ESCO Technologies Reports Financials and Corporate Changes

TL;DR

ESCO Tech dropped its Q3 earnings and announced board/officer changes. Check the details.

AI Summary

On August 1, 2024, ESCO Technologies Inc. announced its results of operations and financial condition for the period ending August 1, 2024. The filing also disclosed the entry into a material definitive agreement, the departure of directors or certain officers, the election of directors, the appointment of certain officers, and a Regulation FD disclosure. Additionally, it included financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on ESCO Technologies' financial performance and significant corporate governance changes, impacting investor understanding of the company's current status and future direction.

Risk Assessment

Risk Level: medium — The filing covers financial results, material agreements, and executive/director changes, which can introduce uncertainty and impact stock price.

Key Players & Entities

• ESCO TECHNOLOGIES INC. (company) — Registrant
• Missouri (jurisdiction) — State of Incorporation
• 001-10596 (company) — SEC File Number
• 43-1554045 (company) — IRS Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ESE New York Stock Exchan
• $375 million — an aggregate principal amount of up to $375 million (the "Incremental Facility"), and (ii)
• $11.9 billion — s with Eversource Energy (NYSE: ES), an $11.9 billion utility holding company based in New En
• $25,000 — as a director, (i) cash compensation of $25,000 plus (ii) an award of restricted share
• $90,000 — ard of restricted share units valued at $90,000 divided by the NYSE closing price of th
• $5.5 billion — ember of Evergy, Inc. (NASDAQ: EVRG), a $5.5 billion public utility holding company incorpor

Filing Documents

• tm2421020d1_8k.htm (8-K) — 40KB
• tm2421020d1_ex99-1.htm (EX-99.1) — 234KB
• tm2421020d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-086768.txt ( ) — 479KB
• ese-20240801.xsd (EX-101.SCH) — 3KB
• ese-20240801_lab.xml (EX-101.LAB) — 33KB
• ese-20240801_pre.xml (EX-101.PRE) — 22KB
• tm2421020d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Pursuant to a Commitment Letter entered into on July 8, 2024 between the Company and JPMorgan Chase Bank, N.A., on August 5, 2024, the Registrant and certain of its subsidiaries entered into Amendment No. 1 (the "Amendment") to its Amended and Restated Credit Agreement dated August 30, 2023 (the "2023 Credit Agreement") among the Company and certain of its subsidiaries, JPMorgan Chase Bank, N.A. as administrative agent thereunder, the initial lenders party thereto and Citibank, N.A. The Amendment, among other things, (i) implements a senior incremental delayed draw term loan credit facility in an aggregate principal amount of up to $375 million (the "Incremental Facility"), and (ii) permits the direct or indirect acquisition by the Registrant or certain of its subsidiaries of all of the issued and outstanding shares of Ultra PMES Limited, Measurement Systems, Inc., EMS Development Corporation, and DNE Technologies, Inc. (the "Transaction"), pursuant to and in accordance with the terms and conditions of that certain Sale and Purchase Agreement, dated July 8, 2024, among Ultra Electronics Holdings Limited, as parent seller, the Registrant, as guarantor, and certain of the Registrant's subsidiaries as buyers. The proceeds of the loans drawn under the Incremental Facility will be applied to pay a portion of the cash consideration for the Transaction and other customary fees, premiums, expenses and costs incurred in connection with the Transaction. A description of the 2023 Credit Agreement is incorporated by reference to Note 6 to the Consolidated Financial Statements included in the Registrant's Form 10-K for its fiscal year ended September 30, 2023, filed with the Commission on November 29, 2023, and a copy of the 2023 Credit Agreement is attached as Exhibit 4.2 to the Registrant's Form 10-Q filed with the Commission on May 10, 2023. Descriptions of the July 8, 2024 Commitment Letter and the July 8, 2024 Sale and

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition Today, August 7, 2024, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2024 third quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Election of New Directors I Penelope M. Conner On August 1, 2024, pursuant to the recommendation of the Nominating and Corporate Governance Committee, the Company's Board of Directors, by unanimous written consent pursuant to Section 3.1 of its Bylaws, increased the authorized size of Class II of the Board of Directors from two to three members and elected Penelope M. Conner, age 60, as a director to fill the vacancy thereby created, to serve for a term ending at the 2025 annual meeting of shareholders; provided that such increase and election are hereby made expressly subject to, and shall become effective only upon, the requisite prior approval by the Federal Energy Regulatory Commission of such position and satisfaction of any and all other regulatory requirements. Ms. Conner was also named to the Nominating and Corporate Governance Committee of the Board of Directors, subject to and effective upon the commencement of her term as a director. With 38 years of experience in the electric and gas utility sector, since 2002 Ms. Conner has held executive positions with Eversource Energy (NYSE: ES), an $11.9 billion utility holding company based in New England serving Connecticut, Massachusetts and New Hampshire, most recently (since 2021) as Eversource's Executive Vice President, Customer Experience and Energy Strategy. She is currently responsible for ensuring that Eversource's 4 million electric and gas customers experience high-quality customer service while driving Eversource's energy strategy development and capital allo

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure Today, August 7, 2024, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2024 third quarter financial and operating results. The press release will be posted on the Registrant's investor website (https://investor.escotechnologies.com), although the Registrant reserves the right to discontinue that availability at any time. The Registrant will conduct a related webcast conference call today at 4:00 p.m. Central Time. The conference call webcast will be available on the Registrant's investor website (https://investor.escotechnologies.com). A slide presentation will be utilized during the call and will be posted on the website prior to the call. For those unable to participate, a webcast replay will be available after the call on the website, although the Registrant reserves the right to discontinue that availability at any time.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release dated August 7, 2024 104 Cover Page Inline Interactive Data File Other Matters The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 as amended ("Exchange Act") or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. References to the Registrant's web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant's web site does not constitute part of this Form 8-K or the press release. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 7, 2024 ESCO TECHNOLOGIES INC. By: /s/David M. Schatz David M. Schatz Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR