UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______ |
COMMISSION FILE NUMBER
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
|
| Name of each exchange | ||
Title of each class | Trading Symbol(s) | on which registered | ||
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
| Shares outstanding at July 31, 2021 |
Common stock, $.01 par value per share |
|
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended | |||||
June 30, | |||||
| 2021 |
| 2020 | ||
Net sales |
| $ | |
| |
Costs and expenses: |
|
|
| ||
Cost of sales |
| |
| | |
Selling, general and administrative expenses |
| |
| | |
Amortization of intangible assets |
| |
| | |
Interest expense, net |
| |
| | |
Other expenses (income), net |
| |
| ( | |
Total costs and expenses |
| |
| | |
|
| ||||
Earnings before income taxes |
| |
| | |
Income tax expense |
| |
| | |
Net earnings | $ | |
| | |
|
|
|
| ||
Earnings per share: |
|
|
|
| |
Basic - |
|
|
|
| |
Net earnings | |||||
| |||||
Diluted - |
|
| |||
Net earnings | $ |
| |
See accompanying notes to consolidated financial statements.
2
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
| Nine Months Ended | |||||
June 30, | ||||||
|
| 2021 |
| 2020 | ||
| ||||||
Net sales | $ | |
| | ||
Costs and expenses: |
|
|
|
| ||
Cost of sales |
| |
|
| | |
Selling, general and administrative expenses |
| |
|
| | |
Amortization of intangible assets |
| |
|
| | |
Interest expense, net |
| |
|
| | |
Other (income) expenses, net |
| ( |
|
| | |
Total costs and expenses |
| |
|
| | |
|
|
|
|
| ||
Earnings before income taxes |
| |
|
| | |
Income tax expense |
| |
|
| | |
Earnings from continuing operations | | | ||||
Loss from discontinued operations, net of tax expense of $ | — | ( | ||||
Gain on sale of discontinued operations, net of tax expense of $ |
| — |
| | ||
Earnings from discontinued operations | — | | ||||
Net earnings | $ | |
| | ||
|
|
|
| |||
Earnings per share: |
|
|
|
| ||
Basic — Continuing operations | $ | | | |||
— Discontinued operations | — | | ||||
— Net earnings | $ | |
| | ||
Diluted — Continuing operations | $ | | | |||
— Discontinued operations |
| — |
| | ||
— Net earnings | $ | |
| |
See accompanying notes to consolidated financial statements.
3
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
| Three Months Ended | Nine Months Ended | ||||||||
June 30, | June 30, | |||||||||
2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Net earnings | $ | |
| |
| | ||||
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
| ||
Foreign currency translation adjustments |
| |
| |
| |
| ( | ||
Total other comprehensive income (loss), net of tax |
| |
| |
| |
| ( | ||
Comprehensive income | $ | |
| |
| |
See accompanying notes to consolidated financial statements.
4
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
| June 30, | September 30, | ||||
| 2021 |
| 2020 | |||
ASSETS |
|
|
|
| ||
Current assets: |
|
|
|
| ||
Cash and cash equivalents | $ | |
| | ||
Accounts receivable, net |
| |
| | ||
Contract assets |
| |
| | ||
Inventories, net |
| |
| | ||
Other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Property, plant and equipment, net of accumulated depreciation of $ |
| |
| | ||
Intangible assets, net of accumulated amortization of $ |
| |
| | ||
Goodwill |
| |
| | ||
Operating lease assets | | | ||||
Other assets |
| |
| | ||
Total assets | $ | |
| | ||
|
|
|
| |||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
| ||
Current liabilities: |
|
|
|
| ||
Current maturities of long-term debt and short-term borrowings | $ | |
| | ||
Accounts payable |
| |
| | ||
Contract liabilities |
| |
| | ||
Accrued salaries |
| |
| | ||
Accrued other expenses |
| |
| | ||
Total current liabilities |
| |
| | ||
Deferred tax liabilities |
| |
| | ||
Non-current operating lease liabilities | | | ||||
Other liabilities |
| |
| | ||
Long-term debt |
| |
| | ||
Total liabilities |
| |
| | ||
Shareholders’ equity: |
|
|
| |||
Preferred stock, par value $ |
|
| ||||
Common stock, par value $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Retained earnings |
| |
| | ||
Accumulated other comprehensive income (loss), net of tax |
| |
| ( | ||
| |
| | |||
Less treasury stock, at cost: |
| ( |
| ( | ||
Total shareholders’ equity |
| |
| | ||
Total liabilities and shareholders’ equity | $ | |
| |
See accompanying notes to consolidated financial statements.
