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8-K - ESCO TECHNOLOGIES INC 8K MAY 3, 2011 - ESCO TECHNOLOGIES INCesco8k.htm

 
 
 

Exhibit 99.1
 
 
NEWS FROM

ESCO TECHNOLOGIES


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



ESCO ANNOUNCES SECOND QUARTER RESULTS


ST. LOUIS, May 3, 2011 – ESCO Technologies Inc. (NYSE: ESE) today reported its operating results for the second quarter ended March 31, 2011.
 
Second Quarter 2011 Highlights
 
·  
Net sales were $167 million, an increase of $38 million, or 29 percent, over Q2 2010 net sales of $129 million;
·  
Utility Solutions Group (USG) net sales were $85 million, an increase of $13 million, or 18 percent over Q2 2010 net sales of $72 million (Aclara sales increased $7 million, and Doble sales increased $6 million);
·  
Filtration net sales increased $14 million, or 54 percent over Q2 2010, with Crissair contributing $7 million of the increase;
·  
Test net sales increased $11 million, or 33 percent over Q2 2010;
·  
EBIT dollars increased $12 million, or 120 percent over Q2 2010, and EBIT margins as a percent of sales increased meaningfully across all three operating segments;
·  
EPS was $0.49 per share, or 123 percent over Q2 2010 EPS of $0.22 per share;
·  
Net cash provided by operating activities increased to $17 million, compared to a use of cash from operating activities of $2 million in Q2 2010;
·  
Entered orders were $167 million resulting in a book-to-bill ratio of 1.0x and firm order backlog of $387 million at March 31, 2011.
 
Chairman’s Commentary – Second Quarter
 
Vic Richey, Chairman and Chief Executive Officer, commented, “I am pleased to announce another strong quarter as we exceeded our internal EBIT projections across the
Company which resulted in higher than expected EPS. The EPS increase was driven by Filtration and Test generating higher sales volumes along with a favorable sales mix, and USG reporting higher than expected profit resulting from additional high margin Aclara sales and lower than planned spending on our previously discussed Smart Grid initiatives. Our investments in these Smart Grid initiatives are expected to increase significantly in the second half of the year.
“Second quarter sales increased $38 million with all three segments showing meaningful growth year-over-year. I was pleased to see the sales increase being relatively balanced across the Company, which I believe demonstrates the success of our multi-segment growth strategy.
“EBIT increased nearly $12 million in the second quarter, reflecting solid operating performance across the company, which in turn drove EBIT margins significantly higher in all three segments.
“Compared to the record level of entered orders in the second quarter of fiscal 2010, I am comfortable with the $167 million in orders received in Q2 of 2011, as well as the resulting $387 million of backlog. The $26 million increase in backlog from the start of the fiscal year was driven by the significant orders received in Test and USG, both domestically and internationally.
“I’m very satisfied with the first six months of fiscal 2011 as we exceeded our internal operating goals across all segments of the business. Our Utility Solutions Group continues its solid performance, and our ongoing investments in new products and advanced technologies continue to solidify our market position in the fast-growing Smart Grid area. As I’ve noted before, we are fully committed to expanding our product offering and related solutions and being recognized as a leading provider of next generation technologies for the Smart Grid.”
 
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.
 
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.
 
Fiscal Year 2011
 
Management’s expectations for sales and EPS growth for 2011 remain consistent with the Outlook communicated in the November 11, 2010 and February 3, 2011 earnings releases.
Additionally, as a result of the timing of previously communicated USG Smart Grid spending, along with earlier than planned customer deliveries which resulted in higher sales and profits in the first half of fiscal 2011 than originally planned, Management expects third quarter EPS to be lower than second quarter EPS. Fourth quarter EPS is expected to be higher than third quarter, and full year EPS remains consistent with Management’s earlier expectations.
 
