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8-K - ESCO TECHNOLOGIES 8-K - ESCO TECHNOLOGIES INCnov2011esco8k.htm
Exhibit 99.1


 
NEWS FROM                ESCO TECHNOLOGIES
 

 

 
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 FISCAL YEAR 2011 RESULTS


ST. LOUIS, November 8, 2011 – ESCO Technologies Inc. (NYSE: ESE) today reported its operating results for the fourth quarter and fiscal year ended September 30, 2011.
 
Summary Highlights
 
·  
Fiscal year 2011 net sales increased $86 million, or 14 percent, to $694 million compared to $607 million in FY 2010. All three segments contributed to the increase, which occurred in spite of the $40 million decrease in Utility Solutions Group (USG) sales to PG&E and New York City as these projects near completion;
·  
Q4 2011 net sales decreased $17 million compared to Q4 2010 resulting from a $28 million decrease in fourth quarter 2011 sales to PG&E and New York City, partially offset by higher sales in Filtration and Test;
·  
Filtration net sales increased $9 million, or 24 percent over Q4 2010, and increased $47 million, or 39 percent for the fiscal year;
·  
Test net sales increased $11 million, or 25 percent over Q4 2010, and increased $38 million, or 28 percent for the fiscal year;
·  
USG net sales were $86 million in Q4 2011 compared to $123 million in Q4 2010, and for the full year, net sales increased to $350 million from $348 million;
·  
Within USG, Aclara sales decreased in the 2011 fourth quarter and fiscal year due to lower volumes at PG&E and New York City, while Doble sales increased modestly in the fourth quarter and increased 13 percent for the year;
·  
Gross margins in Q4 2011 were negatively impacted by $6.5 million in charges related to the write-down of certain USG inventory that Aclara determined to be obsolete because next-generation AMI products are currently being offered for sale;
·  
Other income in Q4 2011 was favorably impacted by $6.6 million in gains related to the revaluation of the earn-out related to a previous acquisition;
·  
FY 2011 EPS was $1.95 per share, compared to $1.68 in FY 2010;
·  
Q4 2011 EPS was $0.57 per share, compared to $0.89 in Q4 2010;
·  
Net cash provided by operating activities for FY 2011 was $76 million compared to $67 million in FY 2010;
·  
FY 2011 entered orders were $676 million compared to $669 million in FY 2010 resulting in a firm order backlog of $343 million at September 30, 2011; and
·  
FY 2011 entered orders included $20 million of initial AMI software and services for Southern California Gas Co. (SoCalGas).
 
Chairman’s Commentary – Fiscal 2011
 
Vic Richey, Chairman and Chief Executive Officer, commented, “I’m pleased with the way we ended fiscal 2011 as we closed out the year at the top end of both our sales and EPS ranges. At the start of the year, we had expected sales and EPS growth to come in between 10 and 15 percent.
“With the PG&E gas and New York City water projects winding down throughout 2011, coupled with the additional Smart Grid investments we made, we fully expected fourth quarter sales and EBIT to be lower than the prior year. I’m pleased to report that notwithstanding the decrease in sales to PG&E and New York City, Aclara’s sales to COOP and international customers were above internal expectations. Additionally, Doble continues to outperform as it finished the year with sales up 13 percent over prior year while maintaining its EBIT margin above 22 percent.
“Entered orders for the year were consistent with our original plan, coming in at $676 million, including SoCalGas orders of $20 million in 2011. I continue to be excited about the Test business and its future as it continues to strengthen its global market leadership position, and Filtration contributed another strong order quarter. I expect Test and Filtration to continue making a solid contribution as we enter 2012.”
 
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 January 20 to stockholders of record on January 6.
 
Fiscal Years 2012 / 2013
 
Management’s expectations for fiscal years 2012 and 2013 include the following assumptions:
·  
Sales are expected to increase in the low-to-mid single digits in 2012 and are expected to increase more than 15 percent in 2013 over 2012.
·  
The 2012 sales growth is muted by a $40 million sales decrease at PG&E and New York City since the projects are nearly completed, partially offset by initial sales at SoCalGas, reflecting the initial deployment of network infrastructure and software.
·  
The significant sales growth expected in 2013 will be driven by Aclara (SoCalGas metering endpoint ramp-up and higher international sales) and Doble (new online products and solutions, and additional international sales offices).
·  
EPS is expected to grow approximately 5 to 10 percent in fiscal 2012, and is expected to increase more than 25 percent in 2013 over 2012.
·  
The 2012 EPS growth is impacted by lower PG&E and New York City sales and the initial deployment of lower-margin network infrastructure and software related to SoCalGas.
·  
The anticipated 2013 EPS growth reflects the significant sales and profit contributions of Aclara and Doble, as well as reasonable profit growth expected from Filtration and Test.
·  
The 2012 effective tax rate is expected to be between 33 and 35 percent.
·  
On a quarterly basis, Management expects 2012 revenues and EPS to be more second half weighted than the quarterly profile reported in fiscal 2011.
 
