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ESCO Announces Third Quarter 2017 Results

August 8, 2017 4:16 PM

ST. LOUIS, August 8, 2017 - ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the third quarter (Q3 2017) and nine months year-to-date (YTD 2017) periods ended June 30, 2017.

On May 8, 2017 and May 25, 2017, the Company acquired NRG Systems Inc. (NRG) and the assets of Morgan Schaffer Inc. (Morgan Schaffer), respectively (see earlier announcements). Net sales, earnings, acquisition fees and costs, non-cash purchase accounting inventory step-up charges, and the amortization of intangible assets related to NRG and Morgan Schaffer are included in the Q3 2017 and YTD 2017 operating results from the date of acquisition.

The financial results presented include certain non-GAAP financial measures such as EBIT, EBITDA (defined as earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA (defined as EBITDA excluding certain charges, such as non-cash purchase accounting inventory "step up" charges and costs incurred to complete the acquisitions), and Adjusted EPS. Any non-GAAP financial measures presented are reconciled to their respective GAAP equivalents.

Management believes these non-GAAP financial measures are useful in assessing the ongoing operational profitability of the Company's business segments, and therefore, allow shareholders better visibility into the Company's underlying operations. See "Non-GAAP Financial Measures" described below.

Earnings Summary / EPS Reconciliation

Operating Highlights

Chairman's Commentary - Q3 2017

Vic Richey, Chairman and Chief Executive Officer, commented, "Let me start out by saying that I'm extremely pleased with our recent acquisitions and their initial operating contributions, as well as what we anticipate in the future from each of our new partners. Not only did we add great companies to our portfolio, we also added very solid management teams who share our vision and our values.

"The integration of NRG, Morgan Schaffer and Doble is going very well and is ahead of plan. I'm excited about the outlook for USG as it is obvious from recent meetings that the group has come together with a unified focus on sales growth, market expansion, new product development, and enhanced operating margins.

"Because we acquired NRG and Morgan Schaffer during May, we did not get a full quarter's profit contribution, but we did incur all of the costs of the transactions in Q3 2017 as well as several significant non-cash purchase accounting charges required under GAAP. The transaction costs will not repeat in Q4, but non-cash purchase accounting charges will negatively impact our GAAP operating results in Q4 by approximately $1.5 million, or ($0.04) per share. As we enter 2018, the inventory step-up charges will be complete and we expect to present a much cleaner outlook.

"Moving on to a few Q3 operating highlights, Doble continued to outperform previous expectations by delivering 14 percent sales growth as new product sales are exceeding expectations and our recent software introductions and solution offerings are being well received in the utility market. Within the Filtration and Technical Packaging segments, PTI and TEQ both exceeded profit expectations in Q3, and I'm pleased to see Test deliver a 13 percent EBIT contribution at its current sales level, which validates our profit expectations driven by its lower cost structure. Order activity has remained strong throughout the year with all four operating segments achieving YTD book-to-bill ratios greater 1.0x.

"Summarizing our Q3 performance, we supplemented our growth by adding NRG and Morgan Schaffer, hit our sales targets, performed at the top of our EPS range, generated more cash flow than previously anticipated, and booked orders across the company that once again exceeded our expectations and resulted in an all-time high backlog at June 30, 2017.

"On the acquisition front, we've been very active recently and are currently evaluating additional opportunities. We remain optimistic that we can further supplement our organic growth in both the near term and longer term, but we remain disciplined in our approach and will continue to maintain our focus on generating an attractive ROIC (return on invested capital).

"Moving on to our Q4 and full year outlook: Our plan and prior guidance anticipated a very large Q4 supported by the strength of our orders and backlog. While Q4 is still expected to be strong as well as significantly higher than Q4 2016, it will be short of our earlier expectations due to a few operational and non-operational items. While the acquisitions are solidly profitable, the above noted acquisition costs, non-cash inventory step-up charges, increased amortization charges, and associated interest costs are higher than the profit contributions during the short period since the date of acquisition.

"Additionally, from a timing perspective we had a few customer-driven orders and deliveries pushed out of the year which will negatively impact several of our operating units in Q4 2017 to the benefit of 2018. And lastly, VACCO experienced some engineering and development cost growth on several space-related new products which impact 2017's operating results.

