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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the three months ended January 31, 2004 Commission file number 0-13880
ENGINEERED SUPPORT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Missouri 43-1313242
(State of Incorporation) (IRS Employer Identification Number)
201 Evans Lane, St. Louis, Missouri 63121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (314) 553-4000
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the Registrant is an accelerated filer
(as defined by Rule 12b-2 of the Exchange Act). Yes X No
--- ---
The number of shares of the Registrant's common stock, $.01 par
value, outstanding at February 29, 2004 was 25,898,018.
1
ENGINEERED SUPPORT SYSTEMS, INC.
INDEX
Page
----
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of January 31, 2004 and
October 31, 2003.......................................................... 3
Condensed Consolidated Statements of Income for the three
months ended January 31, 2004 and 2003.................................... 4
Condensed Consolidated Statements of Cash Flows for the three
months ended January 31, 2004 and 2003.................................... 5
Notes to Condensed Consolidated Financial Statements...................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................................... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......... 17
Item 4. Controls and Procedures............................................. 17
Part II - Other Information
Items 1-6 ................................................................... 18
Signatures ........................................................................ 19
Exhibits........................................................................... 20
2
ENGINEERED SUPPORT SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
January 31 October 31
2004 2003
----------- ----------
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 2,276 $ 2,880
Accounts receivable 106,116 90,805
Contracts in process and inventories 64,284 50,959
Deferred income taxes 5,939 5,939
Other current assets 13,418 4,668
---------- ----------
Total Current Assets 192,033 155,251
Property, plant and equipment, less accumulated
depreciation of $29,885 and $28,800 51,444 50,366
Goodwill 201,444 191,332
Deferred income taxes 3,764 2,942
Other assets 21,671 22,352
---------- ----------
Total Assets $ 470,356 $ 422,243
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable $ 79,600 $ 73,100
Current maturities of long-term debt 311 90
Accounts payable 57,712 48,609
Other current liabilities 40,502 63,565
---------- ----------
Total Current Liabilities 178,125 185,364
Long-term debt 954
Additional minimum pension liability 25,751 25,751
Other liabilities 13,783 13,961
Shareholders' Equity
Common stock, par value $.01 per share; 30,000
shares authorized; 25,926 and 25,263 shares issued 259 253
Additional paid-in capital 125,868 106,512
Retained earnings 143,041 127,753
Accumulated other comprehensive loss (16,205) (16,142)
---------- ----------
252,963 218,376
Less treasury stock at cost, 31 and 561 shares 1,220 21,209
---------- ----------
251,743 197,167
---------- ----------
Total Liabilities and Shareholders' Equity $ 470,356 $ 422,243
========== ==========
See notes to condensed consolidated financial statements.
3
ENGINEERED SUPPORT SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(UNAUDITED)
Three Months Ended
January 31
---------------------------
2004 2003
---------- ----------
Net revenues:
Products $ 124,976 $ 111,947
Services 70,154 9,716
---------- ----------
195,130 121,663
---------- ----------
Cost of revenues
Products 87,230 86,679
Services 61,629 7,838
---------- ----------
148,859 94,517
Gross profit 46,271 27,146
Selling, general and administrative expense 19,997 12,907
Restructuring Expense 27
---------- ----------
Operating income from continuing operations 26,247 14,239
Interest expense (698) (456)
Interest income 54 49
Gain (loss) on sale of assets (4) 6
---------- ----------
Income from continuing operations 25,599 13,838
Income tax provision 9,856 5,397
---------- ----------
Net income from continuing operations 15,743 8,441
Income from discontinued operations,
net of income tax 137
---------- ----------
Net income $ 15,743 $ 8,578
========== ==========
Basic earnings per share:
Continuing operations $ 0.63 $ 0.35
Discontinued operations 0.01
---------- ----------
Total $ 0.63 $ 0.36
========== ==========
Diluted earnings per share:
Continuing operations $ 0.57 $ 0.33
Discontinued operations 0.01
---------- ----------
Total $ 0.57 $ 0.34
========== ==========
See notes to condensed consolidated financial statements.
