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): May 6, 2008
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)
Registrants 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, May 6, 2008, the Registrant is issuing a press release (furnished
herewith as Exhibit 99.1 to this report) announcing its fiscal year 2008 second
quarter financial and operating results. See Item 7.01, Regulation FD Disclosure
below.
ITEM 7.01 REGULATION FD DISCLOSURE
Today, the Registrant is issuing (i) a press release (Exhibit 99.1) announcing
its fiscal year 2008 second quarter financial and operating results, and (ii) a
second press release (Exhibit 99.2) announcing that in April 2008 Pacific Gas
and Electric Company (PG&E) placed follow-on orders totaling $11.1 million for
additional Aclara advanced metering infrastructure (AMI) products. 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 website
located at http://www.escotechnologies.com. It can be viewed through the
"Investor Relations" page of the website 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" and expected 2008 "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 press release refers to expected 2008 "EPS-Adjusted Basis" and EPS from
continuing operations adjusted for "software and purchase accounting
amortization" exclusive of pre-tax intangible asset amortization expense related
to TWACS NG software, purchase accounting intangible assets related to the
Registrant's recent acquisitions and the expense related to the purchase
accounting step-up of Doble Engineering Company inventory. The Registrant
believes that the presentation of these operational measures provides important
supplemental information to 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 8.01 Other Events
Today, the Registrant is issuing a second press release (furnished herewith as
Exhibit 99.2 to this report) announcing that in April 2008 PG&E placed follow-on
orders totaling $11.1 million for additional Aclara AMI products. See Item 7.01,
Regulation FD Disclosure above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated May 6, 2008
99.2 Press Release dated May 6, 2008
OTHER MATTERS
The information in this report furnished pursuant to Item 2.02 and Item 7.01,
including Exhibit 99.1 and Exhibit 99.2, 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: May 6, 2008 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 May 6, 2008
99.2 Press Release dated May 6, 2008