UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 7, 2008
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
Missouri 1-10596 43-1554045
(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) Identification No.)
9900A Clayton Road, St. Louis, Missouri 63124-1186
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 314-213-7200
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:
[ ] 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 240.113d-4 (c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Today, February 7, 2008, the Registrant is issuing a press release (furnished
herewith as Exhibit 99.1 to this report) announcing its fiscal year 2008 first
quarter financial and operating results. See Item 7.01, Regulation FD Disclosure
below.
ITEM 7.01 REGULATION FD DISCLOSURE
Today, the Registrant is issuing a press release (Exhibit 99.1) announcing its
fiscal year 2008 first quarter financial and operating results, and will conduct
a related Webcast conference call at 4:00 p.m. central time. This press release
will be posted on the Registrant's website located at
http://www.escotechnologies.com. It can be viewed through the "Investor
- -------------------------------
Relations" page of the website under the tab "Press Releases," although the
Registrant reserves the right to discontinue that availability at any time.
NON-GAAP FINANCIAL MEASURES
The press release furnished herewith as Exhibit 99.1 contains financial measures
and financial terms not calculated in accordance with generally accepted
accounting principles in the United States of America ("GAAP") in order to
provide investors and management with an alternative method for assessing the
Registrant's operating results in a manner that is focused on the performance of
the Registrant's ongoing operations. The Registrant has provided definitions
below for the non-GAAP financial measures utilized in the press release,
together with an explanation of why management uses these measures, and why
management believes that these non-GAAP financial measures are useful to
investors. The press release uses the non-GAAP financial measures of "EBIT",
"EBIT margin" and expected 2008 "EPS-Adjusted Basis".
The Registrant defines "EBIT" as earnings before interest and taxes from
continuing operations. The Registrant defines "EBIT margin" as EBIT as a percent
of net sales. The Registrant's management evaluates the performance of its
operating segments based on EBIT and EBIT margin, and believes that EBIT and
EBIT margin are useful to investors to demonstrate the operational profitability
of the Registrant's business segments by excluding interest and taxes, which are
generally accounted for across the entire Registrant on a consolidated basis.
EBIT is also one of the measures used by management in determining resource
allocations within the Registrant and incentive compensation.
The press release refers to expected 2008 "EPS-Adjusted Basis" and expected 2008
"consolidated EBIT margins" exclusive of pre-tax intangible asset amortization
expense related to TWACS NG software, purchase accounting intangible assets
related to the Registrant's recent acquisitions and the expense related to the
purchase accounting step-up of Doble Engineering Company inventory. The press
release also refers to EBIT margins for the Utility Solutions Group exclusive of
TWACS NG amortization. The Registrant believes that the presentation of these
operational measures provides important supplemental information to investors
regarding financial and business trends relating to the Registrant's financial
condition and results of operations. The Registrant's management believes that
these measures provide an alternative method for assessing the Registrant's
expected future performance that is useful because they facilitate comparisons
with other companies in the Utility Solutions Group segment industry, many of
which use similar non-GAAP financial measures to supplement their GAAP results.
The Registrant provides this information to investors to enable them to perform
additional analyses of present and future operating performance, compare the
Registrant to other companies, and evaluate the Registrant's ongoing financial
operations.
The presentation of the information described above is intended to supplement
investors' understanding of the Registrant's operating performance. The
Registrant's non-GAAP financial measures may not be comparable to other
companies' non-GAAP financial performance measures. Furthermore, these measures
are not intended to replace net earnings (loss), cash flows, financial position,
comprehensive income (loss), or any other measure as determined in accordance
with GAAP.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated February 7, 2008
OTHER MATTERS
The information in this report furnished pursuant to Item 2.02 and Item 7.01,
including Exhibit 99.1, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 as amended ("Exchange Act") or
otherwise subject to the liabilities of that section, unless the Registrant
incorporates it by reference into a filing under the Securities Act of 1933 as
amended or the Exchange Act.
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.
ESCO TECHNOLOGIES INC.
Dated: February 7, 2008 By: /s/ G.E. Muenster
G.E. Muenster
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
99.1 Press Release dated February 7, 2008
Exhibit 99.1
ESCO Technologies Inc
For more information contact: For media inquiries:
Patricia K. Moore David P. Garino
Director, Investor Relations (314) 982-0551
ESCO Technologies Inc.