5
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Nine Months Ended | |||||
June 30, | |||||
| 2021 |
| 2020 | ||
Cash flows from operating activities: |
|
|
|
| |
Net earnings | $ | |
| | |
Earnings from discontinued operations | — | ( | |||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
| |
Depreciation and amortization |
| |
| | |
Stock compensation expense |
| |
| | |
Changes in assets and liabilities |
| |
| ( | |
Gain on sale of building and land | ( | — | |||
Pension contributions | — | ( | |||
Effect of deferred taxes |
| ( |
| | |
Net cash provided by operating activities – continuing operations | | | |||
Net cash used by operating activities – discontinued operations | — | ( | |||
Net cash provided by operating activities | | | |||
Cash flows from investing activities: |
|
| |||
Acquisition of business, net of cash acquired |
| ( |
| — | |
Proceeds from sale of building and land |
| |
| — | |
Capital expenditures | ( | ( | |||
Additions to capitalized software |
| ( |
| ( | |
Net cash used by investing activities – continuing operations | ( | ( | |||
Proceeds from sale of discontinued operations | — | | |||
Capital expenditures – discontinued operations | — | ( | |||
Net cash provided by investing activities – discontinued operations | — | | |||
Net cash (used) provided by investing activities | ( | | |||
Cash flows from financing activities: |
|
| |||
Proceeds from long-term debt and short-term borrowings |
| |
| | |
Principal payments on long-term debt and short-term borrowings |
| ( |
| ( | |
Dividends paid |
| ( |
| ( | |
Other |
| ( |
| ( | |
Net cash used by financing activities – continuing operations | ( | ( | |||
Net cash used by financing activities – discontinued operations | — | ( | |||
Net cash used by financing activities | ( | ( | |||
Effect of exchange rate changes on cash and cash equivalents |
| |
| | |
Net increase in cash and cash equivalents |
| |
| ||
Cash and cash equivalents, beginning of period |
|
| |||
Cash and cash equivalents, end of period | $ |
| | ||
| |||||
Supplemental cash flow information: |
|
| |||
Interest paid | $ | |
| | |
Income taxes paid (including state and foreign) |
| |
| |
See accompanying notes to consolidated financial statements.
6
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements, in the opinion of management, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods presented. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all the disclosures required for annual financial statements by accounting principles generally accepted in the United States of America (GAAP). As a result of the pension plan termination referenced in the fourth quarter of 2020, certain prior year amounts have been reclassified to conform with the current year presentation. For further information, refer to the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020.
The Company’s results for the three-month and nine-month periods ended June 30, 2021 are not necessarily indicative of the results for the entire 2021 fiscal year. References to the third quarters of 2021 and 2020 represent the fiscal quarters ended June 30, 2021 and 2020, respectively. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates.
2. EARNINGS PER SHARE (EPS)
Basic EPS is calculated using the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the weighted average number of common shares outstanding during the period plus shares issuable upon the assumed exercise of dilutive common share options and vesting of unvested restricted share units (restricted shares) by using the treasury stock method. The number of shares used in the calculation of earnings per share for each period presented is as follows (in thousands):
| Three Months | Nine Months | ||||||
Ended June 30, | Ended June 30, | |||||||
2021 |
| 2020 |
| 2021 |
| 2020 | ||
Weighted Average Shares Outstanding — Basic |
| |
| |
| |
| |
Dilutive Options and Restricted Shares | | | | | ||||
Adjusted Shares — Diluted |
| |
| |
| |
| |
3. SHARE-BASED COMPENSATION
The Company provides compensation benefits to certain key employees under several share-based plans providing for performance-accelerated restricted shares (restricted shares), and to non-employee directors under a non-employee directors compensation plan.
