ST. LOUIS, Nov. 12 /PRNewswire-FirstCall/ -- ESCO Technologies Inc. (NYSE: ESE) today reported its operating results for the fourth quarter and fiscal year ended September 30, 2009, and announced that its Board of Directors has voted to initiate a quarterly cash dividend payable at an annual rate of $0.32 per share. The first quarterly dividend of $0.08 per share will be paid on January 19, 2010 to stockholders of record as of January 4, 2010. Vic Richey, Chairman and Chief Executive Officer, commented, "The announcement today of the initiation of a cash dividend reflects the confidence that the Board of Directors and Management have in our long-term growth opportunities and financial strength. We are pleased to return a portion of our profits to our shareholders, while at the same time, maintaining our emphasis on investing in new products that will support our growth, meeting our anticipated capital requirements, and paying down our remaining debt." 2009 Highlights -- EPS from Continuing Operations was $0.82 in the fourth quarter and $1.86 for the year. -- Favorable settlement of uncertain tax positions in the 2009 fourth quarter positively affected EPS for the quarter and the full year by $0.19. -- Cash from operations was $40.5 million in the quarter, and $77.6 million for the year. -- As a result of the strong cash flow, net debt outstanding decreased 34 percent to $130.6 million at September 30, 2009, reflecting a leverage ratio of 1.86x. -- Entered orders of $180.2 million were recorded in the fourth quarter and $634.0 million for the year, which resulted in book-to-bill ratios greater than 1.0x, respectively. -- Firm order backlog increased during the quarter and the fiscal year to an all-time high. Operating Results The following table presents EPS for the fourth quarters and fiscal years ended September 30: Fourth Quarter: 2009 2008 --------------- ---- ---- EPS - Continuing Operations $0.82 0.75 EPS - Discontinued Operations $0.00 0.18 ----- ---- EPS $0.82 0.93 ===== ==== Total Year: ----------- EPS - Continuing Operations $1.86 1.81 EPS - Discontinued Operations $0.00 (0.03) ----- ---- EPS $1.86 1.78 ===== ==== EPS is presented from "Continuing Operations" and "Discontinued Operations." Discontinued Operations represent the results of Comtrak which was sold in March 2009 and Filtertek which was sold in November 2007 (first quarter of fiscal 2008). Effective Tax Rate In September 2009, U.S. tax authorities completed their regular examination of certain previously filed tax returns. The completion of this examination substantiated the Company's positions on previously uncertain tax areas and enabled Management to reassess its measurement of the related tax liabilities. The closure of this examination resulted in a $5.0 million favorable adjustment to the 2009 fourth quarter tax provision, which significantly reduced the effective tax rate for the quarter and the year. Included in the examination results was the confirmation of the Company's tax position for the deduction of losses realized on the disposition of a portion of the MicroSep business in 2004. The effective tax rates were 8.5 percent and 35.1 percent in the fourth quarters of 2009 and 2008, respectively, and 22.0 percent and 33.3 percent for the fiscal years 2009 and 2008, respectively. The favorable tax rates in all of the comparable periods noted were the result of varying degrees of income tax benefits and credits realized in the respective periods. Cash Flow Cash flow from operating activities generated $40.5 million during the 2009 fourth quarter and $77.6 million for the full year. As a result of this strong cash flow, net debt outstanding was reduced to $130.6 million at September 30, 2009 reflecting a favorable leverage ratio of 1.86x. Entered Orders Entered orders in the 2009 fourth quarter were $180.2 million, reflecting a book-to-bill ratio of 106 percent, and for the full year, entered orders were $634.0 million, or 102 percent of sales. Order Highlights Include: -- Fourth quarter Aclara RF AMI gas products with PG&E were $6.5 million, bringing total PG&E gas project orders to 3.5 million units and $199 million to date. -- Aclara RF AMI water products with New York City were $4.9 million in the fourth quarter, bringing the total project to 493,000 units and $39.1 million to date. -- Aclara PLS AMI products in the fourth quarter were $35.2 million, bringing total year orders to $123.8 million, up from $121.6 million in 2008. -- Aclara