Esterline Corporation (NYSE: ESL) (www.esterline.com), a leading specialty manufacturer serving the global aerospace and defense markets, today reported results for the fiscal second quarter ended May 1, 2015. Consolidated revenue of $500.1 million declined 2.1% compared with the prior year period result of $510.9 million, primarily attributable to a negative foreign exchange impact of $29.0 million. The foreign exchange impact and a modest organic sales decline of 1.3% were mostly offset by the inclusion of additional revenue from the recent acquisition of Barco N.V.'s defense, aerospace and training display business (DAT).
GAAP earnings from continuing operations were $21.6 million, or $0.69 per diluted share, compared with prior-year GAAP earnings from continuing operations of $40.6 million, or $1.25 per diluted share.
Adjusted earnings from continuing operations were $37.9 million, or $1.20 per diluted share, in the second fiscal quarter of 2015. This excludes $0.17 per diluted share related to the company's previously disclosed integration and compliance activities and $0.34 per diluted share from several discrete items detailed in Table 1 below. In addition to these items, GAAP and adjusted earnings from continuing operations include a $0.14 per diluted share negative impact from the mark-to-market accounting of embedded derivatives related to foreign exchange in certain customer contracts.
Curtis Reusser, Esterline's Chief Executive Officer, said, "We continue to progress through a variety of restructuring, integration and efficiency initiatives and remain confident that we are building a stronger, more flexible, and more profitable company. We continue to view our end markets as fundamentally healthy, though macroeconomic conditions have warranted a moderation of our view for the second half of 2015. As we move forward, we are excited and energized to continue our focus on top-line growth and sustainable profitability gains."
Integration and Compliance Activities
During the second quarter of fiscal 2015, the company continued to advance previously announced integration and compliance efforts. These activities include the consolidation of facilities and improved cost efficiency through shared support services in sales and general and administrative functions. During the second quarter the company incurred integration and certain incremental compliance costs (pre-tax) of $6.5 million of which $1.4 million was reflected in gross margin, $4.2 million was reported in selling, general, and administrative (SG&A) expense, and $0.9 million was reported as restructuring charges on the company's income statement. The company's integration efforts remain on track.
Defense, Aerospace and Training (DAT) Acquisition
During the second fiscal quarter of 2015, the company acquired the DAT business from Barco for EUR 150 million, or approximately $171 million, in cash. DAT is included in the Avionics & Controls segment. Fiscal second quarter earnings (pre-tax) include $2.4 million of acquisition closing costs and $6.8 million loss from DAT driven primarily by purchase accounting and integration expenses of $3.9 million.
The company noted that its full-year revenue guidance now includes approximately $100 million from the DAT business and that full-year adjusted earnings guidance excludes approximately $19 million in net expense (pre-tax) related to acquisition purchase accounting and integration costs, including year-to-date expenses. The company expects the DAT business to break even in fiscal 2015, excluding integration and purchase accounting expenses and a $2.9 million foreign currency loss incurred in connection with funding the acquisition.
Results of Operations
In the second fiscal quarter of 2015, Esterline reported sales from continuing operations of $500.1 million compared with the prior-year level of $510.9 million. Lower sales were primarily the result of the previously mentioned foreign currency impact of $29.0 million and a slight decline in organic sales offset by $30.6 million in incremental revenue from the DAT acquisition.
Earnings from continuing operations in the second quarter of fiscal 2015 were $21.6 million, or $0.69 per diluted share, compared with $40.6 million, or $1.25 per diluted share, in the same period last year. Adjusted earnings from continuing operations were $37.9 million, or $1.20 per diluted share. Adjusted earnings exclude after-tax charges of $5.4 million related to accelerated integration and compliance expenses, $7.6 million in costs and operating loss associated with the DAT acquisition, and $3.3 million of charges related to development contracts. In addition to these items, GAAP and adjusted earnings from continuing operations include a $4.3 million after-tax negative impact from the mark-to-market accounting of embedded derivatives related to foreign exchange in certain customer contracts.
Including discontinued operations, net earnings for the second quarter of fiscal 2015 were $19.8 million, or $0.63 per diluted share, compared with $36.9 million, or $1.14 per diluted share, in the prior-year period. Net earnings in the second quarter of fiscal 2015 included a $1.8 million loss from discontinued operations compared with the prior year period, which included a $3.7 million loss from discontinued operations.
New orders in the second quarter of fiscal 2015 were $493.7 million, a sequential organic increase of 7.6% over the first quarter of fiscal 2015 Fiscal second quarter orders compare with an exceptionally strong level of new orders of $540.0 million in the prior year. Backlog at the end of the second quarter of fiscal 2015 was $1.27 billion and includes acquired DAT backlog of $173.4 million. This compares with $1.25 billion backlog at the end of the second quarter of fiscal 2014.
Reported gross margin as a percentage of sales in the second quarter of fiscal 2015 was 32.7%, compared with 35.1% in the prior-year period. DAT purchase accounting, development contract adjustments, and foreign currency all contributed to the lower gross margin level relative to the prior year.