Chairman’s Commentary – Longer-Term
 
Mr. Richey concluded, “While I continue to remain positive about our near-term outlook, recently, I have become more excited about our significant growth prospects over the next three to five years. To support this view, in April, we completed our formal strategic planning meetings and reviewed our short-term and specific long-term growth opportunities across all operating units. As a result, I am more optimistic today about the size and number of specific, identifiable growth opportunities across the Company that should manifest themselves into orders and sales over the next several years.
“We expect our mid-term growth projections will be led by the largest AMI gas project in North America, supplemented by our international AMI opportunities, and complemented by our expected domestic growth across all three operating segments.
“Our COOP, Gas and Water AMI business opportunities remain very strong, and our market-leading position at Doble should allow us to expand our domestic success to our targeted international opportunities.
“I remain very optimistic about our current business prospects, including our new product roadmap in USG where we are investing heavily in 2011. I believe this significant investment will pay us back over the next couple of years with meaningful growth opportunities, both domestically and internationally.
“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 3, at 4 p.m. Central Time, to discuss the Company’s second quarter and year-to-date fiscal 2011 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 7282066).
 
Forward-Looking Statements
 
Statements in this press release regarding the amount and timing of the Company’s expected 2011 and beyond revenues, EBIT margins, EPS, sales, investments, the likelihood, timing and revenue associated with the anticipated SoCalGas AMI contract, the size, number and timing of growth opportunities in the future, new product development, success in capturing international and domestic USG opportunities, development and success of new products and technologies, 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. 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, 2010; the success of negotiations between SoCalGas and the Company; changes in requirements of SoCalGas; SoCalGas’ ability to successfully negotiate appropriate terms and conditions with other subcontractors and project participants; financial constraints impacting SoCalGas; the receipt of necessary regulatory approvals pertaining to the SoCalGas project; the impact of Japan the earthquake; 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; 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 -

 
 
 

 

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
 
             
   
Three Months
Ended
March 31, 2011
   
Three Months
Ended
March 31, 2010
 
             
Net Sales
  $ 166,748       129,281  
Cost and Expenses:
               
Cost of sales
    98,594       79,399  
Selling, general and administrative expenses
    43,409       36,809  
Amortization of intangible assets
    3,035       2,887  
Interest expense
    538       755  
Other (income) expenses, net
    125       288  
Total costs and expenses
    145,701       120,138  
                 
Earnings before income taxes
    21,047       9,143  
Income taxes
    7,820       3,177  
                 
Net earnings
  $ 13,227       5,966  
                 
Earnings per share:
               
Basic
               
Net earnings
  $ 0.50       0.23  
                 
Diluted
               
Net earnings
  $ 0.49       0.22  
                 
Average common shares O/S:
               
Basic
    26,583       26,440  
Diluted
    26,883       26,702  



 
 

 



ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
 
             
   
Six Months
Ended
March 31, 2011
   
Six Months
Ended
March 31, 2010
 
             
Net Sales
  $ 326,684       241,986  
Cost and Expenses:
               
Cost of sales
    196,077       146,835  
Selling, general and administrative expenses
    87,054       76,017  
Amortization of intangible assets
    5,888       5,771  
Interest expense
    1,312       2,237  
Other (income) expenses, net
    (493 )     1,311  
Total costs and expenses
    289,838       232,171  
                 
Earnings before income taxes
    36,846       9,815  
Income taxes
    12,806       3,412  
                 
Net earnings
  $ 24,040       6,403  
                 
Earnings per share:
               
Basic
               
Net earnings
  $ 0.91       0.24  
                 
Diluted
               
Net earnings
  $ 0.90       0.24  
                 
Average common shares O/S:
               
Basic
    26,562       26,432  
Diluted
    26,847       26,705  



 
 

 



ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Business Segment Information
(Unaudited)
(Dollars in thousands)
       
                                     
   
Three Months Ended
March 31,
         
Six Months Ended
March 31,
       
   
2011
         
2010
         
2011
         
2010
       
                                                 
Net Sales
                                               
Utility Solutions Group
  $ 84,992             72,009             177,182             133,232        
Test
    42,103             31,580             74,106             58,567        
Filtration
    39,653             25,692             75,396             50,187        
Totals
  $ 166,748             129,281             326,684             241,986        
                                                         
EBIT
                                                       
Utility Solutions Group
  $ 15,814             10,621             31,169             15,191        
Test
    5,214             2,096             7,123             2,796        
Filtration
    6,534             2,989             12,009             5,347        
Corporate
    (5,977 )    (1 )       (5,808 )    (1 )       (12,143 )    (2 )       (11,282 )    (2 )  
Consolidated EBIT
    21,585               9,898               38,158               12,052          
Less: Interest expense
    (538 )             (755 )             (1,312 )             (2,237 )        
Earnings before income taxes
  $ 21,047               9,143               36,846               9,815          
                                                                 

Note:Depreciation and amortization expense was $5.8 million and $5.6 million for the quarters ended March 31, 2011 and 2010, respectively, and $11.3 million and $11.2 million for the six-month periods ended March 31, 2011 and 2010, respectively.
 
