INVESTOR NEWS

ESCO Reports Third Quarter 2013 Results and Announces the Potential Sale of Aclara

ST. LOUIS, August 8, 2013 - ESCO Technologies Inc. (NYSE: ESE) (ESCO or the "Company") today reported its operating results for the third quarter ended June 30, 2013.

Additionally, the Company announced that its board of directors, working together with its executive management team, has authorized a sale process for the divestiture of Aclara Technologies LLC (Aclara). The board of directors has retained Stephens Inc. as its financial advisor to assist with this process.

With respect to the potential sale of Aclara, the board of directors believes that the Company's shares trade at a price which does not fully reflect the value of its underlying assets, especially given the high quality and performance of the Filtration/Fluid Flow, RF Shielding and Test, and Utility Solutions Group portfolio of companies.

The sale of Aclara is expected to generate cash proceeds which will allow the Company to accelerate the realization of shareholder value through the pay-down of existing debt, while providing additional liquidity for acquisitions around its core businesses. While executing the divestiture, the Company remains focused on executing its current operating plan to maximize performance.

The Company has completed the initial phase of the sale process. The process has been robust, and a number of formal offers have been received.

Vic Richey, ESCO Chairman and Chief Executive Officer, commented, "I am very pleased with the level of interest we've seen throughout the initial phase of this process. The number of interested parties is encouraging and includes quality strategic players and leading private equity firms.

"While the Aclara process is ongoing, we continue to execute on our plan to position ESCO for long-term earnings growth and value creation, both organically and through acquisitions within our core business segments. The pending divestiture reflects our commitment to enhance shareholder value, as we believe now is the prudent time to explore our alternatives with respect to Aclara. This process will help ensure ESCO achieves its full earnings potential while creating additional shareholder value."

The Company has not set a definitive timetable for this process but expects to have it completed within the next 90 days. The Company does not plan to disclose or comment on developments regarding this process until further disclosure is deemed appropriate or required, and there can be no assurances that the transaction will be successfully consummated.

Presentation Summary

As noted in the November 12, 2012 earnings release, the Company is providing its operating results (EPS) for 2013 on an adjusted basis, which excludes certain costs associated with the Test segment restructuring. Additional specific costs and charges were identified in the Company's April 17, 2013 Profit Improvement Plan announcement that will also be excluded from EPS "As Adjusted" in 2013.

Management believes EPS "As Adjusted" is more representative of the Company's 2013 ongoing performance and allows shareholders better visibility into the underlying operations of the Company.

Beginning with the June 30, 2013 financial statements presented here, the Company is reporting Aclara as "Discontinued Operations" and "Assets Held for Sale" in accordance with Generally Accepted Accounting Principles (GAAP). All references to Continuing Operations exclude Aclara.  

During the third quarter, EPS from Continuing Operations "As Adjusted" was $0.33 per share and reflects the add-back of $0.09 per share of non-operating charges related to the Test restructure ($0.01) which is now complete, and restructuring costs related to the Doble-Lemke facility closure ($0.08), which is expected to be completed by September 30, 2013. The remaining $1.9 million ($0.07 per share) of estimated costs related to the closure of the Doble-Lemke operation will be recognized during Q4 2013.

Summary Highlights

• Q3 2013 sales from Continuing Operations were essentially flat at $117 million compared to $118 million in Q3 2012. Filtration and Utility Solutions Group (USG, or Doble) sales increased, while Test sales decreased $5 million due to the timing of large contract deliveries; 

• Q3 2013 gross margin from Continuing Operations increased to 40.5 percent compared to 39.3 percent in Q3 2012 primarily driven by the Test segment's improved cost structure post-restructure; 

• SG&A from Continuing Operations decreased in Q3 2013 compared to prior year as a result of ongoing cost saving initiatives across the Company; 

• Other income / expense increased as Q3 2013 includes the restructuring costs noted above ($2.7 million pretax charge, or $0.09 per share), while Q3 2012 was favorably impacted by the non-cash revaluation of an earn-out liability related to a previous acquisition ($3.7 million pretax gain, or $0.09 per share); 

• The effective tax rate in Q3 2013 was 38.7 percent compared to 25.7 percent in Q3 2012. The prior year tax rate was favorably impacted by a decrease in tax accruals resulting from the expiration of applicable statute of limitations which reduced the 2012 quarterly provision by 11.8 percent; 

• Q3 2013 EPS from Continuing Operations "As Adjusted" was $0.33 per share, compared to $0.43 per share in Q3 2012. This $0.10 per share decrease was a result of the $0.09 per share earn-out revaluation gain reflected in other income / expense and the favorable tax rate in Q3 2012. 

• Q3 2013 GAAP EPS from Continuing Operations was $0.24 per share, with an EPS (loss) from Discontinued Operations (Aclara) of $0.06 per share, resulting in GAAP net EPS of $0.18 per share; 

• Orders from Continuing Operations were $141 million in Q3 2013, resulting in a book-to-bill ratio of 1.21x, and firm backlog of $288 million at June 30, 2013. Backlog increased $24 million, or 9 percent, from Continuing Operations backlog of $264 million at March 31, 2013; 

• Year-to-date (YTD) 2013 orders from Continuing Operations were $388 million resulting in a book-to-bill ratio of 1.12x. Backlog increased $43 million, or 17 percent, from the Continuing Operations backlog of $245 million at September 30, 2012; 

• Segment book-to-bill ratios for Q3 and YTD 2013 were: USG (Doble) 1.00x and 1.00x, Filtration 1.15x and 1.11x, and Test 1.43x and 1.23x. 

