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ESCO Announces Third Quarter Results and a 2 for 1 Stock Split

ST. LOUIS, Aug 09, 2005 /PRNewswire-FirstCall via COMTEX/ -- ESCO Technologies Inc. (NYSE: ESE) today announced its results for the fiscal 2005 third quarter ended June 30, 2005, along with a 2 for 1 stock split.

Third Quarter Summary

Net earnings for the fiscal 2005 third quarter were $12.4 million, or $0.95 per share compared to net earnings of $12.0 million, or $0.90 per share in the third quarter of fiscal 2004. The fiscal 2005 third quarter operating results were impacted by:

--  An effective tax rate of 15.7 percent primarily resulting from the
        true-up of the prior year estimated foreign sourced income.  Absent
        this adjustment, the fiscal 2005 third quarter effective tax rate
        would have been 33 percent, which is lower than the previously
        communicated estimated tax rate of 37.5 percent due to a significant
        increase in fiscal 2005 third quarter foreign sourced income.  The
        difference between the 15.7 percent actual tax rate and the 33 percent
        tax rate approximated $0.20 per share in the quarter.  The specifics
        of the tax rate are explained below in the "Effective Tax Rate"
        section of this release.
    --  Approximately $1.6 million in sales, and $1.0 million of pretax
        earnings, resulting from a termination and settlement of a supply
        agreement with a medical device customer at Filtertek.
    --  Approximately $0.8 million of pretax charges related to the write-off
        of certain patents and licenses resulting from Management's decision
        to abandon a sensor development program at PTI.  This write-off was
        recorded as an asset impairment charge.
    --  Approximately $0.8 million of additional Selling, General and
        Administrative expenses (SG&A) incurred in the Communications segment
        primarily relating to additional engineering, marketing and new
        product development efforts being expended.
    --  Approximately $0.3 million of additional professional fees incurred
        related to the implementation of Sarbanes-Oxley compliance.

The fiscal 2004 third quarter results included a net gain from discontinued operations of $0.8 million, or $0.06 per share. Excluding the effect of discontinued operations, prior year third quarter "Operational" net earnings as defined in earlier releases were $11.2 million, or $0.84 per share.

Year-To-Date Summary

Net earnings for the first nine months of fiscal 2005 were $33.4 million, or $2.54 per share compared to net earnings of $23.6 million, or $1.77 per share for the first nine months of fiscal 2004. The fiscal 2005 year-to-date operating results were impacted by:

--  The fiscal 2005 third quarter effective tax rate of 15.7 percent.
    --  The fiscal 2005 third quarter termination and settlement of a supply
        agreement with a medical device customer at Filtertek.
    --  The fiscal 2005 third quarter write-off of certain patents and
        licenses related to the sensor development program at PTI.
    --  Approximately $3.6 million of additional Selling, General and
        Administrative expenses (SG&A) incurred in the Communications segment
        primarily relating to additional engineering, marketing and new
        product development efforts being expended.
    --  Approximately $0.8 million of additional professional fees incurred
        related to the implementation of Sarbanes-Oxley compliance.

The fiscal 2004 year-to-date results included a net loss from discontinued operations of ($1.8) million, or ($0.14) per share, and the after-tax charges related to the exit and shutdown of the Puerto Rican facility of ($1.0) million, or ($0.08) per share. Excluding these items, prior year first nine months "Operational" earnings as defined in earlier releases were $26.4 million, or $1.98 per share.

A reconciliation of the fiscal 2004 GAAP reported earnings to "Operational" earnings is included in the Exhibits attached to this release. The Company believes that the presentation of fiscal 2004 "Operational" earnings provides meaningful additional insight into the Company's performance.

Sales

Fiscal 2005 third quarter sales were $108.8 million compared to third quarter 2004 sales of $107.9 million. Fiscal 2005 year-to-date sales of $319.3 million were $12.8 million, or 4 percent higher than 2004 year-to-date sales of $306.5 million. Favorable foreign currency values resulted in approximately $0.9 million and $3.2 million of the sales increases realized in the 2005 third quarter and year-to-date periods, respectively.

On a segment basis for the fiscal 2005 third quarter, Communications sales decreased 16 percent; Filtration / Fluid Flow ("Filtration") sales increased 2 percent; and Test sales increased 24 percent as compared to the prior year period. Year-to-date, fiscal 2005 Communications sales increased 2 percent; Filtration sales increased 3 percent; and Test sales increased 9 percent as compared to the first nine months of fiscal 2004.

