SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______ COMMISSION FILE
NUMBER 1-10596
ESCO TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1554045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8888 LADUE ROAD, SUITE 200 63124-2090
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:(314) 213-7200
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of shares of the registrant's stock outstanding at January 31, 2002
was 12,437,288.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended
December 31,___
2001 2000
Net sales $84,336 82,871
Costs and expenses:
Cost of sales 57,457 57,626
Selling, general and administrative 18,753 16,765
expenses
Interest expense 51 81
Other, net 315 1,911
Total costs and expenses 76,576 76,383
Earnings before income taxes 7,760 6,488
Income tax expense 2,988 2,510
Net earnings $ 4,772 3,978
Earnings per share:
Net earnings - Basic $ .38 .32
-Diluted .37 .31
See accompanying notes to consolidated financial statements.
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31, September 30,
2001 2001
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 18,223 14,506
Accounts receivable, less allowance for
doubtful
accounts of $1,110 and $1,122, respectively 64,671 61,351
Costs and estimated earnings on long-term
contracts, less progress billings of
$24,037 and $21,913, respectively 3,356 6,637
Inventories 49,174 48,167
Other current assets 21,058 20,769
Total current assets 156,482 151,430
Property, plant and equipment, at cost 110,405 107,940
Less accumulated depreciation and amortization 45,010 42,902
Net property, plant and equipment 65,395 65,038
Goodwill, less accumulated amortization
of $12,674 and $12,674, respectively 101,646 102,163
Deferred tax assets 37,155 38,573
Other assets 16,907 18,373
$ 377,585 375,577
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current
maturities of long-term debt $ 80 122
Accounts payable 34,436 35,180
Advance payments on long-term contracts, less
costs incurred of $2,885 and $809, respectively 1,400 1,534
Accrued expenses and other current liabilities 26,062 27,233
Total current liabilities 61,978 64,069
Other liabilities 15,913 15,890
Long-term debt 8,322 8,338
Total liabilities 86,213 88,297
Commitments and contingencies -- --
Shareholders' equity:
Preferred stock, par value $.01 per share,
authorized 10,000,000 shares -- --
Common stock, par value $.01 per share,
authorized 50,000,000 shares; issued 13,427,614 and
13,409,934 shares, respectively 134 132
Additional paid-in capital 207,021 206,282
Retained earnings since elimination of
deficit at September 30, 1993 104,421 99,649
Accumulated other comprehensive loss (7,499) (6,518)
304,077 299,547
Less treasury stock, at cost: 1,003,846
and 985,469 common shares, respectively (12,705) (12,267)
Total shareholders' equity 291,372 287,280
$ 377,585 375,577
See accompanying notes to consolidated financial statements.
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended
December 31,
2001 2000
Cash flows from operating activities:
Net earnings $ 4,772 3,978
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation and amortization 3,265 3,850
Changes in operating working capital (3,386) (1,570)
Deferred taxes 1,418 (20)
Other 1,394 (834)
Net cash provided by operating activities 7,463 5,404
Cash flows from investing activities:
Capital expenditures (3,261) (1,533)
Net cash used by investing activities (3,261) (1,533)
Cash flows from financing activities:
Net decrease in short-term borrowings (12) (1,000)
Proceeds from long-term debt 45 -
Principal payments on long-term debt (92) 7
Purchases of common stock into treasury (456) (266)
Other 30 13
Net cash used by financing activities (485) (1,246)
Net increase in cash and cash equivalents 3,717 2,625
Cash and cash equivalents, beginning of period 14,506 5,620
Cash and cash equivalents, end of period $18,223 8,245
See accompanying notes to consolidated financial statements.
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements, in the opinion of
management, include all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the results for the interim
periods presented. The consolidated financial statements are presented in
accordance with the requirements of Form 10-Q and consequently do not
include all the disclosures required by accounting principles generally
accepted in the United States of America (GAAP). For further information
refer to the consolidated financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended September
30, 2001. Certain prior year amounts have been reclassified to conform to
the fiscal 2002 presentation.