"While the shortfall is disappointing, I'm fully confident that this is merely a "stack up" of various items, both operational and non-operational, cash and non-cash, which hit us in a short period of time, and I'm fully confident these non-recurring issues will be resolved in Q4."

Dividend Payment

The next quarterly cash dividend of $0.08 per share will be paid on October 17, 2017 to stockholders of record on October 3, 2017.

Business Outlook - Fiscal Year 2017

With the increased level of M&A activity, Management has placed more emphasis on Adjusted EBITDA and ROIC, as it believes these are the most relevant metrics to be considered for valuation. Adjusted EBITDA and ROIC are two of the key financial metrics used by Management when determining the appropriate price for acquisitions.

Given the 2017 financial contributions from the Westland, Mayday, NRG and Morgan Schaffer acquisitions, as well as the significant costs incurred in the execution of these acquisitions, and considering both operational and non-cash purchase accounting items, the current outlook for 2017 compared to the original guidance is described as follows:

Chairman's Commentary - Preliminary 2018 Perspective

Including the contributions from the Company's recent acquisitions, coupled with current expectations of organic growth from "legacy" operations, Management's preliminary 2018 outlook reflects solid sales and Adjusted EBITDA growth across each of the Company's business segments and anticipates growth rates in 2018 and beyond that exceed the broader industrial market.

Mr. Richey continued, "While our current focus is on completing 2017, as we look ahead to 2018 we are encouraged by our outlook. Our core businesses remain solid and the new acquisitions will be fully integrated and contributing at a significant level in 2018. The "noise" surrounding the acquisition costs, purchase accounting, and performance issues we encountered late in 2017 will be behind us. We will move forward into 2018 with numerous growth opportunities across all of our operating segments, and expect to continue supplementing our organic growth through additional complementary acquisitions.

"Our current backlog and expectations for additional orders have us well positioned for 2018. Our management teams' focus on profitable growth and ROIC will remain steadfast as we believe these are the key drivers of continued and sustainable share price appreciation."

Conference Call

The Company will host a conference call today, August 8, at 4:00 p.m. Central Time, to discuss the Company's Q3 2017 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 46597032).

Forward-Looking Statements

Statements in this press release regarding the Company's expected quarterly, 2017 full year and beyond results, revenue and sales growth, EPS, EPS growth, EBIT, EBITDA, Adjusted EBITDA, gross profit, interest expense, non-cash depreciation and amortization of intangibles, corporate costs, effective tax rates, the Company's ability to increase operating margins, realize financial goals and increase shareholder value, the success of acquisition efforts, 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, 2016, and the following: the success of the Company's competitors; weakening of economic conditions in served markets; changes in customer demands or customer insolvencies; competition; intellectual property rights; technical difficulties; delivery delays or defaults by customers; material changes in the costs and availability of certain raw materials; the appropriation, allocation and availability of Government funds; the termination for convenience of Government and other customer contracts; the timing and content of future contract awards or customer orders; 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; changes in interest rates; 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 success and integration of recently acquired businesses.

Non-GAAP Financial Measures

The financial measures EBIT, EBITDA, Adjusted EBITDA and Adjusted EPS are presented in this press release. The Company defines "EBIT" as earnings before interest and taxes, "EBITDA" as earnings before interest, taxes, depreciation and amortization, "Adjusted EBITDA" as EBITDA excluding certain defined non-recurring charges, and "Adjusted EPS" as GAAP earnings per share (EPS) excluding the non-recurring charges described above which were $0.02 per share for Q3 2017 and $0.05 per share for Q3 2016.

EBIT, EBITDA, Adjusted EBITDA and Adjusted EPS are not recognized in accordance with U.S. generally accepted accounting principles (GAAP). However, Management believes that EBIT, EBITDA and Adjusted EBDITDA are useful in assessing the operational profitability of the Company's business segments because they exclude interest, taxes, depreciation and amortization, 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, EBITDA, Adjusted EBITDA and Adjusted EPS provides important supplemental information to investors by facilitating comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. The use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.