Chairman's Commentary

Vic Richey, Chairman and Chief Executive Officer, commented, "While it was a difficult decision to initiate the process to divest Aclara, we feel strongly that it is the right course of action both for today and the future. Subsequent to the sale of Aclara, ESCO's remaining businesses are expected to have a more predictable revenue and earnings profile.

"We feel that as we go forward, we will continue to see solid growth in our Filtration, Test and Doble businesses, as our market leadership positions across the three segments, along with the breadth of our new product offerings, will allow us to grow organically at a meaningful level. We intend to supplement this growth through disciplined acquisitions around our core. We will continue to invest in new products and solutions which will allow us to retain and expand our leadership positions in our remaining operations.    

"Regarding our Q3 operating results I'm very pleased to have completed our Test business restructure on time and on budget, with the corresponding savings being reflected in our results. Test's EBIT was 12 percent on an operational basis, despite having a lower than normal amount of sales in Q3. We continue to see Test's recently announced electro-magnetic pulse (EMP) interference market developing on plan and we remain excited about this new market's growth prospects.

"Filtration continued its outstanding performance on both the top and bottom line, and Doble came in generally as expected.

"Our strong order book through June 30gives me confidence in our near-term outlook and our recent planning meetings held in July across our continuing businesses, provided me with a favorable view of our future. Our goal remains the same - to increase long-term shareholder value."

Dividend Payment

The next quarterly cash dividend of $0.08 per share will be paid on October 18, 2013 to stockholders of record on October 4.

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.

Fiscal Year 2013

The balance of 2013 guidance will be presented on a Continuing Operations -"As Adjusted" basis. Management continues to see strong and sustainable growth across the Filtration businesses; Test is on track to meet its earlier commitments; and Doble is expecting slightly lower revenues while generally maintaining its profit plan.  

With Aclara presented as Discontinued Operations, Management expects 2013 EPS from Continuing Operations - "As Adjusted" in the range of $1.35 to $1.45 per share.

Conference Call

The Company will host a conference call today, August 8, at 4 p.m. Central Time, to discuss the Company's third quarter 2013 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 1-888-843-7419 and enter the pass code 35116902).

Forward-Looking Statements

Statements in this press release regarding the outcome, results, benefits and timing of the Aclara divestiture process, repayment of the Company's debt, the amount and timing of the Company's expected 2013 and beyond revenues, growth, margins, tax rates, 2013 EPS - "As Adjusted" and EPS from Continuing Operations - "As Adjusted", EPS, EBIT, sales, orders, earnings, the costs, benefits and timing of the profit improvement initiatives and restructuring activities previously announced, the Company's ability to increase shareholder value, the success of acquisition efforts, the likelihood of further restructuring activities, the success of new products, the size, number and timing of growth opportunities in the future, 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, 2012; and the following: the price and terms of offers submitted by potential buyers of Aclara; the Company's ability to negotiate acceptable terms and conditions of sale with respect to potential buyers of Aclara; the ability of potential buyers of Aclara to obtain necessary financing; necessary third parties', including the U.S. Government's, approval of the sale of Aclara to the selected buyer; the success of the Company's competitors; 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; delivery delays or defaults by customers; the performance of the Company's international operations; material changes in the costs and availability of certain raw materials; termination for convenience of customer contracts; timing and content of future contract awards and customer orders; containment of engineering and development costs; 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; costs relating to environmental matters arising from current or former facilities; uncertainty regarding the ultimate resolution of current disputes, claims, litigation or arbitration; the Company's successful execution of profit improvement initiatives and restructuring activities; and the Company's ability to successfully integrate newly-acquired businesses.

Non-GAAP Financial Measures

The financial measures EBIT, EBIT margin, EPS - "As Adjusted" and EPS - from Continuing Operations "As Adjusted" are presented in this press release. The Company defines EBIT as earnings before interest and taxes from continuing operations, EBIT margin as a percent of net sales, EPS - "As Adjusted" and EPS - from Continuing Operations "As Adjusted" as GAAP EPS less the Test segment restructuring charges (representing $0.01 per share during the third quarter of 2013), and the restructuring charges related to the Doble-Lemke facility closure (representing $0.08 per share during the third quarter of 2013). EBIT, EBIT margin, EPS - "As Adjusted" and EPS - from Continuing Operations "As Adjusted" are not recognized in accordance with U.S. generally accepted accounting principles (GAAP). However, Management believes that EBIT and EBIT margin are useful in assessing the operational profitability of the Company's business segments because they exclude interest and taxes, 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, EBIT margin, EPS - "As Adjusted" and EPS - from Continuing Operations "As Adjusted" 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, 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.
   
   

SOURCE ESCO Technologies Inc.
Kate Lowrey, Director, Investor Relations, ESCO Technologies Inc., (314) 213-7277