The results for the three month period ended December 31, 2001 are not
necessarily indicative of the results for the entire 2002 fiscal year.
2. GOODWILL AND OTHER INTANGIBLE ASSETS- ADOPTION
OF SFAS NO. 142
Management adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 142 Goodwill and Other Intangible Assets effective
October 1, 2001, the beginning of the Company's fiscal year. SFAS No. 142
requires that goodwill and intangible assets with indefinite useful lives
no longer be amortized, but instead tested for impairment at least annually
in accordance with the provisions of SFAS No. 142. SFAS No. 142 also
requires that intangible assets with definite useful lives be amortized
over their respective estimated useful lives to their estimated residual
values, and reviewed for impairment in accordance with SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. In addition, to the extent an intangible asset is
identified as having an indefinite useful life, the Company is required to
test the intangible asset for impairment in accordance with the provisions
of SFAS No. 142. Any impairment loss will be measured as of the date of
adoption and recognized as the cumulative effect of a change in accounting
principle. No impairment loss was recorded upon the adoption of SFAS No.
142.
The following table presents a reconciliation of net earnings for the three
months ended December 31, 2000, as restated, to reflect the removal of
goodwill amortization in accordance with SFAS No. 142, to be used for
comparison purposes with the three months ended December 31, 2001. (Dollars
in thousands, except per share amounts)
Three Months Ended
December 31, 2000
$3,978
Reported net earnings
Add back: Goodwill amortization, net of tax 510
Adjusted net earnings $4,488
Earnings per share - Basic:
As Reported $ .32
Goodwill amortization .05
Adjusted $ .37
Earnings per share - Diluted:
As Reported $ .31
Goodwill amortization .04
Adjusted $ .35
3. EARNINGS PER SHARE (EPS)
Basic EPS is calculated using the weighted average number of common shares
outstanding during the period. Diluted EPS is calculated using the weighted
average number of common shares outstanding during the period plus shares
issuable upon the assumed exercise of dilutive common share options and
performance shares by using the treasury stock method. The number of shares
used in the calculation of earnings per share for each period presented is
as follows (in thousands):
Three Months Ended
December 31,
2001 2000
Weighted Average Shares Outstanding - Basic 12,415 12,291
Dilutive Options and Performance Shares 496 389
Adjusted Shares- Diluted 12,911 12,680
For the three month period ended December 31, 2001, there were no options
outstanding where the exercise price was greater than the average market
price of the common shares. Options to purchase approximately 15,500 shares
of common stock at a price of $19.22 per share were outstanding during the
three month period ended December 31, 2000, but were not included in the
computation of diluted EPS because the options' exercise price was greater
than the average market price of the common shares. These options expire in
various periods through 2011. Approximately 153,000 and zero performance
shares were outstanding but unearned at December 31, 2001 and 2000,
respectively, and therefore, were not included in the respective
computation of diluted EPS.
4. INVENTORIES
Inventories consist of the following (in thousands):
December 31, September 30,
2001 2001
Finished goods $ 11,260 12,065
Work in process, including long-
term contracts 16,842 17,089
Raw materials 21,072 19,013
Total inventories $ 49,174 48,167
5. COMPREHENSIVE INCOME
Comprehensive income for the three-month periods ended December 31, 2001
and 2000 was $3.8 million and $4.2 million, respectively. The Company's
comprehensive income is impacted by foreign currency translation
adjustments of $1.3 million offset by changes in fair value of the
Company's interest rate swaps designated as a cash flow hedge of $0.3
million, discussed below in Item 3.
6. BUSINESS SEGMENT INFORMATION
The Company is organized based on the products and services that it offers.
Under this organizational structure, the Company operates in four segments:
Filtration/Fluid Flow, Test, Communications and Other.
