1
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 MARCH 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 April 30, 2001 was
12,429,113.
Page 1 of a total of 12
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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
March 31,
------------------
2001 2000
---- ----
Net sales $ 86,905 70,062
------- ------
Costs and expenses:
Cost of sales 59,675 48,486
Selling, general and administrative expenses 17,594 14,686
Interest expense (income) 5 (157)
Other, net 2,643 1,449
------ ------
Total costs and expenses 79,917 64,464
------ ------
Earnings before income taxes 6,988 5,598
Income tax expense 2,701 2,081
------ ------
Net earnings $ 4,287 3,517
====== ======
Earnings per share:
Net earnings - Basic $ .35 .29
- Diluted .34 .28
====== ======
See accompanying notes to consolidated financial statements.
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Six Months Ended
March 31,
----------------
2001 2000
------- --------
Net sales 169,777 135,927
------- -------
Costs and expenses:
Cost of sales 117,302 94,723
Selling, general and administrative expenses 34,359 28,438
Interest expense (income) 85 (308)
Other, net 4,555 3,040
Gain on sale of property - (2,239)
------- --------
Total costs and expenses 156,301 123,654
------- -------
Earnings before income taxes 13,476 12,273
Income tax expense 5,211 3,700
------- -------
Net earnings 8,265 8,573
------- -------
Earnings per share:
- Basic $ .67 .70
- Diluted .65 .68
======= =======
See accompanying notes to consolidated financial statements
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, September 30,
2001 2000
-------- -------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 10,615 5,620
Accounts receivable, less allowance for doubtful
accounts of $883 and $1,309, respectively 59,054 58,982
Costs and estimated earnings on long-term
contracts, less progress billings of
$19,316 and $15,139, respectively 6,190 6,141
Inventories 48,057 44,457
Other current assets 6,465 5,086
------- -------
Total current assets 130,381 120,286
------- -------
Property, plant and equipment, at cost 102,765 99,407
Less accumulated depreciation and amortization 41,180 36,844
------- -------
Net property, plant and equipment 61,585 62,563
Excess of cost over net assets of purchased
businesses, less accumulated amortization
of $10,973 and $9,245, respectively 90,407 90,997
Deferred tax assets 35,022 37,903
Other assets 18,714 19,384
------- -------
$336,109 331,133
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current
maturities of long-term debt $ - 4,136
Accounts payable 35,206 31,206
Advance payments on long-term contracts, less costs
incurred of $4,535 and $3,364, respectively 1,825 2,903
Accrued expenses and other current liabilities 22,148 24,246
------- -------
Total current liabilities 59,179 62,491
------- -------
Other liabilities 8,669 8,610
Long-term debt 754 610
------- -------
Total liabilities 68,602 71,711
------- -------
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 13,277,680 and
13,224,834 shares, respectively 133 132
Additional paid-in capital 205,974 205,514
Retained earnings since elimination of
deficit at September 30, 1993 77,807 69,542
Accumulated other comprehensive loss (5,508) (4,766)
------- -------
278,406 270,422
Less treasury stock, at cost; 927,177
and 956,527 common shares, respectively (10,899) (11,000)
------- -------
Total shareholders' equity 267,507 259,422
------- -------
$336,109 331,133
======= =======
See accompanying notes to consolidated financial statements.
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended
March 31,
-----------------
2001 2000
---- ----
Cash flows from operating activities:
Net earnings $ 8,265 8,573
Adjustments to reconcile net earnings
to net cash provided (used) by operating
activities:
Depreciation and amortization 7,756 7,046
Changes in operating working capital (4,276) (17,864)
Other, including the effect of deferred taxes 1,963 (415)
------- -------
Net cash provided (used) by operating activities 13,708 (2,660)
------- -------
Cash flows from investing activities:
Capital expenditures (4,492) (4,360)
Acquisition of business, less cash acquired - (3,900)
------- -------
Net cash used by investing activities (4,492) (8,260)
------- -------
Cash flows from financing activities:
Net decrease in short-term borrowings (4,000) (12,506)
Proceeds from long-term debt 108 80
Principal payments on long-term debt (100) (49,219)
Purchases of common stock into treasury (266) (5,765)
Other 37 2,549
------- -------
Net cash used by financing activities (4,221) (64,861)
------- -------
Net increase (decrease) in cash and cash equivalents 4,995 (75,781)
Cash and cash equivalents, beginning of period 5,620 87,709
------- -------
Cash and cash equivalents, end of period $10,615 11,928
======= =======
See accompanying notes to consolidated financial statements.
