UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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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): February 4,
2010
ESCO
TECHNOLOGIES INC.
(Exact
Name of Registrant as Specified in Charter)
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Missouri
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1-10596
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43-1554045
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(State
or Other
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(Commission
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(I.R.S.
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
No.)
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9900A
Clayton Road, St. Louis, Missouri
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63124-1186
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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,
February 4, 2010, the Registrant is issuing a press release (furnished herewith
as Exhibit 99.1 to this report) announcing its fiscal year 2010 first 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 2010 first 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 the financial measure
“EBIT”, which is 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 defines EBIT as earnings before interest and taxes from continuing
operations. The Registrant’s management evaluates the performance of
its operating segments based in part on EBIT, and believes that EBIT is 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 believes that the presentation of EBIT 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 the use of EBIT
provides an alternative method for assessing the Registrant’s expected future
performance that is useful because it facilitates 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 measure may not be comparable to other
companies’ non-GAAP financial performance measures. Furthermore, the use of EBIT
is 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
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Exhibit
No.
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Description
of Exhibit
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99.1
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Press
Release dated February 4, 2010
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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.
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ESCO
TECHNOLOGIES INC.
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Dated: February
4, 2010
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By: /s/
G.E. Muenster
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G.E.
Muenster
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Executive Vice President
and
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Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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99.1
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Press
Release dated February 4, 2010
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