Effective October 1, 2001, the Company adopted the provisions of SFAS No.
142. In conjunction with the adoption of SFAS No. 142, and to reflect the
change in the manner in which management evaluates and measures the
performance of its operating segments, the Company has changed its segment
reporting financial disclosures from "Net Sales and Operating Profit" to
"Net Sales and EBIT". EBIT is defined as: Earnings Before Interest and
Taxes.
($ in millions) Three Months ended
December 31,
NET SALES 2001 2000
Filtration/Fluid Flow $ 44.4 44.2
Test 17.8 21.7
Communications 19.3 14.3
Other 2.8 2.7
Consolidated totals $ 84.3 82.9
EBIT
Filtration/Fluid Flow $ 2.3 2.0 (2)
Test 1.4 2.1 (3)
Communications 4.4 3.5
Other (.3) (1.0) (4)
Consolidated totals $ 7.8 (1) 6.6
(1) The three month period ended December 31, 2001 excludes goodwill
amortization in accordance with the adoption of SFAS No. 142.
(2) The three month period ended December 31, 2000 includes $0.5 million of
goodwill amortization.
(3) The three month period ended December 31, 2000 includes $0.4 million of
goodwill amortization.
(4) The amount for the three month period ended December 31, 2000 consisted
of $0.3 million related to Rantec and ($1.3) million related to
unallocated corporate operating charges, which includes ($0.3) million
of charges related to termination costs in Brazil and includes ($0.4)
million of corporate litigation costs related to the Filtration/Fluid
flow segment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION RESULTS OF OPERATIONS
NET SALES
Net sales were $84.3 million and $82.9 million for the first quarter of
fiscal 2002 and 2001, respectively. The largest increase was in the Company's
Communications segment, resulting from significantly higher shipments of
Automatic Meter Reading (AMR) equipment to electric utility cooperatives
(Co-ops) and Wisconsin Public Service Corporation (WPS).
FILTRATION/FLUID FLOW
Net sales were $44.4 million and $44.2 million for the first quarter of
fiscal 2002 and 2001, respectively. Sales increased slightly during the first
quarter of fiscal 2002 as a result of the contribution from Bea Filtri S.p.A.
(Bea), acquired in June 2001, which contributed approximately $2.8 million of
net sales in the first quarter of fiscal 2002, partially offset by lower sales
in the commercial aerospace, automotive and semiconductor markets, which
continue to experience economic softness.
TEST
Net sales were $17.8 million and $21.7 million for the first quarter of
fiscal 2002 and 2001, respectively. The sales decrease in the first quarter of
fiscal 2002 as compared to the prior year period is mainly due to the prior year
substantial completion of the General Motors test chamber complex, which
contributed $2.1 million of net sales and $0.5 million of gross profit in the
first quarter of fiscal 2001 as compared to $0.2 million of net sales and $0.03
million of gross profit in fiscal 2002, and continued softness in the overall
electronics and telecommunications markets. Sales of the Company's Magnetic
Resonance Imaging (MRI) products continued to increase in the first quarter of
fiscal 2002 due to the growing health care market.
COMMUNICATIONS
For the first quarter of fiscal 2002, net sales of $19.3 million were $5.0
million, or 34.8% higher than the $14.3 million of net sales recorded in the
first quarter of fiscal 2001. The increase is the result of significantly higher
shipments of AMR equipment to electric utility cooperatives (Co-ops) and WPS.
OTHER
Net sales were $2.8 million in the first quarter of fiscal 2002 and $2.7
million in the same period of fiscal 2001. The Other segment represents the net
sales of Rantec Power Systems (Rantec).
