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)
|
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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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c))
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(d)
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Exhibits
|
|
Exhibit No.
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Description of Exhibit
|
|
99.1
|
Press Release dated May 4, 2017
|
|
Gary E. Muenster
|
|
Executive Vice President
|
|
and Chief Financial Officer
|
·
|
Q2 2017 GAAP EPS was $0.43 per share compared to Management’s previous GAAP guidance range of $0.37 to $0.42 per share;
|
·
|
Compared to February’s guidance, the additional earnings were driven by higher sales and better than planned operating efficiencies at PTI and VACCO within the Filtration segment, coupled with lower corporate spending;
|
·
|
Q2 2016 GAAP EPS was $0.33 per share, and EPS – As Adjusted was $0.40 per share;
|
·
|
GAAP net earnings were $11.2 million in Q2 2017, $8.6 million in Q2 2016, and net earnings – As Adjusted of $10.4 million in Q2 2016; and,
|
·
|
Q2 2017 EBITDA increased 19 percent to $25.3 million from $21.2 million in Q2 2016 – As Adjusted. A reconciliation of EBITDA, a non-GAAP financial measure, to GAAP Net Earnings is presented in the Condensed Business Segment Information table below.
|
·
|
Q2 2017 sales increased $22 million (16 percent) to $161 million compared to $139 million in Q2 2016;
|
·
|
On a segment basis, Q2 2017 Filtration sales increased $20 million, or 40 percent compared to Q2 2016 driven by additional commercial aerospace deliveries, higher navy and space product sales, and Westland and Mayday’s Q2 2017 sales of $5 million and $10 million, respectively. Technical Packaging sales increased $2 million driven by Plastique sales included for 3 months versus 2 months in Q2 2016; Test sales decreased $2 million resulting from the quarterly timing of projects in the respective periods (orders and backlog increases are described below); and, Doble sales increased $3 million driven by the additional contribution from new products and software solutions;
|
·
|
SG&A expenses increased $2 million in Q2 2017 compared to Q2 2016 primarily due to the addition of Plastique, Westland and Mayday in the current period, and additional sales and marketing expenses at Doble to support future revenue growth. These increases were partially mitigated by lower operating costs at Test, Crissair and Corporate;
|
·
|
Other (income) expenses, net in Q2 2016 included charges of $1.4 million related to the prior year restructuring costs incurred at Test and Doble;
|
·
|
The effective tax rate was 33.7 percent in Q2 2017 compared to 30.9 percent on a comparable EPS As – Adjusted basis in Q2 2016. The 36.8 percent tax rate reported in Q2 2016 on a GAAP basis was unfavorably impacted by a portion of the 2016 restructuring costs which resulted in no tax benefit;
|
·
|
Entered orders were $167 million in Q2 2017 and $350 million YTD 2017 (book-to-bill of 1.04x and 1.14x, respectively) reflecting a $42 million (13 percent) increase in backlog for the first half of 2017, which resulted in an ending backlog of $375 million at March 31, 2017;
|
·
|
Test orders were $44 million in Q2 2017 and $100 million YTD 2017 (book-to-bill of 1.15x and 1.39x, respectively) which reflects continued momentum in the wireless market and the catch-up of previously anticipated orders from a key customer. Test’s significant order volume and current backlog supports its projected sales and profit contribution over the remainder of the year;
|
·
|
Doble orders were $33 million in Q2 2017 and $73 million YTD 2017 (book-to-bill of 1.01x and 1.06x, respectively) which reflects increased orders for new products such as the Doble Universal Controller (DUC), on-line monitoring solutions such as PRIME and ARMS, additional software applications, and the continued expansion of service contracts;
|
·
|
Filtration orders were $62 million in Q2 2017 and $130 million YTD 2017 (book-to-bill of 0.90x and 1.01x, respectively) comprised of recurring commercial aerospace orders, offset by the sales run-off of large, multi-year submarine orders awarded in previous periods at VACCO and Westland;
|
·
|
Technical Packaging orders were $28 million in Q2 2017 and $47 million YTD 2017 (book-to-bill of 1.30x and 1.20x, respectively) driven by higher KAZ, medical, medical device, and pharmaceutical projects; and,
|
·
|
Net cash provided by operating activities was $37 million YTD 2017, which reduced net debt (outstanding borrowings less cash on hand) to $116 million at March 31, 2017.