4
ENGINEERED SUPPORT SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
Three Months Ended
January 31
----------------------------
2004 2003
---------- ----------
From operating activities:
Net income from continuing operations $ 15,743 $ 8,441
Depreciation and amortization 2,269 2,177
(Gain) loss on sale of assets 4 (6)
---------- ----------
Cash provided before changes in operating
assets and liabilities 18,016 10,612
Net increase in non-cash current assets (37,197) (4,655)
Net increase (decrease) in non-cash current liabilities (5,900) 4,371
Decrease in other assets 2,672 1,913
---------- ----------
Net cash provided (used in) by continuing operations (22,409) 12,241
Net cash provided by discontinued operations 525
---------- ----------
Net cash provided by (used in) operating activities (22,409) 12,766
---------- ----------
From investing activities:
Purchase of TAMSCO, net of cash acquired (7,436)
Purchase of Pivotal, net of cash acquired (9,967)
Purchase of UPSI, net of cash acquired (2,026)
Additions to property, plant and equipment (1,578) (2,831)
Proceeds from sale of property, plant and equipment 127 10
---------- ----------
Net cash used in continuing operations (20,880) (2,821)
Net cash used in discontinued operations
---------- ----------
Net cash used in investing activities (20,880) (2,821)
---------- ----------
From financing activities:
Net borrowings (payments) under line-of-credit agreement 6,500 (13,000)
Payments of long-term debt (24) (5,250)
Proceeds of long-term debt 346
Purchase of treasury stock (266)
Exercise of stock options 36,379 5,137
Cash dividends (453) (288)
---------- ----------
Net cash provided by (used in) continuing operations 42,748 (13,667)
Net cash used in discontinued operations
---------- ----------
Net cash provided by (used in) financing activities 42,748 (13,667)
---------- ----------
Effect of exchange rate changes on cash (63)
---------- ----------
Net decrease in cash and cash equivalents (604) (3,722)
Cash and cash equivalents at beginning of period 2,880 4,793
---------- ----------
Cash and cash equivalents at end of period $ 2,276 $ 1,071
========== ==========
See notes to condensed consolidated financial statements.
5
ENGINEERED SUPPORT SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except per share amounts)
JANUARY 31, 2004
NOTE A - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have
been prepared by Engineered Support Systems, Inc. (the Company) without
audit and include the accounts of the Company and its wholly-owned
subsidiaries. These subsidiaries are organized within the Company's two
business segments: Support Systems and Support Services. The Support Systems
segment includes the operations of Systems & Electronics Inc. (SEI), Keco
Industries, Inc. (Keco), Engineered Air Systems, Inc. (Engineered Air),
Engineered Coil Company, d/b/a Marlo Coil (Marlo Coil), Engineered Electric
Company d/b/a Fermont (Fermont), Universal Power Systems, Inc. (UPSI),
Engineered Environments, Inc. (EEI), and Pivotal Power Inc. (Pivotal Power).
The Support Services segment includes the operations of Technical and
Management Services Corporation (TAMSCO), Radian, Inc. (Radian) and
ESSIbuy.com, Inc. (ESSIbuy). In the opinion of management, all adjustments
(including normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month
period ended January 31, 2004 are not necessarily indicative of the results
to be expected for the entire fiscal year.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial statements and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report to shareholders
for the year ended October 31, 2003.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2003, the FASB issued SFAS No. 132 (revised 2003),
"Employers' Disclosures about Pensions and Other Postretirement Benefits, an
amendment of FASB Statements No. 87, 88 and 106, and a revision of FASB
Statement No. 132" (FAS 132 (revised 2003)). This Statement revises
employers' disclosures about pension plans and other postretirement benefit
plans. It does not change the measurement or recognition of those plans
required by FASB Statements No. 87, "Employers' Accounting for Pensions,"
No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits" and No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The new rules
require additional disclosures about the assets, obligations, cash flows and
net periodic benefit cost of defined benefit pension plans and other
postretirement benefit plans. The required information will be provided
separately for pension plans and for other postretirement benefit plans.
This includes expanded disclosure on an interim basis as well. The new
disclosures are required for periods ending after December 15, 2003 and thus
will be implemented by the Company during the quarter ending April 30, 2004.
In December 2003, the FASB issued a revision to Interpretation 46
(FIN 46R) to clarify some of the provisions of FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities," and to exempt certain
entities from its requirements. The adoption of FIN 46R will not have a
material impact on the Company's financial statements as it does not
maintain any of the interests governed by this pronouncement.
In December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the Act) became law in the U.S. The act
introduces a prescription drug benefit under Medicare, as well as a federal
subsidy to sponsors of retiree health care benefit plans that provide
retiree benefits in certain circumstances. It is not yet clear what impact,
if any, the new legislation will have on the Company's postretirement health
care plans. The accumulated postretirement benefit obligation (APBO)
reflected in the other liabilities section of the accompanying consolidated
balance sheet, and the net periodic postretirement benefit cost (NPPBC)
reflected in the accompanying consolidated statement of earnings do not
reflect the effects, if any, of the Act. Specific authoritative guidance
from the FASB on the proper accounting for any such effect is pending and
may require in the future that the Company change APBO and NPPBC amounts
disclosed herein.