ORDERS AND BACKLOG
Firm order backlog was $202.0 million at December 31, 2001, compared with
$180.1 million at September 30, 2001. Orders totaling $106.2 million were
received in the first quarter of fiscal 2002. Approximately $46.1 million of new
orders in the first quarter of fiscal 2002 related to Filtration/Fluid Flow
products, $17.9 million related to Test products, and $39.0 million related to
Communications products. Subsequent to the quarter-end, on February 4, 2002, the
Company received a $112 million contract from PPL Electric Utilities
Corporation, a subsidiary of PPL Corporation, for an automated meter reading
system. The project is scheduled for completion at the end of calendar year
2004.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (SG&A) expenses for the first quarter
of fiscal 2002 were $18.8 million, or 22.2% of net sales, compared with $16.8
million, or 20.2% of net sales for the prior year period. The increase in SG&A
spending in the first quarter of 2002 is mainly due to the Bea acquisition,
which contributed approximately $0.8 million of SG&A expenses in the first
quarter of fiscal 2002, and additional investments in research and development,
engineering, and marketing within the Communications segment to enhance new
product development efforts and market expansion opportunities.
OTHER COSTS AND EXPENSES, NET
Other costs and expenses, net, were $0.3 million for the quarter ended
December 31, 2001 compared to $1.9 million for the prior year quarter. The first
quarter of fiscal 2002 excludes goodwill amortization in accordance with the
adoption of SFAS No. 142, while the first quarter of fiscal 2001 included
goodwill amortization of $0.9 million.
Principal components of the amount for the first quarter of fiscal 2002
include $0.3 million of amortization of intangible assets, primarily patents,
and $0.3 million of ongoing facility consolidation costs related to
Filtration/Fluid Flow, offset by a $0.4 million gain from insurance proceeds
related to a former subsidiary. Principal components of the amount for the first
quarter of fiscal 2001 include $0.9 million of goodwill amortization, $0.3
million of amortization of intangible assets and $0.3 million of moving expenses
related to the West Coast Filtration/Fluid Flow operations.
EBIT
During fiscal 2002, Management began evaluating the performance of its
operating segments based on EBIT, which the Company defines as: earnings before
interest and taxes. EBIT increased $1.2 million to $7.8 million (9.3% of net
sales) for the first quarter of fiscal 2002 from EBIT of $6.6 million (7.9% of
net sales) for the first quarter of fiscal 2001. The prior year quarter included
goodwill amortization of approximately $0.9 million. Excluding the amortization
of goodwill from the first quarter of fiscal 2001's results, EBIT would have
been $7.5 million (9.0% of net sales).
FILTRATION/FLUID FLOW
EBIT increased $0.3 million to $2.3 million for the first quarter of fiscal
2002 from $2.0 million for the first quarter of fiscal 2001. The prior year
period included goodwill amortization of $0.5 million. Excluding the goodwill
amortization, EBIT for the first quarter of fiscal 2001 would have been $2.5
million. The current year was adversely impacted by the softening of the
commercial aerospace, automotive and semiconductor markets and investments in
new product development and market expansion opportunities, primarily in
microfiltration.
TEST
EBIT was $1.4 million and $2.1 million in the first quarter of fiscal 2002
and 2001, respectively. The prior year period included goodwill amortization of
$0.4 million. Excluding the goodwill amortization, EBIT for the first quarter of
fiscal 2001 would have been $2.5 million. The decline in EBIT in the first
quarter of fiscal 2002 as compared to the prior year period is mainly due to the
substantial completion of the General Motors test chamber complex in fiscal 2001
and the continued softness in the electronics and telecommunications markets.
COMMUNICATIONS
First quarter EBIT of $4.4 million in fiscal 2002 was $0.9 million or 24.3%
higher than the $3.5 million of EBIT in the first quarter of fiscal 2001. The
increase in EBIT is the result of significantly higher shipments of AMR
equipment. There was no impact on the Communications segment as a result of
adopting the provisions of SFAS No. 142.
