-----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, BwmAr2Y80tBsR+UaipqDqA6omlmUwAlSGrreDpgP2k6n0DA5qSEpTGgbhg6dNZ1i RTC6bJwE1eKDz06WD4ESzw== 0001157523-04-011336.txt : 20041209 0001157523-04-011336.hdr.sgml : 20041209 20041209161017 ACCESSION NUMBER: 0001157523-04-011336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041209 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 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: 041193512 BUSINESS ADDRESS: STREET 1: 500 - 108TH AVENUE NE STREET 2: SUITE 1500 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2064539400 MAIL ADDRESS: STREET 1: 500 - 108TH AVENUE NE STREET 2: SUITE 1500 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 a4781275.txt ESTERLINE TECHNOLOGIES CORPORATION 8-K 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 December 9, 2004 -------------------------------------------- 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 (Commission File No.) (IRS Employer of Incorporation) 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 December 9, 2004, Esterline Technologies Corporation issued a press release announcing financial results for the three months and fiscal year ended October 29, 2004. 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. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press release announcing financial results issued by Esterline Technologies Corporation dated December 9, 2004 -1- 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: December 9, 2004 By: /s/ Robert D. George --------------------- Name: Robert D. George Title: Vice President, Chief Financial Officer, Secretary and Treasurer -2- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release announcing financial results issued by Esterline Technologies Corporation dated December 9, 2004 EX-99.1 2 a4781275-ex991.txt ESTERLINE TECHNOLOGIES CORPORATION PRESS RELEASE Exhibit 99.1 Esterline Reports 4Q Earnings of $15.2 Million, From Continuing OPS on Sales of $194.8 Million; Earnings Per Share of $.70; Includes $.10 from Sale of Product Line BELLEVUE, Wash.--(BUSINESS WIRE)--Dec. 9, 2004--Esterline Corporation (NYSE:ESL) (www.esterline.com), a leading specialty manufacturer serving aerospace/defense markets, today reported fourth quarter income from continuing operations of $15.2 million, or $.70 per diluted share, on sales of $194.8 million. The quarter's results included a $2.2 million net of tax, or $.10 per share, gain on the sale of a non-core product line within the company's Sensors & Systems segment. In the same period last year, income from continuing operations was $9.4 million, or $.44 per diluted share, on $160.3 million sales. Orders received in the fourth quarter totaled $296.7 million, including $89 million of backlog from an acquisition completed in the quarter. This compared with orders of $140.0 million a year ago. Backlog at year end was $433.1 million compared with $300.9 million at the end of the prior-year period. Full year 2004 income from continuing operations was $33.4 million, or $1.55 per diluted share, including the one-time gain described above. Full-year earnings also included a $.09 per diluted share tax benefit from a favorable resolution of an income tax audit, and a $.14 per diluted share severance expense, both reported in the first quarter. The prior year's income from continuing operations was $29.7 million, or $1.41 per diluted share, including a $.09 per diluted share foreign currency gain. Sales in fiscal 2004 were $628.2 million compared with last year's sales of $562.5 million. Robert W. Cremin, Esterline CEO, said the company's fourth quarter performance "...was robust and reflected good balance across all of the company's markets and operating segments." He said "...the commercial aerospace industry is now clearly coming off the bottom of its cycle, and defense markets continue to look solid for us into the foreseeable future." Looking forward, Cremin said that he is optimistic about the coming year, anticipating earnings per share of $1.70 to $1.80. He said, "...even with the additional shares from our recent equity offering, this is year-over-year EPS growth in the 15% to 25% range on an operating basis." He added "...that last year, we absorbed some significant costs associated with the integration of several acquisitions -- activity that is now behind us. The Weston acquisition, for example, is beginning to pay solid dividends, as evidenced by the recent win on the TP400M engine program, the engine that will power the new Airbus A400M military transport." Cremin added that, "...the successful integration of Weston into our existing sensor operation enabled us to win this Tier I contract for the entire sensor suite -- a first for Esterline, and a win that would not have been possible without the acquisition." Esterline recently completed a public offering of 3.7 million shares of its common stock, generating net proceeds of approximately $109 million. Cremin said that the funds provide the additional financial resources and flexibility to grow, including continuing the company's acquisition activities. During the quarter, Esterline completed a $145 million cash acquisition of Leach Holding Corporation. Leach is a leading worldwide