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): November 12, 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)
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, November 12, 2008, the Registrant is issuing a press release (furnished
herewith as Exhibit 99.1 to this report) announcing its fiscal year 2008 fourth
quarter and full year 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 2008 fourth quarter and full year 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 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", "EPS-Adjusted Basis", and "EBITDA".
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 defines "EBITDA" as earnings before interest,
taxes, depreciation and amortization from continuing operations. 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's management believes
using "EPS - Adjusted Basis" and "EBITDA" as financial measures is important for
management and investors to understand the Company's operations and its ability
to service its debt.
The press release refers to 2008 "EPS-Adjusted Basis" which is "EPS-GAAP basis"
from continuing operations adjusted for "intangible asset amortization and
inventory step-up" exclusive of pre-tax intangible asset amortization expense
related to TWACS NG software, purchase accounting intangible amortization
related to the Registrant's acquisitions within the past three years and the
expense related to the purchase accounting step-up of Doble Engineering Company
(Doble) inventory. The press release refers to expected 2009 "EPS-Adjusted
Basis" which is "EPS- GAAP Basis" adjusted for "intangible asset amortization,
inventory step-up and non-recurring facility charges" exclusive of pre-tax
intangible asset amortization expense related to TWACS NG software, purchase
accounting intangible amortization related to the Registrant's acquisitions
within the past three years, the expense related to the purchase accounting
step-up of Doble inventory and the non-recurring Aclara RF facility relocation
costs.
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 November 12, 2008
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: November 12, 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 November 12, 2008