Performance-Accelerated Restricted Share Awards
Compensation expense related to the restricted share awards was $
Non-Employee Directors Plan
Compensation expense related to the non-employee director grants was $
The total share-based compensation cost that has been recognized in the results of operations and included within selling, general and administrative expenses (SG&A) was $
7
and nine-month periods ended June 30, 2021, respectively, and $
4. INVENTORIES
Inventories, net, from continuing operations consist of the following:
| June 30, |
| September 30, | ||
(In thousands) |
| 2021 |
| 2020 | |
Finished goods | $ | |
| | |
Work in process |
| |
| | |
Raw materials |
| |
| | |
Total inventories | $ | |
| |
5. GOODWILL AND OTHER INTANGIBLE ASSETS
Included on the Company’s Consolidated Balance Sheets at June 30, 2021 and September 30, 2020 are the following intangible assets gross carrying amounts and accumulated amortization from continuing operations:
| June 30, |
| September 30, | ||
(Dollars in thousands) |
| 2021 |
| 2020 | |
Goodwill | $ | |
| | |
|
| ||||
Intangible assets with determinable lives: |
|
|
| ||
Patents |
|
|
| ||
Gross carrying amount | $ | | | ||
Less: accumulated amortization |
| | | ||
Net | $ | | | ||
|
| ||||
Capitalized software |
|
|
| ||
Gross carrying amount | $ | | | ||
Less: accumulated amortization |
| | | ||
Net | $ | | | ||
|
| ||||
Customer relationships |
|
|
| ||
Gross carrying amount | $ | | | ||
Less: accumulated amortization |
| | | ||
Net | $ | | | ||
|
| ||||
Other |
|
|
| ||
Gross carrying amount | $ | | | ||
Less: accumulated amortization |
| | | ||
Net | $ | | | ||
Intangible assets with indefinite lives: |
|
|
| ||
Trade names | $ | | |
8
The changes in the carrying amount of goodwill attributable to each business segment for the nine months ended June 30, 2021 is as follows on a continuing operations basis:
Aerospace | |||||||||
(Dollars in millions) |
| USG |
| Test |
| & Defense |
| Total | |
Balance as of September 30, 2020 | |
| |
| |
| | ||
Acquisition activity | — | — | | | |||||
Foreign currency translation | | — | — | | |||||
Balance as of June 30, 2021 | $ | | | | |
The economic uncertainty, changes in the propensity for the general public to travel by air, and reductions in demand for commercial aircraft as a result of the COVID-19 pandemic have adversely impacted net sales and operating results in certain of the Aerospace and Defense reporting units. There were
6. BUSINESS SEGMENT INFORMATION
The Company is organized based on the products and services that it offers and classifies its continuing business operations in
9
Management evaluates and measures the performance of its reportable segments based on “Net Sales” and “EBIT”, which are detailed in the table below. EBIT is defined as earnings from continuing operations before interest and taxes. The table below is presented on the basis of continuing operations and excludes discontinued operations.
Three Months | Nine Months | ||||||||
Ended June 30, | Ended June 30, | ||||||||
(In thousands) |
| 2021 |
| 2020 |
| 2021 |
| 2020 | |
NET SALES |
|
|
|
| |||||
Aerospace & Defense | $ | | | | | ||||
USG | | | | | |||||
Test | | | | | |||||
Consolidated totals | $ | | | | | ||||
|
|
| |||||||
EBIT |
|
|
|
| |||||
Aerospace & Defense | $ | | | | | ||||
USG | | | | | |||||
Test | | | | | |||||
Corporate (loss) | ( | ( | ( | ( | |||||
Consolidated EBIT | | | | | |||||
Less: Interest expense | ( | ( | ( | ( | |||||
Earnings before income taxes | $ | | | | |
Non-GAAP Financial Measures
The financial measure “EBIT” is presented in the above table and elsewhere in this Report. EBIT on a consolidated basis is a non-GAAP financial measure. Management believes that EBIT is useful in assessing the operational profitability of the Company’s business segments because it excludes 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. A reconciliation of EBIT to net earnings from continuing operations is set forth in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – EBIT.
The Company believes that the presentation of EBIT provides important supplemental information to investors to facilitate comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. However, the Company’s non-GAAP financial measures may not be comparable to other companies’ non-GAAP financial performance measures. Furthermore, the use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.
7. DEBT
The Company’s debt is summarized as follows:
| June 30, | September 30, | |||
(In thousands) |
| 2021 |
| 2020 | |
Total borrowings | $ | |
| | |
Current portion of long-term debt and short-term borrowings |
| ( |
| ( | |
Total long-term debt, less current portion | $ | |
| |
The Credit Facility includes a $
At June 30, 2021, the Company had approximately $
10
Interest on borrowings under the Credit Facility is calculated at a spread over either the London Interbank Offered Rate (LIBOR), the New York Federal Reserve Bank Rate or the prime rate, depending on various factors. The Credit Facility also requires a facility fee ranging from 10 to 25 basis points per annum on the unused portion. The Credit Facility is secured by the unlimited guaranty of the Company’s direct and indirect material U.S. subsidiaries and the pledge of
8. INCOME TAX EXPENSE
The third quarter 2021 effective income tax rate was
The income tax expense in the third quarter and first nine months of 2020 was favorably impacted mainly by the following items: 1) an increase in the available 2019 foreign tax credit which was attributable to new information and tax planning strategies reducing the third quarter effective tax rate and year-to-date effective tax rate by
11
9. SHAREHOLDERS’ EQUITY
The change in shareholders’ equity for the first three and nine months of 2021 and 2020 is shown below (in thousands):
Three Months Ended June 30, | Nine Months Ended June 30, | |||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |
Common stock | ||||||||
Beginning balance | | | | | ||||
Stock plans | | | | | ||||
Ending balance | | | | | ||||
Additional paid-in-capital | ||||||||
Beginning balance | | | | | ||||
Stock plans | | ( | | | ||||
Ending balance | | | | | ||||
Retained earnings | ||||||||
Beginning balance | | | | | ||||
Net earnings common stockholders | | | | | ||||
Dividends paid | ( | ( | ( | ( | ||||
Ending balance | | | | | ||||
Accumulated other comprehensive income (loss) | ||||||||
Beginning balance | | ( | ( | ( | ||||
Foreign currency translation | | | | ( | ||||
Ending balance | | ( | | ( | ||||
Treasury stock | ||||||||
Beginning balance | ( | ( | ( | ( | ||||
Issued under stock plans | | — | | | ||||
Ending balance | ( | ( | ( | ( | ||||
Total equity | | | | |
10. FAIR VALUE MEASUREMENTS
The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows:
● | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
● | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
● | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Financial Assets and Liabilities
The Company has estimated the fair value of its financial instruments as of June 30, 2021 and September 30, 2020 using available market information or other appropriate valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, inventories, payables, debt and other current assets and liabilities approximate fair value because of the short maturity of those instruments.