(314) 213-7277
ESCO ANNOUNCES FIRST QUARTER RESULTS
------------------------------------
ST. LOUIS, February 7, 2008 - ESCO Technologies Inc. (NYSE: ESE) today
announced its results for the first quarter ended December 31, 2007. Within this
release, references to "quarters" relate to the fiscal quarters ended December
31 for the fiscal years noted. Net earnings and earnings per share (EPS) are
presented from "Continuing Operations" and "Discontinued Operations." Continuing
Operations represent the results of the ongoing businesses of the Company,
including the results of Doble for the one-month period subsequent to its
November 30, 2007 acquisition. Discontinued Operations represent the results of
the filtration portion of Filtertek which was sold on November 25, 2007.
1st Quarter Summary - Continuing Operations:
- --------------------------------------------
1st Qtr 1st Qtr
($ in millions) 2008 2007 Delta
- --------------- ---- ---- -----
Net Sales $135.0 80.6 67.5%
Net Earnings (Loss) - Continuing Ops. $ 7.9 (1.4) N.A.
====== ====
EPS - Continuing Operations $ 0.30 (0.05) N.A.
======= =====
First quarter 2008 EPS from Continuing Operations was negatively impacted
by $0.11 per share ($4.7 million, pretax) as a result of TWACS NG software
amortization ($2.3 million, pretax), purchase accounting amortization ($0.7
million, pretax) related to the Company's recent acquisitions, and Doble's
purchase accounting inventory step-up ($1.7 million, pretax) described in the
"Doble Purchase Accounting" section below.
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Add One
1st Quarter Summary - Discontinued Operations:
- ----------------------------------------------
1st Qtr 1st Qtr
($ in millions) 2008 2007 Delta
- --------------- ---- ---- -----
Net Loss - Discontinued Ops. $(5.1) (0.0) N.A.
===== ====
EPS - Discontinued Operations $(0.19) (0.00) N.A.
====== =====
The sale of Filtertek resulted in a net loss from Discontinued Operations
driven by the write-down of the vacated Puerto Rico property held for sale, and
by income tax expense related to its foreign operations. The divestiture of
Filtertek, after subtracting transaction costs, generated $77 million of cash.
Segment Update
- --------------
The Company has renamed its Communications Segment the "Utility Solutions
Group." The renaming of this segment more accurately describes the segment's
operating activities and reflects the strategic alignment of the respective
operating entities to focus on a single goal of satisfying the expanding AMI,
Smart Grid, and other operational requirements of electric, gas and water
utilities worldwide.
The name change was made in conjunction with the Company's previously
announced strategic integration and rebranding of its AMI related technologies
Aclara Power-Line Systems Inc., formerly known as DCSI, Aclara RF Systems Inc.,
formerly known as Hexagram, and Aclara Software Inc., formerly known as Nexus
Energy Software. Further supporting the name change was the first quarter
acquisition of Doble. Comtrak remains in this segment.
Sales
- -----
First quarter 2008 sales were $135.0 million, or 67.5 percent higher than
first quarter 2007 sales of $80.6 million with all three operating segments
contributing to the sales growth. Fiscal 2008 first quarter sales include the
recognition of $20.5 million of revenue related to electric AMI shipments to
PG&E required to be deferred until the delivery of TWACS NG software version
3.0, which was delivered to PG&E in December 2007. Before considering the
recognition of this deferred revenue, 2008 first quarter sales were $114.5
million, or 42.1 percent higher than 2007.
Utility Solutions Group sales of $79.3 million increased $49.3 million, or
164.3 percent in the 2008 first quarter (or increased $28.8 million, or 96
percent before deferred revenue recognition) compared to the first quarter of
2007 with all product lines, except Comtrak,
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Add Two
recording higher sales in the current quarter. Fixed network power-line AMI
sales increased $31.6 million, or 194.9 percent, in the 2008 quarter driven by
the PG&E revenue recognition and an 84.5 percent increase in deliveries to COOP
and public power (Municipal) customers which totaled $22.0 million. Fixed
network RF AMI sales increased $11.0 million, or 144.6 percent, in the 2008
quarter primarily due to higher gas AMI deliveries at PG&E. Acquisitions added
$9.4 million in sales to the first quarter of 2008. Software sales increased 4.3
percent and sales of digital video security products decreased $2.9 million in
the first quarter of 2008.
