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8-K - ESCO TECHNOLOGIES FORM 8-K - ESCO TECHNOLOGIES INCesco8k3may2016.htm

Exhibit 99.1
 

 
NEWS FROM                     ESCO Logo
 
 
For more information contact:                                                                                                          
Kate Lowrey
Director, Investor Relations
ESCO Technologies Inc.
(314) 213-7277


ESCO ANNOUNCES SECOND QUARTER 2016 RESULTS
Sales Increase 8 Percent; EPS – As Adjusted Increases 33%
 
 
ST. LOUIS, May 3, 2016 – ESCO Technologies Inc. (NYSE: ESE) (ESCO or the Company) today reported its operating results for the second quarter ended March 31, 2016 (Q2 2016).
Management previously announced certain 2016 restructuring actions as described and quantified in the Company’s October 8, 2015 and November 12, 2015 releases. The costs associated with these restructuring actions were excluded from Management’s 2016 quarterly and full year earnings guidance communicated at the start of the year. Management will continue to quantify these costs in its quarterly earnings reports when presenting its operating results on an EPS – As Adjusted basis, which will be reconciled to the respective GAAP equivalents.
By excluding the specific restructuring charges when discussing non-GAAP financial measures, Management believes EPS – As Adjusted is more representative of the Company’s ongoing performance and allows shareholders better visibility into the Company’s underlying operations.
 
EPS Summary
 
Q2 2016 EPS – As Adjusted was $0.40 per share, reflecting a 33 percent increase over Q2 2015 EPS from continuing operations of $0.30 per share.
Management previously provided Q2 2016 guidance in the range of $0.31 to $0.36 per share. Each of the Company’s operating units, with the exception of VACCO (timing of certain product deliveries between Q2 and Q3), exceeded earnings expectations in Q2 2016.
Q2 2016 EPS – As Adjusted excludes after-tax charges of $1.7 million, or $0.07 per share, related to the previously announced exit of Test’s operating facilities in Germany and England and the impact of its domestic headcount reductions, plus Doble’s closure of its Brazil operating office and the elimination of other administrative costs.
Q2 2015 EPS – As Adjusted reflects the impact of Test’s previously described Q4 2015 non-cash charges that were adjusted to reflect $1.0 million, or $0.03 per share of the charges in Q2 2015.
Q2 GAAP EPS was $0.33 per share and $0.29 per share in 2016 and 2015, respectively.
 
Segment Reporting Update
 
To enhance shareholders’ understanding of the Company’s underlying operations, Management has expanded the presentation of its reporting segments to include “Technical Packaging.” The operating results of Plastique and Fremont have been combined with the Company’s Thermoform Engineered Quality LLC (TEQ) operating subsidiary, and are now reported as part of the Technical Packaging reporting segment. TEQ was previously included in the Filtration/Fluid Flow reporting segment.
The Filtration/Fluid Flow reporting segment is now comprised of Crissair, Inc. (Crissair), PTI Technologies Inc. (PTI), and VACCO Industries (VACCO). The RF Shielding and Test (Test) and Utility Solutions Group (USG) reporting segments are unchanged.
The expanded segment presentation has no impact on the Company’s previously reported Consolidated Financial Statements.
 
Q2 Operating Highlights
 
·  
Q2 2016 sales increased $10 million, or 8 percent, to $139 million compared to $129 million in Q2 2015;
·  
Q2 2016 Filtration sales increased $0.3 million (aerospace sales increased, partially offset by VACCO’s sales decrease due to quarterly timing), Technical Packaging sales increased $10 million (Plastique added $5 million in sales for its first two months of operations since the date of acquisition), Test sales decreased $1 million (project timing in the respective quarterly periods), and USG sales increased $2 million (higher software and services revenues);
·  
Q2 gross margin percentages were approximately 37 percent in both periods presented;
·  
Despite the addition of Plastique and Fremont during 2016, SG&A decreased in Q2 2016, resulting from a lower cost structure at Test and Doble, lower operating costs in Filtration, partially offset by higher Corporate spending on professional fees primarily related to M&A activities;
·  
The effective tax rate was 36.8 percent in Q2 2016 compared to 37.6 percent in Q2 2015;
·  
Q2 2016 orders were $130 million and YTD 2016 orders $273 million, which resulted in an ending backlog of $328 million at March 31, 2016; and,
·  
Net debt at March 31, 2016 was $60 million ($39 million of cash and $99 million of borrowings) and includes the impact of the purchases of Plastique and Fremont in 2016.
 