12
Fair Value of Financial Instruments
The Company’s forward contracts and interest rate swaps are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, as presented below as of June 30, 2021:
(In thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||
Assets (Liabilities): | ||||||||||
Forward contracts | $ | — |
| ( |
| $ | — |
| ( |
Valuation was based on third party evidence of similarly priced derivative instruments.
Nonfinancial Assets and Liabilities
The Company’s nonfinancial assets such as property, plant and equipment, and other intangible assets are not measured at fair value on a recurring basis; however they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. No impairments were recorded during the three and nine-month periods ended June 30, 2021.
11. REVENUES
Disaggregation of Revenues
Revenues by customer type, geographic location, and revenue recognition method for the three and nine-month periods ended June 30, 2021 are presented in the tables below as the Company believes it best depicts how the nature, amount, timing and
13
uncertainty of net sales and cash flows are affected by economic factors. The tables below also include a reconciliation of the disaggregated revenue within each reportable segment on a continuing operations basis.
Three months ended June 30, 2021 |
| Aerospace |
|
|
| ||||||||
(In thousands) | & Defense | USG | Test | Total | |||||||||
Customer type: |
|
|
|
|
|
|
|
|
| ||||
Commercial | $ | | $ | | $ | | $ | | |||||
U.S. Government |
| |
| |
| |
| | |||||
Total revenues | $ | | $ | | $ | | $ | | |||||
|
|
|
| ||||||||||
Geographic location: |
|
|
|
|
|
|
|
| |||||
United States | $ | | $ | | $ | | $ | | |||||
International |
| |
| |
| |
| | |||||
Total revenues | $ | | $ | | $ | | $ | | |||||
|
|
|
| ||||||||||
Revenue recognition method: |
|
|
|
|
|
|
|
| |||||
Point in time | $ | | $ | | $ | | $ | | |||||
Over time |
| |
| |
| |
| | |||||
Total revenues | $ | | $ | | $ | | $ | |
Nine months ended June 30, 2021 | Aerospace |
|
|
| |||||||||
(In thousands) |
| & Defense |
| USG |
| Test |
| Total |
| ||||
Customer type: |
|
|
|
|
|
|
|
|
| ||||
Commercial | $ | | $ | | $ | | $ | | |||||
U.S. Government |
| |
| |
| |
| | |||||
Total revenues | $ | | $ | | $ | | $ | | |||||
Geographic location: |
|
|
|
|
|
|
|
| |||||
United States | $ | | $ | | $ | | $ | | |||||
International |
| |
| |
| |
| | |||||
Total revenues | $ | | $ | | $ | | $ | | |||||
Revenue recognition method: |
|
|
|
|
|
|
|
| |||||
Point in time | $ | | $ | | $ | | $ | | |||||
Over time |
| |
| |
| |
| | |||||
Total revenues | $ | | $ | | $ | | $ | |
14
Revenues by customer type, geographic location, and revenue recognition method for the three and nine-month periods ended June 30, 2020 are presented in the tables below.
Three months ended June 30, 2020 | Aerospace | |||||||||||
(In thousands) |
| & Defense |
| USG |
| Test |
| Total | ||||
Customer type: |
|
|
|
|
|
|
|
| ||||
Commercial | $ | | $ | | $ | | $ | | ||||
U.S. Government |
| |
| |
| |
| | ||||
Total revenues | $ | | $ | | $ | | $ | | ||||
Geographic location: |
|
|
|
|
|
|
|
| ||||
United States | $ | | $ | | $ | | $ | | ||||
International |
| |
| |
| |
| | ||||
Total revenues | $ | | $ | | $ | | $ | | ||||