esco8k.htm

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):  May 4, 2010


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, May 4, 2010, the Registrant is issuing a press release (furnished herewith as Exhibit 99.1 to this report) announcing its fiscal year 2010 second 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 2010 second quarter financial and operating results.  The Registrant will conduct a related Webcast conference call today at 4:00 p.m. central time.  This press release will be posted on the Registrant’s web site located at http://www.escotechnologies.com.  It can be viewed through the “Investor Relations” page of the web site 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 the financial measure “EBIT”, which is 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 defines EBIT as earnings before interest and taxes from continuing operations.  The Registrant’s management evaluates the performance of its operating segments based in part on EBIT, and believes that EBIT is 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 Registrant believes that the presentation of EBIT provides important supplemental information to management and investors regarding financial and business trends relating to the Registrant’s financial condition and results of operations.  The Registrant’s management believes that the use of EBIT provides an alternative method for assessing the Registrant’s expected future performance that is useful because it facilitates 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 measure may not be comparable to other companies’ non-GAAP financial performance measures. Furthermore, the use of EBIT is 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 May 4, 2010
 
 
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:             May 4, 2010
By:        /s/ G.E. Muenster
 
G.E. Muenster
 
Executive Vice President and
 
Chief Financial Officer



EXHIBIT INDEX
 
 
Exhibit No.                                           Description of Exhibit
 
  99.1             Press Release dated May 4, 2010

 
 
 
 


 
 
 

escoearningsrelease4may2010.htm Exhibit 99.1
NEWS FROM                  
 
For more information contact:
For media inquiries:
Kate Lowrey
David P. Garino
Director, Investor Relations
(314) 982-0551
ESCO Technologies Inc.
 
(314) 213-7277
 

 
ESCO ANNOUNCES SECOND QUARTER RESULTS;
REPORTS RECORD ORDERS AND BACKLOG

ST. LOUIS, May 4, 2010 – ESCO Technologies Inc. (NYSE: ESE) today reported its operating results for the second quarter ended March 31, 2010.
EPS is presented from “Continuing Operations” and “Discontinued Operations.” Fiscal 2009 discontinued operations include the results of Comtrak which was sold in March 2009.
 
Second Quarter 2010 Highlights
 
·  
Net sales were $129.3 million ($242.0 million year-to-date);
·  
EPS was $0.22 per share ($0.24 per share year-to-date);
·  
Entered orders were $218.6 million ($357 million year-to-date), representing record quarterly order volume, and resulting in a book-to-bill ratio of 1.7x; and
·  
Backlog increased $89.3 million (27 percent) to an all-time high of $414.4 million.
 
Chairman’s Commentary
 
Vic Richey, Chairman and Chief Executive Officer, commented, “I am extremely pleased with our second quarter results, as we beat our profit, cash flow and order projections. With solid execution across all three segments, we exceeded our internal EBIT and EPS targets by more than 10 percent, and surpassed our order goals by nearly 17 percent, with Aclara being the biggest contributor to the upside.
“Following our significant first quarter orders, we realized a 58-percent increase in orders sequentially during the second quarter, resulting in year-to-date orders of $357 million. Clearly, entered orders and the record-high backlog are the highlights of our year-to-date performance. This order momentum was realized across the Company, with all three segments reflecting backlog growth since the start of the fiscal year.


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“At the halfway point, I’m very comfortable with where we are in relation to meeting our full-year operating goals. My confidence in the balance of the fiscal year has been significantly bolstered by the level and mix of our shippable backlog.
“Looking forward, we remain confident in our ongoing business prospects across all segments of our business, both domestically and internationally. Our Aclara products, in particular, are well positioned on several international projects in Central America and South America as well as Asia. We expect these geographic areas to be significant contributors to our multi-year growth outlook.”
 
 
 
Entered Orders
 
Entered orders in the 2010 second quarter were $218.6 million, resulting in a book-to-bill ratio of 169 percent of sales.
Second Quarter Order Highlights:
·  
Aclara RF AMI gas product orders with PG&E were $19.1 million, bringing total PG&E gas project orders to 4.1 million units and $226 million, representing the entire quantity of units expected in the original contract.
·  
Aclara RF AMI water orders for the New York City Water project were $22.4 million, bringing total NYC water orders to $57.4 million cumulative to date.
·  
Aclara RF AMI water orders with San Francisco Public Utilities were $13 million.
·  
Aclara PLS AMI orders were $55.2 million, including $36.7 million from COOPs, $11.0 million from international customers and $7.5 million from IOUs.
·  
Test segment orders were $52.2 million, including an order for two large RF shielded enclosures worth over $14 million.
Significant Contracts Signed (Not in Backlog):
·  
Aclara RF AMI water contract with Toho Water Authority in Florida, with orders under the contract expected to total $9 million.
·  
Aclara RF AMI water contract with the City of Toronto, with orders under the contract expected to total $34 million.
 
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.
 