Share Repurchase
 
During Q2 2016, the Company spent $3 million to repurchase approximately 87,000 of its outstanding shares in the open market. The Company’s share repurchase authorization extends through September 30, 2017, and Management expects to continue to opportunistically repurchase its shares under this authorization.
 
2016 Restructuring Actions - Status Update
 
    The 2016 restructuring actions are substantially complete as of March 31, 2016, and the cumulative costs incurred YTD ($5.5 million pretax, $5.2 million after tax, $0.20 per share) are below the original budget. Approximately $2 million of pretax costs are expected to be incurred during Q3 2016.
 
Management continues to expect that these actions, when fully implemented, will result in the Test business EBIT margins increasing into the low-to-mid teens.
 
Chairman’s Commentary – Q2 2016
 
Vic Richey, Chairman and Chief Executive Officer, commented, “We wrapped up Q2 with another solid performance coming from all of our operating segments. Compared to our February expectations, we beat the high end of our adjusted earnings range by $0.04 per share, and beat our cash flow forecast and our orders outlook by several million dollars.
“To provide additional operational insight into the Company following our recent acquisitions, beginning with this release, we are presenting our TEQ, Fremont and Plastique businesses as the Technical Packaging reporting segment. This segment now represents an annualized run rate of approximately $90 million in revenues, delivering above industry-average EBIT margins.
“Our Technical Packaging group now has scale and market leadership positions throughout the highly-engineered technical thermoformed plastics and precision molded pulp fiber packaging markets serving the healthcare, pharmaceutical, personal care, and various specialty end markets. The opportunities to leverage this scale and capitalize on the joint strengths across our respective end markets, customer base, and global footprint have created an exciting growth opportunity for us.
“Our legacy TEQ business continued to outperform earlier expectations driven by the growth in the KAZ program, as well as several new medical and pharma customer wins. Adding Plastique’s nearly $5 million in revenues in Q2, which was consistent with the acquisition plan outlook, bodes well for this segment’s performance over the balance of the year.
“Filtration continues to outperform our expectations primarily driven by the continued upcycle in the global aerospace market, and our solid position on the early stages of deliveries of our new platforms such as the A-350. While VACCO’s Q2 sales were lower than expected due to a few customer related timing items, their year remains on track.
“I’m very pleased with the progress we’ve made on Test’s restructuring actions as we are nearly complete and are ahead of plan and under budget. We are seeing meaningful reductions in the overall cost structure and the operational improvement initiatives we put in place earlier are taking shape quite nicely. The management changes we implemented are making a noticeable impact and are setting up nicely for the balance of the year and beyond.
“Doble continued to make a significant contribution with another strong quarter by delivering a 25 percent EBIT margin as adjusted, despite some softness in hardware deliveries. Our new product, software and solution offerings continue to gain traction, and ENOSERV continued to perform above expectations in Q2 2016. Doble continues to show tangible growth opportunities on both the near-term and long-term horizon.
“In early April, I attended our annual world-wide “Doble Client Conference” in Boston and was very pleased to see yet another year of record attendance, as over 1,500 clients participated in the weeklong event which showcases Doble’s unsurpassed client service offerings to electric utilities worldwide.
“Overall, given the macro headwinds facing most global industrial companies, I’m pleased to see a solid YTD order profile and strong cash flow generation compared to our beginning of the year expectations and normal quarterly seasonality. Our March 31st order backlog and YTD cash flow are well ahead of plan.
 “On the acquisition front, I remain hopeful that we can execute on additional transactions over the balance of the year as we continue to review numerous acquisition candidates. Acquisitions remain a key element to supplement our growth, and we will remain disciplined in our approach to ensure we can generate an attractive return on these investments.
“We continue to have a favorable view of our future and 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 July 19, 2016 to stockholders of record on July 5, 2016.
 
Business Outlook – Fiscal Year 2016
 
As a result of the YTD 2016 operating performance and the addition of Plastique, Management now expects 2016 EPS – As Adjusted to be in the range of $1.95 to $2.02 per share (increased from $1.90 to $2.00), which excludes the 2016 restructuring charges described earlier. The majority of the 2016 restructuring charges were incurred during the first half of the year, negatively impacting GAAP EPS.
Management’s previous expectations related to the quarterly profile and second half weighting of 2016 sales and earnings remain unchanged. The quarterly timing of the YTD 2016 EPS – As Adjusted was slightly better than Management’s original outlook.
Management expects Q3 2016 EPS – As Adjusted to be in the range of $0.40 to $0.45 per share, excluding the Q3 impact of the 2016 restructuring charges.
 
Chairman’s Commentary – Balance of FY 2016
 
Mr. Richey continued, “Driven by the strong results achieved in the first half of 2016, along with the solid contributions from Plastique and Fremont, I remain confident in our outlook for 2016, and our ability to meet our increased EPS goals. Our outlook for the balance of 2016 sets us up nicely for continued growth beyond this year.
“I’m confident that our actions taken to significantly lower our operating cost structure and narrow our focus, provide us with the opportunity to increase our future operating margins and improve our competitive positions across our various end-markets.
“I firmly believe our market leadership positions and the breadth and diversity of our new product offerings, allow us to grow organically at meaningful levels. We continue to see opportunities to supplement this organic growth through accretive acquisitions, and we remain committed to our longer-term growth targets and EPS goals.”
 
Conference Call
 
The Company will host a conference call today, May 3, at 4:00 p.m. Central Time, to discuss the Company’s Q2 2016 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 1-855-859-2056 and enter the pass code 73047115).
 
Forward-Looking Statements
 
Statements in this press release regarding the Company’s expected 2016 and beyond operating results, revenue and sales growth, EBIT, EBIT margins, corporate costs, the timing, benefits, costs and savings associated with the cost reduction activities and restructuring actions, effective tax rates, EPS, EPS – As Adjusted, EPS growth, the Company’s ability to increase operating margins, realize financial goals and increase shareholder value, the success of acquisition efforts, the success of new products and solutions, the size, number and timing of future sales and growth opportunities, 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 them except as may be required by applicable laws or regulations. 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 those described in Item 1A, “Risk Factors”, of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015, and the following: 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; the appropriation and allocation of Government funds; the termination for convenience of Government and other customer contracts; the timing and content of future contract awards or 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; financial exposure in connection with Company guarantees of certain Aclara contracts; the availability of select acquisitions; uncertainty regarding the ultimate resolution of current disputes, claims, litigation or arbitration; and the Company’s successful execution of cost reduction and profit improvement initiatives and restructuring activities.
 
Non-GAAP Financial Measures
 
The financial measures EBIT, EBIT margin, and EPS – 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, and Q2 2016 EPS – As Adjusted as GAAP earnings per share (EPS) excluding the Q2 2016 defined restructuring charges of $0.07 per share.
EBIT, EBIT margin, and EPS – 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, and EPS – 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. A reconciliation of these non-GAAP financial measures to the corresponding GAAP measures is included in the attached tables.
ESCO, headquartered in St. Louis: Manufactures highly-engineered filtration and fluid control products for the aviation, space and process markets worldwide; is the industry leader in RF shielding and EMC test products; provides diagnostic instruments, software and services for the benefit of the electric utility industry and industrial power users; and, produces custom thermoformed packaging, pulp based packaging, and specialty products for medical and commercial markets. Further information regarding ESCO and its subsidiaries is available on the Company’s website at www.escotechnologies.com.

-  tables attached -
 
 
 
 

 
 
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Operations (Unaudited)
 
(Dollars in thousands, except per share amounts)
 
 
 
     
Three Months
Ended
March 31, 2016
     
Three Months
Ended
March 31, 2015
 
                 
 
Net Sales
    $ 138,930         128,941  
 
Cost and Expenses:
                 
 
Cost of sales
    88,118         81,142  
 
Selling, general and administrative expenses
    32,529         32,931  
 
Amortization of intangible assets
    2,895         2,220  
 
Interest expense
    368         213  
 
Other expenses (income), net
    1,405         (354 )
 
Total costs and expenses
    125,315         116,152  
                     
Earnings before income taxes
    13,615         12,789  
Income taxes
    5,005         4,807  
                     
 
Net earnings from continuing operations
    8,610         7,982  
                     
Loss from discontinued operations, net of tax
                 
 
benefit of $201
    0         (372 )
 
Net earnings
  $ 8,610         7,610  
                     
 
Diluted EPS - GAAP
                 
 
Continuing operations
  $ 0.33         0.30  
 
Discontinued operations
    0.00         (0.01 )
 
Net earnings
    0.33         0.29  
                     
 
Diluted EPS - As Adjusted
  $ 0.40  (1)
 
