Form 8-K ESTERLINE TECHNOLOGIES For: Feb 04

February 4, 2016 4:12 PM EST

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 4, 2016

Date of Report (Date of earliest event reported)

 

 

ESTERLINE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-06357   13-2595091

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

500-108th Avenue NE, Bellevue, Washington   98004
(Address of principal executive offices)   (Zip Code)

(425) 453-9400

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On February 4, 2016, Esterline Technologies Corporation issued a press release announcing financial results for the three months ended January 1, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, supplemental information regarding the financial results for periods presented in the press release is attached hereto as Exhibit 99.2. The press release and the supplemental financial information should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release and as part of the supplemental financial information.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

99.1    Press release announcing financial results issued by Esterline Technologies Corporation dated February 4, 2016.
99.2    Supplemental Financial Information dated February 4, 2016.


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 hereunto duly authorized.

 

        ESTERLINE TECHNOLOGIES CORPORATION
Dated: February 4, 2016     By:  

/s/ ROBERT D. GEORGE

    Name:   Robert D. George
    Title:  

Chief Financial Officer, Vice President &

Corporate Development


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press release announcing financial results issued by Esterline Technologies Corporation dated February 4, 2016.
99.2    Supplemental Financial Information dated February 4, 2016.

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Contact:   Julie Albrecht

    +1 425-453-9400

ESTERLINE REPORTS FISCAL 2016 FIRST QUARTER RESULTS

 

    Sales of $441.5 million in the fiscal first quarter

 

    Earnings from continuing operations of $9.9 million; adjusted earnings from continuing operations of $18.4 million

 

    GAAP earnings per diluted share from continuing operations of $0.33; adjusted earnings per diluted share of $0.62

 

    Company issues updated full-year guidance

BELLEVUE, Wash., February 4, 2016 – Esterline Corporation (NYSE: ESL) (www.esterline.com), a leading specialty manufacturer serving the global aerospace and defense markets, today reported results for the first fiscal quarter, ended January 1, 2016. During the quarter, the company reported consolidated revenue of $441.5 million, a decline of 12.5% compared with the year-ago period of $504.6 million. Lower revenue compared with the prior year was primarily attributable to lower end-market demand, shipment and production delays as a result of ongoing integration efforts and an unfavorable impact from foreign exchange rates. These factors were partially offset by the incremental contribution from the defense, aerospace and training businesses (DAT) acquired from Barco N.V. in January of 2015.

All comparisons to the prior year period are being made to a recast fiscal 2015 that reflects the company’s new fiscal calendar. The recast first quarter of fiscal 2015 includes an extremely strong October 2014 that was also the last month in the 2014 fiscal year.

Earnings from continuing operations in the fiscal first quarter of 2016 were $9.9 million, or $0.33 per diluted share, compared with prior-year earnings from continuing operations of $34.5 million, or $1.06 per diluted share. Adjusted earnings from continuing operations for the first fiscal quarter of 2016 were $18.4 million, or $0.62 per diluted share. Adjusted results exclude $0.17 per diluted share related to accelerated integration and incremental compliance activities, and $0.12 per diluted share related to integration costs associated with the DAT business (see Table 1). In the comparable period of the prior year, adjusted earnings from continuing operations were $47.7 million, or $1.48 per diluted share.


Page 2 of 8 Esterline Reports Fiscal 2016 First Quarter Financial Results

 

Curtis Reusser, Esterline’s Chief Executive Officer, said, “We continue to make important progress across a range of strategic initiatives. We are also increasing our focus on organic sales growth and operational excellence as these combined actions will drive performance for all of our stakeholders. Our revenue performance in the first quarter reflects challenges related to both the condition of our markets and our execution, each of which underlines the necessity of sharper operational focus. While we are not satisfied by our first quarter performance, we remain confident that we are on the right strategic path, we will continue to progress toward our goals, and our teams will deliver strong, sustainable improvement as we move forward.”

