Missouri
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1-10596
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43-1554045
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(State or Other
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(Commission
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(I.R.S. Employer
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Jurisdiction of Incorporation)
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File Number)
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Identification No.)
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9900A Clayton Road, St. Louis, Missouri
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63124-1186
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(Address of Principal Executive Offices)
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(Zip Code)
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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1.
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Generally, the evaluation criteria set under the PCP are certain financial and individual measures. Under the PCP, the Committee approved the fiscal year 2012 evaluation criteria for the determination of the actual PCP bonuses to be paid to the executive officers after the end of fiscal year 2012. The Committee will evaluate and measure the performance of the executive officers based on the achievement of Registrant and individual objectives, weighted as follows: cash flow from operations – 70%; and individual objectives – 30%. The achievement of the objectives is measured utilizing a relevant matrix. The target multiplier for cash flow from operations under the PCP for fiscal 2012 ranges from 0.2 to 2.0 times the bonus target. The target multiplier for individual objectives ranges from 0 to 1.0 times the bonus target.
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2.
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Generally, the evaluation criteria set under the ICP are certain financial measures such as earnings per share (“EPS”). Under the ICP, the Committee approved a fiscal year 2012 EPS matrix as the evaluation criterion for the determination of the actual ICP bonuses to be paid to the executive officers after the end of fiscal year 2012. The bonus target multiplier under the ICP for fiscal 2012 ranges from 0.2 to 2.0 times the bonus target.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
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Exhibit No. Description of Exhibit
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99.1 Press Release dated November 8, 2011
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ESCO TECHNOLOGIES INC.
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Dated: November 8, 2011
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By: /s/ G.E. Muenster
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G.E. Muenster
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Executive Vice President and
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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99.1 Press Release dated November 8, 2011
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For more information contact:
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For media inquiries:
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Kate Lowrey
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David P. Garino
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Director, Investor Relations
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(314) 982-0551
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ESCO Technologies Inc.
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(314) 213-7277
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·
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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;
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·
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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;
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·
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Filtration net sales increased $9 million, or 24 percent over Q4 2010, and increased $47 million, or 39 percent for the fiscal year;
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·
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Test net sales increased $11 million, or 25 percent over Q4 2010, and increased $38 million, or 28 percent for the fiscal year;
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·
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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;
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·
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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;
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·
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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;
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·
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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;
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·
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FY 2011 EPS was $1.95 per share, compared to $1.68 in FY 2010;
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·
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Q4 2011 EPS was $0.57 per share, compared to $0.89 in Q4 2010;
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·
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Net cash provided by operating activities for FY 2011 was $76 million compared to $67 million in FY 2010;
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·
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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
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·
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FY 2011 entered orders included $20 million of initial AMI software and services for Southern California Gas Co. (SoCalGas).
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·
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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.
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·
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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.
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·
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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).
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·
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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.
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·
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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.
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·
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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.
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·
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The 2012 effective tax rate is expected to be between 33 and 35 percent.
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·
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On a quarterly basis, Management expects 2012 revenues and EPS to be more second half weighted than the quarterly profile reported in fiscal 2011.
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
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||||||||
Three Months
Ended
September 30, 2011
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Three Months
Ended
September 30, 2010
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|||||||
Net Sales
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$ | 190,701 | 207,925 | |||||
Cost and Expenses:
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||||||||
Cost of sales
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123,239 | 123,114 | ||||||
Selling, general and administrative expenses
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47,963 | 43,186 | ||||||
Amortization of intangible assets
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3,039 | 2,971 | ||||||
Interest expense
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647 | 949 | ||||||
Other (income) expenses, net
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(4,082 | ) | 1,065 | |||||
Total costs and expenses
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170,806 | 171,285 | ||||||
Earnings before income taxes
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19,895 | 36,640 | ||||||
Income taxes
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4,512 | 12,743 | ||||||
Net earnings
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$ | 15,383 | 23,897 | |||||
Earnings per share:
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||||||||
Basic
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||||||||
Net earnings
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$ | 0.58 | 0.90 | |||||
Diluted
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||||||||
Net earnings
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$ | 0.57 | 0.89 | |||||
Average common shares O/S:
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||||||||
Basic
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26,624 | 26,486 | ||||||
Diluted
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26,893 | 26,736 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
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||||||||
Twelve Months
Ended
September 30, 2011
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Twelve Months
Ended
September 30, 2010
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|||||||
Net Sales
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$ | 693,711 | 607,493 | |||||
Cost and Expenses:
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||||||||
Cost of sales
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424,846 | 361,942 | ||||||
Selling, general and administrative expenses
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182,530 | 157,348 | ||||||
Amortization of intangible assets
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11,982 | 11,633 | ||||||
Interest expense
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2,493 | 3,977 | ||||||
Other (income) expenses, net
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(5,098 | ) | 2,928 | |||||
Total costs and expenses
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616,753 | 537,828 | ||||||
Earnings before income taxes
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76,958 | 69,665 | ||||||
Income taxes
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24,457 | 24,819 | ||||||
Net earnings
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$ | 52,501 | 44,846 | |||||
Earnings per share:
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||||||||
Basic
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||||||||
Net earnings
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$ | 1.97 | 1.70 | |||||
Diluted
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||||||||
Net earnings
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$ | 1.95 | 1.68 | |||||
Average common shares O/S:
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||||||||
Basic
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26,588 | 26,450 | ||||||
Diluted
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26,903 | 26,738 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Business Segment Information
(Unaudited)
(Dollars in thousands)
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||||||||||||||||||||||||||||||||
Three Months Ended
September 30,
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Twelve Months Ended
September 30,
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|||||||||||||||||||||||||||||||
2011
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2010
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2011
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2010
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|||||||||||||||||||||||||||||
Net Sales
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Utility Solutions Group
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$ | 85,561 | 123,381 | 349,579 | 348,331 | |||||||||||||||||||||||||||
Test
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56,609 | 45,274 | 176,563 | 138,417 | ||||||||||||||||||||||||||||
Filtration
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48,531 | 39,270 | 167,569 | 120,745 | ||||||||||||||||||||||||||||
Totals
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$ | 190,701 | 207,925 | 693,711 | 607,493 | |||||||||||||||||||||||||||
EBIT
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||||||||||||||||||||||||||||||||
Utility Solutions Group
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$ | 10,682 | 31,754 | 54,279 | 67,369 | |||||||||||||||||||||||||||
Test
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6,900 | 5,992 | 18,639 | 12,185 | ||||||||||||||||||||||||||||
Filtration
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9,205 | 8,086 | 30,809 | 19,505 | ||||||||||||||||||||||||||||
Corporate
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(6,245 | ) (1) | (8,243 | ) (2) | (24,276 | ) (3) | (25,417 | ) (4) | ||||||||||||||||||||||||
Consolidated EBIT
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20,542 | 37,589 | 79,451 | 73,642 | ||||||||||||||||||||||||||||
Less: Interest expense
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(647 | ) | (949 | ) | (2,493 | ) | (3,977 | ) | ||||||||||||||||||||||||
Earnings before income taxes
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$ | 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.