producer of high-performance electromechanical relays, solid-state switching devices and advanced power distribution assemblies primarily for aerospace applications. The operation employs more than 1,000 people in North America, Europe and Asia. Cremin said that unlike some recent acquisitions, "...we do not plan any personnel or facility integration initiatives; Leach is already operating smoothly as an integral part of Esterline." During the quarter, the company completed the sale of the last operation declared discontinued in 2002. Cremin characterized the transaction as an important milestone for the company. "Going forward," he said, "we are now able to focus all of our resources building on our core technologies." Including income from discontinued operations of $9.2 million net of tax, fiscal 2004 net earnings were $42.6 million, or $1.98 per diluted share. This compared with $23.9 million, or $1.13 per diluted share, for fiscal 2003. 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 or actions, 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 risks detailed in Esterline's public filings with the Securities and Exchange Commission. ESTERLINE TECHNOLOGIES CORPORATION Consolidated Statement of Operations - ------------------------------------ In thousands, except per share amounts Three months ended Fiscal year ended Oct 29, Oct 31, Oct 29, Oct 31, 2004 2003 2004 2003 -------- -------- -------- -------- Segment Sales Avionics & Controls $ 62,185 $ 50,520 $209,498 $198,249 Sensors & Systems 68,836 44,511 194,803 146,976 Advanced Materials 63,605 65,130 223,344 216,655 Other 137 165 524 574 -------- -------- -------- -------- Net Sales 194,763 160,326 628,169 562,454 Cost of Sales 130,657 106,646 426,612 383,825 -------- -------- -------- -------- 64,106 53,680 201,557 178,629 Expenses Selling, general and administrative 33,371 30,093 117,689 107,797 Research, development and engineering 8,893 5,182 27,715 19,524 -------- -------- -------- -------- Total Expenses 42,264 35,275 145,404 127,321 -------- -------- -------- -------- Operating Earnings from Continuing Operations 21,842 18,405 56,153 51,308 Interest income (917) (303) (1,964) (868) Interest expense 4,472 4,607 17,339 11,995 Other income (expense) 65 (62) (509) -- Loss (gain) on sale of product line (3,434) -- (3,434) 66 Gain on derivative financial instruments -- (54) -- (2,676) -------- -------- -------- -------- Other Expense, Net 186 4,188 11,432 8,517 -------- -------- -------- -------- Income from Continuing Operations Before Income Taxes 21,656 14,217 44,721 42,791 Income Tax Expense 6,401 4,805 11,325 13,050 -------- -------- -------- -------- Income from Continuing Operations Before Minority Interest 15,255 9,412 33,396 29,741 Minority Interest (22) -- (22) -- -------- -------- -------- -------- Income from Continuing Operations 15,233 9,412 33,374 29,741 Income (Loss) from Discontinued Operations, Net of Tax 7,883 -- 9,181 (5,808) -------- -------- -------- -------- Net Earnings $ 23,116 $ 9,412 $ 42,555 $ 23,933 ======== ======== ======== ======== Earnings (Loss) Per Share -- Basic: Continuing operations $ .71 $ .45 $ 1.57 $ 1.42 Discontinued operations .37 -- .44 (.27) -------- -------- -------- -------- Earnings Per Share -- Basic $ 1.08 $ .45 $ 2.01 $ 1.15 ======== ======== ======== ======== Earnings (Loss) Per Share -- Diluted: Continuing operations $ .70 $ .44 $ 1.55 $ 1.41 Discontinued operations .37 -- .43 (.28) -------- -------- -------- -------- Earnings Per Share -- Diluted $ 1.07 $ .44 $ 1.98 $ 1.13 ======== ======== ======== ======== Weighted Average Number of Shares Outstanding -- Basic 21,310 21,035 21,195 20,900 Weighted Average Number of Shares Outstanding -- Diluted 21,692 21,248 21,539 21,105 ESTERLINE TECHNOLOGIES CORPORATION Consolidated Balance Sheet In thousands Oct 29, Oct 31, 2004 2003 -------- -------- Assets Current Assets Cash and cash equivalents $ 29,479 $131,363 Cash in escrow 8,511 4,536 Short-term investments -- 12,797 Accounts receivable, net 132,206 98,395 Inventories 119,054 76,345 Income tax refundable -- 7,677 Deferred income tax benefits 20,984 16,529 Prepaid expenses 9,441 7,030 Other current assets 435 -- -------- -------- Total Current Assets 320,110 354,672 Property, Plant and Equipment, Net 145,135 117,090 Other Non-Current Assets Goodwill 247,817 185,353 Intangibles, net 169,876 114,930 Debt issuance costs, net 5,818 6,301 Deferred income tax benefits 11,216 -- Other assets 32,861 22,284 -------- -------- $932,833 $800,630 ======== ======== Liabilities and Shareholders' Equity Current Liabilities Accounts payable $ 37,867 $ 23,273 Accrued liabilities 97,038 74,991 Credit facilities 6,977 2,312 Current maturities of long-term debt 1,031 30,473 Federal and foreign income taxes 6,402 1,184 -------- -------- Total Current Liabilities 149,315 132,233 Long-Term Liabilities Long-term debt, net of current maturities 249,056 246,792 Deferred income taxes 43,825 27,325 Other Liabilities 29,852 -- Net Liabilities of Discontinued Operations -- 408 Minority Interest 2,378 -- Shareholders' Equity 458,407 393,872 -------- -------- $932,833 $800,630 ======== ======== CONTACT: Esterline Corporation Brian Keogh, 425-453-9400 -----END PRIVACY-ENHANCED MESSAGE-----