Table 1: Effect of Certain Items on 1st Fiscal Quarter

              2016 Earnings from Continuing Operations

 

     $ millions      EPS  

Earnings – U.S. GAAP

   $ 9.9       $ 0.33   
  

 

 

    

 

 

 

Accelerated Integration Costs

     1.4         0.05   

Compliance Costs

     3.5         0.12   

DAT Integration Costs

     3.6         0.12   

Adjusted Earnings

   $ 18.4       $ 0.62   
  

 

 

    

 

 

 

Including discontinued operations, net earnings for the first fiscal quarter of 2016 were $5.1 million, or $0.17 per diluted share, compared with $28.6 million, or $0.88 per diluted share, in the comparable period in fiscal 2015. Net earnings in the first fiscal quarter of 2016 included a $4.8 million loss from discontinued operations, while the prior year included a $5.9 million loss from discontinued operations.

New orders in the fiscal first quarter of 2016 were $496.3 million, compared with $466.2 million in the comparable prior-year period. Backlog at the end of the fiscal first quarter of 2016 was $1.28 billion, compared with $1.16 billion at the end of the recast first quarter of fiscal 2015.

Gross profit in the fiscal first quarter of 2016 was $137.7 million, compared with $178.2 million in the prior-year period. Reported gross margin as a percentage of sales in the first fiscal quarter of 2016 was 31.2% compared with 35.3% in the prior-year period. On an adjusted basis, excluding the discrete items consistent with adjusted EPS, the company reported gross margin of $139.3 million, or 31.6% of sales, in the fiscal first quarter of 2016, compared with adjusted gross margin of $182.9 million, or 36.2% of sales, in the prior year. Lower gross margin in the 2016 period primarily reflects the impact of lower fixed cost absorption from lower sales volume, a weaker product mix and certain operational inefficiencies.

Selling, general and administrative (SG&A) expenses during the fiscal first quarter of 2016 were $94.1 million, compared with $98.0 million in the prior year. Fiscal first quarter SG&A expenses as a percent of sales were 21.3%, compared with the prior-year level of 19.4%. The higher rate in fiscal 2016 was mainly a reflection of lower sales compared with the prior year.


Page 3 of 8 Esterline Reports Fiscal 2016 First Quarter Financial Results

 

Research, development and engineering (R&D) spending in the first quarter of fiscal 2016 was $25.6 million, or 5.8% of sales, compared with $23.5 million, or 4.7% of sales, in the prior-year period. The company expects full-year R&D spending to be approximately 5.0% of sales.

On a GAAP basis, the company recorded a tax benefit of $0.03 million as a result of discrete tax benefits in the United Kingdom and the United States, compared with a tax expense of $11.0 million, or 24.1% in the prior-year. For the full year, the company expects a tax rate of 18% to 20%.

Cash flow from operations through the first fiscal quarter of 2016 was $40.7 million. Excluding capital expenditures of $14.9 million, free cash flow was $25.8 million during the same period.

Updated Guidance for Fiscal Year 2016

The company has updated its full-year guidance for fiscal year ended September 30, 2016, to reflect first quarter results, certain market weakness and the impact of integration activities to ongoing business. The company expects full-year revenue to be in a range of 1.925 billion to $1.975 billion. Full-year adjusted earnings from continuing operations are expected in a range of $4.40 to $4.80 per diluted share. The updated adjusted earnings per share guidance excludes costs expected for accelerated integration, incremental compliance and acquisition integration. The company expects fiscal 2016 free cash flow to be in a range of $110 million to $130 million.

Conference Call Information

Esterline will host a conference call to discuss this announcement today at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). The U.S. dial-in number is 877-703-6109; outside the U.S., use 857-244-7308. The pass code for the call is: 89285143. The company has posted a presentation on its website (www.esterline.com) under “Presentations” in the Investor Relations section to provide additional information about its first fiscal quarter operational and financial results. The presentation is also included as Exhibit 99.2 to the company’s report on Form 8-K, which is being submitted today to the SEC.