Test segment sales of $32.1 million increased $3.9 million, or 13.8
percent, during the first quarter of 2008 as a result of the ongoing strength of
the wireless and electronics end markets, especially in Asia.
Filtration segment sales of $23.6 million increased $1.2 million, or 5.4
percent in the first quarter of 2008 primarily driven by the continued strength
in the commercial aerospace market.
Earnings Before Interest and Taxes (EBIT)
- -----------------------------------------
On a segment basis, items that impacted EBIT dollars and EBIT as a percent
of sales ("EBIT margin") during the first quarter of fiscal 2008 included the
following:
In the Utility Solutions Group, EBIT for the 2008 first quarter was $13.4
million (16.9 percent of sales), compared to a loss of $2.8 million in the 2007
first quarter. The $16.2 million increase in EBIT dollars in 2008 is the result
of the higher sales volumes across the segment as noted above. The 2008 first
quarter also included higher TWACS NG software amortization compared to the 2007
first quarter ($2.3 million compared to $0.9 million) and a $1.7 million
decrease in EBIT driven by lower sales of video security products.
In the Test segment, 2008 first quarter EBIT was $2.0 million (6.2 percent
of sales) compared to the 2007 first quarter EBIT of $2.1 million (7.4 percent
of sales) driven by the mix of chamber products and components sold.
In the Filtration segment, the 2008 first quarter EBIT was $3.6 million
(15.3 percent of sales) compared to $1.7 million (7.6 percent of sales) in the
prior year first quarter. The increase in both EBIT dollars and margin is due to
the continued strength of commercial aerospace and a more favorable product mix.
Corporate operating costs included in EBIT were $5.0 million in the first
quarter of 2008 compared to $4.6 million in the 2007 first quarter. The 2008
increase is due to lower royalty income.
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Add Three
Effective Tax Rate
- ------------------
The effective tax rate from Continuing Operations in the first quarter of
2008 was 37.7 percent. The 2007 first quarter tax benefit was favorably impacted
by a $0.9 million tax credit.
New Orders
- ----------
New orders received in the 2008 first quarter were $130.4 million compared
to $126.6 million received in the 2007 first quarter resulting in a backlog at
December 31, 2007 of $253.0 million.
New orders received were $67.3 million in the Utility Solutions Group,
$33.3 million in Test, and $29.8 million in Filtration during the first quarter
of 2008.
During the 2008 first quarter, the Company signed a contract with the
Puerto Rico Electric Power Authority (PREPA) for a total value expected to be
$27 million for the purchase of Aclara Power-Line Systems meter modules and
substation equipment to be delivered over the next two-and-a-half years.
Purchases under this contract occur upon the issuance of purchase orders, and
approximately $2 million of orders related to this contract were recorded during
the first quarter of 2008.
Orders from PG&E during the 2008 first quarter were $14.2 million, and
subsequent to the quarter end, the Company recorded an additional $18.2 million
of PG&E orders related to its gas AMI deployment, resulting in year-to-date PG&E
orders of $32.4 million.
Cash
- ----
Net cash provided by operating activities from Continuing Operations was
$16.4 million during the 2008 first quarter, compared to $1.2 million in the
2007 first quarter. At December 31, 2007, the Company had $23.7 million in cash
and $265 million of total debt outstanding incurred as part of the Doble
acquisition.
Doble Acquisition
- -----------------
On November 30, 2007, the Company acquired the stock of Doble Engineering
Company, headquartered in Watertown, Massachusetts, for $319 million in cash
plus working capital adjustments, funded by a combination of existing cash on
hand and borrowings under a new $330 million credit facility led by National
City Bank.
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Add Four
Doble Purchase Accounting
- -------------------------
Management has recorded its preliminary purchase accounting valuation
related to the tangible and identifiable intangible assets for Doble.
