Missouri
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1-10596
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43-1554045
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(State or Other
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(Commission
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(I.R.S. Employer
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Jurisdiction of Incorporation)
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File Number)
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Identification No.)
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9900A Clayton Road, St. Louis, Missouri
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63124-1186
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(Address of Principal Executive Offices)
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(Zip Code)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c))
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1.
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The voting for directors was as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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V.L. Richey, Jr.
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22,786,973
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952,818
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1,148,870
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J.M. Stolze
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23,333,286
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406,504
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1,148,870
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2.
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The voting to ratify the Registrant’s appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending September 30, 2013 was as follows:
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For
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Against
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Abstain
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24,490,830
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241,249
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156,581
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3.
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The vote on the proposal to approve the Registrant’s 2013 Incentive Compensation Plan was as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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21,249,425
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2,322,091
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168,273
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1,148,871
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4.
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The advisory vote on the resolution to approve the compensation of the Registrant’s executive officers was as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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23,442,031
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125,667
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172,091
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1,148,871
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10.1
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2013 Incentive Compensation Plan (incorporated by reference to Appendix A to the Registrant’s Proxy Statement filed with the Commission on December 19, 2012)
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G.E. Muenster
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Executive Vice President
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and Chief Financial Officer
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For more information contact:
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For media inquiries:
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Kate Lowrey
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David P. Garino
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Director, Investor Relations
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(314) 982-0551
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ESCO Technologies Inc.
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(314) 213-7277
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·
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Q1 2013 EPS – “As Adjusted” was $0.05 per share, with GAAP EPS of $0.01 per share compared to $0.19 in Q1 2012;
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·
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During Q1 2013, the Company recorded an additional $44 million in orders from Southern California Gas Company (SoCalGas), resulting in program-to-date orders of $139 million through December 31, 2012;
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·
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Subsequent to December 31, 2012, an additional $4 million in orders were received from SoCalGas;
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·
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Consolidated orders were $195 million in Q1 2013, resulting in a book-to-bill ratio of 1.34x, and firm backlog of $457 million at December 31, 2012. Backlog increased $50 million, or 12 percent, in Q1 2013 since September 30, 2012;
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·
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Segment book-to-bill ratios for Q1 2013 were: Utility Solutions Group (USG) 1.52x, Filtration 1.23x, and Test 1.18x;
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·
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Consolidated Q1 2013 sales were $145 million compared to $153 million in Q1 2012, with Filtration increasing 7 percent, USG was lower due to the timing of power-line sales throughout the respective years, and Test was lower due to the timing of major projects;
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·
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SG&A decreased to $47 million in Q1 2013 from $49 million in Q1 2012 primarily due to lower costs in USG as certain new product development (NPD) projects were completed in the second half of 2012, with the related products being introduced to the market. In addition, Test spending was lower as several cost savings initiatives were realized; and,
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·
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The 17 percent effective tax rate in Q1 2013 is the result of an insignificant discrete tax benefit ($50,000) being divided into the small pretax earnings amount.
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
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||||||||
Three Months
Ended
December 31, 2012
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Three Months
Ended
December 31, 2011
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|||||||
Net Sales
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$ | 145,265 | 152,925 | |||||
Cost and Expenses:
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||||||||
Cost of sales
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94,038 | 92,721 | ||||||
Selling, general and administrative expenses
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46,939 | 48,690 | ||||||
Amortization of intangible assets
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3,500 | 3,153 | ||||||
Interest expense
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563 | 491 | ||||||
Other (income) expenses, net
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(72 | ) | (472 | ) | ||||
Total costs and expenses
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144,968 | 144,583 | ||||||
Earnings before income taxes
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297 | 8,342 | ||||||
Income taxes
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51 | 3,135 | ||||||
Net earnings
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$ | 246 | 5,207 | |||||
Earnings per share:
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||||||||
Basic
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||||||||
Net earnings
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$ | 0.01 | 0.20 | |||||
Diluted
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||||||||
Net earnings
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$ | 0.01 | 0.19 | |||||
Average common shares O/S:
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||||||||
Basic
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26,495 | 26,671 | ||||||
Diluted
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26,680 | 26,857 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Business Segment Information
(Unaudited)
(Dollars in thousands)
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||||||||||||||||
Three Months Ended
December 31,
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||||||||||||||||
2012
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2011
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|||||||||||||||
Net Sales
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||||||||||||||||
Utility Solutions Group
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$ | 62,618 | $ | 70,349 | ||||||||||||
Test
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36,295 | 39,354 | ||||||||||||||
Filtration
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46,352 | 43,222 | ||||||||||||||
Totals
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$ | 145,265 | $ | 152,925 | ||||||||||||
EBIT
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||||||||||||||||
Utility Solutions Group
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$ | (2,208 | ) | $ | 4,966 | |||||||||||
Test
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519 | 1,947 | ||||||||||||||
Filtration
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8,801 | 8,236 | ||||||||||||||
Corporate
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(6,252 | ) | (1) | (6,316 | ) | (2) | ||||||||||
Consolidated EBIT
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860 | 8,833 | ||||||||||||||
Less: Interest expense
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(563 | ) | (491 | ) | ||||||||||||
Earnings before income taxes
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$ | 297 | $ | 8,342 |
Note:Depreciation and amortization expense was $6.5 million and $6.0 million for the quarters ended December 31, 2012 and 2011, respectively.