Non-GAAP Financial Information

This press release and the related presentation providing supplemental financial information include non-GAAP financial measures—adjusted earnings from continuing operations, adjusted earnings from continuing operations per diluted share, adjusted earnings before interest and tax (EBIT), adjusted gross margin, and free cash flow—that have not been calculated in accordance with generally accepted accounting principles in the U.S. (GAAP). Adjusted earnings from continuing operations consist of earnings from continuing operations attributable to Esterline less the costs associated with certain integration activities—including restructuring charges—and incremental compliance costs as well as discrete items associated with our acquisition of the DAT business in January 2015, adjustments to reserves on long-term contracts incurred in the periods presented and unique amounts related to pension expense, in each case, as further detailed in the tables below.


Page 4 of 8 Esterline Reports Fiscal 2016 First Quarter Financial Results

 

Adjusted earnings from continuing operations per diluted share divides each element of adjusted earnings from continuing operations by the weighted average number of shares outstanding, diluted for the periods presented. EBIT is defined as operating earnings from continuing operations. Adjusted EBIT excludes the same costs excluded from adjusted earnings from continuing operations. First fiscal quarter 2016 adjusted gross margin excludes the cost of certain integration activities of $1.6 million from GAAP gross margin. Fiscal first quarter 2015 adjusted gross margin excludes certain integration and compliance costs and adjustments to long-term contract reserves totaling $4.6 million. First fiscal quarter 2016 free cash flow of $25.8 million equals cash flow from operations of $40.7 million less capital expenditures of $14.9 million. In accordance with the SEC’s requirements, below is the reconciliation of the non-GAAP adjusted earnings from continuing operations to the comparable GAAP earnings from continuing operations.

In millions, except per share amounts

 

     Three Months Ended
January 1, 2016
     Recast
Three Months Ended
December 26, 2014
 
    

Per Diluted

Share

    

Per Diluted

Share

 

Earnings from Continuing Operations

           

Attributable to Esterline (GAAP), Net of Tax

   $ 9.9       $ 0.33       $ 34.5       $ 1.06   

Accelerated Integration Costs, Net of $0.0 and $1.3 Tax

     1.4         0.05         4.2         0.14   

Compliance Costs, Net of $0.0 and $0.8 Tax

     3.5         0.12         2.7         0.08   

DAT Integration Costs, Net of $0.0 Tax

     3.6         0.12         —           —     

DAT Closing Expenses, Net of $0.2 Tax

     —           —           0.5         0.02   

Long-term Contract Adjustments, Net of $1.1 Tax

     —           —           3.5         0.11   

Pension Expense, Net of $0.7 Tax

     —           —           2.3         0.07   
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted Earnings from Continuing Operations (non-GAAP), Net of Tax

   $ 18.4       $ 0.62       $ 47.7       $ 1.48   
  

 

 

    

 

 

    

 

 

    

 

 

 

The company provides these non-GAAP financial measures as supplemental information to the GAAP financial measures. Management uses these non-GAAP financial measures to (a) evaluate the company’s historical and prospective financial performance and its performance relative to its competitors, (b) allocate resources, and (c) measure the operational performance of the company’s business units.

In addition, management believes investors’ and financial analysts’ understanding of the company’s performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing the company’s historical results of operations.

These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, and free cash flow is not necessarily indicative of amounts available for discretionary use. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items that comprise the calculation. The company compensates for these limitations by using these non-GAAP


Page 5 of 8 Esterline Reports Fiscal 2016 First Quarter Financial Results

 

financial measures as a supplement to the GAAP measures and by providing reconciliations of the non-GAAP and comparable GAAP financial measures. The non-GAAP financial measures should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP.

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or the company’s future financial performance. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will,” or the negative of such terms, or other comparable terminology. These forward-looking statements are only predictions based on the current intent and expectations of the management of Esterline, are not guarantees of future performance or actions, and involve risks and uncertainties that are difficult to predict and may cause Esterline’s or its industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Esterline’s actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements due to risks detailed in Esterline’s public filings with the Securities and Exchange Commission including its most recent Transition Report on Form 10-K.