Communications segment sales decreased $6.1 million in the third quarter of fiscal 2005 compared to the third quarter of fiscal 2004 as a result of the following items: sales to Puerto Rico Electric Power Authority (PREPA) were $3.2 million lower in the current period; sales in the prior year third quarter included deliveries to Bangor Hydro ($2.8 million) and Idaho Power ($1.9 million) which were not repeated in the current period; partially offset by higher shipments of Comtrak's SecurVision(R) video security products, which generated $2.3 million in sales during the third quarter of 2005 versus $1.0 million of sales in the 2004 third quarter. DCSI's sales to electric utility cooperative customers (COOP) were approximately $23 million in both the third quarter of fiscal 2005 and 2004. The year-to-date sales increase of $1.8 million includes an $11 million increase of SecurVision product deliveries ($12.9 million versus $1.9 million), offset by a reduction in sales to PPL Electric Utilities Corporation (PPL) of $18.7 million ($1.9 million versus $20.6 million).

Filtration segment sales increased $0.7 million during the third quarter of fiscal 2005 due to the following items: $1.6 million of sales resulting from the above mentioned settlement and termination of a supply agreement for a medical device customer at Filtertek; $1.1 million of additional shipments of commercial and military aerospace products at PTI; partially offset by a $1.1 million decrease in defense spares shipments at VACCO; and lower automotive shipments at Filtertek. Year-to-date, Filtration segment sales increased primarily due to $4.1 million of additional volume of commercial and military aerospace products at PTI.

Test segment sales increased during the third quarter and year-to-date periods of 2005 due to higher component sales, additional test chamber installations, the completion of several government shielding projects, the achievement of certain revenue milestones on the large Boeing contract, and higher sales recorded at the Company's Asian operations. These increases were partially offset by a $3.3 million decrease in sales in the third quarter of fiscal 2005, and a $6.4 million decrease in the year-to-date period of 2005 at the Company's European operations resulting from the fiscal 2004 completion of two large test chamber installations.

Earnings Before Interest and Taxes (EBIT)

Although fiscal 2005 third quarter sales increased in total, the sales mix changed reflecting decreased sales in Communications, which were replaced by higher sales in the Test segment. As a result, fiscal 2005 third quarter EBIT decreased by $3.8 million as compared to the fiscal 2004 third quarter.

On a segment basis, items that impacted EBIT dollars and EBIT as a percent of sales ("EBIT margin") during the third quarter of fiscal 2005 included the following.

In the Communications segment, EBIT for the 2005 third quarter was lower than the prior year period due to the decreased sales volume of AMR products noted above, and due to an $0.8 million increase in SG&A expenses relating to additional engineering, marketing and new product development efforts being expended to further differentiate DCSI's technology and enhance its competitive position. EBIT for the year-to-date 2005 period was higher than prior year primarily due to the additional profit associated with the increased sales volume of SecurVision products.

In the Filtration segment, EBIT was lower during the 2005 third quarter primarily due to an $0.8 million asset impairment charge related to the abandonment of a sensor development program at PTI. The Company ended its development efforts on this program after it determined that the market was not developing as quickly as anticipated and the future costs and timeframe to fully commercialize the product were not acceptable. Filtertek's current-year EBIT was favorably impacted by $1.0 million in the third quarter and $1.9 million year-to-date as a result of the termination of a supply agreement with a medical device customer. This settlement was offset by $1 million reduction in EBIT realized during the third quarter of 2005 at VACCO resulting from the decreased sales of defense spares. The 2004 year-to-date EBIT in the Filtration segment was negatively impacted by the exit and move costs incurred and the inefficiencies being absorbed at Filtertek during the first six months of fiscal 2004 as a result of operating in both the Puerto Rico and Juarez facilities.

In the Test segment, EBIT dollars increased in the third quarter and year-to-date periods of 2005 due to the additional sales volume and changes in sales mix resulting from additional large chamber projects which carry lower margins as compared to component products. In addition, EBIT was negatively impacted in 2005 as a result of significantly higher installation costs incurred during fiscal 2005 on government-shielding projects located in volatile areas of the world, and higher costs of steel and copper.

The Corporate office operating expenses were slightly higher in the third quarter of fiscal 2005 resulting from additional professional fees incurred related to Sarbanes-Oxley requirements.

EBIT from continuing operations for the prior year periods was affected by certain charges which are presented in detail in the financial Exhibits attached at the end of this release.

For fiscal 2004 year-to-date, the pretax charges in continuing operations related to these items were $1.3 million. These items are included in "Earnings before income taxes" in the Exhibits.

Effective Tax Rate

During the third quarter of fiscal 2005, the Company had an effective tax rate of 15.7 percent versus our previous expectations of 37.5 percent. The decrease in the third quarter tax rate was primarily driven by: a true-up of the estimated prior year foreign sourced income which was finalized during the book-to-tax reconciliation generated in the course of filing the Corporate tax return in June; an adjustment to the current year tax provision resulting from higher foreign sourced pretax income (including the June 2005 settlement reached with the medical device customer in Ireland); and a favorable state tax rate adjustment. The majority of the rate adjustment resulted from DCSI pretax income sourced in Puerto Rico. The fiscal 2005 third quarter tax rate, absent the true-up of the prior year foreign sourced income, would have been approximately 33 percent.