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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 generally accepted accounting
principles. 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, 2000. Certain prior year
amounts have been reclassified to conform to the fiscal 2001 presentation.
The results for the three and six month periods ended March 31, 2001 are
not necessarily indicative of the results for the entire 2001 fiscal year.
2. EARNINGS PER SHARE
Basic earnings per share is calculated using the weighted average number
of common shares outstanding during the period. Diluted earnings per share
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 Six Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
---- ---- ---- ----
Weighted Average Shares
Outstanding - Basic 12,327 12,275 12,309 12,312
Dilutive Options and
Performance Shares 444 324 407 317
------ ------ ------ ------
Adjusted Shares- Diluted 12,771 12,599 12,716 12,629
====== ====== ====== ======
Options to purchase approximately 32,000 shares of common stock at a price
of $21.44 per share and options to purchase 125,000 shares of common stock
at approximately $12.91 - $19.22 were outstanding during the six month
periods ended March 31, 2001 and 2000, respectively, but were not included
in the respective computations 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 202,000 and 20,000 performance shares were outstanding but
unearned at March 31, 2001 and 2000, respectively, and therefore, were not
included in the respective computation of diluted EPS.
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3. INVENTORIES
Inventories consist of the following (dollars in thousands):
March 31, September 30,
2001 2000
---- ----
Finished goods $ 11,570 8,709
Work in process, including
long-term contracts 18,263 17,258
Raw materials 18,224 18,490
------ ------
Total inventories $ 48,057 44,457
====== ======
The increase in finished goods inventory at March 31, 2001 is
predominantly to support the near term sales demand.
4. COMPREHENSIVE INCOME
Comprehensive income for the three-month periods ended March 31, 2001 and
2000 was $3.3 million and $2.6 million, respectively. Comprehensive income
for the six-month periods ended March 31, 2001 and 2000 was $7.5 million
and $7.1 million, respectively. The Company's comprehensive income is
impacted only by foreign currency translation adjustments.
5. 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 principal
segments: Filtration/Fluid Flow, Test, Communications and Other.
The Company evaluates the performance of its operating segments based on
operating profit, which the Company defines as: net sales, less cost of
sales, less other charges related to cost of sales and less SG&A expenses.
In accordance with SFAS 131, the tables included in this section have been
prepared using the Company's definition of operating profit. Operating
profit, as defined by the Company, excludes certain costs which are
included in Other costs and expenses, net, in the consolidated statements
of operations, and which would be included in the determination of
operating income as defined within generally accepted accounting
principles. Approximately $0.9 million and $1.3 million of miscellaneous
consolidation and restructuring costs, included in Other costs and
expenses, net, are related to the Filtration/Fluid Flow segment for the
three and six-month periods ended March 31, 2001, respectively.
($ in millions) Three Months ended Six Months ended
March 31, March 31,
--------- ---------
NET SALES 2001 2000 2001 2000
--------- ---- ---- ---- ----
Filtration/Fluid Flow $46.9 45.9 $91.1 89.0
Test 22.4 10.3 44.0 19.0
Communications 14.6 10.7 29.0 21.2
Other 3.0 3.2 5.7 6.7
----- ---- ------ -----
Consolidated totals $86.9 70.1 $169.8 135.9
===== ==== ====== =====
OPERATING PROFIT (LOSS)
Filtration/Fluid Flow $ 4.0 4.6 $ 7.0 8.0
Test 2.3 1.2 4.7 1.9
Communications 3.6 2.1 7.3 4.4
Other (.3) (1.0) (.9) (1.5)
----- ---- ------ -----
Consolidated totals $ 9.6 6.9 $18.1 $12.8
===== ==== ====== =====
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The Company is also presenting EBITDA by segment for informational purposes
only. The Company defines EBITDA as earnings before interest, taxes,
depreciation and amortization.