    0.29  
                     
                     
 
Diluted average common shares O/S:
    25,931         26,179  
                     
 
(1)
As Adjusted excludes $1.7 million (or $0.07 per share) of previously announced adjustments for 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, 2016
     
Six Months
Ended
March 31, 2015
 
               
Net Sales
  $ 271,763         249,488  
Cost and Expenses:
                 
Cost of sales
    168,167         152,763  
Selling, general and administrative expenses
    65,820         66,435  
Amortization of intangible assets
    5,589         4,093  
Interest expense
    597         408  
Other expenses (income), net
    5,007         (575 )
Total costs and expenses
    245,180         223,124  
                   
Earnings before income taxes
    26,583         26,364  
Income taxes
    9,144         8,359  
                   
Net earnings from continuing operations
    17,439         18,005  
                   
Loss from discontinued operations, net of tax
                 
benefit of $201
    0         (372 )
Net earnings
  $ 17,439         17,633  
                   
Diluted EPS - GAAP
                 
Continuing operations
  $ 0.67         0.68  
Discontinued operations
    0.00         (0.01 )
Net earnings
    0.67         0.67  
                   
Diluted EPS - As Adjusted
  $ 0.87  (1)
 
    0.67  
                   
                   
Diluted average common shares O/S:
    25,986         26,302  
                   
 
 
(1)
As Adjusted excludes $5.2 million (or $0.20 per share) of previously announced adjustments for 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 2016       Q2 2015             Q2 2016       Q2 2015  
Net  Sales
                                     
 
Filtration
  $ 49,045       48,773             49,045       48,773  
 
Technical Packaging
    19,270       9,655             19,270       9,655  
 
Test
    40,601       42,084             40,601       42,084  
 
USG
    30,014       28,429             30,014       28,429  
 
Totals
  $ 138,930       128,941       0       138,930       128,941  
                                           
EBIT
                                         
 
Filtration
  $ 9,064       10,987               9,064       10,987  
 
Technical Packaging
    2,747       1,064               2,747       1,064  
 
Test
    2,505       2,465       1,201       3,706       2,465  
 
USG
    7,208       4,855       171       7,379       4,855  
 
Corporate
    (7,541 )     (6,369 )     10       (7,531 )     (6,369 )
 
Consolidated EBIT
    13,983       13,002       1,382       15,365       13,002  
 
Less: Interest expense
    (368 )     (213 )             (368 )     (213 )
 
Less: Income tax expense
    (5,005 )     (4,807 )     367       (4,638 )     (4,807 )
 
Net earnings from cont ops
  $ 8,610       7,982       1,749       10,359       7,982  
 
                                         
 
 
Note:
Depreciation and amortization expense was $5.9 million and $4.6 million for the quarters ended March 31, 2016 and 2015, respectively.
 
 
 
                                         
 
(1)
Adjustments consist of $1.7 million (or $0.07 per share) of restructuring charges at ETS & Doble during the second quarter of 2016.
 
 
 
 
 
 
 

 

 
 

 
 
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Condensed Business Segment Information (Unaudited)
 
(Dollars in thousands)
 
 
 
     
GAAP
   
YTD
Q2 2016
Adjustments
(1)
   
As Adjusted
 
     
YTD
   
YTD
         
YTD
   
YTD
 
        Q2 2016       Q2 2015             Q2 2016       Q2 2015  
Net  Sales
                                     
 
Filtration
  $ 91,361       89,657             91,361       89,657  
 
Technical Packaging
    32,491       16,282             32,491       16,282  
 
Test
    83,374       81,505             83,374       81,505  
 
USG
    64,537       62,044             64,537       62,044  
 
Totals
  $ 271,763       249,488       0       271,763       249,488  
                                           
EBIT
                                         
 
Filtration
  $ 17,348       18,337               17,348       18,337  
 
Technical Packaging
    4,560       790               4,560       790  
 
Test
    4,843       5,059       3,713       8,556       5,059  
 
USG
    15,457       14,832       1,494       16,951       14,832  
 
Corporate
    (15,028 )     (12,246 )     303       (14,725 )     (12,246 )
 
Consolidated EBIT
    27,180       26,772       5,510       32,690       26,772  
 
Less: Interest expense
    (597 )     (408 )             (597 )     (408 )
 
Less: Income tax expense
    (9,144 )     (8,359 )     (294 )     (9,438 )     (8,359 )
 
Net earnings from cont ops
  $ 17,439       18,005       5,216       22,655       18,005  
 
                                         
 
Note:
Depreciation and amortization expense was $11.2 million and $8.9 million for the six month periods ended March 31, 2016 and 2015, respectively.
 
