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
2 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) <TABLE> <CAPTION> Three Months Ended March 31, ------------------ 2001 2000 ---- ---- <S> <C> <C> 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 ====== ====== </TABLE> See accompanying notes to consolidated financial statements. 2
3 ESCO TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars in thousands, except per share amounts) <TABLE> <CAPTION> Six Months Ended March 31, ---------------- 2001 2000 ------- -------- <S> <C> <C> 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 ======= ======= </TABLE> See accompanying notes to consolidated financial statements 3
4 ESCO TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) <TABLE> <CAPTION> March 31, September 30, 2001 2000 -------- ------- ASSETS (Unaudited) <S> <C> <C> 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 ======= ======= </TABLE> See accompanying notes to consolidated financial statements. 4
5 ESCO TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) <TABLE> <CAPTION> Six Months Ended March 31, ----------------- 2001 2000 ---- ---- <S> <C> <C> 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 ======= ======= </TABLE> See accompanying notes to consolidated financial statements. 5
6 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): <TABLE> <CAPTION> Three Months Ended Six Months Ended March 31, March 31, --------- --------- 2001 2000 2001 2000 ---- ---- ---- ---- <S> <C> <C> <C> <C> 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 ====== ====== ====== ====== </TABLE> 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. 6
7 3. INVENTORIES Inventories consist of the following (dollars in thousands): <TABLE> <CAPTION> March 31, September 30, 2001 2000 ---- ---- <S> <C> <C> 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 ====== ====== </TABLE> 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 $1.3 million of miscellaneous consolidation and restructuring costs, included in Other costs and expenses, net, are related to the Filtration/Fluid Flow segment for the three and six-month periods ended March 31, 2001, respectively. <TABLE> <CAPTION> ($ in millions) Three Months ended Six Months ended March 31, March 31, --------- --------- NET SALES 2001 2000 2001 2000 --------- ---- ---- ---- ---- <S> <C> <C> <C> <C> 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 ===== ==== ====== ===== </TABLE> 7
8 The Company is also presenting EBITDA by segment for informational purposes only. The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization. <TABLE> <CAPTION> Three Months ended Six Months ended March 31, March 31, --------- --------- EBITDA 2001 2000 2001 2000 ------ ---- ---- ---- ---- <S> <C> <C> <C> <C> 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 ===== ===== ===== ===== </TABLE> 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 8
9 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 9
10 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 10
11 $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: <TABLE> <CAPTION> Broker For Withheld Non-Votes ---------- ----------- --------- <S> <C> <C> <C> D. J. Moore 11,056,628 64,604 0 J. M. Stolze 11,057,425 63,807 0 </TABLE> 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: <TABLE> <CAPTION> Broker For Against Abstentions Non-Votes --- ------- ----------- --------- <S> <C> <C> <C> 9,923,569 914,652 283,011 0 </TABLE> 11
12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. a) Exhibits <TABLE> <CAPTION> Exhibit Number <S> <C> <C> 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 </TABLE> 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 12