SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended April 30, 1997
---------------------
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 1-6357
--------------------
ESTERLINE TECHNOLOGIES CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2595091
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10800 NE 8th Street, Bellevue, Washington 98004
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 425/453-9400
------------
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.
Yes X No
------- --------
As of June 11, 1997, 8,567,850 shares of the issuer's common stock were
outstanding.
1
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of April 30, 1997 and October 31, 1996
(In thousands, except share amounts)
April 30, October 31,
1997 1996
----------- -----------
ASSETS (unaudited)
- ------
Current Assets
Cash and equivalents $ 48,638 $ 46,436
Accounts receivable, net of allowances
of $2,810 and $4,084 for doubtful accounts 62,072 69,120
Inventories
Raw materials and purchased parts 17,063 15,880
Work in process 25,147 23,195
Finished goods 10,603 6,324
--------- ---------
52,813 45,399
--------- ---------
Deferred income taxes 14,431 15,321
Prepaid expenses 3,437 2,504
--------- ---------
Total Current Assets 181,391 178,780
--------- ---------
Property, Plant and Equipment 169,048 160,303
Accumulated depreciation 115,166 106,813
--------- ---------
53,882 53,490
--------- ---------
Intangibles, net and Other Assets 40,216 44,376
--------- ---------
$ 275,489 $ 276,646
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Accounts payable $ 23,227 $ 20,836
Accrued liabilities 59,265 68,492
Credit facilities 5,318 5,242
Current maturities of long-term debt 6,287 6,660
Federal and foreign income taxes 1,967 4,105
--------- ---------
Total Current Liabilities 96,064 105,335
--------- ---------
Long-Term Debt, net of current maturities 28,809 29,007
Shareholders' Equity
Common stock, par value $.20 per share,
authorized 30,000,000 shares, issued and
outstanding 8,537,498 and 8,501,668 shares 1,707 1,700
Capital in excess of par value 48,487 48,417
Retained earnings 104,047 93,686
Cumulative translation adjustment (3,625) (1,499)
--------- ---------
Total Shareholders' Equity 150,616 142,304
--------- ---------
$ 275,489 $ 276,646
========= =========
2
<PAGE>
ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three and Six Months Ended
April 30, 1997 and 1996
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
April 30, April 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
Net Sales $ 97,951 $ 88,975 $ 180,149 $ 172,972
Costs and Expenses
Cost of sales 59,231 53,173 109,340 103,868
Selling, general and
administrative 28,000 26,509 54,191 53,541
Interest income (474) (601) (1,110) (864)
Interest expense 947 1,130 1,904 2,315
--------- --------- --------- ---------
87,704 80,211 164,325 158,860
--------- --------- --------- ---------
Earnings Before Income Taxes 10,247 8,764 15,824 14,112
Income Tax Expense 3,645 2,569 5,463 4,568
--------- --------- --------- ---------
Net Earnings $ 6,602 $ 6,195 $ 10,361 $ 9,544
========= ========= ========= =========
Net Earnings Per Share $ .75 $ .75 $ 1.18 $ 1.24
========= ========= ========= =========
3
<PAGE>
ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended April 30, 1997 and 1996
(Unaudited)
(In thousands)
Six Months Ended
April 30,
----------------------
1997 1996
--------- ---------
Cash Flows Provided (Used) by Operating Activities
Net earnings $ 10,361 $ 9,544
Depreciation and amortization 8,633 7,795
Deferred income taxes 1,440 1,037
Working capital changes
Accounts receivable 5,053 4,761
Inventories (8,550) (5,103)
Prepaid expenses (998) 329
Accounts payable 3,354 (1,198)
Accrued liabilities (8,593) (4,180)
Federal and foreign income taxes (2,133) (1,281)
Other, net 1,580 2,157
--------- ---------
10,147 13,861
--------- ---------
Cash Flows Provided (Used) by Investing Activities
Capital expenditures (7,817) (10,016)
Capital dispositions 836 1,067
--------- ---------
(6,981) (8,949)
--------- ---------
Cash Flows Provided (Used) by Financing Activities
Net change in credit facilities 555 2,292
Repayment of long-term debt (433) (1,107)
Net proceeds provided by sale of common stock - 38,549
--------- ---------
122 39,734
--------- ---------
Effect of Exchange Rates (1,086) (930)
--------- ---------
Net Increase in Cash and Equivalents 2,202 43,716
Cash and Equivalents - Beginning of Period 46,436 22,097
--------- ---------
Cash and Equivalents - End of Period $ 48,638 $ 65,813
========= =========
Supplemental Cash Flow Information
Cash paid during the period for
Interest expense $ 1,869 $ 2,334
Income taxes 4,848 4,004
4
<PAGE>
ESTERLINE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended
April 30, 1997 and 1996
1. The consolidated balance sheet as of April 30, 1997 and the
consolidated statements of operations and cash flows for the three and
six months ended April 30, 1997 and 1996 are unaudited, but in the
opinion of management all adjustments necessary to present fairly the
financial statements referred to above have been made. The results of
operations and cash flows for the interim periods presented are not
necessarily indicative of results for the full year.