NOTE B - EARNINGS PER SHARE
Average diluted common shares outstanding include common stock
equivalents, which represent common stock options as computed based on the
treasury stock method. Average basic and diluted common shares outstanding
have been restated to reflect a three-for-two stock split effected by the
Company on October 31, 2003 in the form of a stock dividend.
Basic earnings per share for the three months ended January 31,
2004 and 2003 is based on average basic common shares outstanding of 25,066
and 23,873, respectively. Diluted earnings per share for the three months
ended January 31, 2004 and 2003 is based on average diluted common shares
outstanding of 27,552 and 25,268, respectively.
NOTE C - STOCK-BASED COMPENSATION
The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for all stock option plans. Accordingly, no compensation expense
has been recognized for stock option awards. The following table illustrates
the effect on net income from continuing operations and earnings per share
had the Company applied the fair value recognition provisions of Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation," to stock option awards.
6
Three Months Ended
January 31
-------------------------
2004 2003
-------- -------
Reported net income from continuing operations $ 15,743 $ 8,441
Total stock-based employee compensation expense
determined under the fair value method for all stock
option awards, net of income tax 49 5
-------- -------
Pro forma net income from continuing operations $ 15,694 $ 8,436
======== =======
Earnings per share from continuing operations:
Basic - as reported $ 0.63 $ 0.35
======== =======
Basic - pro forma $ 0.63 $ 0.35
======== =======
Diluted - as reported $ 0.57 $ 0.33
======== =======
Diluted - pro forma $ 0.57 $ 0.33
======== =======
Historically, options granted have been fully vested at grant date.
The fair value of options at the grant date was estimated using the
Black-Scholes model with the following weighted average assumptions for the
three months ended January 31, 2004 and 2003: an expected life of 1.5 years,
volatility of 36% and 51%, a dividend yield of 0.12% and 0.16% and a
risk-free interest rate of 3.25% and 3.74%, respectively. The weighted
average fair value of options granted in the three months ended January 31,
2004 and 2003 was $7.55 and $5.11, respectively.
NOTE D - ACQUISITIONS
On May 1, 2003, the Company acquired all of the outstanding common
stock of TAMSCO, a provider of information technology logistics and
digitization services and a designer and integrator of telecommunication
systems primarily for the U.S. Department of Defense (DoD). The purchase
price was approximately $71.1 million, which is net of $0.1 million of cash
acquired. Approximately $1.1 million of the purchase price has not yet been
paid subject to final collection of accounts receivable. This allocation is
preliminary and subject to final valuation and adjustment. In connection
with this transaction, the Company also assumed and paid $14.9 million of
TAMSCO indebtedness. The purchase of TAMSCO, net of cash acquired, totals
$84.9 million, which represents the $71.1 million purchase price plus
assumed indebtedness of $14.9 million and less $1.1 million of purchase
price not yet paid. ($84.9 million of purchase price paid through January 31,
2004 represents $77.4 million paid during the Company's year ended October
31, 2003 plus an additional $7.5 million, related to tax adjustments and
accounts receivable collection, paid during the quarter ended January 31,
2004). The fair value of assets acquired, including goodwill of $65.6
million, was $103.9 million and liabilities assumed totaled $32.8 million.
The following unaudited pro forma summary presents the combined
historical results of operations for the three month period ended January
31, 2003 as adjusted to reflect the TAMSCO purchase transaction assuming the
acquisition had occurred at November 1, 2002. These pro forma results are
not necessarily indicative of the combined results that would have occurred
had the acquisition actually taken place on November 1, 2002, nor are they
necessarily indicative of the combined results that may occur in the future.
7
Net revenues $160,524
========
Net income from continuing operations $ 10,688
========
Basic earnings per share from continuing
operations $ 0.45
========
Diluted earnings per share from continuing
operations $ 0.42
========
On December 5, 2003, the Company acquired all of the outstanding
stock of Pivotal Power, a supplier of high-performance static power
conversion equipment primarily to military customers. The purchase price was
approximately $10.0 million, net of cash acquired. The purchase price was
financed with short-term borrowings under the Company's revolving credit
facility. The fair value of assets acquired, including goodwill of $5.9
million, was $11.5 million and liabilities assumed totaled $1.5 million.
This allocation is preliminary and subject to final valuation and
adjustment.
