Moog Announces Acquisition of Genesys Aerosystems Group, Inc.
East Aurora, NY — Moog Inc. (NYSE: MOG.A and MOG.B) announced today that it has completed the acquisition of Genesys Aerosystems Group, Inc. (Genesys) for a purchase price of approximately $77.7 million. Genesys Aerosystems is headquartered in Mineral Wells, Texas and has 143 employees. The purchase includes the operating subsidiaries S-Tec Corporation and Genesys Aerosystems, Inc.
Genesys designs and manufactures a full suite of electronic flight instrument systems and autopilot solutions specializing in fixed wing, rotorcraft, military and special mission aircraft fleet support with state-of-the-art avionics and product sustainment services.
“Genesys is proud to bring over 40 years of avionics experience into the Moog family,” said Genesys CEO Roger Smith. “Joining Moog positions us to continue our development of industry-leading avionics products and our relentless focus on delighting our customers for the long term.”
“We’re excited to bring Genesys Aerosystems’ products and people into Moog’s Aircraft Controls Segment,” said Mark Trabert, Moog Aircraft Controls Segment President. “Genesys adds to our product and capabilities portfolio. The product synergies and cultural alignment of our two organizations will enable future growth beyond our current core flight control business.”
Moog Inc. is a worldwide designer, manufacturer, and integrator of precision control components and systems. Moog’s high-performance systems control military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles, automated industrial machinery, marine, and medical equipment. Additional information about the Moog can be found at www.moog.com. Additional information about Genesys Aerosystems can be found at www.genesys-aerosystems.com.
Information included or incorporated by reference in this report that does not consist of historical facts, including statements accompanied by or containing words such as “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume” and “assume,” are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to certain current and future events and financial performance and are not guarantees of future performance. This includes but is not limited to, the Company’s expectation and ability to pay a quarterly cash dividend on its common stock in the future, subject to the determination by the board of directors, and based on an evaluation of company earnings, financial condition and requirements, business conditions, capital allocation determinations and other factors, risks and uncertainties. The impact or occurrence of these could cause actual results to differ materially from the expected results described in the forward-looking statements. These important factors, risks and uncertainties include:
COVID-19 Pandemic Risks
§ We face various risks related to health pandemics such as the global COVID-19 pandemic, which may have material adverse consequences on our operations, financial position, cash flows, and those of our customers and suppliers.
§ We operate in highly competitive markets with competitors who may have greater resources than we possess;
§ Our new products and technology research and development efforts are substantial and may not be successful which could reduce our sales and earnings;
§ Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete; and
§ Our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or as we conduct divestitures.
Market Condition Risks
§ The markets we serve are cyclical and sensitive to domestic and foreign economic conditions and events, which may cause our operating results to fluctuate;
§ We depend heavily on government contracts that may not be fully funded or may be terminated, and the failure to receive funding or the termination of one or more of these contracts could reduce our sales and increase our costs;
§ The loss of The Boeing Company as a customer or a significant reduction in sales to The Boeing Company could adversely impact our operating results; and
§ We may not realize the full amounts reflected in our backlog as revenue, which could adversely affect our future revenue and growth prospects.
§ Our business operations may be adversely affected by information systems interruptions, intrusions or new software implementations;
§ We may not be able to prevent, or timely detect, issues with our products and our manufacturing processes which may adversely affect our operations and our earnings;
§ If our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted; and
§ The failure or misuse of our products may damage our reputation, necessitate a product recall or result in claims against us that exceed our insurance coverage, thereby requiring us to pay significant damages.
§ We make estimates in accounting for over-time contracts, and changes in these estimates may have significant impacts on our earnings;
§ We enter into fixed-price contracts, which could subject us to losses if we have cost overruns;
§ Our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility;
§ The phase out of LIBOR may negatively impact our debt agreements and financial position, results of operations and liquidity;
§ Significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could adversely affect our earnings and equity and increase our pension funding requirements;
§ A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth; and
§ Unforeseen exposure to additional income tax liabilities may affect our operating results.
Legal and Compliance Risks
§ Contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting standards, and any false claims or non-compliance could subject us to fines, penalties or possible debarment;
§ Our operations in foreign countries expose us to political and currency risks and adverse changes in local legal and regulatory environments;
§ Government regulations could limit our ability to sell our products outside the United States and otherwise adversely affect our business;
§ We are involved in various legal proceedings, the outcome of which may be unfavorable to us; and
§ Our operations are subject to environmental laws, and complying with those laws may cause us to incur significant costs.
§ The United Kingdom's decision to exit the European Union may result in short-term and long-term adverse impacts on our results of operations;
§ Escalating tariffs, restrictions on imports or other trade barriers between the United States and various countries may impact our results of operations;
§ Future terror attacks, war, natural disasters or other catastrophic events beyond our control could negatively impact our business; and
§ Our performance could suffer if we cannot maintain our culture as well as attract, retain and engage our employees.
These factors are not exhaustive. New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. We disclaim any obligation to update the forward-looking statements made in this report. ##