Identifiable intangible assets generally include: trade names; customer
relationships; patents and proprietary know-how; firm order backlog; non-compete
and employment agreements for key managers; and specific software and database
applications. These identifiable intangible assets are required to be recorded
on the opening balance sheet and amortized over their useful lives.
The total amount of Doble's identifiable intangible assets subject to
amortization was $58.0 million and the estimated lives for these assets ranged
from five years for certain software and database applications to 20 years for
certain long-term customer relationships. Other intangible assets identified in
the purchase accounting valuation were $214.3 million of non-amortizable
goodwill and $75.7 million of indefinite life trade names.
The annual pretax amortization charge related to Doble's identifiable
intangible assets is expected to be approximately $3.5 million for five years,
decreasing to $2.7 million for the remaining 15 years.
Regarding tangible assets, Doble's finished goods inventory was required to
be "stepped up" during purchase accounting by $3.1 million, which results in
finished goods inventory being sold with no profit recognized. This results in
positive cash flow, but "lost" profit of $2.6 million during fiscal 2008 and
$0.5 million in fiscal 2009.
Chairman's Commentary
- ---------------------
Vic Richey, Chairman and Chief Executive Officer, commented, "First quarter
operating results were slightly above our previous expectations, and entered
orders were much better than expected. Although the sale of Filtertek resulted
in a charge for the quarter, I'm confident that the redeployment of the cash
proceeds towards the acquisition of Doble will produce long-term shareholder
value. This acquisition enhances the strategic positioning of our Utility
Solutions Group to expand our offerings in the area of Smart Grid initiatives.
Doble places us squarely on a path of offering state-of-the-art communications
systems and asset management solutions for monitoring equipment and metering
end-points along the utilities' transmission lines from generation through power
delivery.
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Add Five
"Our Utility Solutions Group orders were well ahead of plan this quarter,
with the bulk of the upside attributable to accelerated orders from PG&E for the
gas portion of its AMI deployment. In addition, we continue to aggressively
pursue the electric portion of PG&E's project through the successful deployment
of our power-line system and the ongoing development of our RF electric
solution. The Filtration segment posted better than expected entered orders
driven by the aerospace market, and our Test businesses continue to gain
momentum internationally, especially in Asia and other emerging markets.
"In January, we launched a branding initiative to emphasize the seamless
AMI solution that we are now capable of providing. We have renamed each of our
AMI businesses using the new brand name "Aclara" and we received very positive
customer reactions at the most recent trade show."
Mr. Richey concluded, "I am encouraged by the continued market leadership
that our businesses demonstrate with innovative products and reliable services.
I'm confident that the strategic repositioning through the purchase of Doble and
the sale of Filtertek further strengthens ESCO and exemplifies our long-term
commitment for profitable growth and increased shareholder value. Based on our
current outlook described below, 2008 should be an exciting time for ESCO, both
from a customer and shareholder perspective."
Business Outlook
- ----------------
Statements contained in the preceding and following paragraphs are based on
current expectations. Statements that are not strictly historical are considered
forward-looking, and actual results may differ materially.
The Business Outlook described below excludes the Discontinued Operations
of Filtertek, and includes: the expected operating results of Doble for the 10
months of operations included in fiscal 2008 since the date of acquisition; the
impact of the amortization of identifiable intangible assets related to Nexus,
Hexagram, and Doble; the impact of the inventory step-up resulting in "lost"
profit; and the amortization of the TWACS NG software.
PG&E Contract
- -------------
PG&E's ongoing technology assessment activities may impact the timing and /
or receipt of future orders from PG&E for its electric deployment, and until
PG&E completes this evaluation and determines whether it will modify its AMI
project plan, the Company cannot
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Add Six
reasonably estimate the timing or total value of equipment orders that may be
received under the current power-line based contract. The gas portion of the
PG&E contract is continuing to be deployed using Aclara RF's fixed network
solution. The RF electric pilot continues being tested as a potential
alternative electric solution for PG&E and has been performing well.