Three Months ended Six Months ended
March 31, March 31,
--------- ---------
EBITDA 2001 2000 2001 2000
------ ---- ---- ---- ----
Filtration/Fluid Flow $ 5.1 6.4 9.9 12.0
Test 2.2 1.3 4.9 2.0
Communications 3.7 2.2 7.5 4.6
Other (.1) (1.0) (1.0) .4
----- ----- ----- -----
Consolidated totals $10.9 $ 8.9 $21.3 $19.0
===== ===== ===== =====
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
NET SALES
Net sales increased $16.8 million or 24.0% to $86.9 million for the second
quarter of fiscal 2001 compared to net sales of $70.1 million for the second
quarter of fiscal 2000 primarily due to the acquisitions of Lindgren, Holaday
and the Eaton El Segundo, CA space products businesses in the second half of
fiscal 2000.
Net sales of $169.8 million in the first six months of fiscal 2001 increased
$33.9 million or 25.0% from net sales of $135.9 million for the first six months
of fiscal 2000. The sales contribution from the fiscal 2000 acquisitions net of
the fiscal 2000 divestiture of the Rantec Microwave business was $26.4 million
during the first six months of fiscal 2001.
FILTRATION/FLUID FLOW
Net sales were $46.9 million and $45.9 million for the second quarter of fiscal
2001 and 2000, respectively. Net sales of $91.1 million for the first six months
of fiscal 2001 increased $2.1 million or 2.4% from net sales of $89.0 million in
the first six months of fiscal 2000. The increase in sales was mainly due to the
Eaton El Segundo, CA space products acquisition as well as increases seen in the
aerospace and microfiltration markets. These increases were partially offset by
a decrease in sales in the automotive market.
TEST
Net sales increased $12.1 million or 117.5% to $22.4 million in the second
quarter of fiscal 2001 from $10.3 million in the second quarter of fiscal 2000.
Net sales of $44.0 million for the first six months of fiscal 2001 increased
$25.0 million or 131.6% from $19.0 million for the first six months of fiscal
2000. The Lindgren and Holaday acquisitions contributed $12.1 million to sales
in the second quarter of fiscal 2001 and $25.4 million for the first six months
of fiscal 2001.
COMMUNICATIONS
For the second quarter of fiscal 2001, net sales were $14.6 million and were
$3.9 million or 36.4% higher than the $10.7 million of sales recorded in the
second quarter of fiscal 2000. Net sales of $29.0 million in the first six
months of fiscal 2001 were $7.8 million or 36.8% higher than the $21.2 million
of sales recorded in the first six months of fiscal 2000. The increase is the
result of significantly higher shipments to the Puerto Rico Electric Power
Authority (PREPA) and electric utility cooperatives (Coops) to provide Automatic
Meter Reading (AMR) systems.
OTHER
Sales were $3.0 million in the second quarter of fiscal 2001 and $3.2 million in
the same period of fiscal 2000. In the first six months of fiscal 2001, sales
were $5.7 million compared to $6.7 million in the prior year period. The
decrease is due to the sale of the Rantec microwave antenna business in
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February 2000. Rantec's microwave antenna business contributed approximately
$2.1 million to sales in fiscal 2000 prior to its divestiture.
ORDERS AND BACKLOG
Firm order backlog was $206.5 million at March 31, 2001, compared with $145.4
million at September 30, 2000. Orders totaling $230.8 million were received in
the first six months of fiscal 2001. In December 2000, the Company's
Communication segment received a $50 million follow-on contract from PREPA for
additional AMR systems. The deliveries under this multi-year follow-on contract
begin in June 2001.
GROSS PROFIT
The gross profit margin increased to 31.3% in the second quarter of fiscal 2001
from 30.8% in the second quarter of fiscal 2000. The gross profit margin was
30.9% in the first six months of fiscal 2001 and 30.3% in the first six months
of fiscal 2000. The gross margin increased compared to the 2000 results due to
the leverage associated with the increased sales and the results of the
Company's completed and ongoing cost improvement initiatives.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (SG&A) expenses for the second quarter of
fiscal 2001 were $17.6 million, or 20.2% of net sales, compared with $14.7
million, or 21.0% of net sales for the prior year period. $2.5 million of the
SG&A increase in the second quarter of fiscal 2001 resulted from the fiscal 2000
acquisitions.
For the first six months of fiscal 2001, SG&A expenses were $34.4 million, or
20.2% of net sales, compared with $28.4 million, or 20.9% of net sales for the
prior year period. The fiscal 2000 acquisitions contributed approximately $5.0
million to the increase in SG&A expenses. The percentage decrease in the first
six months of fiscal 2001 is the result of leverage achieved on the higher sales
volume.