2. The notes to the consolidated financial statements in the Company's
1996 Annual Report provide a summary of significant accounting policies
and additional financial information that should be read in conjunction
with this Form 10-Q.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Certain sections in this Form 10-Q contain forward-looking statements
within the meanings of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements involve risks and uncertainties regarding matters
that could significantly affect expected results including information
about industry trends, growth, orders, capital expenditures and backlog.
Thus, actual results may vary materially from these forward-looking
statements depending on a variety of factors which include, but are not
limited to, changes in the telecommunications, computer, aerospace and
defense markets; reductions, terminations or changes in U.S. Government
defense budget priorities; variability of capital equipment markets and
other risks which are detailed in other Company documents filed with the
Securities and Exchange Commission. The Company does not undertake any
obligation to publicly release the results of any revisions that may be
made to these forward-looking statements to reflect any future events or
circumstances.
RESULTS OF OPERATIONS
Three Months Ended April 30, 1997 Compared with Three Months Ended
April 30, 1996
Net sales for the three months ended April 30, 1997 were $98 million
compared with $89 million in the same period in 1996. Aerospace/Defense
Group sales were $35.3 million, an increase of 42% over the same period in
1996. The Aerospace/Defense Group experienced another strong quarter, which
can be attributed to both the sales contributed by Mason, acquired in
August 1996, and the continued performance in the commercial aerospace
markets. Automation Group sales declined $2.1 million to $37.9 million when
compared with the same period in 1996. Excellon's performance in early 1996
was exceptionally strong, but then was hit by an industry-wide slowdown in
the spring of 1996, however, improvement has been noted recently.
Instrumentation Group sales improved slightly, 3%, to $24.7 million when
compared with $24 million during the same period in 1996.
Sales for the three months ended April 30, by Group, were as follows:
(In thousands)
1997 1996
--------- ---------
Automation $ 37,932 $ 39,987
Aerospace and Defense 35,347 24,954
Instrumentation 24,672 24,034
--------- ---------
Total Sales $ 97,951 $ 88,975
========= =========
Total gross margin as a percentage of sales was 40% for the three months
ended April 30, 1997 and remained unchanged from the prior year period. The
Groups' gross margins ranged from 38% to 41% compared with the prior year
period of 39% to 42%. Selling, general and administrative expenses for the
three months ended April 30, 1997 increased to $28 million compared with
$26.5 million during the same period in 1996; and as a percentage of net
sales were 1% lower at 29% for the three months ended April 30, 1997 when
6
<PAGE>
compared with 30% during the same period in 1996. The percentage
reduction in selling, general and administrative expenses was largely
the result of reduced requirements for doubtful accounts receivable
reserves, as a result of favorable collections in the period.
Interest income decreased $127,000 to $474,000 for the three months ended
April 30, 1997, compared with $601,000 during the same period in 1996,
principally due to the overall decrease in cash from period to period.
Interest expense decreased $183,000 to $947,000 for the three months ended
April 30, 1997, compared with $1.1 million during the same period in 1996
primarily due to a reduction in the outstanding 8.75% Senior Notes from
period to period.