|
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
|
||||||||
Condensed Consolidated Statements of Operations (Unaudited)
|
||||||||
(Dollars in thousands, except per share amounts)
|
|
||||||||
Three Months
Ended
March 31,
2017
|
Three Months
Ended
March 31,
2016
|
|||||||
Net Sales
|
$ | 161,178 | 138,930 | |||||
Cost and Expenses:
|
||||||||
Cost of sales
|
105,379 | 88,118 | ||||||
Selling, general and administrative expenses
|
34,889 | 32,529 | ||||||
Amortization of intangible assets
|
3,814 | 2,895 | ||||||
Interest expense
|
855 | 368 | ||||||
Other (income) expenses, net
|
(578 | ) | 1,405 | |||||
Total costs and expenses
|
144,359 | 125,315 | ||||||
Earnings before income taxes
|
16,819 | 13,615 | ||||||
Income taxes
|
5,662 | 5,005 | ||||||
Net earnings
|
$ | 11,157 | 8,610 | |||||
Diluted EPS – GAAP
|
$ | 0.43 | (1) | 0.33 | (2) | |||
Diluted average common shares O/S:
|
25,911 | 25,931 | ||||||
(1) |
Includes Mayday inventory step up charge of $1.0 million.
|
||
(2) |
Q2 FY 16 - As Adjusted EPS was $0.40 which excluded $1.7 million (or $0.07 per share) of restructuring charges incurred at ETS & Doble during the second quarter of fiscal 2016.
|
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
|
|||||||||
Condensed Consolidated Statements of Operations (Unaudited)
|
|||||||||
(Dollars in thousands, except per share amounts)
|
|
|||||||||
Six Months
Ended
March 31,
2017
|
Six Months
Ended
March 31,
2016
|
||||||||
Net Sales
|
$
|
307,546
|
271,763
|
||||||
Cost and Expenses:
|
|||||||||
Cost of sales
|
198,293
|
168,167
|
|||||||
Selling, general and administrative expenses
|
68,651
|
65,820
|
|||||||
Amortization of intangible assets
|
7,463
|
5,589
|
|||||||
Interest expense
|
1,539
|
597
|
|||||||
Other (income) expenses, net
|
(1,344)
|
5,007
|
|||||||
Total costs and expenses
|
274,602
|
245,180
|
|||||||
Earnings before income taxes
|
32,944
|
26,583
|
|||||||
Income taxes
|
11,060
|
9,144
|
|||||||
Net earnings
|
$
|
21,884
|
17,439
|
||||||
Diluted EPS - GAAP
|
$
|
0.84
|
(1)
|
0.67
|
(2)
|
||||
Diluted average common shares O/S:
|
25,945
|
25,986
|
|||||||
(1)
|
Includes Mayday inventory step up charge of $1.9 million.
|
||||||||
(2)
|
YTD Q2 FY 16 - As Adjusted EPS was $0.87 which excluded $5.2 million (or $0.20 per share) of restructuring charges incurred at ETS & Doble during the first six months of fiscal 2016.
|
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
|
||||||||||||
Condensed Business Segment Information (Unaudited)
|
||||||||||||
(Dollars in thousands)
|
|
||||||||||||
GAAP
|
Q2 2016 Adjustments (1)
|
As Adjusted
|
||||||||||
Q2 2017
|
Q2 2016
|
Q2 2017
|
Q2 2016
|
|||||||||
Net Sales
|
||||||||||||
Filtration
|
$
|
68,906
|
49,045
|
-
|
68,906
|
49,045
|
||||||
Test
|
38,367
|
40,601
|
-
|
38,367
|
40,601
|
|||||||
USG
|
32,671
|
30,014
|
-
|
32,671
|
30,014
|
|||||||
Technical Packaging
|
21,234
|
19,270
|
-
|
21,234
|
19,270
|
|||||||
Totals
|
$
|
161,178
|
138,930
|
-
|
161,178
|
138,930
|
||||||
EBIT
|
||||||||||||
Filtration
|
$
|
11,625
|
9,064
|
-
|
11,625
|
9,064
|
||||||
Test
|
3,766
|
2,505
|
1,201
|
3,766
|
3,706
|
|||||||
USG
|
7,434
|
7,208
|
171
|
7,434
|
7,379
|
|||||||
Technical Packaging
|
2,196
|
2,747
|
-
|
2,196
|
2,747
|
|||||||
Corporate
|
(7,347)
|
(7,541)
|
10
|
(7,347)
|
(7,531)
|
|||||||
Consolidated EBIT
|
17,674
|
13,983
|
1,382
|
17,674
|
15,365
|
|||||||
Less: Interest expense
|
(855)
|
(368)
|
-
|
(855)
|
(368)
|
|||||||
Less: Income tax expense
|
(5,662)
|
(5,005)
|
367
|
(5,662)
|
(4,638)
|
|||||||
Net earnings
|
$
|
11,157
|
8,610
|
1,749
|
11,157
|
10,359
|
||||||
|
||||||||||||
(1)
|
Adjustments consist of $1.7 million (or $0.07 per share) of restructuring charges at ETS & Doble during the second quarter of 2016.