Chairman’s Commentary – 2012 / 2013
 
Mr. Richey concluded, “In spite of today’s global economic challenges, I am pleased to report that we expect reasonable sales and EPS growth in 2012. Looking ahead, we expect significant sales and EPS growth in 2013 and beyond. I remain enthusiastic about our future as I see meaningful growth opportunities across all three segments.
“We expect our near-term growth projections to be led by the largest AMI gas project in North America, supplemented by our international opportunities at Aclara and Doble, and complemented by our expected domestic growth across all three operating segments.
“Doble continues to be a bright spot for us, and I believe, may not be fully appreciated by the investment community. While the electric utility industry’s aging infrastructure certainly works to Doble’s favor domestically, the growth opportunities internationally are even more significant. Coupled with our new products, solutions, and international expansion, our strategic initiatives at Doble should allow us to realize significant sales growth over the next several years, all while maintaining its mid-20s EBIT margins.
“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, November 8, at 4 p.m. Central Time, to discuss the Company’s fourth quarter and fiscal year 2011 operating 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 1-888-203-1112 and enter the pass code 8574010).
 
Forward-Looking Statements
 
Statements in this press release regarding the amount and timing of the Company’s expected 2012 and beyond revenues, EPS, sales, orders, investments, the size and success of the SoCalGas AMI project, the size, number and timing of growth opportunities in the future, success in capturing international and domestic 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; changes in requirements of SoCalGas; SoCalGas’ ability to successfully negotiate appropriate terms and conditions with other subcontractors and project participants; the performance of SoCalGas employees, vendors and other participants in connection with project responsibilities; the Company’s successful performance of the SoCalGas agreement; financial constraints impacting SoCalGas; the receipt of necessary regulatory approvals pertaining to the SoCalGas project; the impact that recent flooding in Thailand may have on the availability of components utilized by Aclara; 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 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, 2011
   
Three Months
Ended
September 30, 2010
 
             
Net Sales
  $ 190,701       207,925  
Cost and Expenses:
               
Cost of sales
    123,239       123,114  
Selling, general and administrative expenses
    47,963       43,186  
Amortization of intangible assets
    3,039       2,971  
Interest expense
    647       949  
Other (income) expenses, net
    (4,082 )     1,065  
Total costs and expenses
    170,806       171,285  
                 
Earnings before income taxes
    19,895       36,640  
Income taxes
    4,512       12,743  
                 
Net earnings
  $ 15,383       23,897  
                 
Earnings per share:
               
Basic
               
Net earnings
  $ 0.58       0.90  
                 
Diluted
               
Net earnings
  $ 0.57       0.89  
                 
Average common shares O/S:
               
Basic
    26,624       26,486  
Diluted
    26,893       26,736  

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
 
             
   
Twelve Months
Ended
September 30, 2011
   
Twelve Months
Ended
September 30, 2010
 
             
Net Sales
  $ 693,711       607,493  
Cost and Expenses:
               
Cost of sales
    424,846       361,942  
Selling, general and administrative expenses
    182,530       157,348  
Amortization of intangible assets
    11,982       11,633  
Interest expense
    2,493       3,977  
Other (income) expenses, net
    (5,098 )     2,928  
Total costs and expenses
    616,753       537,828  
                 
Earnings before income taxes
    76,958       69,665  
Income taxes
    24,457       24,819  
                 
Net earnings
  $ 52,501       44,846  
                 
Earnings per share:
               
Basic
               
Net earnings
  $ 1.97       1.70  
                 
Diluted
               
Net earnings
  $ 1.95       1.68  
                 
Average common shares O/S:
               
Basic
    26,588       26,450  
Diluted
    26,903       26,738  

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Business Segment Information
(Unaudited)
(Dollars in thousands)
       
                                     
   
Three Months Ended
September 30,
         
Twelve Months Ended
September 30,
       
   
2011
         
2010
         
2011
         
2010
       
                                                 
Net Sales
                                               
Utility Solutions Group
  $ 85,561             123,381             349,579             348,331        
Test
    56,609             45,274             176,563             138,417        
Filtration
    48,531             39,270             167,569             120,745        
Totals
  $ 190,701             207,925             693,711             607,493        
                                                         
EBIT
                                                       
Utility Solutions Group
  $ 10,682             31,754             54,279             67,369        
Test
    6,900             5,992             18,639             12,185        
Filtration
    9,205             8,086             30,809             19,505        
Corporate
    (6,245 )  (1)             (8,243 )  (2)             (24,276 )  (3)             (25,417 )  (4)        
Consolidated EBIT
    20,542               37,589               79,451               73,642          
Less: Interest expense
    (647 )             (949 )             (2,493 )             (3,977 )        
Earnings before income taxes
  $ 19,895               36,640               76,958               69,665          
                                                                 

Note:Depreciation and amortization expense was $6.1 million and $5.6 million for the quarters ended September 30, 2011 and 2010, respectively, and $23.5 million and $22.1 million for the years ended September 30, 2011 and 2010, respectively.
 
