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 9, 2005
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.)
8888 Ladue Road, Suite 200, St. Louis, Missouri 63124-2056
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 314-213-7200
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Today, August 9, 2005, the Registrant is issuing a press release (Exhibit 99.1
to this report) announcing its fiscal 2005 third quarter financial and operating
results and also the declaration by its Board of a two-for-one split of the
Registrant's common stock. See Item 7.01, Regulation FD Disclosure below.
ITEM 7.01. REGULATION FD DISCLOSURE
Today, the Registrant is issuing a press release announcing its fiscal 2005
third quarter financial and operating results and also the declaration by its
Board of a two-for-one split of the Registrant's common stock. This press
release is furnished herewith as Exhibit 99.1 and 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 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 "operational" net earnings,
earnings per share and results of operations, as well as "EBIT from continuing
operations," "EBIT margin," "operational" EBIT margin, "free cash flow from
continuing operations" and Filtration segment "operational" EBIT.
The Registrant defines "operational" net earnings, earnings per share, and
results of operations as net earnings, earnings per share, and results of
operations in accordance with GAAP, except for the exclusion of (i) exit costs
and severance charges related to the shutdown and relocation of the Filtration
segment Puerto Rico facility recorded in fiscal 2004, and (ii) the results of
operations from the MicroSep businesses which were divested in fiscal 2004 and
are shown as "discontinued operations" in fiscal 2004. The Registrant's
management uses these "operational" results in evaluating the measures of
continuing operations of the Registrant and believes that this information
provides investors with additional insight into the period over period financial
performance of the Registrant.
The Registrant defines "EBIT from continuing operations" as earnings from
continuing operations before interest and taxes. The Registrant defines "EBIT
margin" as EBIT from continuing operations as a percent of net sales. The
Registrant's management evaluates the performance of its operating segments
based on EBIT from continuing operations and EBIT margin, and believes that EBIT
from continuing operations 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 from continuing operations is
also one of the measures used by management in determining resource allocations
within the Registrant and incentive compensation.
The Registrant defines "Free cash flow" from continuing operations as net cash
provided by operating activities from continuing operations less capital
expenditures from continuing operations. The Registrant's management believes
that free cash flow from continuing operations is useful to investors and
management as a supplemental financial measurement in the evaluation of the
Registrant's business and believes that free cash flow may provide additional
information with respect to the Registrant's ability to meet its future debt
service, capital expenditures and working capital requirements. Free cash flow
can also be reinvested in the Registrant for future growth.
The Registrant defines Filtration segment "operational" EBIT as segment EBIT,
excluding the costs related to the shutdown of the Puerto Rico facility.
The presentation of the information described above is intended to supplement
investor' 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, cash flows, financial position,
comprehensive income (loss), or any other measure as determined in accordance
with GAAP.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated August 9, 2005
OTHER MATTERS
The information contained in this report, 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 9, 2005 By: /s/G.E. Muenster
G.E. Muenster
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press release dated August 9, 2005