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(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 $4.8 million of amortization of acquired intangible assets.
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
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||||||||
September 30,
2011
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September 30, 2010
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|||||||
Assets
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||||||||
Cash and cash equivalents
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$ | 34,158 | 26,508 | |||||
Accounts receivable, net
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144,083 | 141,098 | ||||||
Costs and estimated earnings on long-term
contracts
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12,974 | 12,743 | ||||||
Inventories
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96,986 | 83,034 | ||||||
Current portion of deferred tax assets
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20,630 | 15,809 | ||||||
Other current assets
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19,523 | 17,169 | ||||||
Total current assets
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328,354 | 296,361 | ||||||
Property, plant and equipment, net
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73,067 | 72,563 | ||||||
Goodwill
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361,864 | 355,656 | ||||||
Intangible assets, net
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231,848 | 229,736 | ||||||
Other assets
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16,704 | 19,975 | ||||||
$ | 1,011,837 | 974,291 | ||||||
Liabilities and Shareholders’ Equity
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||||||||
Short-term borrowings and current maturities
of long-term debt
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$ | 50,000 | 50,000 | |||||
Accounts payable
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54,037 | 59,088 | ||||||
Current portion of deferred revenue
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24,499 | 21,907 | ||||||
Other current liabilities
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77,301 | 55,985 | ||||||
Total current liabilities
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205,837 | 186,980 | ||||||
Deferred tax liabilities
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85,313 | 79,388 | ||||||
Other liabilities
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44,977 | 47,941 | ||||||
Long-term debt
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75,000 | 104,000 | ||||||
Shareholders’ equity
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600,710 | 555,982 | ||||||
$ | 1,011,837 | 974,291 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
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||||
Twelve Months Ended
September 30, 2011
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||||
Cash flows from operating activities:
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||||
Net earnings
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$ | 52,501 | ||
Adjustments to reconcile net earnings to net cash
provided by operating activities:
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||||
Depreciation and amortization
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23,521 | |||
Stock compensation expense
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4,670 | |||
Changes in current assets and liabilities
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(1,542 | ) | ||
Effect of deferred taxes
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3,551 | |||
Change in acquisition earnout obligation
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(7,595 | ) | ||
Pension contributions
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(5,230 | ) | ||
Change in deferred revenue and costs, net
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2,565 | |||
Amortization of prepaid debt fees
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772 | |||
Other
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2,653 | |||
Net cash provided by operating activities
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75,866 | |||
Cash flows from investing activities:
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||||
Acquisition of businesses
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(4,982 | ) | ||
Additions to capitalized software
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(14,151 | ) | ||
Capital expenditures
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(13,709 | ) | ||
Change in restricted cash (acquisition escrow)
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1,361 | |||
Net cash used by investing activities
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(31,481 | ) | ||
Cash flows from financing activities:
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||||
Proceeds from long-term debt
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49,370 | |||
Principal payments on long-term debt
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(78,370 | ) | ||
Dividends paid
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(8,534 | ) | ||
Proceeds from exercise of stock options
|
762 | |||
Other
|
370 | |||
Net cash used by financing activities
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(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
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$ | 34,158 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Other Selected Financial Data
(Unaudited)
(Dollars in thousands)
|
||||||||||||||||
Backlog And Entered Orders – Q4 FY 2011
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Utility Solutions
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Test
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Filtration
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Total
|
||||||||||||
Beginning Backlog – 6/30/11
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$ | 145,637 | 108,474 | 133,029 | 387,140 | |||||||||||
Entered Orders
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65,276 | 34,991 | 46,367 | 146,634 | ||||||||||||
Sales
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(85,561 | ) | (56,609 | ) | (48,531 | ) | (190,701 | ) | ||||||||
Ending Backlog – 9/30/11
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$ | 125,352 | 86,856 | 130,865 | 343,073 | |||||||||||
Backlog And Entered Orders – FY 2011
|
Utility Solutions
|
Test
|
Filtration
|
Total
|
||||||||||||
Beginning Backlog – 10/1/10
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$ | 153,478 | 74,333 | 132,835 | 360,646 | |||||||||||
Entered Orders
|
321,453 | 189,086 | 165,599 | 676,138 | ||||||||||||
Sales
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(349,579 | ) | (176,563 | ) | (167,569 | ) | (693,711 | ) | ||||||||
Ending Backlog – 9/30/11
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$ | 125,352 | 86,856 | 130,865 | 343,073 |