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):  November 14, 2018


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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 2.02                          Results of Operations and Financial Condition
Today, November 15, 2018, the Registrant ("Company") is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its financial and operating results for the fourth quarter and fiscal year ended September 30, 2018. See Item 7.01, Regulation FD Disclosure, below.
Item 5.02                          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 14, 2018, the Human Resources and Compensation Committee (the "Committee") of the Company's Board of Directors approved the following fiscal 2019 base salaries and target cash incentive compensation opportunities for its executive officers. The Committee determined that for each of the executive officers a 4.0% increase in total cash compensation was warranted, and (as it had done for 2018) provided the executive officers with the discretion to allocate the increase prospectively between their base salaries and their cash incentive targets. Mr. Richey elected to allocate all of his increase to his cash incentive target, and Mr. Muenster and Ms. Barclay elected to allocate their increases between their base salaries and their cash incentive targets, as follows:
Officer
 
Fiscal 2019
Base Salary
   
% Increase from
Fiscal 2018
   
Fiscal 2019 Target Cash Incentive Compensation
   
% Increase from
Fiscal 2018
 
Victor L. Richey
 
$
824,500
   
None
   
$
852,500
     
8.2
%
Gary E. Muenster
 
$
576,000
     
4.7
%
 
$
460,600
     
3.1
%
Alyson S. Barclay
 
$
350,600
     
3.9
%
 
$
217,800
     
4.2
%
For fiscal 2019 the Committee determined to allocate 100% of the executive officers' cash incentive compensation opportunity to the Company's Performance Compensation Plan ("PCP"). The Committee also approved the fiscal 2019 performance criteria for determining the percentage of such target incentive compensation opportunity that will actually be earned by the executive officers, depending on actual fiscal 2019 results compared to the criteria. The Committee established two performance criteria for fiscal 2019:
·
Earnings per share adjusted for certain defined non-recurring gains and charges  ("Adjusted EPS"), weighted at 70% of the total target opportunity; and
·
Cash generated from operations at the subsidiary level, including corporate cash activity related to debt and interest payments, tax payments, pension contributions and corporate general administrative expenses, and excluding corporate cash activity related to acquisitions, dividends and share repurchases ("Cash Flow"), weighted at 30% of the total target opportunity.
The actual cash incentive compensation payable under the PCP for fiscal 2019 will range from 0.2 to 2.0 times the target opportunity for both Adjusted EPS and Cash Flow, depending on actual 2019 performance, based on a separate matrix for each of the measures.
Item 7.01                          Regulation FD Disclosure
Today, November 15, 2018, the Registrant is issuing a press release (Exhibit 99.1) announcing its financial and operating results for the fiscal year ended September 30, 2018. 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.
Item 9.01                          Financial Statements and Exhibits
(d)            Exhibits
Exhibit No.
Description of Exhibit
   
99.1
Press Release dated November 15, 2018
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.
References to the Registrant's web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant's web site does not constitute part of this Form 8-K or the press release.
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.


Date:  November 15, 2018
                                                                                ESCO TECHNOLOGIES INC.


                                                                                        By:   /s/Gary E. Muenster                                                                
                                                                                Gary E. Muenster
                                                                                Executive Vice President
                                                                            and Chief Financial Officer

 


EXHIBIT 99.1

 
NEWS FROM
For more information contact:
Kate Lowrey
Director, Investor Relations
ESCO Technologies Inc.
(314) 213-7277


ESCO ANNOUNCES FISCAL 2018 RESULTS
- GAAP EPS $3.54 Driven by Large Tax Benefit -
- Adjusted EPS $2.77 ($0.02 Above Guide Range / $0.07 Above Consensus / 25% Above 2017) -