ESCO, headquartered in St. Louis: 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 industrial power users and the electric utility and renewable energy industries; 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.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share amounts)
Three Months
Ended
June 30,
2017
Three Months
Ended
June 30,
2016
Net Sales $ 171,189 140,191
Cost and Expenses:
Cost of sales 108,856 86,602
Selling, general and administrative expenses 38,453 31,369
Amortization of intangible assets 4,085 2,951
Interest expense 1,213 320
Other expenses, net 1,160 1,429
Total costs and expenses 153,767 122,671
Earnings before income taxes 17,422 17,520
Income taxes 4,777 5,992
Net earnings $ 12,645 11,528
Diluted EPS - GAAP $ 0.49 0.44
Adjusted EPS $ 0.51 (1) 0.49 (2)
Diluted average common shares O/S: 26,025 25,910
(1) Q3 FY 17 - Adjusted EPS was $0.51 which excluded $0.5 million (or $0.02 per share) net impact from the acquisitions of NRG and Morgan Schaffer during the third quarter of 2017.
(2) Q3 FY 16 - Adjusted EPS was $0.49 which excluded $1.1 million (or $0.05 per share) of restructuring charges incurred at ETS and Doble during the third quarter of 2016.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share amounts)
Nine Months
Ended
June 30,
2017
Nine Months
Ended
June 30,
2016
Net Sales $ 478,735 411,954
Cost and Expenses:
Cost of sales 307,149 254,769
Selling, general and administrative expenses 107,104 97,189
Amortization of intangible assets 11,548 8,540
Interest expense 2,752 917
Other (income) expenses, net (184) 6,436
Total costs and expenses 428,369 367,851
Earnings before income taxes 50,366 44,103
Income taxes 15,837 15,136
Net earnings $ 34,529 28,967
Diluted EPS - GAAP $ 1.33 1.12
Adjusted EPS $ 1.41 (1) 1.36 (2)
Diluted average common shares O/S: 25,975 25,962
(1) YTD Q3 FY 17 - Adjusted EPS was $1.41 which excluded $2.0 million (or $0.08 per share) net impact from the acquisitions of Mayday, NRG and Morgan Schaffer during the first nine months of 2017.
(2) YTD Q3 FY 16 - Adjusted EPS was $1.36 which excluded $6.3 million (or $0.24 per share) of restructuring charges incurred at ETS and Doble during the first nine months of 2016.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Business Segment Information (Unaudited)
(Dollars in thousands)
GAAP
Q3 2017 Q3 2016
Net Sales
Filtration $ 71,179 54,396
Test 37,544 36,234
USG 42,059 29,121
Technical Packaging 20,407 20,440
Totals $ 171,189 140,191
EBIT
Filtration $ 11,945 12,163
Test 4,885 3,744
USG 8,477 6,124
Technical Packaging 2,433 2,474
Corporate (9,105) (6,665)
Consolidated EBIT 18,635 17,840
Less: Interest expense (1,213) (320)
Less: Income tax expense (4,777) (5,992)
Net earnings $ 12,645 11,528
Note 1: Adjusted net earnings were $13.1 million in Q3 17 which excluded $0.5 million (or $0.02 per share) net impact from the acquisitions of NRG and Morgan Schaffer during the third quarter of 2017.
Note 2: Adjusted net earnings were $12.6 million in Q3 16 which excluded $1.1 million (or $0.05 per share) of restructuring charges at ETS and Doble during the third quarter of 2016.
EBITDA Reconciliation to Net earnings:
Q3 2017 Q3 2017
- As Adj
Q3 2016 Q3 2016
- As Adj
Consolidated EBITDA $ 26,970 27,724 23,811 25,264
Less: Depr & Amort (8,335) (8,335) (5,971) (5,971)
Consolidated EBIT 18,635 19,389 17,840 19,293
Less: Interest expense (1,213) (1,213) (320) (320)
Less: Income tax expense (4,777) (5,041) (5,992) (6,332)
Net earnings $ 12,645 13,135 11,528 12,641