Earnings Per Share - 2008
- -------------------------
Management expects fiscal year 2008 EPS to be within the following ranges:
EPS - GAAP Continuing Operations $1.80 to 1.90
Add: Intangible Asset Amortization and
Inventory Step-Up $0.42 0.42
----- ----
EPS - Adjusted Basis $2.22 to 2.32
===== ====
The $0.42 per share ($17.8 million, pretax) noted in the above
reconciliation includes TWACS NG software amortization ($10.9 million, pretax),
purchase accounting intangible asset amortization ($4.3 million, pretax) related
to the Company's recent acquisitions, and Doble's purchase accounting inventory
step-up ($2.6 million, pretax) described above.
Additionally, interest expense for 2008, which is included in the GAAP EPS
amounts noted above, is expected to be in the range of $0.24 to $0.26 per share,
and stock option expense is expected to be in the range of $0.08 to $0.10 per
share for the year. The effective annual tax rate for fiscal 2008 is expected to
be approximately 37.5 percent.
Throughout the remaining three quarters of 2008, EPS is projected to be
more heavily weighted towards the second half of the fiscal year. Approximately
70 percent of the projected GAAP earnings from Continuing Operations noted above
are expected to be realized in the third and fourth quarters, primarily driven
by the significant ramp up in deliveries within the Utility Solutions Group. The
EPS loss from Discontinued Operations is expected to be $0.19 to $0.20 per
share.
Revenues and EBIT Margins - 2008
- --------------------------------
Management expects 2008 consolidated revenues to increase approximately 40
percent compared to 2007, and to be in the range of $620 to $625 million. The
expected consolidated EBIT margins should be in the range of 13.9 to 14.3
percent (compared to 8.3 percent in 2007) including the impact of the
amortization of identifiable intangible assets, TWACS NG software
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Add Seven
amortization, and the inventory step-up noted above. Excluding the $17.8 million
of intangible amortization expense and purchase accounting charges related to
inventory, the consolidated EBIT margins would be in the range of 16.9 to 17.3
percent.
On a segment basis, Management expects the following:
o Utility Solutions Group sales are expected to increase 78 to 80 percent and
should be in the range of $353 to $356 million with EBIT margins in the
range of 19.2 to 19.6 percent driven by the Doble acquisition along with
significant sales increases across all product offerings. Excluding TWACS
NG amortization, which is expected to be approximately $10.9 million, EBIT
margins would be approximately 22.5 percent.
o Test sales are expected to increase 6 to 7 percent and should be in the
range of $148 to $151 million with EBIT margins in the range of 12 to 12.5
percent.
o Filtration sales are expected to increase 11 to 12 percent and should be in
the range of $117 to $119 million with EBIT margins in the range of 18 to
18.3 percent.
o Corporate operating costs will increase in 2008 and should be in the range
of $21 to $22 million, and include approximately $4.3 million of pretax
amortization of purchase accounting intangible assets, and approximately
$2.3 million of pretax expense related to stock options.
Conference Call
- ---------------
The Company will host a conference call today, February 7, at 4:00 p.m.,
Central time, to discuss the Company's first quarter operating results. A live
audio webcast will be available on the Company's web site at
www.escotechnologies.com. Please access the web site at least 15 minutes prior
to the call to register, download and install any necessary audio software. A
replay of the conference call will be available for seven days on the Company's
web site noted above or by phone (dial 1-888-203-1112 and enter the pass code
4965739).