The effective income tax rate for the three months ended April 30, 1997
increased to 36% compared with 29% for the same period in 1996 due
primarily to reduced tax benefits and a lower proportion of tax-exempt
interest income.
New orders for the three months ended April 30, 1997 were $117 million,
compared with $106.7 million during the same period in 1996. All three
Groups' new orders indicate an upward trend over the last three quarters,
as a result of the improvement in the electronics capital equipment market,
the continued strength in the commercial aerospace business and the timing
of receipt of certain defense orders.
Six Months Ended April 30, 1997 Compared with Six Months Ended
April 30, 1996
Net sales for the first six months of 1997 were $180.1 million compared
with $173 million in the same period in 1996. The Aerospace/Defense Group
continued to perform well, posting an increase in sales of $18.4 million to
$64.1 million for the first six months of 1997. Automation Group sales of
$68.9 million during the first six months of 1997 did not match the prior
year's exceptionally strong performance of $81.2 million, contributed in
large part by Excellon. Recovery in demand for Excellon's printed circuit
board drilling equipment has been noted since last spring's industry-wide
slump. Instrumentation Group sales increased 3% to $47.1 million when
compared with the prior year period of $45.9 million.
Sales for the six months ended April 30, by Group, were as follows:
(In thousands)
1997 1996
--------- ---------
Automation $ 68,868 $ 81,241
Aerospace and Defense 64,140 45,790
Instrumentation 47,141 45,941
--------- ---------
Total Sales $ 180,149 $ 172,972
========= =========
Total gross margin as a percentage of sales for the first six months of
1997 decreased 1% to 39% when compared with the first six months of 1996.
The Groups' gross margins ranged from 37% to 40% in the first six months of
1997 compared with 38% to 40% during the same period in 1996. Selling,
general and administrative expenses for the first six months of 1997
increased to $54.2 million compared with $53.5 million in the same period
in 1996, but as a percentage of net sales, selling, general and
administrative expenses decreased from 31% for the first six months of 1996
to 30% during the same period in 1997.
7
<PAGE>
The effective income tax rate for the first six months of 1997 was 35%,
an increase of 3% over the prior year period.
New orders for the first six months of 1997 were $202.2 million, compared
with $184.3 million during the same period in 1996. Companywide, backlog
at April 30, 1997 was $149.3 million compared with $114.5 million at
April 30, 1996, an increase of 30%. It is expected that $71.4 million in
backlog will ship after 1997. All orders are subject to cancellation until
delivery.
LIQUIDITY AND CAPITAL RESOURCES
Cash and equivalents on hand at April 30, 1997 totaled $48.6 million, an
increase of $2.2 million from October 31, 1996. Net working capital
increased $11.9 million from $73.4 million at October 31, 1996 to
$85.3 million at April 30, 1997. The net increase in working capital was
attributed to increases in cash, inventory and accounts payable offset by
decreases in accounts receivable and accrued liabilities.
Capital expenditures, consisting of buildings, machinery, equipment and
computers, are anticipated to be approximately $27 million during 1997,
compared with $17.2 million in 1996. Capital expenditures for the six
months ended April 30, 1997 totaled $7.8 million and were primarily
computers, machinery and equipment for the Aerospace/Defense and
Instrumentation Groups.
Total debt at April 30, 1997 decreased slightly from October 31, 1996 to
$40.4 million from $40.9 million. Of the total debt outstanding at
April 30, 1997, $34.3 million was related to the Company's 8.75% Senior
Notes and $6.1 million was outstanding under various foreign currency debt
agreements. There were no borrowings outstanding under the Company's
primary credit facility. An annual principal repayment on the Senior Notes
in the amount of $5.7 million is scheduled to be made on July 30, 1997.
This repayment schedule will continue until the Senior Notes mature on
July 30, 2002.
SUBSEQUENT EVENTS
On May 21, 1997 the Company sold its Angus Electronics subsidiary which was
part of the Instrumentation Group. Angus is a manufacturer of analog and
digital data acquisition and recorder products, and power instruments. This
sale will not have any material effect on the Company's financial position.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" which
supersedes APB Opinion 15 and will require the Company to report earnings
per outstanding share in addition to diluted earnings per share. Diluted
earnings per share under the new standard is not expected to be materially
different from currently reported earnings per share for the Company. The
standard becomes effective for financial statements for both interim and
annual periods ending after December 15, 1997 and early adoption is not
permitted.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
In October 1995, the Company identified irregularities in the allocation of
certain labor charges at its Armtec Defense Products subsidiary and is
participating in the Department of Defense Voluntary Disclosure Program.