OTHER
EBIT was ($0.3) million and ($1.0) million for the three month periods
ended December 31, 2001 and 2000, respectively. The amount for the three month
period ended December 31, 2001 consisted of $0.2 million related to Rantec and
($0.5) million related to unallocated corporate operating charges. The amount
for the three month period ended December 31, 2000 consisted of $0.3 million
related to Rantec and ($1.3) million related to unallocated corporate operating
charges, which includes ($0.3) million of charges related to termination costs
in Brazil and includes ($0.4) million of corporate litigation costs related to
the Filtration/Fluid Flow segment.
INTEREST EXPENSE (INCOME)
Interest expense, net, was approximately $0.1 million for both the three
month periods ended December 31, 2001 and 2000, respectively.
INCOME TAX EXPENSE
The first quarter fiscal 2002 effective income tax rate was 38.5% compared
to 38.7% in the first quarter of fiscal 2001. Management estimates the annual
effective tax rate for fiscal 2002 to be approximately 39%.
FINANCIAL CONDITION
Working capital increased to $94.5 million at December 31, 2001 from $87.4
million at September 30, 2001. During the first quarter of fiscal 2002, total
current assets increased by $5.1 million, of which cash and cash equivalents
increased by $3.7 million. In addition, accounts payable and accrued expenses
decreased by $1.9 million primarily due to the timing of payments.
Net cash provided by operating activities was $7.5 million in the first
three months of fiscal 2002 compared to net cash provided by operating
activities of $5.4 million in the same period of fiscal 2001.
Cash flow from operations and borrowings under the bank credit facility are
expected to provide adequate resources to meet the Company's capital
requirements and operational needs for the foreseeable future.
Capital expenditures were $3.3 million in the first three months of fiscal
2002 compared with $1.5 million in the comparable period of fiscal 2001. Major
expenditures in the current period included manufacturing automation equipment
used in the Filtration / Fluid Flow businesses.
The Company has a $31.5 million obligation under a synthetic lease facility
arranged by Bank of America. For GAAP purposes, this is accounted for as an
operating lease. This obligation is secured by leases of three manufacturing
locations, two of which are located in Oxnard, CA and the other in Cedar Park,
TX, as well as a $10.6 million letter of credit issued under the $75 million
credit facility. The leases expire on December 29, 2005 at which time the
Company will be required to extend the leases, purchase the properties for $31.5
million, or refinance the obligation.
On February 8, 2001, the Company approved a stock repurchase program. Under
this program, the Company is authorized to purchase up to 1.3 million shares of
its common stock in the open market, subject to market conditions and other
factors, through September 30, 2003. The Company repurchased 20,000 shares
during the first quarter of fiscal 2002.
The Company continues to explore consolidation opportunities within its
existing businesses which could improve future earnings and enhance the
Company's competitive position. The Company will also continue to look for
acquisitions that offer complementary products and/or new technologies.
FORWARD LOOKING STATEMENTS
Statements in this report that are not strictly historical are "forward
looking" statements within the meaning of the safe harbor provisions of the
federal securities laws. Forward looking statements include those relating to
estimated income tax expense and the Company's capital requirements and
operational needs for the foreseeable future. Investors are cautioned that such
statements are only predictions, and speak only as of the date of this report.
The Company's actual results in the future may differ materially from those
projected in the forward-looking statements due to risks and uncertainties that
exist in the Company's operations and business environment including, but not
limited to: further weakening of economic conditions in served markets; changes
in customer demands or customer insolvencies; electricity shortages;
competition; intellectual property rights; consolidation of internal operations;
integration of recently acquired businesses; delivery delays or defaults by
customers; performance issues with key suppliers and subcontractors; collective
bargaining labor disputes; and the Company's successful execution of internal
operating plans.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risks relating to the Company's operations result primarily from
changes in interest rates and changes in foreign currency exchange rates. The
Company has interest rate exposure relating to floating rate lease obligations
and, accordingly, during 2001, the Company entered into two interest rate swaps
totaling approximately $30 million to mitigate this exposure. These interest
rate swaps relate to an operating lease obligation under its synthetic lease
facility, which is arranged by Bank of America. The interest rate swaps are for
$23.6 million and $6.5 million and effectively fix the interest rates on the
underlying lease obligations at 6.78% and 5.49%, respectively. These lease
obligations and their related interest rate swaps expire on December 29, 2005.