On September 24, 2003, the Company acquired all of the outstanding
common stock of EEI, a designer and manufacturer of specialized
environmental control units and heat transfer systems for defense and
industrial markets. The purchase price was approximately $15.5 million. The
purchase price was financed with short-term borrowings under the Company's
revolving credit facility. The purchase of EEI, net of cash acquired,
totaled $16.6 million, which represents the $15.5 million purchase price
plus assumed indebtedness of $1.1 million. The fair value of assets
acquired, including goodwill of $11.9 million, was $19.8 million and
liabilities assumed totaled $4.3 million. This allocation is preliminary and
subject to final valuation and adjustment.
On June 27, 2002, the Company acquired all of the outstanding
common stock of UPSI, a provider of uninterruptible power supply systems for
the DoD, intelligence agencies and commercial customers. The purchase price
was approximately $5.5 million plus certain contingent cash consideration
based upon UPSI's net revenue levels through two measurement dates, December
31, 2002 and October 31, 2003. Based upon UPSI's net revenue through the
December 31, 2002 measurement date, $5.0 million of cash considation was
added to purchase price and paid during the year ended October 31, 2003.
Based upon UPSI's net revenue through the October 31, 2003 measurement date,
$2.0 million of cash consideration was added to purchase price and paid in
December 2003 and accrued as of October 31, 2003. The fair value of the
assets acquired, including goodwill of $12.5 million, was $13.6 million and
liabilities assumed totaled $1.1 million. The purchase price was financed
with short-term borrowings under the Company's revolving credit facility.
TAMSCO is included in the Support Services segment. Pivotal Power
and EEI are included in the Support Systems segment. The operating results
of each are included in consolidated operations since their respective dates
of acquisition.
8
NOTE E - OTHER COMPREHENSIVE INCOME (LOSS)
The Company's other comprehensive income (loss) for the three
months ended January 31, 2004 and 2003 was $(63) and $177, respectively. The
components of other comprehensive income (loss) include a minimum pension
liability adjustment, a currency translation adjustment and an adjustment to
the fair value of derivatives.
NOTE F - GOODWILL AND INTANGIBLE ASSETS
The following disclosure presents certain information on the
Company's acquired intangible assets as of January 31, 2004 and October 31,
2003. All acquired intangible assets are being amortized over their
estimated useful lives with no estimated residual values. These amounts are
included in Other Assets in the Condensed Consolidated Balance Sheets.
Weighted Average
Amortization Gross Accumulated Net
Period Amount Amortization Amount
---------------- ------- ------------ ------
Customer-related intangibles:
January 31, 2004 5.4 years $15,300 $4,961 $10,339
October 31, 2003 5.4 years 15,300 4,251 11,049
The amortization expense related to acquired intangible assets was
$710 for the three months ended January 31, 2004. Related estimated
amortization expense is $2,831 annually through the year ended October 31,
2006, and $2,556 for the year ended October 31, 2007. Amortization expense
related to acquired intangible assets totaled $710 for the three months
ended January 31, 2003.
NOTE G - OPERATIONAL RESTRUCTURING
During the quarter ended April 30, 2003, the Company announced a
restructuring plan under which the electronics assembly work currently
performed at the Company's Sanford, Florida facility of its SEI subsidiary
will be relocated to alternate SEI facilities. Statement of Financial
Accounting Standards No. 146 (SFAS 146), "Accounting for Costs Associated
with Exit or Disposal Activities", applies to all disposal activities
initiated after December 31, 2002 and prospectively nullifies EITF 94-3.
SFAS 146 requires that a liability for employee termination costs associated
with an exit or disposal activity be recognized when the liability is
incurred. (EITF 94-3 had previously required that a liability for such costs
be recognized at the date of the Company's commitment to an exit or disposal
plan). The Company recorded expense related to this plan of $2.1 million
during the year ended October 31, 2003, consisting of $1.2 million for
severance and related benefits and $0.9 million for non-cash costs. The
Company anticipates that it will record no additional restructuring expense
related to this plan for periods ending after January 31, 2004. The plan
involved termination of 106 employees.
During the three months ended January 31, 2004, the Company
recorded the following costs in connection with this restructuring plan.