Management believes that the eventual outcome of this issue will not have a
material adverse effect on the financial position or future operating
results of the Company.
In addition, the Company has various lawsuits and claims, both offensive
and defensive, and contingent liabilities arising from the conduct of
business, including those associated with Government contracting
activities, none of which, in the opinion of management, is expected to
have a material effect on the Company's financial position or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
At the Company's annual meeting of shareholders held on March 5, 1997,
shareholders approved the following proposals:
(a) The election of the following directors for three-year terms
expiring at the 2000 annual meeting:
Votes Cast
----------------------
Name For Withheld
---- --------- ---------
Gilbert W. Anderson 6,886,910 29,864
Wendell P. Hurlbut 6,888,085 28,689
Malcolm T. Stamper 6,885,210 31,564
Current directors whose terms will continue after the
1997 annual meeting are John F. Clearman, Edwin I. Colodny,
E. John Finn, Robert F. Goldhammer, Jerome J. Meyer and
Paul G. Schloemer.
(b) The approval of the Company's 1997 Stock Option Plan and the
allocation of 400,000 common shares for issue under the
Plan. (6,328,159 votes for, 517,384 votes against and
71,231 votes abstained).
(c) The selection of Deloitte & Touche LLP as independent
auditors for the fiscal year ending October 31, 1997.
(6,896,560 votes for, 5,867 votes against and 14,347 votes
abstained).
There were no broker non-votes on any of the above proposals.
9
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits.
Exhibit
Number Exhibit
------- -------
3.1 Composite Restated Certificate of Incorporation of the
Company as amended by Certificate of Amendment dated
March 14, 1990. (Incorporated by reference to Exhibit 19
to the Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1990.)
3.2 By-laws of the Company, as amended and restated
December 15, 1988. (Incorporated by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1988.)
4.2 Form of Rights Agreement, dated as of December 9, 1992,
between the Company and Chemical Bank, which includes as
Exhibit A thereto the form of Certificate of Designation,
Preferences and Rights of Series A Serial Preferred Stock
and as Exhibit B thereto the form of Rights Certificate.
(Incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed December 17, 1992.)
10.1 Amendment of Lease and Agreement, dated March 11, 1959,
between the City of Torrance, California, and Longren
Aircraft Company, Inc., as original lessee; Lease, dated
July 1, 1959, between the City of Torrance and Aeronca
Manufacturing Corporation, as original lessee; and
Assignment of Ground Lease, dated September 26, 1985, from
Robert G. Harris, as successor lessee under the foregoing
leases, to Excellon Industries, Inc., relating to principal
manufacturing facility of Excellon at 24751 Crenshaw
Boulevard, Torrance, California. (Incorporated by reference
to Exhibit 10.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1986.)
10.4 Industrial Lease dated July 17, 1984 between 901 Dexter
Associates and Korry Electronics Co., First Amendment to
Lease dated May 10, 1985, Second Amendment to Lease dated
June 20, 1986, Third Amendment to Lease dated
September 1, 1987, and Notification of Option Exercise
dated January 7, 1991, relating to the manufacturing
facility of Korry Electronics at 901 Dexter Avenue N.,
Seattle, Washington. (Incorporated by reference to
Exhibit 10.4 to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1991.)
10
<PAGE>
10.4a Fourth Amendment dated July 27, 1994 to Industrial Lease
dated July 17, 1984 between Houg Family Partnership, as
successor to 901 Dexter Associates, and Korry Electronics
Co. (Incorporated by reference to Exhibit 10.4a to the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1994.)
10.5 Industrial Lease dated July 17, 1984 between 801 Dexter
Associates and Korry Electronics Co., First Amendment to
Lease dated May 10, 1985, Second Amendment to Lease dated
June 20, 1986, Third Amendment to Lease dated
September 1, 1987, and Notification of Option Exercise
dated January 7, 1991, relating to the manufacturing
facility of Korry Electronics at 801 Dexter Avenue N.,
Seattle, Washington. (Incorporated by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1991.)