PLS orders from COOPs and Munis were $87.9 million in 2009 compared to $82.1 million in 2008. Fiscal 2009 includes $5.4 million of load control / demand response devices. -- VACCO multi-year fluid flow product orders for the Navy's Virginia Class submarine were $32.2 million during the fourth quarter. -- TekPackaging orders for Thermoscan® ear thermometer probe covers were $11.7 million during the fourth quarter. Chairman's Commentary Mr. Richey further commented, "I am extremely pleased with our 2009 operating results. Given the state of today's challenging global economy, being able to generate nearly $78 million of cash flow from operations, and to increase our firm order backlog to an all time high was very satisfying. This positive outcome was due to the extraordinary efforts of our dedicated Management teams across the organization. As a result of these efforts and in spite of softness in several of our end markets, we were able to achieve the majority of our internal operating goals. "Our Aclara group continues to gain momentum, and our ongoing investments in new products and advanced technologies continue to solidify our market position in the fast growing Smart Grid area. The recent announcement of our development of the Aclara Smart Communications Network solution, which is a revolutionary, high-bandwidth, high-speed, wide area network for utility customers, is further evidence of our commitment to expand our position as a leading provider of next generation technologies for the Smart Grid. "Like others in the AMI market, during 2009 we experienced delays of some expected orders and sales as a result of the uncertainty surrounding the government's Stimulus Program. Several of our customers who participated in the Grant Program delayed placing orders and taking deliveries until the DOE announced the selection results. The customers' goal was to maximize the impact of the available grant money, and with this uncertainty now resolved, we fully expect to see a meaningful amount of progress. Based on the grant recipients identified, and with our participation in many of these projects being finalized, our confidence in the future remains high. "Strategically, we are maintaining our focus on creating significant growth, and we will continue to focus our R&D and engineering spending toward new product development initiatives in the domestic AMI / Smart Grid area, as well as expanding our position in the international AMI market. "We are making substantial progress with a number of large AMI projects and customers in our international pipeline, and we are enthused with our near-term order prospects in South America, Mexico and Asia. As these international projects begin to deploy Aclara products, we expect they will be a significant contributor to our multi-year growth outlook. "While I am very enthusiastic about the significant number of opportunities in front of us currently, the ongoing uncertainties of today's economy, the delays associated with the Stimulus Program, and the timing of other customers finalizing their AMI deployment schedules have caused us to have a more conservative perspective as we address fiscal 2010. As discussed in the Business Outlook section of this release, we are taking a cautious approach to our near-term outlook and expectations to reflect these uncertainties. "I am confident that given our new products currently being introduced, the strength and size of our domestic and international business prospects, and acquisition opportunities that are currently under review, we are well positioned for the future." Sales Fourth quarter sales were $169.4 million in 2009 compared to $192.5 million in 2008, and total year sales were $619.1 million in 2009 compared to $613.6 million in 2008. As noted in earlier releases, fiscal year 2008 sales included $31.3 million of revenue recognized that had been deferred from prior periods related to Aclara PLS deliveries to PG&E. Excluding the PG&E deferred revenue recognized in 2008, fiscal 2009 sales increased $36.8 million, or 6.3 percent. Utility Solutions Group (USG) fourth quarter sales decreased $11.3 million in 2009 compared to the 2008 fourth quarter, but increased $21.3 million for the full year. Absent the $31.3 million PG&E / PLS deferred revenue in 2008 noted above, fiscal 2009 sales increased $52.6 million, or 16.4 percent from the prior year. The USG sales increase for the total year was primarily driven by significantly higher deliveries of