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
Date of Report (Date of earliest event reported): August 4, 2009
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
Missouri 1-10596 43-1554045
(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) Identification No.)
9900A Clayton Road, St. Louis, Missouri 63124-1186
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 314-213-7200
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 communications 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 240.113d-4 (c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Today, August 4, 2009, the Registrant is issuing a press release (furnished
herewith as Exhibit 99.1 to this report) announcing its fiscal year 2009 third
quarter financial and operating results. See Item 7.01, Regulation FD Disclosure
below.
ITEM 7.01 REGULATION FD DISCLOSURE
Today, the Registrant is issuing a press release (Exhibit 99.1) announcing its
fiscal year 2009 third quarter financial and operating results. The Registrant
will conduct a related Webcast conference call today at 4:00 p.m. central time.
This press release will be posted on the Registrant's web site located at
http://www.escotechnologies.com. It can be viewed through the "Investor
Relations" page of the web site under the tab "Press Releases", although the
Registrant reserves the right to discontinue that availability at any time.
NON-GAAP FINANCIAL MEASURES
The press release furnished herewith as Exhibit 99.1 contains financial measures
and financial terms not calculated in accordance with generally accepted
accounting principles in the United States of America ("GAAP") in order to
provide investors and management with an alternative method for assessing the
Registrant's operating results in a manner that is focused on the performance of
the Registrant's ongoing operations. The Registrant has provided definitions
below for the non-GAAP financial measures utilized in the press release,
together with an explanation of why management uses these measures, and why
management believes that these non-GAAP financial measures are useful to
investors. The press release uses the non-GAAP financial measures of EBIT, EBIT
margin, "operational" EPS, USG segment "operational" EBIT, EPS-"Operational"
Basis and EPS-Adjusted Basis.
The Registrant defines EBIT as earnings before interest and taxes from
continuing operations. The Registrant defines EBIT margin as EBIT as a percent
of net sales. The Registrant's management evaluates the performance of its
operating segments based on EBIT and EBIT margin, and believes that EBIT and
EBIT margin are useful to investors to demonstrate the operational profitability
of the Registrant's business segments by excluding interest and taxes, which are
generally accounted for across the entire Registrant on a consolidated basis.
EBIT is also one of the measures used by management in determining resource
allocations within the Registrant and incentive compensation. The Registrant
defines each of "operational" EPS and EPS-"Operational" Basis as EPS-GAAP
exclusive of Aclara RF facility exit/relocation costs. The Registrant defines
USG segment "operational" EBIT as Utility Solutions Group EBIT exclusive of
Aclara RF facility exit/relocation costs. The Registrant defines EPS-Adjusted
Basis as EPS-GAAP exclusive of pre-tax intangible asset amortization expense
related to TWACS NG software, purchase accounting intangible asset amortization
related to the Registrant's acquisitions within the past three years, the
expense related to the purchase accounting step-up of Doble Engineering Company
inventory, and the Aclara RF facility exit/relocation costs.
The Registrant's management believes using "operational" EPS, USG segment
"operational" EBIT, EPS-"Operational" Basis and EPS-Adjusted Basis as financial
measures is important for management and investors to understand the Company's
operations and its ability to service its debt. The Registrant believes that the
presentation of these operational measures provides important supplemental
information to management and investors regarding financial and business trends
relating to the Registrant's financial condition and results of operations. The
Registrant's management believes that these measures provide an alternative
method for assessing the Registrant's expected future performance that is useful
because they facilitate comparisons with other companies in the Utility
Solutions Group segment industry, many of which use similar non-GAAP financial
measures to supplement their GAAP results. The Registrant provides this
information to investors to enable them to perform additional analyses of
present and future operating performance, compare the Registrant to other
companies, and evaluate the Registrant's ongoing financial operations.
The presentation of the information described above is intended to supplement
investors' understanding of the Registrant's operating performance. The
Registrant's non-GAAP financial measures may not be comparable to other
companies' non-GAAP financial performance measures. Furthermore, these measures
are not intended to replace net earnings (loss), cash flows, financial position,
comprehensive income (loss), or any other measure as determined in accordance
with GAAP.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated August 4, 2009
OTHER MATTERS
The information in this report furnished pursuant to Item 2.02 and Item 7.01,
including Exhibit 99.1, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 as amended ("Exchange Act") or
otherwise subject to the liabilities of that section, unless the Registrant
incorporates it by reference into a filing under the Securities Act of 1933 as
amended or the Exchange Act.
SIGNATURE
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.
ESCO TECHNOLOGIES INC.
Dated: August 4, 2009 By: /s/ G.E. Muenster
G.E. Muenster
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press Release dated August 4, 2009