10.5a Fourth Amendment dated March 28, 1994 to Industrial Lease
dated July 17, 1984 between Michael Maloney and the
Bancroft & Maloney general partnership, as successor to
801 Dexter Associates, and Korry Electronics Co.
(Incorporated by reference to Exhibit 10.5a to the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1994.)
10.9 Note Agreement, dated as of July 15, 1992, among Esterline
Technologies Corporation, certain of its subsidiaries, The
Northwestern Mutual Life Insurance Company and New England
Mutual Life Insurance Company relating to 8.75% Senior Notes
due July 30, 2002 of Esterline Technologies Corporation and
certain of its subsidiaries. (Incorporated by reference to
Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q
for the quarter ended July 31, 1992.)
10.9a Amendment to Note Agreement, executed as of
October 31, 1993, to that certain Note Agreement, dated and
effective as of July 15, 1992, among Esterline Technologies
Corporation, certain of its subsidiaries, The Northwestern
Mutual Life Insurance Company and New England Mutual Life
Insurance Company relating to 8.75% Senior Notes due
July 30, 2002 of Esterline Technologies Corporation and
certain of its subsidiaries. (Incorporated by reference to
Exhibit 10.9a to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1993.)
11
<PAGE>
10.10 Compensation of Directors. (Incorporated by reference to
first paragraph under "Other Information as to Directors" in
the definitive form of the Company's Proxy Statement,
relating to its 1997 Annual Meeting of Shareholders to be
held on March 5, 1997, filed with the Securities and
Exchange Commission and the New York Stock Exchange on
January 17, 1997.)
10.21 Credit Agreement executed and effective as of
October 31, 1996 among Esterline Technologies Corporation and
certain of its subsidiaries, various financial institutions
and Bank of America, National Trust and Savings Association,
as Agent. (Incorporated by reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.)
10.22 Real Property Lease and Sublease, dated June 28, 1996,
between 810 Dexter L.L.C. and Korry Electronics Co.
(Incorporated by reference to Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1996.)
10.23 Single Tenant Industrial Lease, dated April 1, 1994, between
G&G 8th Street Partners, Ltd., James and Loralee Cassidy and
Mason Electric Company. (Incorporated by reference to
Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q
for the quarter ended January 31, 1997.)
10.23a Single Tenant Industrial Sublease, dated August 1, 1996,
between Mason Electric Company, Inc. and ME Acquisition Co.
(Incorporated by reference to Exhibit 10.23 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997.)
10.23b Amendment of Lease, Estoppel, and Consent to Sublease, dated
August 6, 1996, between G&G 8th Street Partners, Ltd.,
Mason Electric Company, Inc. and ME Acquisition Co.
(Incorporated by reference to Exhibit 10.23 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997.)
11. Schedule setting forth computation of earnings per common
share for the three and six months ended April 30, 1997
and 1996.
27. Financial data schedule (EDGAR only).
12
<PAGE>
Management Contracts or Compensatory Plans or Arrangements
----------------------------------------------------------
10.13 Amended and Restated 1987 Stock Option Plan. (Incorporated
by reference to Exhibit 10.13 to the Company's Quarterly
Report on Form 10-Q for the quarter ended January 31, 1992.)
10.15 Esterline Corporation Supplemental Retirement Income Plan
for Key Executives. (Incorporated by reference to Exhibit
10.15 to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1989.)
10.16c Esterline Corporation Long-Term Incentive Compensation Plan,
Fiscal Years 1993 through 1996. (Incorporated by reference
to Exhibit 10.16c to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1993.)
10.16d Esterline Corporation Long-Term Incentive Compensation Plan,
Fiscal Years 1994 through 1997. (Incorporated by reference
to Exhibit 10.16d to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1994.)
10.16e Esterline Technologies Corporation Long-Term Incentive
Compensation Plan, Fiscal Years 1995 through 1998.
(Incorporated by reference to Exhibit 10.16e to the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.)