Fiscal second quarter selling, general and administrative (SG&A) expense as a percent of sales was 20.1% compared with the prior-year level of 18.0%. Excluding integration and compliance adjustments of $4.2 million and $2.4 million in 2015 and 2014, respectively, SG&A was 19.3% of sales in the second quarter of fiscal 2015 and 17.5% in the prior-year period. Higher SG&A in the fiscal second quarter of 2015 was attributable to acquisition costs as well as higher native SG&A rates within the recently acquired DAT business.
Research, development and engineering (R&D) spending in the second quarter of fiscal 2015 was $27.0 million, or 5.4% of sales, compared with $25.5 million, or 5.0% of sales, in the prior-year period. Acquired R&D from the recent acquisition is the primary driver of this increase. The company continues to expect full-year R&D spending to be approximately 5% of sales.
The company's income tax rate in the second quarter of fiscal 2015 was 17.3% compared with 20.3% in the prior-year period. The company expects a full-year tax rate for fiscal 2015 in the 20% to 21% range. The rates for both the second quarter and full year reflect acquisition integration costs and the company's updated full-year earnings outlook.
Cash flow from operations was solid at $55.7 million through the six months ended May 1, 2015. Free cash flow conversion for the first half of fiscal 2015 was at 114% of net earnings, showing a return to the company's historically strong levels.
For the first half of fiscal 2015, sales decreased 5.1% to $946.4 million compared with $996.8 million in the first half of fiscal 2014. The unfavorable foreign currency impact to sales in the first half of fiscal 2015 was 4%. In addition, the first-half period in fiscal 2015 contained 26 weeks compared with 27 weeks in the first-half period of fiscal 2014. First-half fiscal 2015 GAAP earnings from continuing operations were $46.7 million, or $1.46 per diluted share, compared with the prior-year period results of $74.5 million, or $2.30 per diluted share. Excluding the discrete costs described in Table 2 below, adjusted earnings from continuing operations in the first six months of fiscal 2015 were $65.4 million, or $2.05 per diluted share, compared with the adjusted year-ago period results of $83.6 million, or $2.58 per diluted share.
Adjusted Guidance for 11-month Fiscal 2015
The company has updated its full-year guidance for the 11-month fiscal year ended October 2, 2015, to reflect second quarter results and a revised second-half forecast. The company now expects full-year revenue to be in a range of $1.825 billion to $1.875 billion, including approximately $100 million from DAT. Full-year adjusted earnings per share from continuing operations, which incorporates $2.05 for first-half adjusted results, are now expected to be in the range of $4.55 to $4.80 per diluted share, compared to a prior range of $5.35 to $5.75 per diluted share. This updated adjusted earnings per share guidance also excludes second-half costs expected for integration and compliance, DAT purchase accounting and integration, and the financing activity described below.
Financing and Share Repurchase Activities
During the second quarter of fiscal 2015, the company amended its secured credit facility to extend the expiration to April 9, 2020, increase the revolving credit facility to $500 million, and provide for a delayed-draw term loan facility of $250 million. In addition, the company issued EUR 330.0 million in Senior Notes due 2023 with an interest rate of 3.625% as general unsecured senior obligations. These refinancing activities support the company's current plans for the third quarter of fiscal 2015 to redeem its 7% Senior Notes due in 2020. The $11 million in estimated expenses for this planned redemption are excluded from the updated full-year adjusted EPS guidance. In future fiscal years, these refinancing activities are expected to generate approximately $7 million in annual interest expense savings.
As previously announced in March 2015, the company's board of directors authorized an increase in the share repurchase program from $200 million to $400 million. The company repurchased approximately 313,000 shares in the second quarter of fiscal 2015 for $34.7 million. Since the company began acting on its share repurchase program, it has repurchased approximately 1.4 million shares for $157.6 million.
Conference Call Information
Esterline will host a conference call to discuss this announcement today at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). The U.S. dial-in number is 1-877-280-4957; outside the U.S. use 857-244-7314. The pass code for the call is: 62568459. The company has posted a presentation on its website (www.esterline.com) under "Presentations" in the Investor Relations section to provide additional information about its second fiscal quarter operational and financial results. The presentation is also included as Exhibit 99.2 to the company's report on Form 8-K, which is being submitted today to the SEC.
Non-GAAP Financial Information
This press release includes non-GAAP financial measures -- adjusted earnings from continuing operations, adjusted earnings from continuing operations per diluted share, adjusted SG&A expense, and free cash flow conversion -- that have not been calculated in accordance with generally accepted accounting principles in the U.S. (GAAP). Adjusted earnings from continuing operations consist of earnings from continuing operations attributable to Esterline less the costs associated with certain integration activities -- including restructuring charges -- and incremental compliance costs as well as discrete items associated with our acquisition of the DAT business in January 2015 and adjustments to reserves on long-term contracts incurred in the periods presented. Adjusted earnings from continuing operations per diluted share divides each element of adjusted earnings from continuing operations by the weighted average number of shares outstanding, diluted for the periods presented. Adjusted SG&A excludes the cost of certain integration activities and compliance costs from GAAP SG&A. Free cash flow conversion is calculated by dividing free cash flow of $32 million (cash flow from operations of $56 million less capital expenditures of $24 million) by net earnings of $28 million.
In accordance with the SEC's requirements, below is the reconciliation of the non-GAAP adjusted earnings from continuing operations to the comparable GAAP earnings from continuing operations.