9
Accrued at Accrued
October 31, at Jan. 31,
2003 Expensed Utilized 2004
----------- -------- -------- -----------
Severance and related benefits $983 $27 $541 $469
==== === ==== ====
NOTE H - DISCONTINUED OPERATIONS
During the second quarter of 2002, the Company formally adopted a
plan to dispose of Engineered Specialty Plastics, Inc. (ESP), a wholly-owned
subsidiary representing the entirety of the Plastic Products business
segment. The Company completed the sale of ESP in the quarter ended April
30, 2003 to a private equity group. Consideration received by the Company
included $4.1 million of cash, a $3.3 million two-year note from the buyers
secured by the real property of ESP, and contingent consideration based upon
ESP's future revenues, net of a $0.8 million working capital adjustment paid
by the Company. In conjunction with the intended disposition of ESP, the
Company had previously recorded an estimated loss on disposal of
discontinued operations of $4.2 million during the year ended October 31,
2002 to reduce the carrying value of ESP's net assets to their estimated
fair value less estimated selling costs. The completion of the sale resulted
in an additional $0.2 million loss on disposal during the year ended October
31, 2003. The Company has reported the results of operations of ESP as
discontinued operations for the three months ended January 31, 2003 in the
Condensed Consolidated Statements of Income.
Certain information with respect to the discontinued operations of
ESP for the three month period ended January 31, 2003 is as follows:
Net revenues $5,125
======
Income (loss) from operations, net of
income tax $ 137
------
Income (loss) on discontinued operations,
net of income tax $ 137
======
NOTE I - NOTES PAYABLE
Effective April 23, 2003, the Company retired all borrowings under
its existing credit facility and entered into a new bank agreement which
provided a $125 million unsecured, revolving credit facility. Borrowings
under the new agreement, which expires April 23, 2007, are subject to
interest, at the Company's option, at either the Eurodollar rate plus an
applicable margin or at the prime rate plus an applicable margin. The margin
applicable to the Eurodollar rate varies from 0.875% to 1.625% and the
margin applicable to the prime rate varies from 0.0% to 0.25% depending upon
the Company's ratio of total indebtedness to earnings before
10
interest, taxes, depreciation and amortization (leverage ratio). As of
January 31, 2004, the Company had borrowings of $79.6 against the new
revolving credit facility.
NOTE J - CONTRACTS IN PROCESS AND INVENTORIES
Contracts in process and inventories of certain of the Company's
operating subsidiaries (SEI, Engineered Air, Keco, Fermont, Radian, TAMSCO
and Pivotal Power) represent accumulated contract costs, estimated earnings
thereon based upon the percentage of completion method and contract
inventories reduced by the contract value of delivered items. Inventories of
Marlo Coil, UPSI and EEI are valued at the lower of cost or market using the
first-in, first-out method. Contracts in process and inventories are
comprised of the following:
January 31, 2004 October 31, 2003
---------------- ----------------
Raw materials $ 2,933 $ 2,669
Work-in-process 3,334 2,332
Finished goods 502 185
Inventories substantially applicable to
government contracts in process, less
progress payments of $69,920 and
$55,010 57,515 45,773
------- -------
$64,284 $50,959
======= =======
NOTE K - SEGMENT INFORMATION
The Company operates in two business segments: Support Systems and
Support Services. The Support Systems segment designs, engineers and
manufactures integrated military electronics and other military support
equipment primarily for the DoD, as well as related heat transfer and air
handling equipment for domestic commercial and industrial users, and
material handling equipment primarily for the U.S. Postal Service. Segment
products include environmental control systems, load management and
transport systems, power generation, distribution and conditioning systems,
airborne radar systems, reconnaissance, surveillance and target acquisition
systems, chemical and biological protection systems, petroleum and water
distribution systems and other multipurpose military support equipment. The
Support Services group provides engineering services, logistics and training
services, advanced technology services, asset protection systems and
services, telecommunication systems integration and information technology
services primarily for the DoD. The Support Services segment also provides
certain power generation and distribution equipment to the DoD.
The Company previously defined its business segments as Light
Military Support Equipment, Heavy Military Support Equipment and Electronics
and Automation Systems. With the Company's entry into the services area
through the acquisitions of Radian on May 10,
11
2002 and TAMSCO on May 1, 2003, the growth of the Company's logistics
support capabilities and the continuing rationalization of its operations,
the Company has reorganized into the Support Systems and Support Services
segments from the previous three segments. The new reporting structure
reflects how the Company manages operations, reports results and allocates
resources.
Total assets at January 31, 2004, by segment were $256,590 for
Support Systems and $211,302 for Support Services. Goodwill by segment as of
January 31, 2004 totaled $104,098 for Support Systems and $97,346 for
Support Services.