OPERATING PROFIT
The Company evaluates the performance of its operating segments based on
operating profit, which the Company defines as: net sales, less cost of sales,
less other charges related to cost of sales and less SG&A expenses. Operating
profit, as defined by the Company, excludes certain costs which are included in
Other costs and expenses, net, in the consolidated statements of operations, and
which would be included in the determination of operating income as defined
within generally accepted accounting principles. Approximately $0.9 million and
$1.3 million of miscellaneous consolidation and restructuring costs, included in
Other costs and expenses, net, are related to the Filtration/Fluid Flow segment
for the three and six-month periods ended March 31, 2001, respectively.
Operating profit increased $2.7 million to $9.6 million (11.1% of sales) for the
second quarter of fiscal 2001 from operating profit of $6.9 million (9.8% of
sales) for the second quarter of fiscal 2000. Operating profit of $18.1 million
(10.7% of sales) for the first six months of fiscal 2001 increased $5.3 million
or 41.4% from operating profit of $12.8 million (9.4% of sales) for the first
six months of fiscal 2000. The fiscal 2000 acquisitions contributed
approximately $3.3 million of operating profit for the first six months of
fiscal 2001. Operating profit in the Company's Communication segment increased
$2.9 million to $7.3 million for the first six months of fiscal 2001.
FILTRATION/FLUID FLOW
Operating profit was $4.0 million and $4.6 million in the second quarter of
fiscal 2001 and 2000, respectively, and $7.0 million and $8.0 million in the
first six months of fiscal 2001 and 2000, respectively. The current year was
adversely impacted by costs related to the non-recurring consolidation of the
Eaton space products business into the VACCO facility, and to a lesser extent,
manufacturing inefficiencies resulting from temporary shortages of electricity
in California, and price increases for electrical power. The integration of the
Eaton El Segundo, CA business into VACCO was completed on March 31, 2001.
TEST
Operating profit increased $1.1 million or 91.7% to $2.3 million in the second
quarter of fiscal 2001 over the $1.2 million of operating profit in the second
quarter of fiscal 2000. Operating profit of $4.7 million increased $2.8
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million or 147.4% in the first six months of fiscal 2001 over the $1.9 million
of operating profit in fiscal 2000. Operating profit decreased as a percentage
of sales to 10.3% for the second quarter of fiscal 2001 compared to 11.7% in the
prior year quarter due to a lower contribution from the General Motors contract.
The Lindgren and Holaday acquisitions contributed $3.3 million of operating
profit in the first six months of fiscal 2001.
COMMUNICATIONS
Second quarter operating profit of $3.6 million in fiscal 2001 was $1.5 million
or 71.4% higher than the $2.1 million of operating profit in the second quarter
of fiscal 2000. For the first six months of fiscal 2001, operating profit
increased $2.9 million or 65.9% to $7.3 million from $4.4 million in fiscal
2000. The increase is the result of significantly higher shipments of AMR
equipment.
OTHER
Operating loss was ($.3) million and ($.9) million for the three and six-month
periods ended March 31, 2001, respectively, compared to ($1.0) million and
($1.5) million for the respective prior year periods. Rantec Power Systems'
operating profit was $.5 million and $.8 million for the three and six-month
periods ended March 31, 2001, respectively, offset by Corporate operating
charges.
INTEREST EXPENSE (INCOME)
Interest expense, net, was $.1 million for both the three and six-month periods
ended March 31, 2001 versus interest income of $.2 million and $.3 million for
the three and six-month periods ended March 31, 2000, respectively, due to the
fluctuations in net cash and net borrowings throughout the periods.
OTHER COSTS AND EXPENSES, NET
Other costs and expenses, net, were $2.6 million and $4.6 million for the three
and six-month periods ended March 31, 2001, respectively, compared to $1.4
million and $3.0 million for the three and six-month periods ended March 31,
2000, respectively. The amount for the first six months of fiscal 2001 included
goodwill amortization of $1.7 million and patent amortization of $.8 million.
The balance relates primarily to facility consolidation and related costs within
the Filtration/Fluid Flow segment. Amortization expense increased approximately
$.8 million in the first six months of fiscal 2001 compared to the prior period
due to the fiscal 2000 acquisitions.