ST. LOUIS, November 15, 2018 – ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the fourth quarter (Q4 2018) and fiscal year ended September 30, 2018 (2018).
The financial results presented include certain non-GAAP financial measures such as EBIT, EBITDA, Adjusted EBITDA and Adjusted EPS, as defined within the "Non-GAAP Financial Measures" described below. Any non-GAAP financial measures presented are reconciled to their respective GAAP equivalents.
Management believes these non-GAAP financial measures are useful in assessing the ongoing operational profitability of the Company's business segments, and therefore, allow shareholders better visibility into the Company's underlying operations. See "Non-GAAP Financial Measures" described below.
Earnings Summary – Full Year
2018 GAAP EPS of $3.54 per share reflects the favorable net impact of the December 2017 "Tax Cuts and Jobs Act" (U.S. Tax Reform) which resulted in a tax benefit of $24.4 million, or $0.94 per share, partially offset by $4.8 million, or $0.17 per share of cost reduction / restructuring charges incurred throughout the year and described in previous releases. The net effect of these discrete items is $0.77 per share.
2018 Adjusted EPS, excluding the $0.77 per share noted above, was $2.77 per share and exceeded Management's Adjusted EPS guidance range of $2.65 to $2.75 per share, and was above the 2018 Adjusted EPS consensus estimate of $2.70 per share.
2017 GAAP EPS was $2.07 per share and Adjusted EPS was $2.22 per share, which excluded $6.1 million, or $0.15 per share of non-cash purchase accounting inventory step-up charges and the costs incurred to complete the 2017 acquisitions described in previous releases.
Adjusted EBITDA was $139 million in 2018, reflecting a 13 percent increase over 2017 Adjusted EBITDA of $123 million.

Earnings Summary – Q4
Q4 2018 GAAP EPS was $1.09 per share and Adjusted EPS was $1.22 per share, excluding $0.13 per share of after-tax charges related to cost reduction / restructuring actions taken to reduce future operating costs, and the true-up of income tax expense resulting from the implementation of U.S. Tax Reform.
Q4 2017 GAAP EPS was $0.74 per share and Adjusted EPS was $0.79 per share, excluding $0.05 per share of non-cash purchase accounting inventory step-up charges and the costs incurred related to the 2017 acquisitions described previously.
Q4 2018 Adjusted EPS increased 54 percent over Q4 2017 Adjusted EPS as Filtration, USG and Test significantly increased their respective EBIT contributions year-over-year.
Adjusted EBITDA was $52 million in Q4 2018, reflecting a 21 percent increase over Q4 2017 Adjusted EBITDA of $43 million.
Operating Highlights
·
Q4 2018 sales increased $24 million (12 percent) to $231 million compared to $207 million in Q4 2017;
·
On a segment basis, Q4 2018 Filtration sales exceeded expectations and increased $11 million (13 percent) from Q4 2017 as aerospace and navy sales increased significantly, partially offset by lower industrial/automotive sales at PTI as previously communicated. Test sales increased 16 percent driven by strong backlog conversion to sales, and Technical Packaging sales increased 5 percent. USG sales from Doble, Morgan Schaffer and Vanguard increased 14 percent in the aggregate, while NRG's sales to renewable energy customers decreased, resulting in USG's net sales increase of 7 percent;
·
SG&A expenses decreased $2 million in Q4 2018 compared to Q4 2017 due to the impact of the cost reduction actions taken throughout the year;
·
Entered orders were $188 million in Q4 2018 (book-to-bill of .81x) and $777 million for 2018 (book-to-bill of 1.01x) which resulted in an ending backlog of $383 million at September 30, 2018. The Q4 2018 book-to-bill ratio resulted from the strength of Q4 2018's record sales level;
·
Q4 2018 GAAP income tax rate was 25.8 percent which was consistent with Management's previous expectations of 26 percent. The GAAP effective tax rate of (4.7) percent in 2018 was significantly impacted by U.S. Tax Reform, and was modified when calculating Adjusted EPS as noted above;
·
2018 net cash provided by operating activities was $93 million ($103 million excluding pension funding contributions intended to reduce the operating costs of the previously frozen plan) resulting in $190 million of net debt outstanding (total borrowings less cash on hand) at September 30, 2018, with a 1.7x leverage ratio. During Q4 2018, the Company repatriated a substantial portion of its foreign cash to pay down its outstanding debt and for general corporate purposes.