Three Months Ended
January 31
------------------------
2004 2003
---- ----
Net Revenues:
Support Systems $111,794 $ 96,750
Support Services 89,142 25,482
Intersegment Revenues (5,806) (569)
-------- --------
Total $195,130 $121,663
======== ========
Operating Income from Continuing Operations:
Support Systems $ 18,982 $ 12,098
Support Services 7,265 2,141
-------- --------
26,247 14,239
Interest expense, net (644) (407)
Gain (loss) on sale of assets (4) 6
-------- --------
Income from continuing operations
before income taxes $ 25,599 $ 13,838
======== ========
NOTE L - SHAREHOLDERS' EQUITY
The following summary presents a reconciliation of total shareholders' equity
from October 31, 2003 to January 31, 2004:
Balance at October 31, 2003 $197,167
Comprehensive income:
Net income 15,743
Currency translation adjustments (63)
--------
Total comprehensive income 15,680
--------
Cash dividends (453)
Exercise of stock options 36,379
Issuance of common stock 1,279
Issuance of treasury stock 1,692
--------
Balance at January 31, 2004 $251,743
========
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
CRITICAL ACCOUNTING POLICIES
Refer to Management's Discussion and Analysis of Financial
Condition and Results of Operations that is incorporated by reference from
the Company's 2003 Annual Report to Shareholders into the Company's Annual
Report on Form 10-K for the period ended October 31, 2003 for a discussion
of the critical accounting policies which we believe are most difficult,
subjective or complex.
The following analysis should be read in this context.
RESULTS OF OPERATIONS
Consolidated net revenues from continuing operations increased
$73.4 million, or 60.4%, to $195.1 million in the first quarter of 2004
compared to $121.7 million in the first quarter of 2003. The increase was
primarily due to the inclusion of the results of the Company's most recent
acquisitions combined with solid organic revenue growth. Technical and
Management Services Corporation (TAMSCO), Engineered Environments, Inc.
(EEI) and Pivotal Power Inc. (Pivotal Power), each acquired within the past
nine months, generated net revenues of $55.2 million, $4.4 million and $1.1
million, respectively, during the first quarter of 2004. All other operating
subsidiaries contributed a combined 10.4% increase in net revenues during
the quarter. Gross profit from continuing operations for the three months
ended January 31, 2004 increased $19.2 million, or 70.8%, to $46.3 million
(23.7% of consolidated net revenues) from $27.1 million (22.3% of
consolidated net revenues) in the comparable 2003 period. Contributions from
the above recent acquisitions, coupled with higher revenues and overall
improved gross margins at existing business units drove the increase in
gross profit. Selling, general and administrative expense from continuing
operations increased $7.1 million, or 55.0%, in the first quarter of 2004 to
$20.0 million (10.3% of consolidated net revenues) from $12.9 million (10.6%
of consolidated net revenues) in the first quarter of 2003. As a result of
the above, operating income from continuing operations increased $12.0
million, or 84.5%, in the quarter ended January 31, 2004 to $26.2 million
from $14.2 million in the first quarter of 2003.
SUPPORT SYSTEMS. Net revenues in the first quarter of 2004 for the
Support Systems segment totaled $111.8 million compared to $96.8 million
(prior to the elimination of intersegment revenues in each period) for the
same period in the prior year, a 15.5% increase. The improved results
reflect the inclusion of a combined $5.5 million in net revenues from EEi
and Pivotal Power during the first quarter and overall higher revenues at
existing business units. Net organic revenue growth for the Support Systems
segment during the first quarter totaled $9.5 million, an increase of 9.8%.
The programs with the largest revenue gains during the quarter include the
Field Deployable Environmental Control Unit (FDECU), which is deployed
extensively in worldwide U.S. military operations, and the Manportable
Surveillance and Target Acquisition Radar (MSTAR), which is serving a wide
range of defense applications including base perimeter security.
Comparatively lower production requirements on certain
13
long-term defense programs during the quarter, including the M1000 Heavy
Equipment Transporter and the Knight Target Acquisition system, partially
offset these increases for the period. Gross profit for the segment
increased by $10.0 million or 45.2% in the three months ended January 31,
2004 to $32.1 million (28.7% of segment revenues) from $22.1 million (22.8%
of segment revenues). Quarterly operating income for the segment climbed to
$19.0 million (17.0% of segment revenues) compared to $12.1 million (12.5%
of segment revenues) last year. Incremental gross profit contributions, cost
savings realized under the Company's facility rationalization initiatives
and the absorption of corporate overhead costs by the Support Services
business segment led to the improved results for the Support Systems
segment.