GAIN ON THE SALE OF PROPERTY
The $2.2 million gain in the first quarter of fiscal 2000 related to the sale of
the Riverhead, New York property, used by the Company's former Hazeltine
subsidiary. The property was sold for $2.6 million, consisting of $.5 million in
cash and a $2.1 million interest-bearing, 18-month mortgage note receivable, due
June 2001.
INCOME TAX EXPENSE
The second quarter fiscal 2001 effective income tax rate was 38.7% compared to
37.2% in the second quarter of fiscal 2000. The effective income tax rate in the
first six months of fiscal 2001 was 38.7% compared to 30.1% in the prior year
period. The prior period effective tax rate was favorably impacted by the $2.2
million gain on the sale of the Riverhead property which was sheltered from
taxes by capital loss carryforwards. Excluding the gain on the sale of property,
the effective income tax rate in the first six months of fiscal 2000 was 36.9%.
Management estimates the annual effective tax rate for fiscal 2001 to be
approximately 39%.
FINANCIAL CONDITION
Working capital increased to $71.2 million at March 31, 2001 from $57.8 million
at September 30, 2000. During the first six months of fiscal 2001, cash and cash
equivalents increased by $5.0 million. Inventories increased by $3.6 million
as a result of the buildup of inventory during the period to support the near
term sales demand. Short-term borrowings and current maturities of long-term
debt decreased $4.1 million during the first six months of fiscal 2001.
Net cash provided by operating activities was $13.7 million in the first six
months of fiscal 2001 compared to net cash used by operating activities of
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$2.7 million in the same period of fiscal 2000. The cash used by operating
activities in fiscal 2000 was primarily due to payments related to the
divestiture of the former Systems & Electronics, Inc. subsidiary and other
working capital requirements.
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 $4.5 million in the first six months of fiscal 2001
compared with $4.4 million in the comparable period of fiscal 2000. Major
expenditures in the current period included manufacturing equipment used in the
filtration / fluid flow business.
OTHER
On February 8, 2001, the Company formally 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.
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. 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:
changing economic conditions in served markets; changes in customer demands;
electricity shortages; competition; intellectual property matters; consolidation
of internal operations; integration of recently acquired businesses; delivery
delays or defaults by customers; performance issues with key suppliers and
subcontractors; 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. Based on the
current debt structure, the exposure to interest rate risk is not material. The
Company is subject to foreign currency exchange rate risk relating to receipts
from customers and payments to suppliers in foreign currencies. The Company
hedges certain foreign currency commitments by purchasing foreign currency
forward contracts.
PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of the Company's shareholders was held on Thursday, February
8, 2001, to vote on the election of two directors and approval of the 2001
Stock Incentive Plan. The voting for directors was as follows:
Broker
For Withheld Non-Votes
---------- ----------- ---------
D. J. Moore 11,056,628 64,604 0
J. M. Stolze 11,057,425 63,807 0
The terms of J. M. McConnell, D. C. Trauscht, W. S. Antle, and L. W. Solley
continued after the meeting. The voting on the 2001 Stock Incentive Plan was
as follows:
Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
9,923,569 914,652 283,011 0
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
Exhibit
Number
3(a) Restated Articles of Incorporation Incorporated by reference to Form
10-K for the fiscal year ended
September 30, 1999 at Exhibit 3(a)
3(b) Amended Certificate of Designation Incorporated by reference to
Preferences and Rights of Series A Form 10-Q for the quarter
Participating Cumulative Preferred ended March 31, 2000 at
Stock of the Registrant Exhibit 4(e)
3(c) Articles of Merger effective Incorporated by reference to Form
July 10, 2000 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 Certificate Incorporated by reference to Form
10-Q for the fiscal quarter ended
June 30, 2000 at Exhibit 4(a)
4(b) Specimen Rights Certificate Incorporated by reference to
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 as of Incorporated by reference to
September 24, 1990 (as amended and Current Report on Form 8-K
Restated as of February 3, 2000) dated February 3, 2000, at
between the Registrant and Exhibit 4.1
ChaseMellon Shareholder Services,
L.L.C., as Rights Agent
4(d) Amended and Restated Credit Filed herewith
Agreement dated as of February
28, 2001 among the Registrant, Bank
of America, N.A., as agent, and the
lenders listed therein
10 2001 Stock Incentive Plan Incorporated by reference to
Schedule 14A; filed on
December 12, 2000, at
Exhibit B
b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the quarter ended March
31, 2001.
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: May 11, 2001
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