Chairman's Commentary – 2018
Vic Richey, Chairman and Chief Executive Officer, commented, "2018 was a successful year across several financial and operational metrics. I'm really pleased with our solid performance in Q4 which allowed us to wrap up 2018 in a strong fashion by meeting, or exceeding many of the goals we established at the start of the year. We set aggressive targets last November, and through the tremendous efforts of our entire team, coupled with our multi-segment strategy which allows us to diversify our risk across numerous end-markets, we achieved our stated objectives and delivered our earnings commitments. I'm proud to report that we delivered quarterly operating results that were at the high end, or exceeded, our 2018 earnings targets while delivering a record level of operating cash flow.
"Touching on a few highlights of our Q4 performance compared to Q4 2017: Filtration sales increased 13 percent resulting in a 26 percent EBIT margin compared to 22 percent; Test sales increased 16 percent on the strength of its backlog and delivered an impressive 17 percent EBIT margin, up from 16 percent; USG increased sales despite some softness in the renewable energy space, and with its favorable sales mix, delivered an Adjusted EBIT margin of 29 percent, up from 23 percent; and, Technical Packaging increased sales 5 percent and maintained an EBIT margin of approximately 12 percent in the comparable periods.
"We generated nearly $40 million of cash from operating activities during Q4 and $103 million for the year, when excluding pension funding contributions. This allowed us to significantly pay down debt and positions us well for future M&A spending.
"The inability to close on additional M&A transactions in 2018 was disappointing, but it was not for lack of effort or opportunity. Several deals where we were fully engaged, ended up trading for multiples well above our ROIC metrics. We currently have a robust M&A pipeline in both Filtration and USG and continue to work these opportunities, but we will remain prudent and committed to our disciplined approach of balancing ROIC and protecting our balance sheet.
"Our recent acquisitions, now fully integrated, are making meaningful contributions and we continue to see additional sales opportunities from rationalizing our distribution channels and maximizing our sales efficiency.
"Consistent with our previous restructuring actions announced at Doble, during Q4 we eliminated additional direct sales offices and related staff and expanded our use of lower cost rep and distributor sales channels. These cost reduction and margin enhancement opportunities should produce immediate and measureable savings in 2019, and we will continue this unrelenting diligence in identifying improved operating efficiencies across all of our platforms globally.
"As we enter 2019, we plan to build on the successes we achieved in 2018 and expect to benefit from our lower cost structure going forward. Our market positions and continued growth opportunities across the Company provide us with a favorable view of the future with our goal remaining unchanged – to increase long-term shareholder value."