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Business Segment Information (Unaudited)
(Dollars in thousands)
GAAP
YTD Q3
2017
YTD Q3
2016
Net Sales
Filtration $ 198,869 145,758
Test 109,738 119,608
USG 110,287 93,657
Technical Packaging 59,841 52,931
Totals $ 478,735 411,954
EBIT
Filtration $ 34,296 29,511
Test 11,076 8,587
USG 25,585 21,581
Technical Packaging 5,660 7,035
Corporate (23,499) (21,694)
Consolidated EBIT 53,118 45,020
Less: Interest expense (2,752) (917)
Less: Income tax expense (15,837) (15,136)
Net earnings $ 34,529 28,967
Note 1: Adjusted net earnings were $36.5 million YTD Q3 17 which excluded $2.0 million (or $0.08 per share) net impact from the acquisitions of Mayday, NRG and Morgan Schaffer during the first nine months of 2017.
Note 2: Adjusted net earnings were $35.3 million YTD Q3 16 which excluded $6.3 million (or $0.24 per share) of restructuring charges at ETS and Doble during the first nine months of 2016.
EBITDA Reconciliation to Net earnings:
YTD Q3
2017
YTD Q3
2017 - As
Adjusted
YTD Q3
2016
YTD Q3
2016 - As
Adjusted
Consolidated EBITDA $ 76,141 79,181 62,229 69,192
Less: Depr & Amort (23,023) (23,023) (17,209) (17,209)
Consolidated EBIT 53,118 56,158 45,020 51,983
Less: Interest expense (2,752) (2,752) (917) (917)
Less: Income tax expense (15,837) (16,901) (15,136) (15,770)
Net earnings $ 34,529 36,505 28,967 35,296

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)
June 30,
2017
September 30,
2016
Assets
Cash and cash equivalents $ 48,521 53,825
Accounts receivable, net 135,545 121,486
Costs and estimated earnings on
long-term contracts 44,753 28,746
Inventories 130,828 105,542
Other current assets 20,980 13,884
Total current assets 380,627 323,483
Property, plant and equipment, net 130,419 92,405
Intangible assets, net 328,545 231,759
Goodwill 365,965 323,616
Other assets 5,901 7,108
$ 1,211,457 978,371
Liabilities and Shareholders' Equity
Short-term borrowings and current $ 20,000 20,000
maturities of long-term debt
Accounts payable 48,555 42,074
Current portion of deferred revenue 31,881 27,212
Other current liabilities 75,143 68,790
Total current liabilities 175,579 158,076
Deferred tax liabilities 84,184 69,562
Other liabilities 62,105 45,624
Long-term debt 245,000 90,000
Shareholders' equity 644,589 615,109
$ 1,211,457 978,371

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
Nine Months
Ended
June 30,
2017
Cash flows from operating activities:
Net earnings $ 34,529
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation and amortization 23,023
Stock compensation expense 4,130
Changes in assets and liabilities (24,977)
Change in deferred revenue and costs, net 4,863
Effect of deferred taxes (577)
Pension contributions (2,317)
Other (5,202)
Net cash provided by operating activities 33,472
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (162,268)
Capital expenditures (23,055)
Additions to capitalized software (6,213)
Proceeds from sale of land 1,184
Proceeds from life insurance 2,307
Net cash used by investing activities (188,045)
Cash flows from financing activities:
Proceeds from long-term debt 213,000
Principal payments on long-term debt (58,000)
Dividends paid (6,190)
Other (21)
Net cash provided by financing activities 148,789
Effect of exchange rate changes on cash and cash equivalents 480
Net decrease in cash and cash equivalents (5,304)
Cash and cash equivalents, beginning of period 53,825
Cash and cash equivalents, end of period $ 48,521

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Other Selected Financial Data (Unaudited)
(Dollars in thousands)
Backlog And Entered Orders - Q3 FY 2017 Filtration Test USG Technical
Packaging
Total
Beginning Backlog - 4/1/17 $ 197,651 111,219 38,073 27,645 374,588
Entered Orders 77,582 38,031 46,355 20,268 182,236
Sales (71,179) (37,544) (42,059) (20,407) (171,189)
Ending Backlog - 6/30/17 $ 204,054 111,706 42,369 27,506 385,635
Backlog And Entered Orders - YTD Q3 FY 2017 Filtration Test USG Technical
Packaging
Total
Beginning Backlog - 10/1/16 $ 195,801 83,170 33,744 19,654 332,369
Entered Orders 207,122 138,274 118,912 67,693 532,001
Sales (198,869) (109,738) (110,287) (59,841) (478,735)
Ending Backlog - 6/30/17 $ 204,054 111,706 42,369 27,506 385,635

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





This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: ESCO Technologies Inc via Globenewswire

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