 
                       
 
(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.
 
 
 
 
 
 
 

 
 
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Condensed Consolidated Balance Sheets (Unaudited)
 
(Dollars in thousands)
 
 
 
   
March 31,
2016
   
September 30,
2015
 
             
Assets
           
Cash and cash equivalents
  $ 38,759       39,411  
Accounts receivable, net
    123,812       102,607  
Costs and estimated earnings on
               
long-term contracts
    23,756       28,387  
Inventories
    103,418       99,786  
Current portion of deferred tax assets
    15,618       15,558  
Other current assets
    15,594       12,502  
Total current assets
    320,957       298,251  
Property, plant and equipment, net
    89,954       77,358  
Intangible assets, net
    204,215       190,748  
Goodwill
    305,758       291,157  
Other assets
    7,792       6,694  
    $ 928,676       864,208  
                 
Liabilities and Shareholders' Equity
               
Short-term borrowings and current
  $ 20,890       20,000  
maturities of long-term debt
               
Accounts payable
    34,195       37,863  
Current portion of deferred revenue
    23,016       21,498  
Other current liabilities
    60,950       63,850  
Total current liabilities
    139,051       143,211  
Deferred tax liabilities
    78,805       74,469  
Other liabilities
    35,569       32,346  
Long-term debt
    78,000       30,000  
Shareholders' equity
    597,251       584,182  
    $ 928,676       864,208  
 
 
 
 
 

 
 
 
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Consolidated Statements of Cash Flows (Unaudited)
 
(Dollars in thousands)
 
 
 
   
Six Months Ended
 March 31, 2016
 
Cash flows from operating activities:
     
   Net earnings
  $ 17,439  
   Adjustments to reconcile net earnings
       
     to net cash provided by operating activities:
       
         Depreciation and amortization
    11,238  
         Stock compensation expense
    2,689  
         Changes in assets and liabilities
    (26,494 )
         Effect of deferred taxes
    1,646  
         Change in deferred revenue and costs, net
    1,992  
         Other
    569  
           Net cash provided by operating activities
    9,079  
         
Cash flows from investing activities:
       
   Acquisition of businesses, net of cash acquired
    (41,308 )
   Capital expenditures
    (5,284 )
   Additions to capitalized software
    (3,716 )
       Net cash used by investing activities
    (50,308 )
         
Cash flows from financing activities:
       
   Proceeds from long-term debt
    76,890  
   Principal payments on long-term debt
    (28,000 )
   Dividends paid
    (4,131 )
   Purchases of common stock into treasury
    (3,088 )
   Debt issuance costs
    (1,037 )
   Other
    89  
     Net cash provided by financing activities
    40,723  
         
Effect of exchange rate changes on cash and cash equivalents
    (146 )
         
Net decrease in cash and cash equivalents
    (652 )
Cash and cash equivalents, beginning of period
    39,411  
Cash and cash equivalents, end of period
  $ 38,759  
 
 
 
 
 

 
 
 
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
 
Other Selected Financial Data (Unaudited)
 
(Dollars in thousands)
 
 
 
                               
Backlog and Entered Orders - Q2 FY 2016
 
USG
   
Test
   
Filtration
   
Technical
Packaging
   
Total
 
Beginning Backlog - 1/1/16
  $ 32,977       91,297       193,329       19,797       337,400  
Entered Orders
    29,040       34,674       42,191       23,983       129,888  
Sales
    (30,014 )     (40,601 )     (49,045 )     (19,270 )     (138,930 )
Ending Backlog - 3/31/16
  $ 32,003       85,370       186,475       24,510       328,358  
                                         
                                         
Backlog and Entered Orders - YTD Q2 FY 2016
 
USG
   
Test
   
Filtration
   
Technical
Packaging
   
Total
 
Beginning Backlog - 10/1/15
  $ 36,272       95,129       178,844       17,264       327,509  
Entered Orders
    60,268       73,615       98,992       39,737       272,612  
Sales
    (64,537 )     (83,374 )     (91,361 )     (32,491 )     (271,763 )
Ending Backlog - 3/31/16
  $ 32,003       85,370       186,475       24,510       328,358