Dividend Payment
The next quarterly cash dividend of $0.08 per share will be paid on January 18, 2019 to stockholders of record on January 3, 2019.
New Revenue Recognition Standard
On October 1, 2018, the Company formally adopted ASC Topic 606, Revenue from Contracts with Customers ("New Revenue Recognition Standard") using the modified retrospective method. Operating results for reporting periods beginning after October 1, 2018 will be presented under the New Revenue Recognition Standard, while the results from prior periods will not be adjusted and will continue to be presented using our historic accounting method.
Adoption of the New Revenue Recognition Standard will primarily affect the Filtration segment (VACCO, in particular) and is estimated to negatively impact 2019 GAAP reported sales and EBIT by approximately $9 million and $2 million, respectively. These amounts will have no impact on 2019 cash flows.
Business Outlook – 2019
Management continues to see meaningful organic sales, Adjusted EBIT, and Adjusted EBITDA growth across each of the Company's business segments and anticipates growth rates in 2019 and beyond that will generally exceed the broader industrial market. The organic growth described below is expected to be enhanced by additional M&A contributions.
Management's focus on profitable growth, increased cash flow, an enhanced cost structure driving efficiency and creating competitive advantages, coupled with incremental ROIC, will be the key drivers of sustainable share price appreciation.
To enhance Doble's ROIC and further improve its operating efficiency, in October 2018, the Company sold Doble's headquarters building in Watertown Massachusetts to a real estate developer for approximately $18 million in cash, and later in 2019, will consolidate its operations into one location in Marlborough Massachusetts where Doble has an existing administrative facility. The sale resulted in a pretax gain that will be recognized in Q1 2019. The net proceeds were used to further pay down debt, and the upcoming move will improve operational efficiency by having Doble's entire U.S. operations co-located in a single, lower cost, more modern facility. The gain (approximately $7 million, pretax) and the restructuring / move costs (approximately $1.5 million, pretax) will be excluded when calculating 2019 Adjusted EPS.
To reduce Technical Packaging's cost structure and increase its EBIT margins, the Company initiated a cost reduction action in Europe to close Plastique's headquarters in Tunbridge Wells, UK and consolidate its new product design and administrative functions into the remaining facilities in Nottingham, UK and Poznan, Poland. This move is expected to generate meaningful operating improvements and will enable Plastique to be more competitive in its various end-markets. The shut down and move costs (approximately $2 million, pretax) will be excluded when calculating 2019 Adjusted EPS.
Additionally, the Company will be moving VACCO's aircraft / aerospace business (approximately $8 million in annual revenue) from South El Monte California and consolidating it into PTI's aerospace facility in Oxnard California. This will enable PTI to maximize its aircraft / aerospace customer relationships and market expertise and utilize manufacturing floor space made available by the elimination of its automotive / industrial business during 2018, while allowing VACCO to concentrate on its growing navy / submarine and space business. These move costs (approximately $1 million) will also be excluded when calculating 2019 Adjusted EPS.
All of these actions are intended to improve operating efficiency, generate additional free cash flow, and enhance the Company's competitiveness across several end-markets, thereby, accelerating annual sales and earnings growth in the future.
Given these actions, Management's expectations for sales growth, Adjusted EBIT, Adjusted EBIT margins, Adjusted EBITDA and Adjusted EPS for 2019 compared to 2018 are as follows:
·
Organic sales are expected to increase in 2019 in the mid-single digits on a consolidated basis, with Filtration and Technical Packaging growing 4 to 6 percent each, USG growing 5 to 7 percent (partially muted by slower growth in the renewable energy space at NRG) and Test growing 3 to 5 percent;
·
Adjusted EBIT and Adjusted EBITDA are expected to increase approximately 9 to 10 percent with Adjusted EBIT and Adjusted EBITDA margins increasing nearly a full point;
·
Interest expense is expected to be similar to 2018 despite the lower debt levels as the Company is projecting higher interest rates over the next 12 months;
·
Non-cash depreciation and amortization of intangibles is expected to increase approximately $3.7 million (or $0.11 per share after-tax) related to previous acquisitions and capital spending;
·
Income tax expense is expected to increase in 2019 as Management is projecting a 24 percent effective tax rate calculated on higher pretax earnings, compared to the 22 percent effective tax rate used in calculating 2018 Adjusted EPS. The 2 percent tax rate increase impacts 2019 Adjusted EPS by ($0.08) per share;
·
In summary, Management projects 2019 Adjusted EPS to be in the range of $2.95 to $3.05 per share reflecting meaningful organic sales and Adjusted EBITDA growth partially offset by the additional depreciation and amortization charges and incremental tax expense as noted above.
On a quarterly basis during and consistent with prior years, Management expects 2019 revenues and Adjusted EPS to be more back half weighted with the second half of the year being stronger than the first half.
Management expects Q1 2019 Adjusted EPS to be in the range of $0.40 to $0.45 per share. The timing of quarterly sales and earnings throughout the year, coupled with the discrete charges described above within the respective quarters will impact quarterly comparability.