 
(1) Includes $1.2 million of amortization of acquired intangible assets.
 
 
(2) Includes $2.3 million of amortization of acquired intangible assets.
 

 
 

 



ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
 
             
   
March 31,
2011
   
September 30, 2010
 
             
Assets
           
Cash and cash equivalents
  $ 32,604       26,508  
Accounts receivable, net
    137,792       141,098  
Costs and estimated earnings on long-term
   contracts
     10,080        12,743  
Inventories
    94,697       83,034  
Current portion of deferred tax assets
    16,232       15,809  
Other current assets
    17,592       17,169  
Total current assets
    308,997       296,361  
                 
Property, plant and equipment, net
    72,965       72,563  
Goodwill
    360,950       355,656  
Intangible assets, net
    231,941       229,736  
Other assets
    19,473       19,975  
    $ 994,326       974,291  
                 
Liabilities and Shareholders’ Equity
               
Short-term borrowings and current maturities
   of long-term debt
  $  51,508        50,000  
Accounts payable
    47,715       59,088  
Current portion of deferred revenue
    23,857       21,907  
Other current liabilities
    74,962       55,985  
Total current liabilities
    198,042       186,980  
Deferred tax liabilities
    78,925       79,388  
Other liabilities
    45,947       47,941  
Long-term debt
    92,000       104,000  
Shareholders’ equity
    579,412       555,982  
    $ 994,326       974,291  

 
 

 



ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 
       
   
Six Months Ended
March 31, 2011
 
Cash flows from operating activities:
     
Net earnings
  $ 24,040  
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
       
Depreciation and amortization
    11,333  
Stock compensation expense
    2,494  
Changes in current assets and liabilities
    1,411  
Effect of deferred taxes
    (940 )
Change in deferred revenue and costs, net
    2,268  
Pension contributions
    (4,010 )
Other
    (629 )
Net cash provided by operating activities
    35,967  
         
Cash flows from investing activities:
       
Acquisition of business, net of cash acquired
    (3,732 )
Additions to capitalized software
    (7,867 )
Capital expenditures
    (5,636 )
Net cash used by investing activities
    (17,235 )
         
Cash flows from financing activities:
       
Proceeds from long-term debt
    22,508  
Principal payments on long-term debt
    (33,000 )
Dividends paid
    (4,247 )
Proceeds from exercise of stock options
    661  
Other
    288  
Net cash used by financing activities
    (13,790 )
         
Effect of exchange rate changes on cash and cash equivalents
    1,154  
         
Net increase in cash and cash equivalents
    6,096  
Cash and cash equivalents, beginning of period
    26,508  
Cash and cash equivalents, end of period
  $ 32,604  

 
 

 

Add


ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Other Selected Financial Data
(Unaudited)
(Dollars in thousands)
 
                         
 
Backlog And Entered Orders – Q2 FY 2011
 
Utility Solutions
   
Test
   
Filtration
   
Total
 
Beginning Backlog – 12/31/10
  $ 163,276       90,717       132,527       386,520  
Entered Orders
    81,528       41,763       43,775       167,066  
Sales
    (84,992 )     (42,103 )     (39,653 )     (166,748 )
Ending Backlog – 3/31/11
  $ 159,812       90,377       136,649       386,838  
                                 
                                 
 
Backlog And Entered Orders – YTD Q2 FY 2011
 
Utility Solutions
   
Test
   
Filtration
   
Total
 
Beginning Backlog – 10/1/10
  $ 153,478       74,333       132,835       360,646  
Entered Orders
    183,516       90,150       79,210       352,876  
Sales
    (177,182 )     (74,106 )     (75,396 )     (326,684 )
Ending Backlog – 3/31/11
  $ 159,812       90,377       136,649       386,838