-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IpTHt9LL2lw1cQAiYfHXEXVQbytjs6m9X+y4lyLD4xj47fDVRXX2fIDrH5FZ6IOC aZY2r7ThJaICCw8cPmZZ2A== 0001157523-03-004634.txt : 20030904 0001157523-03-004634.hdr.sgml : 20030904 20030904160128 ACCESSION NUMBER: 0001157523-03-004634 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030904 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESTERLINE TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000033619 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 132595091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 03881666 BUSINESS ADDRESS: STREET 1: 10800 NE 8TH ST STREET 2: STE 600 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2064539400 MAIL ADDRESS: STREET 1: 10800 N E 8TH STREET CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: ESTERLINE CORP DATE OF NAME CHANGE: 19910317 FORMER COMPANY: FORMER CONFORMED NAME: BOYAR SCHULTZ INC DATE OF NAME CHANGE: 19671101 8-K 1 a4465523.txt ESTERLINE TECHNOLOGIES CORPORATION 8-K 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 September 4, 2003 -------------------------------------- Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 001-06357 13-2595091 - ----------------------------- --------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 10800 NE 8th Street, Bellevue, Washington 98004 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) (425) 453-9400 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press release issued by Esterline Technologies Corporation, dated September 4, 2003 Item 12. Results of Operations and Financial Condition On September 4, 2003, Esterline Technologies Corporation issued a press release announcing financial results for the quarter ended August 1, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release. 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. Date: September 4, 2003 ESTERLINE TECHNOLOGIES CORPORATION By:_/s/_Robert_D._George___________________________ Name: Robert D. George Title: Vice President, Chief Financial Officer, Secretary and Treasurer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release issued by Esterline Technologies Corporation, dated September 4, 2003 EX-99 3 a4465523ex99.txt ESTERLINE TECHNOLOGIES CORPORATION EXHIBIT 99.1 Exhibit 99.1 Esterline Reports Third Quarter Earnings of $8.4 Million on $140.5 Million Sales; EPS of $0.40 Includes $0.09 Gain from Currency Hedging Associated with Recent Acquisition BELLEVUE, Wash.--(BUSINESS WIRE)--Sept. 4, 2003--Esterline Technologies (NYSE:ESL) (www.esterline.com), a leading specialty manufacturer serving aerospace/defense markets, today reported third quarter (ended August 1) performance in line with earlier forecasts. Income from continuing operations was $8.4 million, or $.40 per diluted share, including a foreign currency gain of approximately $2.0 million net of tax, or $.09 per share, on sales of $140.5 million. Midway through the quarter, Esterline acquired Weston Aerospace from The Roxboro Group PLC for GBP55.0 million (approximately $95.3 million at the closing exchange rate, including acquisition costs). The foreign currency gain resulted when Esterline hedged the purchase price using foreign currency forward contracts. Year-ago income from continuing operations was $6.9 million, or $.33 per diluted share, on $112.4 million sales. Robert W. Cremin, Esterline CEO, said that operating performance in the quarter was in line with the company's earlier published full-year guidance of $1.20. Cremin said, "...considering the foreign currency gain, full-year diluted EPS from continuing operations should now be about $1.30." He said that although a favorable product mix during the quarter improved gross margins, he remained cautious about predicting any short-term upward trend. "The commercial aerospace down cycle and its impact on our spare parts business continues to be a factor," he said. However, Cremin emphasized that Esterline is well positioned in defense and other high-end specialty markets where business is relatively strong. The company also continues to invest in new product development and good-fit acquisitions. Research and development spending in the third quarter was 4.4% of sales, compared with 3.9% a year ago, and on the acquisition front, Cremin said the company is "...just beginning to feel the advantage gained from integrating acquisitions completed 12 to 15 months ago." As previously reported, Esterline sold substantially all the assets of its discontinued Excellon Automation subsidiary during the quarter to a private party. The sale was part of a formal plan adopted on July 25, 2002, to sell its Automation segment, which included Excellon. As part of this decision, the Automation segment was recorded as a "discontinued operation" as defined by GAAP (Generally Accepted Accounting Principles) in the company's fiscal third quarter of 2002 ended July 26. Esterline continues to report the one remaining business in this segment as a "discontinued operation." Year-to-date income from continuing operations was $20.3 million, or $.97 per diluted share, on sales of $402.1 million. This performance compared with the prior-year period's income from continuing operations of $20.8 million, or $.99 per diluted share, on sales of $309.9 million. Including charges for losses in its discontinued operations, year-to-date net earnings were $14.5 million, or $.69 per diluted share, compared to a loss of $8.9 million, or ($.42) per diluted share, in the prior-year period. The year-to-date period includes a $5.8 million charge, net of a $3.5 million tax benefit, recorded