Conference Call
The Company will host a conference call today, November 15, at 4:00 p.m. Central Time, to discuss the Company's 2018 results. A live audio webcast will be available on the Company's website at www.escotechnologies.com. Please access the website 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 website noted above or by phone (dial 1-855-859-2056 and enter the pass code 2888246).
Forward-Looking Statements
Statements in this press release regarding the timing and amounts of the Company's expected quarterly, 2019 full year and beyond results, revenue and sales growth, EPS, Adjusted EPS, EPS growth, cash, EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, interest expense, income tax expense, effective tax rates, cash generation, the realization of operational efficiencies, and the costs and savings resulting from operational improvements and cost reduction actions, the Company's ability to increase operating margins, realize financial goals and increase shareholder value, the success of acquisition efforts, the long-term success of the Company, and any other 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 them except as may be required by applicable laws or regulations. 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 those described in Item 1A, "Risk Factors", of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017, and the following: the success of the Company's competitors; weakening of economic conditions in served markets; changes in customer demands or customer insolvencies; competition; intellectual property rights; technical difficulties; delivery delays or defaults by customers; material changes in the costs and availability of certain raw materials; the appropriation, allocation and availability of Government funds; the termination for convenience of Government and other customer contracts; the timing and content of future contract awards or customer orders; performance issues with key customers, suppliers and subcontractors; labor disputes; the impacts of natural disasters on the Company's operations and those of the Company's customers and suppliers; changes in laws and regulations, including but not limited to changes in accounting standards and taxation requirements; changes in interest rates; costs relating to environmental matters arising from current or former facilities; financial exposure in connection with Company guarantees of certain Aclara contracts; the availability of select acquisitions; uncertainty regarding the ultimate resolution of current disputes, claims, litigation or arbitration; and the success and integration of recently acquired businesses.


Non-GAAP Financial Measures
The financial measures EBIT, EBITDA, Adjusted EBITDA and Adjusted EPS are presented in this press release. The Company defines "EBIT" as earnings before interest and taxes, "EBITDA" as earnings before interest, taxes, depreciation and amortization, "Adjusted EBITDA" as EBITDA excluding certain defined charges, and "Adjusted EPS" as GAAP earnings per share (EPS) excluding the net impact of the items described above which were $0.77 per share in 2018.
EBIT, EBITDA, Adjusted EBITDA and Adjusted EPS are not recognized in accordance with U.S. generally accepted accounting principles (GAAP). However, Management believes that EBIT, EBITDA and Adjusted EBITDA are useful in assessing the operational profitability of the Company's business segments because they exclude interest, taxes, depreciation and amortization, which are generally accounted for across the entire Company on a consolidated basis. EBIT is also one of the measures used by Management in determining resource allocations within the Company as well as incentive compensation. The Company believes that the presentation of EBIT, EBITDA, Adjusted EBITDA and Adjusted EPS provides important supplemental information to investors by facilitating comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. The use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.
ESCO, headquartered in St. Louis: Manufactures highly-engineered filtration and fluid control products for the aviation, space and process markets worldwide; is the industry leader in RF shielding and EMC test products; provides diagnostic instruments, software and services for the benefit of industrial power users and the electric utility and renewable energy industries; and, produces custom thermoformed packaging, pulp-based packaging, and specialty products for medical and commercial markets. Further information regarding ESCO and its subsidiaries is available on the Company's website at www.escotechnologies.com.

-tables attached-

 

 
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
     
Condensed Consolidated Statements of Operations (Unaudited)
     
(Dollars in thousands, except per share amounts)
     
       
   
Three Months
Ended
September 30,
2018
       
Three Months
Ended
September 30,
2017
     
                     
Net Sales
 
$
231,086
         
207,005
     
Cost and Expenses:
                       
Cost of sales
   
143,486
         
129,769
     
Selling, general and administrative expenses
   
39,618
         
41,329
     
Amortization of intangible assets
   
4,713
         
4,790
     
Interest expense
   
2,284
         
1,826
     
Other expenses, net
   
2,663
         
(496
)
   
Total costs and expenses
   
192,764
         
177,218
     
                         
Earnings before income taxes
   
38,322
         
29,787
     
Income taxes
   
9,870
         
10,613
     
                         
Net earnings
 
$
28,452
         
19,174
     
                         
                         
Diluted EPS:
                       
GAAP EPS
 
$
1.09
         
0.74
     
                         
Adjusted EPS
 
$
1.22
 (1)    
 
 
   
0.79
 (2)    
 
 
                                 
Diluted average common shares O/S:
   
26,103
             
26,057
         
 
                                 
(1)
 
Q4 2018 Adjusted EPS excludes $0.13 per share of after-tax charges incurred related to the Q4 2018 restructuring actions and the true-up of tax expense recorded resulting from the implementation of U.S. Tax Reform.
 