SUPPORT SERVICES. Net revenues of the Support Services segment
climbed to $89.1 million, an increase of $63.6 million or 249.4%, compared
to $25.5 million (prior to the elimination of intersegment revenues in each
period) for the first quarter of 2003, principally due the inclusion of
results from TAMSCO ($55.2 million in revenues) and incremental revenues
generated by Radian for the period. TAMSCO's revenues came in above the
level previously forecast by the Company primarily due to additional
activity under the eight-year, $2.9 billion ceiling Rapid Response (R2)
contract. Excluding the impact of TAMSCO, Support Services revenues grew
33.0% organically during the first quarter. Radian has continued to post
solid revenue growth due to increasing customer demand for its Deployable
Power Generation and Distribution System (DPGDS) and additional work in the
asset protection area. Gross profit for the segment increased by $9.2
million or 184.0% in the three months ended January 31, 2004 to $14.2
million (15.9% of segment revenues) from $5.0 million (19.0% of segment
revenues). Task orders awarded under the R2 contract for goods and services
typically carry a lower fee, or mark-up, than those projects that contain a
high level of labor content. Segment operating income for the first quarter
of 2004 totaled $7.3 million (8.2% of segment revenues) compared to $2.1
million (8.2% of segment revenues) in the same period last year, an increase
of 247.6%.
Net interest expense increased by $0.2 million to $0.6 million in
the first quarter of 2004. This increase was a result of higher outstanding
borrowings. The effective income tax rate was 38.5% and 39.0% for the three
month period ended January 31, 2004 and 2003, respectively. As a result of
the foregoing, net income from continuing operations increased 86.9% to
$15.7 million (8.0% of consolidated net revenues) in the quarter ended
January 31, 2004 as compared to $8.4 million (6.9% of consolidated net
revenues) in the first quarter of 2003.
During the second quarter of 2002, the Company formally adopted a
plan to dispose of ESP. The Company completed the sale of ESP in the quarter
ended April 30, 2003 to a private equity group. In conjunction with this
plan, the Company has recorded an estimated loss, net of income tax, of $4.2
million during the year ended October 31, 2002. The completion of the sale
resulted in an additional $0.2 million loss on disposal during the year
ended October 31, 2003.
Based on first quarter results, existing backlog and anticipated
orders, the Company anticipates that 2004 revenues will approximate $780
million, and that earnings per share will approximate between $2.50 and
$2.55.
14
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2003, the FASB issued SFAS No. 132 (revised 2003),
"Employers' Disclosures about Pensions and Other Postretirement Benefits, an
amendment of FASB Statements No. 87, 88 and 106, and a revision of FASB
Statement No. 132" (FAS 132 (revised 2003)). This Statement revises
employers' disclosures about pension plans and other postretirement benefit
plans. It does not change the measurement or recognition of those plans
required by FASB Statements No. 87, "Employers' Accounting for Pensions,"
No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits" and No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The new rules
require additional disclosures about the assets, obligations, cash flows and
net periodic benefit cost of defined benefit pension plans and other
postretirement benefit plans. The required information will be provided
separately for pension plans and for other postretirement benefit plans.
This includes expanded disclosure on an interim basis as well. The new
disclosures are required for periods ending after December 15, 2003 and thus
will be implemented by the Company during the quarter ending April 30, 2004.
In December 2003, the FASB issued a revision to Interpretation 46
(FIN 46R) to clarify some of the provisions of FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities," and to exempt certain
entities from its requirements. The adoption of FIN 46R will not have a
material impact on the Company's financial statements as it does not
maintain any of the interests governed by this pronouncement.
In December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the Act) became law in the U.S. The act
introduces a prescription drug benefit under Medicare, as well as a federal
subsidy to sponsors of retiree health care benefit plans that provide
retiree benefits in certain circumstances. It is not yet clear what impact,
if any, the new legislation will have on the Company's postretirement health
care plans. The accumulated postretirement benefit obligation (APBO)
reflected in the other liabilities section of the accompanying consolidated
balance sheet, and the net periodic postretirement benefit cost (NPPBC)
reflected in the accompanying consolidated statement of earnings do not
reflect the effects, if any, of the Act. Specific authoritative guidance
from the FASB on the proper accounting for any such effect is pending and
may require in the future that the Company change APBO and NPPBC amounts
disclosed herein.
LIQUIDITY AND CAPITAL RESOURCES
On April 16, 2003, the Company completed the sale of ESP to a
private equity group. Consideration received by the Company included $4.1
million of cash, a $3.3 million two-year note from the buyers secured by the
real property of ESP, and contingent consideration based upon ESP's future
revenues, net of a $0.8 million working capital adjustment paid by the
Company.