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Dividend Payment
 
The next quarterly cash dividend of $0.08 per share will be paid on July 20 to stockholders of record on July 6.
 
FY 2010
 
Management’s expectations for fiscal year 2010 remain consistent with the Business Outlook discussions noted in the Company’s Earnings Release dated November 12, 2009.
As noted earlier, Management decided to defer providing specific 2010 guidance due to the significant size and uncertain timing of the numerous projects in which the Company is currently engaged. Combined with the impact of the global economic recovery, Management believes the specific financial impact and timing of these large projects will be more quantifiable in the future, and therefore believes it is prudent to defer providing specific EPS guidance at this time.
 
Chairman’s Commentary – Wrap-Up
 
Mr. Richey concluded, “We continue to have a sizeable amount of specific, identifiable growth opportunities that we expect to develop into orders and sales over time. I expect the balance of 2010 to reflect significant activity as many of these projects materialize and firmly set us up for meaningful growth in sales and earnings over the next few years. I remain very optimistic about our current business prospects, both domestically and internationally, as well as our new product “roadmap”. Our commitment remains the same − to achieve our long-term goal of increasing shareholder value.”
 
Conference Call
 
The Company will host a conference call today, May 4, at 4 p.m. Central Time, to discuss the Company’s second quarter fiscal 2010 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 1248444).
 
Forward-Looking Statements
 
Statements in this press release regarding the likelihood, timing and size of potential international and domestic opportunities, achievement of fiscal 2010 operating goals, projects and contracts which the Company may receive or participate in, expected total orders to be
 


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received under significant Company contracts and orders described herein, amounts and timing of fiscal 2010 and beyond revenues, earnings, sales growth, orders, the success in capturing international AMI opportunities, the global economic recovery, success of new products and technologies, the long-term success of the Company, and any other written or 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, 2009; the effect of the American Recovery and Reinvestment Act of 2009; the success of the Company’s competitors; changes in Federal or State energy laws; the Company’s successful performance of its AMI 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; material changes in the costs and availability of certain raw materials including steel and copper; worldwide availability of electronic components; 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; and the Company’s successful execution of internal operating plans.
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 –


 
 

 

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share amounts)
 
             
   
Three Months
Ended
March 31, 2010
   
Three Months
Ended
March 31, 2009
 
             
Net Sales
  $ 129,281       154,156  
Cost and Expenses:
               
Cost of sales
    79,399       92,226  
SG&A
    36,809       38,237  
Amortization of intangible assets
    2,887       4,985  
Interest expense
    755       1,756  
Other expenses (income), net
    288       357  
Total costs and expenses
    120,138       137,561  
                 
Earnings before income taxes
    9,143       16,595  
Income taxes
    3,177       5,990  
                 
Net earnings from continuing operations
    5,966       10,605  
                 
Loss from discontinued operations, net of tax
   benefit of $101
     -       (177 )
Loss on sale from discontinued operations, net
   of tax benefit of $905
     -       (32 )
Net loss from discontinued operations
    -       (209 )
                 
Net earnings
  $ 5,966       10,396  
                 
Earnings per share:
               
Basic
               
Continuing operations
    0.23       0.41  
Discontinued operations
    -       (0.01 )
Net earnings
  $ 0.23       0.40  
                 
Diluted
               
Continuing operations
    0.22       0.40  
Discontinued operations
    -       (0.01 )
Net earnings
  $ 0.22       0.39  
                 
Average common shares O/S:
               
Basic
    26,440       26,177  
Diluted
    26,702       26,470  

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share amounts)
 
             
   
Six Months
Ended
March 31, 2010
   
Six Months
Ended
March 31, 2009
 
             
Net Sales
  $ 241,986       301,513  
Cost and Expenses:
               
Cost of sales
    146,835       184,842  
SG&A
    76,017       77,519  
Amortization of intangible assets
    5,771       9,587  
Interest expense
    2,237       4,374  
Other expenses (income), net
    1,311       244  
Total costs and expenses
    232,171       276,566  
                 
Earnings before income taxes
    9,815       24,947  
Income taxes
    3,412       8,502  
                 
Net earnings from continuing operations
    6,403       16,445  
                 
Loss from discontinued operations, net of tax
   benefit of $112
     -       (197 )
Loss on sale from discontinued operations, net
   of tax benefit of $905
     -       (32 )
Net loss from discontinued operations
    -       (229 )
                 
Net earnings
  $ 6,403       16,216  
                 
Earnings per share:
               
Basic
               
Continuing operations
    0.24       0.63  
Discontinued operations
    -       (0.01 )
Net earnings
  $ 0.24       0.62  
                 
Diluted
               
Continuing operations
    0.24       0.62  
Discontinued operations
    -       (0.01 )
Net earnings
  $ 0.24       0.61  
                 
Average common shares O/S:
               
Basic
    26,432       26,143  
Diluted
    26,705       26,444  

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Business Segment Information
(Unaudited)
(Dollars in thousands)
       
                                     
   