In addition, the Company has interest rate exposure of approximately $4 million
relating to floating rate obligations denominated in EURO dollars. Therefore, in
September 2001, the Company entered into an interest rate swap of approximately
$4 million to mitigate this exposure. This interest rate swap effectively fixed
the interest rate at 4.89%. This amount is borrowed under the Company's $75
million credit facility and matures on April 11, 2005 along with its related
interest rate swap. These swaps are accounted for as cash flow hedges under the
provisions of SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS 138". For the quarter ended December 31, 2001,
other comprehensive loss included a pretax increase in fair value of
approximately $0.3 million related to the interest rate swaps. The Company is
subject to foreign currency exchange rate risk inherent in our sales
commitments, anticipated sales, anticipated purchases and assets and liabilities
denominated in currencies other than the U.S. dollar. The currency most
significant to our operations is the Euro. The Company hedges certain foreign
currency commitments by purchasing foreign currency forward contracts.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
Exhibit
Number
3(a) Restated Articles of Incorporated by reference to
Incorporation Form 10-K for the fiscal year ended
September 30, 1999 at Exhibit 3(a)
3(b) Amended Certificateof Incorporated by reference to Form
Designation Preferences 10-Q for the fiscal quarter ended
and Rights of Series A March 31, 2000 at Exhibit 4(e)
participating Cumulative
Preferred Stock of the
Registrant
3(c) Articles of Merger Incorporated by reference to
effective July 10, 2000 Form 10-Q for the fiscal quarter
ended June 30, 2000 at Exhibit 3(c)
3(d) Bylaws, as amended Incorporated by reference to Form
10-Q for the fiscal quarter ended
June 30, 2000 at Exhibit 3(d)
4(a) Specimen Common Stock Incorporated by reference to Form
Certificate 10-Q for the fiscal quarter ended
June 30, 2000 at Exhibit 4(a)
4(b) Specimen Rights Incorporated by reference to
Certificate Exhibit B to Exhibit 4.1 to the
Registrant's Current Report on Form
8-K dated February 3, 2000
4(c) Rights Agreement dated Incorporated by reference to
as of September 24, 1990 Current Report on Form 8-K
(as amended and dated February 3, 2000, at
Restated as of Exhibit 4.1
February 3, 2000)
between the Registrant and
Registrar and Transfer Company,
as successor Rights Agent
4(d) Amended and Restated Credit Incorporated by reference
Agreement dated as of February to Form 10-Q for the fiscal
28, 2001 among the Registrant, quarter ended March 31, 2001
Bank of America, N.A., at Exhibit 4(d)
as agent, and the
lenders listed therein
b) Reports on Form 8-K.
During the quarter ended December 31, 2001, the Company filed the following
Current Reports on Form 8-K:
The Company filed a Current Report on Form 8-K, dated October 8, 2001,
which reported in "Item 5. Other Events"the appointment of the
Company"s new Stock Transfer Agent and Registrar, Exchange Agent and
Rights Agent.
The Company filed a Current Report on Form 8-K, dated November 28, 2001,
which reported in"Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits"and "Item 9. Regulation FD Disclosure" that
the Company would include certain information regarding its financial
goals on its website.
The Company filed a Current Report on Form 8-K/A, dated November 28, 2001,
which reported in "Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits" that the Company was amending its Current Report
on Form 8-K. dated November 28, 2001, to correct an error in Exhibit
99.2.
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 thereunto duly authorized.
ESCO TECHNOLOGIES INC.
/s/ Gary E. Muenster
Gary E. Muenster
Vice President and
Corporate Controller
(As duly authorized
officer and
principal accounting
officer of
the registrant)
Dated: February 14, 2002