 
(1) Includes $1.1 million of amortization of acquired intangible assets.
 
 
(2) Includes $1.2 million of amortization of acquired intangible assets.
 
 
(3) Includes $4.6 million of amortization of acquired intangible assets.
 
 
(4) Includes $4.8 million of amortization of acquired intangible assets.
 

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
 
             
   
September 30,
2011
   
September 30, 2010
 
             
Assets
           
Cash and cash equivalents
  $ 34,158       26,508  
Accounts receivable, net
    144,083       141,098  
Costs and estimated earnings on long-term
   contracts
     12,974        12,743  
Inventories
    96,986       83,034  
Current portion of deferred tax assets
    20,630       15,809  
Other current assets
    19,523       17,169  
Total current assets
    328,354       296,361  
                 
Property, plant and equipment, net
    73,067       72,563  
Goodwill
    361,864       355,656  
Intangible assets, net
    231,848       229,736  
Other assets
    16,704       19,975  
    $ 1,011,837       974,291  
                 
Liabilities and Shareholders’ Equity
               
Short-term borrowings and current maturities
   of long-term debt
  $  50,000        50,000  
Accounts payable
    54,037       59,088  
Current portion of deferred revenue
    24,499       21,907  
Other current liabilities
    77,301       55,985  
Total current liabilities
    205,837       186,980  
Deferred tax liabilities
    85,313       79,388  
Other liabilities
    44,977       47,941  
Long-term debt
    75,000       104,000  
Shareholders’ equity
    600,710       555,982  
    $ 1,011,837       974,291  

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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 
       
   
Twelve Months Ended
September 30, 2011
 
Cash flows from operating activities:
     
Net earnings
  $ 52,501  
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
       
Depreciation and amortization
    23,521  
Stock compensation expense
    4,670  
Changes in current assets and liabilities
    (1,542 )
Effect of deferred taxes
    3,551  
Change in acquisition earnout obligation
    (7,595 )
Pension contributions
    (5,230 )
Change in deferred revenue and costs, net
    2,565  
Amortization of prepaid debt fees
    772  
Other
    2,653  
Net cash provided by operating activities
    75,866  
         
Cash flows from investing activities:
       
Acquisition of businesses
    (4,982 )
Additions to capitalized software
    (14,151 )
Capital expenditures
    (13,709 )
Change in restricted cash (acquisition escrow)
    1,361  
Net cash used by investing activities
    (31,481 )
         
Cash flows from financing activities:
       
Proceeds from long-term debt
    49,370  
Principal payments on long-term debt
    (78,370 )
Dividends paid
    (8,534 )
Proceeds from exercise of stock options
    762  
Other
    370  
Net cash used by financing activities
    (36,402 )
         
Effect of exchange rate changes on cash and cash equivalents
    (333 )
         
Net increase in cash and cash equivalents
    7,650  
Cash and cash equivalents, beginning of period
    26,508  
Cash and cash equivalents, end of period
  $ 34,158  

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Add Ten

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Other Selected Financial Data
(Unaudited)
(Dollars in thousands)
 
                         
 
Backlog And Entered Orders – Q4 FY 2011
 
Utility Solutions
   
Test
   
Filtration
   
Total
 
Beginning Backlog – 6/30/11
  $ 145,637       108,474       133,029       387,140  
Entered Orders
    65,276       34,991       46,367       146,634  
Sales
    (85,561 )     (56,609 )     (48,531 )     (190,701 )
Ending Backlog – 9/30/11
  $ 125,352       86,856       130,865       343,073  
                                 
                                 
 
Backlog And Entered Orders – FY 2011
 
Utility Solutions
   
Test
   
Filtration
   
Total
 
Beginning Backlog – 10/1/10
  $ 153,478       74,333       132,835       360,646  
Entered Orders
    321,453       189,086       165,599       676,138  
Sales
    (349,579 )     (176,563 )     (167,569 )     (693,711 )
Ending Backlog – 9/30/11
  $ 125,352       86,856       130,865       343,073  

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