Forward-Looking Statements
- --------------------------
Statements in this press release regarding the amounts and timing of fiscal 2008
future revenues, results, earnings, sales, EBIT, EPS, sales and EBIT margins on
a consolidated basis and on a segment and operating unit basis, fiscal 2008
corporate operating expenses, amortization charges related to Doble's identified
intangible assets, potential future revenues from Doble, amortization expenses,
fiscal 2008 effective tax rate, long-term success of the Company, interest
expenses, stock option expenses, amounts and timing under the PREPA contract,
and any other written or
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Add Eight
oral statements which are not strictly historical are "forward-looking"
statements within the meaning of the safe harbor provisions of the federal
securities laws. Investors are cautioned that such statements are only
predictions and speak only as of the date of this release, and the Company
undertakes no duty to update. The Company's actual results in the future may
differ materially from those projected in the forward-looking statements due to
risks and uncertainties that exist in the Company's operations and business
environment including, but not limited to: the risk factors described in Item 1A
of the Company's Annual Report on Form 10-K for the fiscal year ended September
30, 2007; actions by the California Public Utility Commission; PG&E's Board of
Directors or PG&E's Management impacting PG&E's AMI projects; the outcome of
PG&E's evaluation of other technologies to meet their requirements for the
electric portion of its service territory; the success of the Company's
competitors; changes in or the effect of the Federal Energy Bill; the timing and
content of purchase order releases under the PG&E contracts; the Company's
successful performance of the PG&E contracts; site readiness issues with Test
segment customers; weakening of economic conditions in served markets; changes
in customer demands or customer insolvencies; competition; intellectual property
rights; technical difficulties; unforeseen charges impacting corporate operating
expenses; the performance of the Company's international operations; successful
execution of the planned sale of the Company's Puerto Rico facility; material
changes in the costs of certain raw materials including steel and copper;
delivery delays or defaults by customers; termination for convenience of
customer contracts; timing and magnitude of future contract awards; containment
of engineering and development costs; performance issues with key customers,
suppliers and subcontractors; labor disputes; changes in laws and regulations
including but not limited to changes in accounting standards and taxation
requirements; costs relating to environmental matters; uncertainty of disputes
in litigation or arbitration; the Company's successful execution of internal
operating plans; and the integration of newly acquired businesses.
ESCO, headquartered in St. Louis, is a proven supplier of special purpose
utility solutions for electric, gas and water utilities, including hardware and
software to support advanced metering applications and fully automated
intelligent instrumentation. In addition, the Company provides engineered
filtration products to the aviation, space and process markets worldwide and is
the industry leader in RF shielding and EMC test products. Further information
regarding ESCO and its subsidiaries is available on the Company's web site at
www.escotechnologies.com.
- -------------------------
- tables attached -
Add Nine
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended Three Months Ended
December 31, 2007 December 31, 2006
----------------- -----------------
Net Sales $ 134,957 80,587
Cost and Expenses:
Cost of sales 84,012 56,014
SG&A 33,510 26,623
Amortization of intangible assets 3,597 2,026
Interest (income) expense 1,359 (321)
Other (income) expenses, net (214) (554)
---- ----
Total costs and expenses 122,264 83,788
------- ------
Earnings (loss) before income taxes 12,693 (3,201)
Income taxes 4,788 (1,850)
----- ------
Net earnings (loss) from
continuing operations 7,905 (1,351)
Loss from discontinued operations,
net of tax expense of $325 and
$30, respectively (115) (30)
Loss on sale of discontinued
operations, net of tax of $4,809 (4,974) -
------ ------
Net loss from discontinued
operations (5,089) (30)
Net earnings (loss) $ 2,816 (1,381)
========= ======
Earnings per share:
Basic
Continuing operations 0.31 (0.05)
Discontinued operations (0.20) (0.00)
----- -----
Net earnings (loss) $ 0.11 (0.05)
========= =====
Diluted
Continuing operations 0.30 (0.05)
Discontinued operations (0.19) (0.00)
----- -----
Net earnings (loss) $ 0.11 (0.05)
========= =====
Average common shares O/S:
Basic 25,759 25,874
====== ======
Diluted 26,202 25,874
====== ======
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Business Segment Information
(Unaudited)
(Dollars in thousands)
Three Months Ended
December 31,
------------
2007 2006
---- ----
Net Sales
Utility Solutions Group $ 79,309 30,034
Test 32,065 28,202
Filtration 23,583 22,351
------ ------
Totals $134,957 80,587
======== ======
EBIT
Utility Solutions Group $ 13,408 (2,782)
Test 1,990 2,143
Filtration 3,649 1,682
Corporate (4,995) (1) (4,565) (1)
------ ------
Consolidated EBIT $ 14,052 (3,522)
Interest (expense)/income (1,359) 321
------ ---
Earnings (loss) before
income taxes $ 12,693 (3,201)
======== ======
Note: Depreciation and amortization expense was $5.7 million and
$3.5 million for the quarters ended December 31, 2007 and 2006,
respectively.
(1) Includes $0.7 million of amortization of acquired intangible assets.