in the second quarter for losses in excess of earlier estimates in its discontinued operations. The year-ago period included a loss from discontinued operations of $22.1 million, or ($1.05) per diluted share, and a $7.6 million charge, or ($.36) per diluted share, for the cumulative effect of an accounting change as a result of the adoption of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," in the first quarter of fiscal 2002. Orders received in the third quarter totaled $147.4 million, compared with $131.0 million a year ago. Backlog at August 1, 2003, was $321.2 million, compared with $251.4 million at the end of the prior-year period. This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current intent and expectations of the management of Esterline, are not guarantees of future performance, and involve risks and uncertainties that are difficult to predict. 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 changes in aerospace/defense industry demand or because of current uncertainties associated with other risks detailed in the company's public filings with the Securities and Exchange Commission, including the company's Annual Report on Form 10-K for the year ended October 25, 2002. EDITOR: See attached Consolidated Statement of Operations. ESTERLINE TECHNOLOGIES CORPORATION Consolidated Statement of Operations - ------------------------------------ In thousands, except per share amounts Three months ended Nine months ended Aug. 1, July 26, Aug. 1, July 26, 2003 2002 2003 2002 ---- ---- ---- ---- Segment Sales Avionics & Controls $ 49,596 $ 43,174 $147,729 $125,008 Sensors & Systems 39,500 29,898 102,465 76,316 Advanced Materials 51,340 39,153 151,525 108,054 Other 82 198 409 544 ------- ------- ------- ------- Net Sales 140,518 112,423 402,128 309,922 Cost of Sales 94,812 76,070 277,179 208,788 ------- ------- ------- ------- 45,706 36,353 124,949 101,134 Expenses Selling, general and administrative 26,056 19,849 77,704 55,550 Research, development and engineering 6,185 4,440 14,342 10,720 ------- ------- ------- ------- Total Expenses 32,241 24,289 92,046 66,270 ------- ------- ------- ------- Operating Earnings from Continuing Operations 13,465 12,064 32,903 34,864 Interest income (299) (245) (565) (1,368) Interest expense 3,887 1,806 7,388 5,406 Other expense 64 -- 62 -- Loss on sale of product line 929 -- 66 -- Loss (gain) on derivative financial instruments (2,696) -- (2,622) 1 ------- ------- ------- ------- Other Expense, Net 1,885 1,561 4,329 4,039 ------- ------- ------- ------- Income from Continuing Operations Before Income Taxes 11,580 10,503 28,574 30,825 Income Tax Expense 3,136 3,577 8,245 10,046 ------- ------- ------- ------- Income from Continuing Operations 8,444 6,926 20,329 20,779 Loss from Discontinued Operations, Net of Tax -- (17,529) (5,808) (22,114) ------- ------- ------- ------- Earnings (Loss) Before Cumulative Effect of Change in Accounting 8,444 (10,603) 14,521 (1,335) Cumulative Effect of Change in Accounting, Net of Tax -- -- -- (7,574) ------- ------- ------- ------- Net Earnings (Loss) $ 8,444 $(10,603) $ 14,521 $ (8,909) ======= ======= ======= ======= Earnings (Loss) Per Share -- Basic: Continuing operations $ .40 $ .33 $ .97 $ 1.00 Discontinued operations -- (.84) (.27) (1.06) ------- ------- ------- ------- Earnings (loss) per share before cumulative effect of change in accounting .40 (.51) .70 (.06) Cumulative effect of change in accounting -- -- -- (.37) ------- ------- ------- ------- Earnings (Loss) Per Share -- Basic $ .40 $ (.51) $ .70 $ (.43) ======= ======= ======= ======= Earnings (Loss) Per Share -- Diluted: Continuing operations $ .40 $ .33 $ .97 $ .99 Discontinued operations -- (.83) (.28) (1.05) ------- ------- ------- ------- Earnings (loss) per share before cumulative effect of change in accounting .40 (.50) .69 (.06) Cumulative effect of change in accounting -- -- -- (.36) ------- ------- ------- ------- Earnings (Loss) Per Share -- Diluted $ .40 $ (.50) $ .69 $ (.42) ======= ======= ======= ======= Weighted Average Number of Shares Outstanding -- Basic 20,976 20,764 20,857 20,742 Weighted Average Number of Shares Outstanding -- Diluted 21,136 21,086 21,058 21,023 Consolidated Balance Sheet - -------------------------- In thousands Aug. 1, July 26, 2003 2002 ---- ---- Assets Current Assets Cash and cash equivalents $120,522 $ 88,329 Cash in escrow 4,598 -- Accounts receivable, net 85,534 69,949 Inventories 83,676 69,797 Income tax refundable 4,806 -- Deferred income tax benefits 17,003 23,094 Prepaid expenses 6,107 5,227 ------- ------- Total Current Assets 322,246 256,396 Property, Plant and Equipment, Net 115,174 91,410 Net Assets of Discontinued Operations -- 14,964 Other Non-Current Assets Goodwill 183,283 142,460 Intangibles, net 115,997 21,833 Debt issuance costs, net 7,350 -- Other assets 24,242 22,887 ------- ------- $768,292 $549,950 ======= ======= Liabilities and Shareholders' Equity Current Liabilities Accounts payable $ 20,902 $ 17,603 Accrued liabilities 68,380 58,985 Credit facilities 2,630 2,588 Current maturities of long-term debt 30,403 6,234 Federal and foreign income taxes 865 2,027 ------- ------- Total Current Liabilities 123,180 87,437 Long-Term Liabilities Long-term debt, net of current maturities 247,173 102,203 Deferred income taxes 20,669 12,922 Net Liabilities of Discontinued Operations 32 -- Shareholders' Equity 377,238 347,388 ------- ------- $768,292 $549,950 ======= ======= CONTACT: Esterline Technologies Corporation, Bellevue Brian Keogh, 425-453-9400 -----END PRIVACY-ENHANCED MESSAGE-----