|
|||||||||||
EBITDA Reconciliation to Net earnings:
|
||||||||||||
Q2 2016
|
||||||||||||
Q2 2017
|
- As Adjusted
|
|||||||||||
Consolidated EBITDA
|
$
|
25,274
|
21,243
|
|||||||||
Less: Depr & Amort
|
(7,600)
|
(5,878)
|
||||||||||
Consolidated EBIT
|
17,674
|
15,365
|
||||||||||
Less: Interest expense
|
(855)
|
(368)
|
||||||||||
Less: Income tax expense
|
(5,662)
|
(4,638)
|
||||||||||
Net earnings
|
$
|
11,157
|
10,359
|
|||||||||
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
|
||||||||||||
Condensed Business Segment Information (Unaudited)
|
||||||||||||
(Dollars in thousands)
|
|
||||||||||||
GAAP
|
YTD Q2
2016 Adjustments (1)
|
As Adjusted
|
||||||||||
YTD Q2 2017
|
YTD Q2 2016
|
YTD Q2 2017
|
YTD Q2 2016
|
|||||||||
Net Sales
|
||||||||||||
Filtration
|
$
|
127,690
|
91,361
|
-
|
127,690
|
91,361
|
||||||
Test
|
72,194
|
83,374
|
-
|
72,194
|
83,374
|
|||||||
USG
|
68,228
|
64,537
|
-
|
68,228
|
64,537
|
|||||||
Technical Packaging
|
39,434
|
32,491
|
-
|
39,434
|
32,491
|
|||||||
Totals
|
$
|
307,546
|
271,763
|
-
|
307,546
|
271,763
|
||||||
EBIT
|
||||||||||||
Filtration
|
$
|
22,351
|
17,348
|
0
|
22,351
|
17,348
|
||||||
Test
|
6,191
|
4,843
|
3,713
|
6,191
|
8,556
|
|||||||
USG
|
17,108
|
15,457
|
1,494
|
17,108
|
16,951
|
|||||||
Technical Packaging
|
3,227
|
4,560
|
0
|
3,227
|
4,560
|
|||||||
Corporate
|
(14,394)
|
(15,028)
|
303
|
(14,394)
|
(14,725)
|
|||||||
Consolidated EBIT
|
34,483
|
27,180
|
5,510
|
34,483
|
32,690
|
|||||||
Less: Interest expense
|
(1,539)
|
(597)
|
0
|
(1,539)
|
(597)
|
|||||||
Less: Income tax expense
|
(11,060)
|
(9,144)
|
(294)
|
(11,060)
|
(9,438)
|
|||||||
Net earnings
|
$
|
21,884
|
17,439
|
5,216
|
21,884
|
22,655
|
||||||
(1)
|
Adjustments consist of $5.2 million (or $0.20 per share) of restructuring charges at ETS & Doble during the first six months of 2016.