Effective April 23, 2003, the Company retired all borrowings under
its existing credit facility and entered into a new bank agreement which
provided a $125 million unsecured, revolving credit facility. Borrowings
under the new agreement, which expires April 23, 2007, are subject to
interest, at the Company's option, at either the Eurodollar rate plus an
applicable margin or at the prime rate plus an applicable margin. The margin
applicable to the Eurodollar rate varies from 0.875% to 1.625% and the
margin applicable to the prime rate varies from 0.0% to 0.25% depending upon
the Company's ratio of total indebtedness to earnings before interest,
taxes, depreciation and amortization (leverage ratio). As of January 31,
2004, the Company had borrowings of $79.6 million against the new revolving
credit facility and a cash balance of $2.3 million.
Effective December 5, 2003, the Company acquired all of the
outstanding stock of Pivotal Power, Inc. (Pivotal Power), a supplier of high
performance static power conversion equipment primarily to military
customers. The purchase price of Pivotal Power, net of cash acquired,
required $10.0 million in cash during the quarter, which the Company financed
with short-term borrowings under its revolving credit facility.
At January 31, 2004, the Company's working capital and ratio of
current assets to current liabilities were $13.9 million and 1.08 to 1 as
compared with $(30.1) million and 0.84 to 1 at October 31, 2003. The Company
used cash from continuing operations of $22.4 million in the three months
ended January 31, 2004 as compared to generating $12.2 million of cash flow
from continuing operations in the first three months of 2003. This decrease
in operating cash flows was a result of a significant growth in accounts
receivable and contract inventories relating to the Company's increasing
revenue base and to the contractual requirements of certain programs.
Investment in property, plant and equipment totaled $1.6 million and $2.8
million for the first three months of 2004 and 2003, respectively.
15
The Company anticipates that capital expenditures in 2004 should not exceed
$7.5 million. Management believes that cash flow generated from operations,
together with the available line of credit, will provide the necessary
resources to meet the needs of the Company in the foreseeable future.
There have been no material changes in the total contractual and
contingent obligations included in the Company's annual report to
shareholders for the year ended October 31, 2003.
BUSINESS AND MARKET CONSIDERATIONS
Approximately 97% of consolidated net revenues from continuing
operations for the three months ended January 31, 2004 were directly or
indirectly derived from defense orders by the U.S. government and its
agencies. As of January 31, 2004, the Company's funded backlog of orders
totaled $632.8 million, with related customer options of an additional
$905.1 million. These amounts compare to funded backlog of $533.4 million
and related customer options of an additional $922.7 million as of October
31, 2003.
Management continues to pursue potential acquisitions, primarily of
those companies providing strategic consolidation within the defense
industry.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this report includes certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered by the
safe harbors created thereby. The forward-looking statements involve certain
risks and uncertainties, including, but not limited to acquisitions,
additional financing requirements, the decision of any of the Company's key
customers (including the U.S. government) to reduce or terminate orders with
the Company, cutbacks in defense spending by the U.S. government and
increased competition in the Company's markets, which could cause the
Company's actual results to differ materially from those projected in, or
inferred by, the forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risks relating to the Company's operations result primarily
from changes in interest rates. In order to manage this risk, the Company
periodically converts its variable-rate debt to fixed rates via interest
rate swaps. In November 2002, Company interest rate swaps on $23.6 million
of variable-rate debt, matured. Given outstanding debt levels, significant
cash flows and anticipated expenditures during fiscal years 2003 and 2004,
Company management has not utilized interest rate swaps or other derivative
contracts to hedge this risk since November 2002. Management does not
believe its exposure to interest rate fluctuations has had, or will have, a
significant impact on the Company's operations.
ITEM 4. CONTROLS AND PROCEDURES.
As of January 31, 2004, the Company carried out an evaluation,
under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as defined in Rules 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Based upon the evaluation, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. Disclosure
16
controls and procedures are controls and procedures that are designed to
ensure that information required to be disclosed in Company reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect those controls
subsequent to the date this evaluation was carried out, including any
corrective actions with regard to significant deficiencies and material
weakness.
17
PART II
OTHER INFORMATION
Items 1-5 Not applicable.
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
11. Statement Re: Computation of Earnings Per Share
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) During the quarter ended January 31, 2004, the Company
filed the following reports on Form 8-K:
(1) Form 8-K dated December 11, 2003
regarding release of the Company's financial results
for the three months and year ended October 31, 2003
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENGINEERED SUPPORT SYSTEMS, INC.
Date: March 16, 2004 By: /s/ Gerald E. Daniels
------------------ -------------------------------
Gerald E. Daniels
Vice Chairman and
Chief Executive Officer
Date: March 16, 2004 By: /s/ Gary C. Gerhardt
------------------ -------------------------------
Gary C. Gerhardt
Vice Chairman and Chief
Financial Officer
19