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| Net sales: | | | | | | | | |
| Commercial | | $ | 119,179 | | | $ | 102,841 | | | $ | 236,547 | | | $ | 183,917 | |
| U.S. Government (including OEM) | | 138,026 | | | 151,479 | | | 281,905 | | | 308,156 | |
| Other | | 54,063 | | | 50,041 | | | 96,133 | | | 99,062 | |
| Aircraft Controls | | 311,268 | | | 304,361 | | | 614,585 | | | 591,135 | |
| Commercial | | 28,554 | | | 37,019 | | | 52,877 | | | 68,153 | |
| U.S. Government (including OEM) | | 180,109 | | | 157,955 | | | 350,124 | | | 296,127 | |
| Other | | 14,686 | | | 11,194 | | | 28,204 | | | 30,050 | |
| Space and Defense Controls | | 223,349 | | | 206,168 | | | 431,205 | | | 394,330 | |
| Commercial | | 235,165 | | | 218,052 | | | 442,400 | | | 420,005 | |
| U.S. Government (including OEM) | | 153 | | | 4,428 | | | 3,939 | | | 10,749 | |
| Other | | 852 | | | 3,393 | | | 2,744 | | | 4,137 | |
| Industrial Systems | | 236,170 | | | 225,873 | | | 449,083 | | | 434,891 | |
| Commercial | | 382,898 | | | 357,912 | | | 731,824 | | | 672,075 | |
| U.S. Government (including OEM) | | 318,288 | | | 313,862 | | | 635,968 | | | 615,032 | |
| Other | | 69,601 | | | 64,628 | | | 127,081 | | | 133,249 | |
| Net sales | | $ | 770,787 | | | $ | 736,402 | | | $ | 1,494,873 | | | $ | 1,420,356 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| Revenue Recognition Method | | April 2, 2022 | | April 3, 2021 | | April 2, 2022 | | April 3, 2021 |
| Net sales: | | | | | | | | |
| Over-time | | $ | 239,720 | | | $ | 241,935 | | | $ | 486,369 | | | $ | 472,055 | |
| Point in time | | 71,548 | | | 62,426 | | | 128,216 | | | 119,080 | |
| Aircraft Controls | | 311,268 | | | 304,361 | | | 614,585 | | | 591,135 | |
| Over-time | | 207,309 | | | 189,434 | | | 399,755 | | | 363,745 | |
| Point in time | | 16,040 | | | 16,734 | | | 31,450 | | | 30,585 | |
| Space and Defense Controls | | 223,349 | | | 206,168 | | | 431,205 | | | 394,330 | |
| Over-time | | 40,287 | | | 29,367 | | | 69,312 | | | 57,101 | |
| Point in time | | 195,883 | | | 196,506 | | | 379,771 | | | 377,790 | |
| Industrial Systems | | 236,170 | | | 225,873 | | | 449,083 | | | 434,891 | |
| Over-time | | 487,316 | | | 460,736 | | | 955,436 | | | 892,901 | |
| Point in time | | 283,471 | | | 275,666 | | | 539,437 | | | 527,455 | |
| Net sales | | $ | 770,787 | | | $ | 736,402 | | | $ | 1,494,873 | | | $ | 1,420,356 | |
Operating profit is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense, non-service pension expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, manpower or profit. Operating profit by segment for the three and six months ended April 2, 2022 and April 3, 2021 and a reconciliation of segment operating profit to earnings before income taxes are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | April 2,
2022 | | April 3,
2021 | | April 2,
2022 | | April 3,
2021 |
| Operating profit: | | | | | | | | |
| Aircraft Controls | | $ | 12,441 | | | $ | 22,018 | | | $ | 54,356 | | | $ | 49,940 | |
| Space and Defense Controls | | 24,075 | | | 26,652 | | | 45,374 | | | 49,698 | |
| Industrial Systems | | 20,723 | | | 23,813 | | | 37,914 | | | 43,711 | |
| Total operating profit | | 57,239 | | | 72,483 | | | 137,644 | | | 143,349 | |
| Deductions from operating profit: | | | | | | | | |
| Interest expense | | 8,263 | | | 8,629 | | | 16,245 | | | 17,049 | |
| Equity-based compensation expense | | 1,920 | | | 2,127 | | | 4,578 | | | 4,629 | |
| Non-service pension expense (income) | | 1,472 | | | (4,901) | | | 2,957 | | | (3,981) | |
| Corporate and other expenses, net | | 6,871 | | | 4,500 | | | 13,728 | | | 13,153 | |
| Earnings before income taxes | | $ | 38,713 | | | $ | 62,128 | | | $ | 100,136 | | | $ | 112,499 | |
Note 20 - Related Party Transactions
John Scannell, Moog's Chairman of the Board of Directors and Chief Executive Officer, is a member of the Board of Directors of M&T Bank Corporation and M&T Bank. We currently engage with M&T Bank in the ordinary course of business for various financing activities, all of which were initiated prior to the election of Mr. Scannell to the Board. M&T Bank provides credit extension for routine purchases, which for the three and six months ended April 2, 2022 totaled $4,220 and $7,863, respectively. Credit extension for the three and six months ended April 3, 2021 totaled $3,521 and $6,950, respectively. At April 2, 2022, we held outstanding leases with a total original cost of $16,925. At April 2, 2022, outstanding deposits on our behalf for future equipment leases totaled $2,419. M&T Bank also maintains an interest of approximately 12% in our U.S. revolving credit facility. Further details of the U.S. revolving credit facility can be found in Note 9 - Indebtedness. Wilmington Trust, a subsidiary of M&T Bank, is the trustee of the pension assets for our qualified U.S. defined benefit plan.
Note 21 - Commitments and Contingencies
From time to time, we are involved in legal proceedings. We are not a party to any pending legal proceedings which management believes will result in a material adverse effect on our financial condition, results of operations or cash flows.
We are engaged in administrative proceedings with governmental agencies and legal proceedings with governmental agencies and other third parties in the normal course of our business, including environmental matters. We believe that adequate reserves have been established for our share of the estimated cost for all currently pending environmental administrative or legal proceedings and do not expect that these environmental matters will have a material adverse effect on our financial condition, results of operations or cash flows.
In the ordinary course of business we could be subject to ongoing claims or disputes from our customers, the ultimate settlement of which could have a material adverse impact on our consolidated results of operations. While the receivables and any loss provisions recorded to date reflect management's best estimate of the projected costs to complete a given project, there is still significant effort required to complete the ultimate deliverable. Future variability in internal cost and future profitability is dependent upon a number of factors including deliveries, performance and government budgetary pressures. The inability to achieve a satisfactory contractual solution, further unplanned delays, additional developmental cost growth or variations in any of the estimates used in the existing contract analysis could lead to further loss provisions. Additional losses could have a material adverse impact on our financial condition, results of operations or cash flows in the period in which the loss may be recognized.
We are contingently liable for $24,109 of standby letters of credit issued by a bank to third parties on our behalf at April 2, 2022.
Note 22 - Subsequent Event
On April 28, 2022, we declared a $0.26 per share quarterly dividend payable on issued and outstanding shares of our Class A and Class B common stock on May 31, 2022 to shareholders of record at the close of business on May 13, 2022.