|
|||||||||||
EBITDA Reconciliation to Net earnings:
|
||||||||||||
YTD Q2 2017
|
YTD Q2 2016
- As Adjusted
|
|||||||||||
Consolidated EBITDA
|
$
|
49,171
|
43,928
|
|||||||||
Less: Depr & Amort
|
(14,688)
|
(11,238)
|
||||||||||
Consolidated EBIT
|
34,483
|
32,690
|
||||||||||
Less: Interest expense
|
(1,539)
|
(597)
|
||||||||||
Less: Income tax expense
|
(11,060)
|
(9,438)
|
||||||||||
Net earnings
|
$
|
21,884
|
22,655
|
|||||||||
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
|
||||||||
Condensed Consolidated Balance Sheets (Unaudited)
|
||||||||
(Dollars in thousands)
|
||||||||
|
||||||||
March 31,
2017
|
September 30,
2016
|
|||||||
Assets
|
||||||||
Cash and cash equivalents
|
$ | 53,500 | 53,825 | |||||
Accounts receivable, net
|
119,674 | 121,486 | ||||||
Costs and estimated earnings on
|
||||||||
long-term contracts
|
36,261 | 28,746 | ||||||
Inventories
|
117,509 | 105,542 | ||||||
Other current assets
|
11,118 | 13,884 | ||||||
Total current assets
|
338,062 | 323,483 | ||||||
Property, plant and equipment, net
|
116,945 | 92,405 | ||||||
Intangible assets, net
|
265,273 | 231,759 | ||||||
Goodwill
|
353,984 | 323,616 | ||||||
Other assets
|
5,379 | 7,108 | ||||||
$ | 1,079,643 | 978,371 | ||||||
Liabilities and Shareholders' Equity
|
||||||||
Short-term borrowings and current
|
$ | 20,000 | 20,000 | |||||
maturities of long-term debt
|
||||||||
Accounts payable
|
42,442 | 42,074 | ||||||
Current portion of deferred revenue
|
31,090 | 27,212 | ||||||
Other current liabilities
|
63,327 | 68,790 | ||||||
Total current liabilities
|
156,859 | 158,076 | ||||||
Deferred tax liabilities
|
84,134 | 69,562 | ||||||
Other liabilities
|
55,015 | 45,624 | ||||||
Long-term debt
|
150,000 | 90,000 | ||||||
Shareholders' equity
|
633,635 | 615,109 | ||||||
$ | 1,079,643 | 978,371 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
|
||
Consolidated Statements of Cash Flows (Unaudited)
|
||
(Dollars in thousands)
|
|
||||
Six Months
Ended
March 31,
2017
|
||||
Cash flows from operating activities:
|
||||
Net earnings
|
$ | 21,884 | ||
Adjustments to reconcile net earnings
|
||||
to net cash provided by operating activities:
|
||||
Depreciation and amortization
|
14,688 | |||
Stock compensation expense
|
2,870 | |||
Changes in assets and liabilities
|
(4,972 | ) | ||
Change in deferred revenue and costs, net
|
3,948 | |||
Effect of deferred taxes
|
(1,645 | ) | ||
Other
|
(118 | ) | ||
Net cash provided by operating activities
|
36,655 | |||
Cash flows from investing activities:
|
||||
Acquisition of business, net of cash acquired
|
(75,000 | ) | ||
Capital expenditures
|
(15,435 | ) | ||
Additions to capitalized software
|
(3,445 | ) | ||
Proceeds from life insurance
|
2,307 | |||
Net cash used by investing activities
|
(91,573 | ) | ||
Cash flows from financing activities:
|
||||
Proceeds from long-term debt
|
103,000 | |||
Principal payments on long-term debt
|
(43,000 | ) | ||
Dividends paid
|
(4,115 | ) | ||
Other
|
(112 | ) | ||
Net cash provided by financing activities
|
55,773 | |||
Effect of exchange rate changes on cash and cash equivalents
|
(1,180 | ) | ||
Net decrease in cash and cash equivalents
|
(325 | ) | ||
Cash and cash equivalents, beginning of period
|
53,825 | |||
Cash and cash equivalents, end of period
|
$ | 53,500 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
|
||||||||||||
Other Selected Financial Data (Unaudited)
|
||||||||||||
(Dollars in thousands)
|
|
||||||||||||||||||||
Backlog And Entered Orders - Q2 FY 2017
|
Filtration
|
Test
|
USG
|
Technical
Packaging
|
Total
|
|||||||||||||||
Beginning Backlog - 1/1/17
|
$ | 204,521 | 105,358 | 37,708 | 21,314 | 368,901 | ||||||||||||||
Entered Orders
|
62,036 | 44,228 | 33,036 | 27,565 | 166,865 | |||||||||||||||
Sales
|
(68,906 | ) | (38,367 | ) | (32,671 | ) | (21,234 | ) | (161,178 | ) | ||||||||||
Ending Backlog - 3/31/17
|
$ | 197,651 | 111,219 | 38,073 | 27,645 | 374,588 | ||||||||||||||
Backlog And Entered Orders - YTD Q2 FY 2017
|
Filtration
|
Test
|
USG
|
Technical
Packaging
|
Total
|
|||||||||||||||
Beginning Backlog - 10/1/16
|
$ | 195,801 | 83,170 | 33,744 | 19,654 | 332,369 | ||||||||||||||
Entered Orders
|
129,540 | 100,243 | 72,557 | 47,425 | 349,765 | |||||||||||||||
Sales
|
(127,690 | ) | (72,194 | ) | (68,228 | ) | (39,434 | ) | (307,546 | ) | ||||||||||
Ending Backlog - 3/31/17
|
$ | 197,651 | 111,219 | 38,073 | 27,645 | 374,588 |