Exhibit 99.4
Unaudited Pro Forma Consolidated Statement of Operations for the year ended September 30, 2007
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| | ESCO | | | Less: Filters | | | Add: Doble | | | Pro Forma | | | ESCO | |
(In thousands, except per share data) | | Historical | | | Business (1) | | | Historical (2) | | | Adjs | | | Pro Forma | |
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Net Sales | | $ | 527,537 | | | | (82,833 | ) | | | 79,502 | | | | | | | | 524,206 | |
Cost and Expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of sales | | | 349,891 | | | | (67,295 | ) | | | 28,601 | | | | | | | | 311,197 | |
SG&A | | | 122,502 | | | | (10,892 | ) | | | 28,332 | | | | (915 | ) (3) | | | 139,027 | |
Amortization of intangible assets | | | 10,705 | | | | (462 | ) | | | 0 | | | | 3,459 | (4) | | | 13,702 | |
Interest expense (income) | | | (744 | ) | | | 145 | | | | (528 | ) | | | 12,100 | (5) | | | 10,973 | |
Other expenses, (income) net | | | 2,455 | | | | 360 | | | | (1,271 | ) | | | | | | | 1,544 | |
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Total costs and expenses | | | 484,809 | | | | (78,144 | ) | | | 55,134 | | | | 14,644 | | | | 476,443 | |
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Earnings before income taxes | | | 42,728 | | | | (4,689 | ) | | | 24,368 | | | | (14,644 | ) | | | 47,763 | |
Income taxes | | | 9,015 | | | | (1,382 | ) | | | 8,099 | | | | (5,442 | ) (6) | | | 10,290 | |
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Net earnings | | $ | 33,713 | | | | (3,307 | ) | | | 16,269 | | | | (9,202 | ) | | | 37,473 | |
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Earnings per share: | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 1.30 | | | | | | | | | | | | | | | $ | 1.45 | |
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Diluted | | $ | 1.28 | | | | | | | | | | | | | | | $ | 1.42 | |
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Average common shares outstanding: | | | | | | | | | | | | | | | | | | | | |
Basic | | | 25,865 | | | | | | | | | | | | | | | | 25,865 | |
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Diluted | | | 26,387 | | | | | | | | | | | | | | | | 26,387 | |
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Footnotes to Exhibit 99.4: Unaudited Pro Forma Consolidated Statement of Operations for the year ended September 30, 2007 (Dollars in thousands)
| (1) | | Excludes the Filtertek business which was sold on November 25, 2007 and reflected as a discontinued operation effective in the three months ended December 31, 2007. |
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| (2) | | Includes the results of operations of Doble for its fourth fiscal quarter ended December 31, 2006 and its first three fiscal quarters of fiscal year 2007. |
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| (3) | | To adjust Doble’s historical selling, general and administrative expenses to exclude $915 of non-recurring transaction related expenses. |
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| (4) | | To record amortization expense of $3,459 for the estimated identifiable intangible assets from the acquisition of Doble by the Registrant. The preliminary estimated identifiable intangible assets and their related estimated useful lives are as follows: |
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| | | | | | Estimated | |
| | | | | | Useful Life | |
(Dollars in thousands) | | Fair Value | | | (in years) | |
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Identifiable intangible assets: | | | | | | | | |
Trade names | | $ | 75,720 | | | indefinite |
Customer relationships | | | 54,210 | | | 20 |
Software and databases | | | 3,740 | | | 5 |
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Total identifiable intangible assets | | $ | 133,670 | | | | | |
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| (5) | | To record interest expense of $11,500 related to borrowings under the Registrant’s revolving credit facility to finance the acquisition at a weighted average interest rate of 4.6%. The Registrant has an interest rate swap on $175 million of the outstanding debt at 4% plus a spread of 75-100 bps. The remaining outstanding debt is at 3.30% plus a spread of 75-100 bps. Also, includes $600 of amortization of the debt issuance costs in connection with the Registrant’s new credit facility. |
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| (6) | | To record the tax impact of $5,442 of the pro forma adjustments at an effective tax rate of 37.2%. |