fixed network RF AMI gas products to PG&E; continued increases in AMI water product deliveries; and higher sales at Aclara Software. Additionally, having Doble for 12 months in 2009 versus 10 months in 2008 contributed an additional $9.9 million of sales. Test sales in 2009 decreased in the fourth quarter and full year primarily due to the timing of large chamber deliveries to the international wireless and electronics end-markets. Filtration sales in 2009 decreased in the fourth quarter and total year as sales increases in the defense aerospace and space product lines at VACCO were offset by lower commercial aerospace product deliveries at PTI. Earnings Before Interest and Taxes (EBIT) On a segment basis, items that impacted EBIT dollars and EBIT as a percent of sales ("EBIT margin") during the fourth quarter and fiscal year 2009 included the following: In the USG segment, EBIT for the 2009 fourth quarter was $22.6 million compared to 2008's fourth quarter EBIT of $24.4 million (which includes $6.5 million of profit related to the fourth quarter PG&E / PLS sales deferral noted above). USG's EBIT was impacted by the significant increases in sales of RF AMI products and Aclara Software, offset by lower sales of PLS AMI products (PG&E related) and lower Doble hardware sales. The RF AMI business contributed the largest increase to EBIT during 2009 as a result of the significant sales increases noted above. The 2009 USG EBIT was negatively impacted by approximately $2.3 million or $0.07 per share of exit and relocation costs at Aclara RF related to the relocation of its operations from three leased facilities to a single, newer, more efficient leased facility. These costs primarily related to the noncash write-off of leasehold improvements, vacant facility charges, and moving costs. Additionally, the 2009 USG EBIT comparison was significantly impacted by the 2008 EBIT contribution of $15 million ($8.5 million in the first quarter of 2008, and $6.5 million in the fourth quarter of 2008) associated with the PG&E / PLS deferred revenue recognized in 2008. In the Test segment, EBIT dollars and EBIT margins were lower in the 2009 fourth quarter due to the lower sales volume, but higher for the year in 2009 due to favorable changes in sales mix and effective cost management throughout the organization. In the Filtration segment, EBIT dollars decreased in 2009 due to lower sales of high-margin commercial aerospace products, an increase in research and development costs, and higher bid and proposal costs incurred in the pursuit of a significant number of Space related projects. For the fourth quarter of 2009, Filtration's EBIT margins were consistent with prior year on lower sales due to stringent cost management across the segment. Corporate operating costs were higher in 2009 due to higher amortization expenses related to recent acquisitions that included identifiable intangible assets, higher stock compensation expenses and higher professional fees. Business Outlook Statements contained in the preceding and following paragraphs are based on current expectations. Statements that are not strictly historical are considered forward-looking, and actual results may differ materially. TWACS NG Software Update In October 2009, Management formally re-evaluated the expected remaining useful life of its TWACS NG software based on the significant amount of international AMI opportunities currently under evaluation. As a result, Management determined it has 10-plus years of projected AMI revenues and profits expected to be generated using this advanced software platform. Therefore, beginning in 2010, the Company will amortize the remaining TWACS NG asset value of $44 million over its minimum expected remaining life of 10 years. FY 2010 versus 2009 During 2010, Management anticipates gas AMI product deliveries to PG&E will be significantly lower than the quantities delivered in 2009 as the contract is entering the latter stages of its deployment. The current outlook for 2010 PG&E gas product sales is expected to be approximately $40 million, coming off its peak of $98 million in 2009. On the positive side, a number of domestic and international projects across the Company will show meaningful increases in sales and EBIT in 2010, which will contribute significantly toward offsetting the PG&E decrease. Additionally, a number of cost reduction initiatives and operating improvements implemented across the Company will help to mitigate the PG&E-driven