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(1) Includes $0.9 million of amortization of acquired intangible assets.
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(2) Includes $1.2 million of amortization of acquired intangible assets.
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ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
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||||||||
December 31,
2012
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September 30, 2012
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|||||||
Assets
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||||||||
Cash and cash equivalents
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$ | 33,489 | 30,215 | |||||
Accounts receivable, net
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132,411 | 151,051 | ||||||
Costs and estimated earnings on long-term
contracts
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10,669 | 14,567 | ||||||
Inventories
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118,934 | 108,061 | ||||||
Current portion of deferred tax assets
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22,577 | 22,313 | ||||||
Other current assets
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25,551 | 17,237 | ||||||
Total current assets
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343,631 | 343,444 | ||||||
Property, plant and equipment, net
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79,806 | 75,876 | ||||||
Intangible assets, net
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244,526 | 231,473 | ||||||
Goodwill
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388,352 | 361,280 | ||||||
Other assets
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22,516 | 21,680 | ||||||
$ | 1,078,831 | 1,033,753 | ||||||
Liabilities and Shareholders’ Equity
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||||||||
Short-term borrowings and current maturities
of long-term debt
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$ | 51,630 | 50,000 | |||||
Accounts payable
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45,985 | 54,049 | ||||||
Current portion of deferred revenue
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28,355 | 24,920 | ||||||
Other current liabilities
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68,976 | 75,236 | ||||||
Total current liabilities
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194,946 | 204,205 | ||||||
Deferred tax liabilities
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90,737 | 88,675 | ||||||
Other liabilities
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58,955 | 44,560 | ||||||
Long-term debt
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113,000 | 65,000 | ||||||
Shareholders’ equity
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621,193 | 631,313 | ||||||
$ | 1,078,831 | 1,033,753 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
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||||
Three Months Ended
December 31, 2012
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||||
Cash flows from operating activities:
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||||
Net earnings
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$ | 246 | ||
Adjustments to reconcile net earnings to net cash
provided by operating activities:
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||||
Depreciation and amortization
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6,472 | |||
Stock compensation expense
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1,157 | |||
Changes in current assets and liabilities
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(4,975 | ) | ||
Effect of deferred taxes
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1,798 | |||
Change in deferred revenue and costs, net
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(1,073 | ) | ||
Pension contributions
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(730 | ) | ||
Other
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(1,242 | ) | ||
Net cash provided by operating activities
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1,653 | |||
Cash flows from investing activities:
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||||
Acquisition of businesses, net of cash acquired
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(28,247 | ) | ||
Capital expenditures
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(5,348 | ) | ||
Additions to capitalized software
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(4,017 | ) | ||
Net cash used by investing activities
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(37,612 | ) | ||
Cash flows from financing activities:
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||||
Proceeds from long-term debt
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53,630 | |||
Principal payments on long-term debt
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(4,000 | ) | ||
Dividends paid
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(2,132 | ) | ||
Purchases of common stock into treasury
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(9,703 | ) | ||
Other
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463 | |||
Net cash provided by financing activities
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38,258 | |||
Effect of exchange rate changes on cash and cash equivalents
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975 | |||
Net increase in cash and cash equivalents
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3,274 | |||
Cash and cash equivalents, beginning of period
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30,215 | |||
Cash and cash equivalents, end of period
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$ | 33,489 |
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
Other Selected Financial Data
(Unaudited)
(Dollars in thousands)
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||||||||||||||||
Backlog And Entered Orders – Q1 FY 2013
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Utility Solutions
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Test
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Filtration
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Total
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||||||||||||
Beginning Backlog – 10/1/12
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$ | 187,795 | 79,418 | 139,689 | 406,902 | |||||||||||
Entered Orders
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95,082 | 42,837 | 57,151 | 195,070 | ||||||||||||
Sales
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(62,618 | ) | (36,295 | ) | (46,352 | ) | (145,265 | ) | ||||||||
Ending Backlog – 12/31/12
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$ | 220,259 | 85,960 | 150,488 | 456,707 |