Three Months Ended
March 31,
         
Six Months Ended
March 31,
       
   
2010
         
2009
         
2010
         
2009
       
                                                 
Net Sales
                                               
Utility Solutions Group
  $ 72,009             94,065             133,232             182,266        
Test
    31,580             33,713             58,567             69,202        
Filtration
    25,692             26,378             50,187             50,045        
Totals
  $ 129,281             154,156             241,986             301,513        
                                                         
EBIT
                                                       
Utility Solutions Group
  $ 10,621             16,138             15,191             26,693        
Test
    2,096             3,748             2,796             6,982        
Filtration
    2,989             4,227             5,347             7,090        
Corporate
    (5,808 )     (1 )     (5,762 )     (2 )     (11,282 )     (3 )     (11,444 )     (4 )
Consolidated EBIT
    9,898               18,351               12,052               29,321          
Less: Interest expense
    (755 )             (1,756 )             (2,237 )             (4,374 )        
Earnings before income taxes
  $ 9,143               16,595               9,815               24,947          
                                                                 

Note:Depreciation and amortization expense was $5.6 million and $7.2 million for the quarters ended March 31, 2010 and 2009, respectively, and $11.2 million and $15.1 million for the six-month periods ended March 31, 2010 and 2009, respectively.
 
 
(1) Includes $1.2 million of amortization of acquired intangible assets.
 
 
(2) Includes $1.2 million of amortization of acquired intangible assets.
 
 
(3) Includes $2.3 million of amortization of acquired intangible assets.
 
 
(4) Includes $2.4 million of amortization of acquired intangible assets.
 

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)
 
             
   
March 31,
2010
   
September 30,
2009
 
             
Assets
           
Cash and cash equivalents
  $ 22,925       44,630  
Accounts receivable, net
    94,432       108,620  
Costs and estimated earnings on
   long-term contracts
     6,378        10,758  
Inventories
    89,302       82,020  
Current portion of deferred tax assets
    21,594       20,417  
Other current assets
    20,068       13,750  
Total current assets
    254,699       280,195  
                 
Property, plant and equipment, net
    70,422       69,543  
Goodwill
    330,326       330,719  
Intangible assets, net
    219,518       221,600  
Other assets
    21,887       21,630  
    $ 896,852       923,687  
                 
Liabilities and Shareholders’ Equity
               
Current maturities of long-term debt
  $ 50,000       50,000  
Accounts payable
    29,051       47,218  
Current portion of deferred revenue
    21,645       20,215  
Other current liabilities
    45,830       46,552  
Total current liabilities
    146,526       163,985  
Deferred tax liabilities
    78,326       78,471  
Other liabilities
    31,505       33,424  
Long-term debt
    120,363       130,467  
Shareholders’ equity
    520,132       517,340  
    $ 896,852       923,687  

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 
       
   
Six Months Ended
March 31, 2010
 
Cash flows from operating activities:
     
Net earnings
  $ 6,403  
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
       
Depreciation and amortization
    11,157  
Stock compensation expense
    1,900  
Changes in current assets and liabilities
    (15,158 )
Effect of deferred taxes
    (1,322 )
Pension contributions
    (968 )
Other
    829  
Net cash provided by operating activities
    2,841  
         
Cash flows from investing activities:
       
Additions to capitalized software
    (4,095 )
Capital expenditures
    (7,074 )
Net cash used by investing activities
    (11,169 )
         
Cash flows from financing activities:
       
Proceeds from long-term debt
    8,000  
Principal payments on long-term debt
    (18,104 )
Dividends paid
    (2,115 )
Proceeds from exercise of stock options
    412  
Other
    655  
Net cash used by financing activities
    (11,152 )
         
Effect of exchange rate changes on cash and cash equivalents
    (2,225 )
         
Net decrease in cash and cash equivalents
    (21,705 )
Cash and cash equivalents, beginning of period
    44,630  
Cash and cash equivalents, end of period
  $ 22,925  
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Other Selected Financial Data
(Unaudited)
(Dollars in thousands)
 
                         
 
Backlog And Entered Orders – Q2 FY 2010
 
Utility Solutions
   
Test
   
Filtration
   
Total
 
Beginning Backlog – 12/31/09
  $ 145,464       64,325       115,295       325,084  
Entered Orders
    141,005       52,206       25,348       218,559  
Sales
    (72,009 )     (31,580 )     (25,692 )     (129,281 )
Ending Backlog – 3/31/10
  $ 214,460       84,951       114,951       414,362  
                                 
                                 
 
Backlog And Entered Orders – YTD Q2 FY 2010
 
Utility Solutions
   
Test
   
Filtration
   
Total
 
Beginning Backlog – 9/30/09
  $ 132,376       54,240       112,755       299,371  
Entered Orders
    215,316       89,277       52,384       356,977  
Sales
    (133,232 )     (58,567 )     (50,187 )     (241,986 )
Ending Backlog – 3/31/10
    214,460       84,950       114,952       414,362  

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