Add Eleven
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
EBIT Margin Outlook-FY 2008
- ---------------------------
Consolidated EBIT margin in the range of 13.9 percent to 14.3 percent,
consolidated EBIT margin excluding the $17.8 million of intangible amortization
expense in the range of 16.9 percent to 17.3 percent, Utility Solutions Group
segment EBIT margin in the range of 19.2 percent to 19.6 percent, Utility
Solutions Group segment EBIT margin of approximately 22.5 percent (excluding
TWACS NG amortization of approximately $10.9 million), Test segment EBIT margin
in the range of 12 percent to 12.5 percent, and Filtration segment EBIT margin
in the range of 18 percent to 18.3 percent under "Revenues and EBIT
Margins-2008" cannot be reconciled with a GAAP measure as these represent
forward-looking measures with no comparable GAAP measurement quantifiable at
this time.
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Add Twelve
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)
December 31, September 30,
2007 2007
---- ----
Assets
Cash and cash equivalents $ 23,694 18,638
Accounts receivable, net 96,322 85,319
Costs and estimated earnings
on long-term contracts 10,885 11,520
Inventories 73,150 55,885
Current portion of deferred
tax assets 18,982 25,264
Other current assets 14,122 28,054
Current assets of discontinued
operations 1,100 35,670
----- ------
Total current assets 238,255 260,350
Property, plant and equipment, net 71,499 50,193
Goodwill 339,737 124,757
Intangible assets, net 207,928 74,624
Other assets 14,965 10,338
Other assets of discontinued
operations - 55,845
------- ------
$872,384 576,107
======== =======
Liabilities and Shareholders' Equity
- ------------------------------------
Short-term borrowings and current
maturities of long-term debt $ 30,000 -
Accounts payable 33,375 45,726
Current portion of deferred revenue 15,201 24,621
Other current liabilities 41,273 31,859
Current liabilities of discontinued
operations - 16,994
------- ------
Total current liabilities 119,849 119,200
Long-term portion of deferred revenue 5,389 4,514
Deferred tax liabilities 72,365 18,522
Other liabilities 18,177 15,854
Long-term debt 235,000 -
Other liabilities of discontinued
operations - 2,534
Shareholders' equity 421,604 415,483
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$872,384 576,107
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Add Thirteen
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended
December 31, 2007
-----------------
Cash flows from operating activities:
Net earnings $ 2,816
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Net loss from discontinued operations 5,089
Depreciation and amortization 5,702
Stock compensation expense 1,207
Changes in operating working capital 5,436
Effect of deferred taxes 5,168
Change in deferred revenues and costs, net (7,812)
Other (1,229)
------
Net cash provided by operating activities -
continuing operations 16,377
Net cash provided by discontinued operations 1,816
-----
Net cash provided by operating activities 18,193
------
Cash flows from investing activities:
Acquisition of businesses (338,468)
Additions to capitalized software (5,574)
Capital expenditures - continuing operations (4,503)
------
Net cash used by investing activities -
continuing operations (348,545)
Capital expenditures - discontinued operations (1,126)
Proceeds from divestiture of business, net -
discontinued operations 76,954
------
Net cash provided by investing activities -
discontinued operations 75,828
------
Net cash used by investing activities (272,717)
--------
Cash flows from financing activities:
Proceeds from long-term debt 274,723
Principal payments on long-term debt (9,723)
Debt issuance costs (2,965)
Net decrease in short-term borrowings -
discontinued operations (2,844)
Excess tax benefit from stock options exercised 737
Proceeds from exercise of stock options 235
Other (583)
----
Net cash provided by financing activities 259,580
-------
Net increase in cash and cash equivalents 5,056
Cash and cash equivalents, beginning of period 18,638
------
Cash and cash equivalents, end of period $ 23,694
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Add Fourteen
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Other Selected Financial Data
(Unaudited)
(Dollars in thousands)
Backlog And Entered Utility
Orders-Q1 FY 2008 Solutions Test Filtration Total
- ----------------- --------- ---- ---------- -----
Beginning Backlog
9/30/07 continuing
operations $ 123,176 60,038 74,394 257,608
Entered Orders 67,261 33,307 29,804 130,372
Sales (79,309) (32,065) (23,583) (134,957)
------- ------- ------- --------
Ending Backlog-12/31/07 $ 111,128 61,280 80,615 253,023
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