Page 6 of 8 Esterline Reports Fiscal 2016 First Quarter Financial Results

 

ESTERLINE TECHNOLOGIES CORPORATION

Consolidated Statement of Operations (unaudited)

In thousands, except per share amounts

 

     Three Months Ended  
     January 1,
2016
    December 26,
2014
 
           (Recast)  

Segment Sales

    

Avionics & Controls

   $ 186,245      $ 206,617   

Sensors & Systems

     152,430        182,894   

Advanced Materials

     102,802        115,100   
  

 

 

   

 

 

 

Net Sales

     441,477        504,611   

Cost of Sales

     303,758        326,370   
  

 

 

   

 

 

 
     137,719        178,241   

Expenses

    

Selling, general and administrative

     94,091        98,016   

Research, development and engineering

     25,575        23,531   

Restructuring charges

     931        3,293   
  

 

 

   

 

 

 

Total Expenses

     120,597        124,840   
  

 

 

   

 

 

 

Operating Earnings From Continuing Operations

     17,122        53,401   

Interest Income

     (87     (184

Interest Expense

     7,216        8,082   
  

 

 

   

 

 

 

Earnings From Continuing Operations Before Income Taxes

     9,993        45,503   

Income Tax Expense (Income)

     (33     10,974   
  

 

 

   

 

 

 

Earnings From Continuing Operations Including Noncontrolling Interests

     10,026        34,529   

Loss (Earnings) Attributable to Noncontrolling Interests

     (162     17   
  

 

 

   

 

 

 

Earnings From Continuing Operations Attributable to Esterline, Net of Tax

     9,864        34,546   

Loss From Discontinued Operations, Attributable to Esterline, Net of Tax

     (4,780     (5,947
  

 

 

   

 

 

 

Net Earnings Attributable to Esterline

   $ 5,084      $ 28,599   
  

 

 

   

 

 

 

Earnings (Loss) Per Share—Basic:

    

Continuing Operations

   $ .33      $ 1.09   

Discontinued Operations

     (.16     (.19
  

 

 

   

 

 

 

Earnings (Loss) Per Share—Basic

   $ .17      $ .90   
  

 

 

   

 

 

 

Earnings (Loss) Per Share—Diluted:

    

Continuing Operations

   $ .33      $ 1.06   

Discontinued Operations

     (.16     (.18
  

 

 

   

 

 

 

Earnings (Loss) Per Share—Diluted

   $ .17      $ .88   
  

 

 

   

 

 

 

Weighted Average Numberof Shares Outstanding—Basic

     29,582        31,790   

Weighted Average Numberof Shares Outstanding—Diluted

     29,939        32,364   


Page 7 of 8 Esterline Reports Fiscal 2016 First Quarter Financial Results

 

ESTERLINE TECHNOLOGIES CORPORATION

Consolidated Sales and Earnings from Continuing Operations by Segment (unaudited)

In thousands

 

     Three Months Ended  
     January 1,
2016
    December 26,
2014
 
           (Recast)  

Segment Sales

    

Avionics & Controls

   $ 186,245      $ 206,617   

Sensors & Systems

     152,430        182,894   

Advanced Materials

     102,802        115,100   
  

 

 

   

 

 

 

Net Sales

   $ 441,477      $ 504,611   
  

 

 

   

 

 

 

Earnings From Continuing Operations Before Income Taxes

    

Avionics & Controls

   $ 9,413      $ 37,399   

Sensors & Systems

     12,784        17,458   

Advanced Materials

     12,990        21,555   
  

 

 

   

 

 

 

Segment Earnings

     35,187        76,412   

Corporate Expense

     (18,065     (23,011

Interest Income

     87        184   

Interest Expense

     (7,216     (8,082
  

 

 

   

 

 

 

Earnings From Continuing Operations Before Income Taxes

   $ 9,993      $ 45,503   
  

 

 

   

 

 

 


Page 8 of 8 Esterline Reports Fiscal 2016 First Quarter Financial Results

 

ESTERLINE TECHNOLOGIES CORPORATION

Consolidated Balance Sheet (unaudited)

In thousands

 

     January 1,      October 2,  
     2016      2015  

Assets

     

Current Assets

     

Cash and cash equivalents

   $ 200,891       $ 191,355   

Accounts receivable, net

     342,008         380,748   

Inventories

     447,272         446,768   

Income tax refundable

     12,224         12,575   

Deferred income tax benefits

     42,124         41,082   

Prepaid expenses

     21,216         23,008   

Other current assets

     7,072         5,427   

Current assets of businesses held for sale

     25,721         27,851   
  

 