EBIT decrease. As a result, Management expects 2010 consolidated revenues to decrease approximately three to five percent and EBIT to decline marginally compared to 2009. In addition, the 2010 effective tax rate is projected to be more normalized at 38 percent, as Management does not expect to realize the same amount of tax benefits and credits during 2010 as were realized in 2009. Given the PG&E project wind-down and higher effective tax rate, Management expects EPS to be lower in 2010 compared to 2009. On a quarterly basis, Management expects 2010 revenues and EPS to be heavily "second half" weighted as they were in 2009 and 2008. Regarding the 2010 first quarter, because of the delays caused by the Stimulus Program funding that is impacting the timing of customer orders and delivery schedules, and continued investments in engineering and new product development, Management expects 2010 first quarter EPS to be generally breakeven. The Company continues to be actively engaged in several large domestic and international projects across all three operating segments that have the ability to favorably impact EPS in 2010 and beyond. Management has decided to defer providing specific 2010 guidance due to the significant size and uncertain timing of the numerous projects in which the Company is currently engaged. Combined with the impact of the global economic recovery, Management believes the specific financial impact and timing of these large projects will be more quantifiable in the future, and therefore believes it is prudent to defer providing specific EPS guidance at this time. Chairman's Commentary - Wrap-Up Mr. Richey concluded, "We have a sizeable amount of specific, identifiable growth opportunities that should manifest themselves into orders and sales in varying degrees throughout fiscal 2010. Some of these opportunities are on projects where we have already been selected, and others are opportunities where we view ourselves as the front-runner in the selection process. I expect 2010 to be a year of significant activity as many of these projects materialize and firmly set us up for meaningful growth in sales and earnings over the next few years and beyond. I remain very optimistic about our current business prospects both domestically and internationally. Through our disciplined planning process and management oversight, I am confident that we have sufficient opportunities and the appropriate contingencies in place to allow us to execute our strategic plan. Our commitment remains the same, to achieve our long-term goal of increasing shareholder value." Conference Call The Company will host a conference call today, November 12, at 4 p.m. Central Time, to discuss the Company's fourth quarter and fiscal year 2009 operating results. A live audio webcast will be available on the Company's web site at http://www.escotechnologies.com/. Please access the web site 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 web site noted above or by phone (dial 1-888-203-1112 and enter the pass code 4610995). Forward-Looking Statements Statements in this press release regarding the likelihood, timing and size of potential projects and contracts which the Company may receive or participate in, amounts and timing of fiscal 2010 future revenues, results, earnings, EPS, AMI customers' responses to the availability of Grant Program funds, sales growth, orders, growth, the success in capturing international AMI opportunities, increased market share in the Smart Grid area, success of new products and technologies, the timing and certainty of utility customer spending, the long-term success of the Company, and any other written or oral 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. 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: the risk factors described in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2008; the effect of the American Recovery and Reinvestment Act of 2009; the success of the Company's competitors; changes in Federal or State energy laws; the timing and content of purchase order releases under the Company's AMI contracts with PG&E; the Company's successful performance of its AMI contracts; 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; the performance of the Company's international operations; material changes in the costs of certain raw materials including steel and copper; delivery delays or defaults by customers; termination for convenience of customer contracts; timing and magnitude