                                 
(2)
 
Q4 2017 Adjusted EPS excludes $0.05 per share of after-tax purchase accounting inventory step-up charges and acquisition costs incurred during the quarter.
 









ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
     
Condensed Consolidated Statements of Operations (Unaudited)
     
(Dollars in thousands, except per share amounts)
     
       
   
Year Ended
September 30,
2018
       
Year Ended
September 30,
2017
     
                     
Net Sales
 
$
771,582
         
685,740
     
Cost and Expenses:
                       
Cost of sales
   
490,397
         
436,918
     
Selling, general and administrative expenses
   
162,431
         
148,433
     
Amortization of intangible assets
   
18,328
         
16,338
     
Interest expense
   
8,748
         
4,578
     
Other (income) expenses, net
   
3,655
         
(680
)
   
Total costs and expenses
   
683,559
         
605,587
     
                         
Earnings before income taxes
   
88,023
         
80,153
     
Income taxes
   
(4,113
)
       
26,450
     
                         
Net earnings
 
$
92,136
         
53,703
     
                         
                         
Diluted EPS:
                       
GAAP EPS
 
$
3.54
         
2.07
     
                         
Adjusted EPS
 
$
2.77
 (1)    
 
 
   
2.22
 (2)    
 
 
                                 
Diluted average common shares O/S:
   
26,058
             
25,995
         
 
                                 
(1)
 
FY 2018 Adjusted EPS excludes $0.17 per share of after-tax charges incurred related to the 2018 restructuring actions, and excludes a ($.94) net tax benefit recorded resulting from the implementation of U.S. Tax Reform.
 
                                 
(2)
 
FY 2017 Adjusted EPS excludes $0.15 per share of after-tax purchase accounting inventory step-up charges and acquisition costs incurred during 2017.
 









ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Condensed Business Segment Information (Unaudited)
 
(Dollars in thousands)
 
   
   
GAAP
   
As Adjusted
 
     
Q4 2018
     
Q4 2017
     
Q4 2018
     
Q4 2017
 
Net  Sales
                               
Filtration
 
$
91,274
     
80,640
     
91,274
     
80,640
 
Test
   
59,523
     
51,115
     
59,523
     
51,115
 
USG
   
56,013
     
52,183
     
56,013
     
52,183
 
Technical Packaging
   
24,276
     
23,067
     
24,276
     
23,067
 
Totals
 
$
231,086
     
207,005
     
231,086
     
207,005
 
                                 
EBIT
                               
Filtration
 
$
23,615
     
17,905
     
23,961
     
17,905
 
Test
   
10,029
     
8,404
     
10,029
     
8,404
 
USG
   
15,364
     
11,010
     
16,399
     
12,196
 
Technical Packaging
   
2,721
     
2,836
     
2,721
     
2,836
 
Corporate
   
(11,123
)
   
(8,542
)
   
(10,252
)
   
(7,911
)
Consolidated EBIT
   
40,606
     
31,613
     
42,858
     
33,430
 
Less: Interest expense
   
(2,284
)
   
(1,826
)
   
(2,284
)
   
(1,826
)
Less: Income tax expense
   
(9,870
)
   
(10,613
)
   
(8,582
)
   
(11,249
)
Net earnings
 
$
28,452
     
19,174
     
31,992
     
20,355
 
 
                                 
Note 1: Adjusted net earnings were $32.0 million in Q4 18 which excludes $0.13 per share of after-tax charges incurred related to the Q4 18 restructuring actions, and the true-up of tax expense recorded resulting from the implementation of U.S. Tax Reform.
 