 

    

 

 

 

Total Current Assets

     1,098,528         1,128,814   

Property, Plant and Equipment, Net

     307,586         309,399   

Other Non-Current Assets

     

Goodwill

     1,019,506         1,041,991   

Intangibles, net

     429,250         452,040   

Deferred income tax benefits

     27,636         28,979   

Other assets

     14,413         14,348   

Non-current assets of businesses held for sale

     22,403         24,917   
  

 

 

    

 

 

 
   $ 2,919,322       $ 3,000,488   
  

 

 

    

 

 

 

Liabilities and Shareholders’ Equity

     

Current Liabilities

     

Accounts payable

   $ 116,025       $ 117,976   

Accrued liabilities

     245,997         259,734   

Current maturities of long-term debt

     16,947         13,376   

Federal and foreign income taxes

     1,721         2,404   

Current liabilities of businesses held for sale

     18,047         17,106   
  

 

 

    

 

 

 

Total Current Liabilities

     398,737         410,596   

Long-Term Liabilities

     

Credit facilities

     150,000         160,000   

Long-term debt, net of current maturities

     681,358         701,457   

Deferred income tax liabilities

     67,920         73,849   

Pension and post-retirement obligations

     72,435         75,019   

Other liabilities

     30,910         29,367   

Non-current liabilities of businesses held for sale

     642         2,409   

Total Shareholders’ Equity

     1,517,320         1,547,791   
  

 

 

    

 

 

 
   $ 2,919,322       $ 3,000,488   
  

 

 

    

 

 

 

Slide 0

Q1 2016 Supplemental Financial Information February 4, 2016 Exhibit 99.2


Slide 1

This presentation may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will,” or the negative of such terms, or other comparable terminology. These forward-looking statements are only predictions based on the current intent and expectations of the management of Esterline, are not guarantees of future performance or actions, and involve risks and uncertainties that are difficult to predict and may cause Esterline’s or its industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Esterline's actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements due to risks detailed in Esterline's public filings with the Securities and Exchange Commission including its most recent Transition Report on Form 10-K. This presentation may also contain references to non-GAAP financial information subject to Regulation G. The reconciliations of each non-GAAP financial measure to its comparable GAAP measure as well as further information on management’s use of non-GAAP financial measures are included in Esterline’s press release dated February 4, 2016, included as Exhibit 99.1 to Form 8-K filed with the SEC on the same date, as well as in this presentation.


Slide 2

Strategic Focus Focus Areas Remain Unchanged


Slide 3

Category Status Sales End market challenges (Comml Aero OE, Defense, Global economic weakness) Internal pressures (consent agreement, operational recoveries in process) Improve balance between short-cycle and long-cycle business Advance sales management effectiveness Operational Efficiency Recovery plans in place at four challenged sites Using Operating System; Upgrading talent, as needed Global Footprint Delays with two site moves; New 2016 schedules on track Planning for 2017+ projects to reduce fixed cost structure Strategic Sourcing - Wave 1 and 2 cost savings on track; Wave 3 launched Supply Chain training completed; New score cards and tracking tools in use Operating System In-process lean transformation > 3M ft² of footprint 10 CI Academies held in 2015, 30+ planned for 2016 Slow recovery from Q1-16 major factory layout event (Everett), but positive results DAT Integration Top-line synergies resulting in new orders (cross-selling opportunities) Integration challenging but making good progress Financial performance on track 2016 Update


Slide 4

Q1 2016 Financial Results Sales of $441 million, down 12.5%* Organic sales down $87 million Includes impact from strong October 2014 (drives ~$50 million higher sales in recast Q1-15)** $43 million from DAT acquisition offset by $15 million FX impact GAAP EPS of $0.33 Adjusted EPS of $0.62*** (excludes certain discrete items) Free cash flow of $25.8 million*** ***See Page 1 regarding non-GAAP financial measures * Comparison is to the three months ended December 26, 2014. ** October 2014 was the last month in fiscal 2014.