10.16f Esterline Technologies Corporation Long-Term Incentive
Compensation Plan, Fiscal Years 1996 through 1999.
(Incorporated by reference to Exhibit 10.16f to the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.)
10.19 Executive Officer Termination Protection Agreement.
(Incorporated by reference to Exhibit 10.19 to the Company's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1992.)
10.20c Esterline Technologies Corporation Corporate Management
Incentive Compensation Plan for Fiscal Year 1997.
(Incorporated by reference to Exhibit 10.20c to the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.)
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which this report
is filed.
13
<PAGE>
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
(Registrant)
Date: June 16, 1997 By: /s/Robert W. Stevenson
----------------------------
Robert W. Stevenson
Executive Vice President and
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
14
<PAGE>
ESTERLINE TECHNOLOGIES CORPORATION
Quarterly Report on Form 10-Q for the Three Months Ended
April 30, 1997
INDEX TO EXHIBITS
-----------------
Exhibit Page
Number Exhibit Number
- ------- ------- ------
11. Schedule setting forth computation of earnings per common 16
share for the three and six months ended April 30, 1997
and 1996.
27. Financial data schedule (EDGAR only).
15
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
ESTERLINE TECHNOLOGIES CORPORATION
Computation of Earnings Per Common Share
For the Three and Six Months Ended April 30, 1997 and 1996
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
April 30, April 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
Primary Basis
- -------------
<S> <C> <C> <C> <C>
Net Earnings $ 6,602 $ 6,195 $ 10,361 $ 9,544
=========== =========== =========== ===========
Average Number of Common Shares
Outstanding 8,529 8,010 8,521 7,429
Net Shares Assumed to be Issued
for Stock Options 237 259 240 260
----------- ----------- ----------- -----------
Total average common shares
on a primary basis 8,766 8,269 8,761 7,689
=========== =========== =========== ===========
Net Earnings per Common
Share - Primary Basis $ .75 $ .75 $ 1.18 $ 1.24
=========== =========== =========== ===========
Fully Diluted Basis
- -------------------
Net Earnings $ 6,602 $ 6,195 $ 10,361 $ 9,544
=========== =========== =========== ===========
Average Number of Common Shares
Outstanding 8,529 8,010 8,521 7,429
Net Shares Assumed to be Issued
for Stock Options 251 263 260 263
----------- ----------- ----------- -----------
Total average common shares
on a fully diluted basis 8,780 8,273 8,781 7,692
=========== =========== =========== ===========
Net Earnings per Common
Share - Fully Diluted Basis $ .75 $ .75 $ 1.18 $ 1.24
=========== =========== =========== ===========
Net Earnings per Common
Share - Primary Basis $ .75 $ .75 $ 1.18 $ 1.24
=========== =========== =========== ===========
Dilutive Effect per Common Share $ None $ None $ None $ None
=========== =========== =========== ===========
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> The Schedule Contains Summary Financial
Information Extracted From the Esterline
Technologies Corporation Consolidated
Balance Sheets at April 30, 1997 and the
Related Consolidated Statements of
Operations for the Six Months then Ended
and is Qualified in its Entirety by
Reference to Such Financial Statements.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> APR-30-1997
<PERIOD-TYPE> 6-MOS
<CASH> 48,638
<SECURITIES> 0
<RECEIVABLES> 64,882
<ALLOWANCES> 2,810
<INVENTORY> 52,813
<CURRENT-ASSETS> 181,391
<PP&E> 169,048
<DEPRECIATION> 115,166
<TOTAL-ASSETS> 275,489
<CURRENT-LIABILITIES> 96,064
<BONDS> 28,809
0
0
<COMMON> 1,707
<OTHER-SE> 148,909
<TOTAL-LIABILITY-AND-EQUITY> 275,489
<SALES> 180,149
<TOTAL-REVENUES> 180,149
<CGS> 109,340
<TOTAL-COSTS> 109,340
<OTHER-EXPENSES> 54,191
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 794
<INCOME-PRETAX> 15,824
<INCOME-TAX> 5,463
<INCOME-CONTINUING> 10,361
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,361
<EPS-PRIMARY> 1.18
<EPS-DILUTED> 1.18
</TABLE>