                                 
Note 2: Adjusted net earnings were $20.4 million in Q4 17 which excludes $0.05 per share of after-tax purchase accounting inventory step-up charges and acquisition costs incurred during Q4 17.
 
 
                         
EBITDA Reconciliation to Net earnings:
                   
           
Q4 2018
           
Q4 2017
 
     
Q4 2018
 
- As Adj
     
Q4 2017
 
- As Adj
 
Consolidated EBITDA
 
$
50,011
     
52,263
     
40,819
     
42,636
 
Less: Depr & Amort
   
(9,405
)
   
(9,405
)
   
(9,206
)
   
(9,206
)
Consolidated EBIT
   
40,606
     
42,858
     
31,613
     
33,430
 
Less: Interest expense
   
(2,284
)
   
(2,284
)
   
(1,826
)
   
(1,826
)
Plus (Less): Income Tax
   
(9,870
)
   
(8,582
)
   
(10,613
)
   
(11,249
)
Net earnings
 
$
28,452
     
31,992
     
19,174
     
20,355
 
 
                               




ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Condensed Business Segment Information (Unaudited)
 
(Dollars in thousands)
 
   
 
GAAP
 
As Adjusted
 
 
FY 2018
 
FY 2017
 
FY 2018
 
FY 2017
 
Net  Sales
               
Filtration
 
$
286,805
     
279,510
     
286,805
     
279,510
 
Test
   
182,892
     
160,853
     
182,892
     
160,853
 
USG
   
213,953
     
162,469
     
213,953
     
162,469
 
Technical Packaging
   
87,932
     
82,908
     
87,932
     
82,908
 
Totals
 
$
771,582
     
685,740
     
771,582
     
685,740
 
                                 
EBIT
                               
Filtration
 
$
58,670
     
52,201
     
59,464
     
54,137
 
Test
   
23,826
     
19,481
     
23,826
     
19,481
 
USG
   
43,169
     
36,596
     
46,121
     
38,477
 
Technical Packaging
   
8,075
     
8,495
     
8,075
     
8,495
 
Corporate
   
(36,969
)
   
(32,042
)
   
(35,875
)
   
(29,775
)
Consolidated EBIT
   
96,771
     
84,731
     
101,611
     
90,815
 
Less: Interest expense
   
(8,748
)
   
(4,578
)
   
(8,748
)
   
(4,578
)
Less: Income tax expense
   
4,113
     
(26,450
)
   
(20,665
)
   
(28,579
)
Net earnings
 
$
92,136
     
53,703
     
72,198
     
57,658
 
                                 
 
Note 1: Adjusted net earnings were $72.2 million in FY 18 which excludes $0.17 per share of after-tax charges incurred related to the 2018 restructuring actions, and excludes a ($.94) net tax benefit recorded resulting from the implementation of U.S. Tax Reform.
 
                                 
Note 2: Adjusted net earnings were $57.7 million in FY 17 which excludes $0.15 per share of after-tax purchase accounting inventory step-up charges and acquisition costs incurred during 2017.
 
 
                                 
EBITDA Reconciliation to Net earnings:
                         
         
FY 2018
         
FY 2017
 
 
FY 2018
 
- As Adj
 
FY 2017
 
- As Adj
 
Consolidated EBITDA
 
$
134,526
     
139,366
     
116,960
     
123,044
 
Less: Depr & Amort
   
(37,755
)
   
(37,755
)
   
(32,229
)
   
(32,229
)
Consolidated EBIT
   
96,771
     
101,611
     
84,731
     
90,815
 
Less: Interest expense
   
(8,748
)
   
(8,748
)
   
(4,578
)
   
(4,578
)
Plus (Less): Income Tax
   
4,113
     
(20,665
)
   
(26,450
)
   
(28,579
)
Net earnings
 
$
92,136
     
72,198
     
53,703
     
57,658
 
 
                               




ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Condensed Consolidated Balance Sheets (Unaudited)
 
(Dollars in thousands)
 
   
   