Slide 5

Q1 2016 Year-over-Year (YOY) Summary* Dollars in millions, except EPS Q1 2016 Q1 2015* Change Sales $ 441 $ 505 $ (64) Gross Margin $ 138 $ 178 $ (40) - % of sales 31% 35% (4%) Net earnings from continuing operations $ 10 $ 35 $ (25) Net earnings per diluted share $ 0.33 $ 1.06 $ (0.73) * Comparison is to the three months ended December 26, 2014.


Slide 6

Q1 2016 Earnings Adjustment Dollars in millions, except EPS Earnings from Continuing Ops EPS GAAP $ 9.9 $ 0.33 Accelerated integration 1.4 0.05 Incremental compliance 3.5 0.12 DAT integration 3.6 0.12 Adjusted * $ 18.4 $ 0.62 *See Page 1 regarding non-GAAP financial measures


Slide 7

Q1 2016 Sales Change (YOY)* Items Sales Q1 2015* $ 505 Foreign currency translation (15) FX forward contract loss (3) DAT acquisition 43 Sales volume (includes ~ $50 million impact from strong October 2014)** (89) Q1 2016 $ 441 Dollars in millions * Comparison is to the three months ended December 26, 2014. ** October 2014 was the last month in fiscal 2014.


Slide 8

Q1 2016 Segment Sales Change (YOY)* Total Change Organic¹ FX Acquisition Avionics & Controls (10%) (28%)** (3%) 21% Sensors & Systems (17%) (10%)** (7%) - Advanced Materials (11%) (10%)** (1%) - Total (13%) (17%)** (5%) 9% ¹ Q1 2016 organic sales growth represents the total reported increase within the company’s continuing operations less the impact of all foreign currency translation and hedging activities and acquisitions. * Comparison is to the three months ended December 26, 2014. ** The recast Q1-2015 includes October 2014, the last month in fiscal 2014. Excluding the ~$50 million impact from these higher sales, organic sales decline would be 8%.


Slide 9

Q1 2016 Gross Margin Change (YOY)* Items Gross Margin Q1 2015* $ 178 Foreign currency translation (2) FX forward contract loss (3) DAT acquisition 18 Sales volume / mix** (44) Manufacturing costs (8) Other (1) Q1 2016 $ 138 Dollars in millions ** See related note on slide 8. * Comparison is to the three months ended December 26, 2014.


Slide 10

Q1 2016 Free Cash Flow Reconciliation Q1 2016 Q1 2015* Net earnings attributable to Esterline $ 5 $ 29 Depreciation and amortization ($12 each in Q1 2016) 24 30 Change in working capital (A/R, Inventory, A/P) 23 (7) Other (11) 7 Cash flow from operations $ 41 $ 59 Capital expenditures (15) (15) Free cash flow** $ 26 $ 44 Dollars in millions **See Page 1 regarding non-GAAP financial measures * Comparison is to the three months ended December 26, 2014.


Slide 11

2016 Guidance Original Guidance New Guidance Sales $2.03B - $2.08B $1.925B - $1.975B GAAP EPS (diluted, continuing ops) $4.60 - $4.90 $3.39 - $3.79 Adjusted EPS* (diluted, continuing ops) $5.50 - $5.80 $4.40 - $4.80 Free Cash Flow* N/A $110M - $130M *See Page 1 regarding non-GAAP financial measures New Guidance 2016 Adjusted EPS GAAP EPS (diluted, continuing ops) $3.39 - $3.79 Accelerated Integration $0.21 Incremental Compliance $0.47 DAT Integration $0.33 Adjusted EPS* (diluted, continuing ops) $4.40 - $4.80


Slide 12

Appendix


Slide 13

2015 Recast Income Statement* *See Page 1 regarding non-GAAP financial measures


Slide 14

2015 Recast Income Statement


Slide 15

2015 Recast EPS - Adjustments* *See Page 1 regarding non-GAAP financial measures


Slide 16

Q1 2016 Adjusted Gross Margin and EBIT* *See Page 1 regarding non-GAAP financial measures


Slide 17

Q1 2015* Adjusted Gross Margin and EBIT** **See Page 1 regarding non-GAAP financial measures * Q1 2015 is the recast period of the three months ended December 26, 2014.



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