of future contract awards; containment of engineering and development costs; performance issues with key customers, suppliers and subcontractors; labor disputes; changes in laws and regulations including but not limited to changes in accounting standards and taxation requirements; costs relating to environmental matters; uncertainty of disputes in litigation or arbitration; and the Company's successful execution of internal operating plans. ESCO, headquartered in St. Louis, is a proven supplier of special purpose utility solutions for electric, gas, and water utilities, including hardware and software to support advanced metering applications and fully automated intelligent instrumentation. In addition, the Company provides engineered filtration products to the aviation, space, and process markets worldwide and is the industry leader in RF shielding and EMC test products. Further information regarding ESCO and its subsidiaries is available on the Company's web site at http://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 Three Months Ended Ended September 30, September 30, 2009 2008 ---- ---- Net Sales $169,449 192,543 Cost and Expenses: Cost of sales 99,471 116,093 SG&A 38,239 38,442 Amortization of intangible assets 4,835 4,667 Interest expense 1,489 2,707 Other expenses, net 1,620 (3) ----- --- Total costs and expenses 145,654 161,906 ------- ------- Earnings before income taxes 23,795 30,637 Income taxes 2,028 10,764 ----- ------ Net earnings from continuing operations 21,767 19,873 Earnings from discontinued operations, net of tax benefit of $4,508 - 4,632 --- ----- Net earnings $21,767 24,505 ======= ====== Earnings per share: Basic Continuing operations 0.83 0.76 Discontinued operations - 0.18 ---- ---- Net earnings $0.83 0.94 ===== ==== Diluted Continuing operations 0.82 0.75 Discontinued operations - 0.18 ---- ---- Net earnings $0.82 0.93 ===== ==== Average common shares O/S: Basic 26,332 26,052 ====== ====== Diluted 26,652 26,452 ====== ====== ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) (Dollars in thousands, except per share amounts) Year Ended Year Ended September 30, September 30, 2009 2008 ---- ---- Net Sales $619,064 613,566 Cost and Expenses: Cost of sales 372,351 367,951 SG&A 152,397 147,324 Amortization of intangible assets 19,214 17,044 Interest expense 7,450 9,808 Other expenses, net 4,480 161 ----- --- Total costs and expenses 555,892 542,288 ------- ------- Earnings before income taxes 63,172 71,278 Income taxes 13,867 23,709 ------ ------ Net earnings from continuing operations 49,305 47,569 Earnings (loss) from discontinued operations, net of tax of $568 and $229, respectively 135 (282) Loss on sale from discontinued operations, net of tax of $905 and $157, respectively (32) (576) --- ---- Net earnings (loss) from discontinued operations 103 (858) --- ---- Net earnings $49,408 46,711 ======= ====== Earnings per share: Basic Continuing operations 1.88 1.84 Discontinued operations - (0.04) ---- ----- Net earnings $1.88 1.80 ===== ==== Diluted Continuing operations 1.86 1.81 Discontinued operations - (0.03) ---- ----- Net earnings $1.86 1.78 ===== ==== Average common shares O/S: Basic 26,216 25,909 ====== ====== Diluted 26,560 26,315 ====== ====== ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Condensed Business Segment Information (Unaudited) (Dollars in thousands) Three Months Ended Year Ended September 30, September 30, ------------- ------------- 2009 2008 2009 2008 ---- ---- ---- ---- Net Sales ----------- Utility Solutions Group $100,621 111,883 374,001 352,654 Test 40,035 46,171 138,345 144,770 Filtration 28,793 34,489 106,718 116,142 ------ ------ ------- ------- Totals $169,449 192,543 619,064 613,566 ======== ======= ======= ======= EBIT ----- Utility Solutions Group $22,617 24,412 62,468 66,559 Test 3,752 6,351 14,134 13,877 Filtration 6,129 7,417 18,056 21,195 Corporate (7,214) (1) (4,836) (2) (24,036) (3) (20,545) (4) ------ ------ ------- ------- Consolidated EBIT 25,284 33,344 70,622 81,086 Less: Interest expense (1,489) (2,707) (7,450) (9,808) ------ ------ ------ ------ Earnings before income taxes $23,795 30,637 63,172 71,278 ======= ====== ====== ====== Note: Depreciation and amortization expense was $7.6 million and $7.6 million for the quarters ended September 30, 2009 and 2008, respectively, and $30.3 million and $27.1 million for the years ended September 30, 2009 and 2008, respectively. (1) Includes $1.2 million of amortization of acquired intangible assets. (2) Includes $1.2 million of amortization of acquired intangible assets. (3) Includes $4.7 million of amortization of acquired intangible assets. (4) Includes $4.2 million of amortization of acquired intangible assets. ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (Dollars in thousands) September 30, September 30, 2009 2008 ---- ---- Assets ------ Cash and cash equivalents $44,630 28,667 Accounts receivable, net 108,620 134,710 Costs and estimated earnings on long-term contracts 10,758 9,095 Inventories 82,020 65,019 Current portion of deferred tax assets 20,417 15,368 Other current assets 13,750 14,888 Current assets from discontinued operations - 2,889 --- ----- Total current assets 280,195 270,636 Property, plant and equipment, net 69,543 72,353 Goodwill 330,719 328,878 Intangible assets, net 221,600 236,192 Other assets 21,630 17,665 Other assets from discontinued operations - 2,349 --- ----- $923,687 928,073 ======== ======= Liabilities and Shareholders' Equity ------------------------------------ Short-term borrowings and current maturities of long-term debt $50,000 50,000 Accounts payable 47,218 48,982 Current portion of deferred revenue 20,215 18,226 Other current liabilities 46,552 49,934 Current liabilities from discontinued operations - 1,541 --- ----- Total current liabilities 163,985 168,683 Deferred tax liabilities 78,471 83,515 Other liabilities 33,424 23,988 Long-term debt 130,467 183,650 Shareholders' equity 517,340 468,237 ------- ------- $923,687 928,073 ======== ======= ESCO TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (Dollars in thousands) Year Ended September 30, 2009 ---- Cash flows from operating activities: Net earnings $49,408 Adjustments to reconcile net earnings to net cash provided by operating activities: Net earnings from discontinued operations (103) Depreciation and amortization 30,267 Stock compensation expense 4,866 Changes in current assets and liabilities 1,566 Effect of deferred taxes (2,543) Change in deferred revenue and costs, net 1,781 Pension contributions (1,997) Change in other long-term tax liabilities (5,700) Other (71) --- Net cash provided by operating activities - continuing operations 77,474 Net cash provided by operating activities - discontinued operations 142 --- Net cash provided by operating activities 77,616 ------ Cash flows from investing activities: Acquisition of businesses (6,442) Additions to capitalized software (5,004) Change in acquisition escrow 2,189 Capital expenditures (9,255) ------ Net cash used by investing activities - continuing operations (18,512) Proceeds from divestiture of business, net - discontinued operations 3,100 ----- Net cash used by investing activities (15,412) ------- Cash flows from financing activities: Proceeds from long-term debt 32,000 Principal payments on long-term debt (85,183) Proceeds from exercise of stock options 6,621 Other 1,029 ----- Net cash used by financing activities (45,533) ------- Effect of exchange rate changes on cash and cash equivalents (708) ---- Net increase in cash and cash equivalents 15,963 Cash and cash equivalents, beginning of period 28,667 ------ Cash and cash equivalents, end of period $44,630 ======= ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Other Selected Financial Data (Unaudited) (Dollars in thousands) Backlog And Entered Orders - Utility Q4 FY 2009 Solutions Test Filtration Total ---------------------------- --------- ---- ---------- ----- Beginning Backlog - 6/30/09 continuing opers $155,532 60,249 72,832 288,613 Entered Orders 77,465 34,026 68,716 180,207 Sales (100,621) (40,035) (28,793) (169,449) -------- ------- ------- -------- Ending Backlog - 9/30/09 $132,376 54,240 112,755 299,371 ======== ====== ======= ======= Backlog And Entered Orders - Utility FY 2009 Solutions Test Filtration Total ---------------------------- --------- ---- ---------- ----- Beginning Backlog - 9/30/08 continuing opers $143,170 69,823 71,463 284,456 Entered Orders 363,207 122,762 148,010 633,979 Sales (374,001) (138,345) (106,718) (619,064) -------- -------- -------- -------- Ending Backlog - 9/30/09 $132,376 54,240 112,755 299,371 ======== ====== ======= ======= DATASOURCE: ESCO Technologies Inc. CONTACT: Patricia K. Moore, Director, Investor Relations of ESCO Technologies Inc., +1-314-213-7277; or media inquiries, David P. Garino, +1-314-982-0551, for ESCO Technologies Inc. Web Site: http://www.escotechnologies.com/

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