September 30,
2018
   
September 30,
2017
 
             
Assets
           
Cash and cash equivalents
 
$
30,477
     
45,516
 
Accounts receivable, net
   
163,740
     
160,580
 
Costs and estimated earnings on
               
long-term contracts
   
53,034
     
47,286
 
Inventories
   
135,416
     
124,515
 
Other current assets
   
13,356
     
14,895
 
Total current assets
   
396,023
     
392,792
 
Property, plant and equipment, net
   
134,954
     
132,748
 
Intangible assets, net
   
345,353
     
351,134
 
Goodwill
   
381,652
     
377,879
 
Other assets
   
7,140
     
5,891
 
   
$
1,265,122
     
1,260,444
 
                 
Liabilities and Shareholders' Equity
               
Short-term borrowings and current
 
$
20,000
     
20,000
 
maturities of long-term debt
               
Accounts payable
   
63,033
     
54,789
 
Current portion of deferred revenue
   
29,568
     
28,583
 
Other current liabilities
   
87,929
     
91,597
 
Total current liabilities
   
200,530
     
194,969
 
Deferred tax liabilities
   
64,794
     
86,378
 
Other liabilities
   
40,388
     
52,179
 
Long-term debt
   
200,000
     
255,000
 
Shareholders' equity
   
759,410
     
671,918
 
   
$
1,265,122
     
1,260,444
 









ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Consolidated Statements of Cash Flows (Unaudited)
 
(Dollars in thousands)
 
   
   
Year Ended
September 30,
2018
 
Cash flows from operating activities:
     
   Net earnings
 
$
92,136
 
   Adjustments to reconcile net earnings
       
     to net cash provided by operating activities:
       
         Depreciation and amortization
   
37,755
 
         Stock compensation expense
   
5,218
 
         Changes in assets and liabilities
   
(11,833
)
         Effect of deferred taxes
   
(21,584
)
         Change in deferred revenue and costs, net
   
1,518
 
         Pension contributions
   
(9,951
)
           Net cash provided by operating activities
   
93,259
 
         
Cash flows from investing activities:
       
   Acquisition of business, net of cash acquired
   
(11,445
)
   Capital expenditures
   
(20,589
)
   Additions to capitalized software
   
(9,573
)
       Net cash used by investing activities
   
(41,607
)
         
Cash flows from financing activities:
       
   Proceeds from long-term debt
   
55,000
 
   Principal payments on long-term debt
   
(110,000
)
   Dividends paid
   
(8,278
)
   Other
   
(3,078
)
     Net cash used by financing activities
   
(66,356
)
         
Effect of exchange rate changes on cash and cash equivalents
   
(335
)
         
Net decrease in cash and cash equivalents
   
(15,039
)
Cash and cash equivalents, beginning of period
   
45,516
 
Cash and cash equivalents, end of period
 
$
30,477
 








ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Other Selected Financial Data (Unaudited)
 
(Dollars in thousands)
 
   
Backlog And Entered Orders - Q4 FY 2018
Filtration
 
Test
 
USG
 
Technical Packaging
 
Total
 
Beginning Backlog - 7/1/18
 
$
226,731
     
135,626
     
45,616
     
17,545
     
425,518
 
Entered Orders
   
68,770
     
46,247
     
51,124
     
22,198
     
188,339
 
Sales
   
(91,274
)
   
(59,523
)
   
(56,013
)
   
(24,276
)
   
(231,086
)
Ending Backlog - 9/30/18
 
$
204,227
     
122,350
     
40,727
     
15,467
     
382,771
 
                                         
                                         
                                         
Backlog And Entered Orders - FY 2018
Filtration
 
Test
 
USG
 
Technical Packaging
 
Total
 
Beginning Backlog - 10/1/17
 
$
203,120
     
114,792
     
35,581
     
23,614
     
377,107
 
Entered Orders
   
287,912
     
190,450
     
219,099
     
79,785
     
777,246
 
Sales
   
(286,805
)
   
(182,892
)
   
(213,953
)
   
(87,932
)
   
(771,582
)
Ending Backlog - 9/30/18
 
$
204,227
     
122,350
     
40,727
     
15,467
     
382,771