New Orders

New orders received were $106.2 million and $96.6 million in the third quarter of fiscal 2005 and 2004, respectively, and $321.6 million and $291.7 million for the nine-month periods of fiscal 2005 and 2004, respectively, resulting in a backlog of $251.4 million at June 30, 2005. New orders received in the third quarter of fiscal 2005 compared to the third quarter of fiscal 2004, respectively, were: in Filtration, $39.2 million and $40.3 million; in Communications, $37.4 million and $31.8 million; and in Test were $29.6 million and $24.6 million.

Cash Flow

The Company generated $9.3 million and $33.8 million of free cash flow during the third quarter and year-to-date periods ended June 30, 2005, respectively. Free cash flow is defined as "Net Cash Provided by Operating Activities" less "Capital Expenditures." For a reconciliation of free cash flow, see the Exhibits attached to this release.

Stock Split

The Board of Directors declared a 2 for 1 split of the Company's stock to be effected in the form of a 100 percent stock dividend payable September 23, 2005 to shareholders of record on September 9, 2005. The stock dividend will be distributed by the Company's transfer agent, Registrar and Transfer Company.

Stock Repurchase Program

No shares were repurchased during the third quarter of fiscal 2005. The Company spent $24.9 million during the first quarter of fiscal 2005 to repurchase 335,000 shares of its outstanding stock under its existing stock repurchase program. As of June 30, 2005, approximately 575,000 shares remain available for repurchase by the Company under the current program, which expires September 30, 2006.

Chairman's Commentary

Vic Richey, Chairman and Chief Executive Officer, commented, "Operationally, our third quarter results were generally in line with our expectations with the exception of the Communications segment where approximately $1.2 million of expected sales and the associated profit shifted from the third quarter to the fourth quarter. The clear highlight of the third quarter was the progress we made in expanding our opportunities in the Investor-Owned Utility (IOU) market. As previously announced, we received a contract from TXU Electric Delivery (TXU) to cover an additional 265,000 endpoints, and we were selected by Pacific Gas and Electric Company (PG&E) as the single solution for all of PG&E's electric customers as part of its proposed Advanced Metering Infrastructure (AMI) project. We are under way on the TXU program and it is our hope that the performance and economies we deliver through our TWACS(R) system will encourage TXU to further expand its deployment of our product. In the case of the PG&E program, we are actively working with the customer to finalize a contract. In addition to finalizing a contract, the program is also subject to Regulatory and Board approvals. If we are successful in advancing these two IOU projects, we should see significant incremental sales and profit contributions beginning in the second half of fiscal 2006.

"In terms of the current market and operating environments for our businesses, we are seeing a wide range of conditions.

"In Filtration, while the commercial aerospace market has improved, our defense spares business is declining given the changing nature of activity in the Middle East. The demand in the automotive markets we serve has been soft, and taken together with higher raw material prices and our competitors' response to the softness, we are in a challenging position in spite of the actions we have taken to relocate our production to lower cost facilities. While we are not without opportunities in Filtration, in the near term we expect continued market pressure and a difficult operating environment.

"In Communications, we remain encouraged by the activity in the Automatic Meter Reading (AMR) market. While we are seeing a somewhat higher level of competition in the COOP space, I think we are well positioned to respond both in terms of the functionality we deliver and the opportunities we have to further reduce our costs. The IOU markets remain active and the competitive landscape is unchanged. We are continuing to increase our investments in the AMR business to expand our presence through new or enhanced products and to service the increased volume we anticipate.

"In the Test segment, the overall market remains strong and we continue to regard Asia as our best opportunity for growth. The investments we have made in both Japan and China are delivering results beyond what we initially expected. In particular, during the third quarter we received a $4.2 million contract in Japan from Mitsubishi Motors to provide a turnkey EMC test facility. Also in the third quarter, we completed a state of the art shielded multi-purpose anechoic chamber at the Telecommunications Metrology Center (TMC) in Beijing. The TMC is the regulatory body responsible for all mobile and network equipment standards development in China, and as such, we consider both our selection and the chamber performance as significant in the context of further expanding our business in China.

"Across our businesses, while we have pockets that are challenging, we believe we have more opportunity than risk. The entire ESCO team is committed to dealing with the challenges and is focused on capitalizing on the opportunities."

Mr. Richey concluded, "As indicated in the headline of this release, the Board of Directors today approved a split of the Company's stock. Our decision to effect the split was based not only on our optimism about our long-term outlook but also our belief that the split will both broaden our shareholder base and enhance the marketability of our shares."

Fiscal 2005 Business Outlook

Statements contained in the preceding and following paragraphs are based on current expectations. Statements that are not strictly historical are considered forward-looking, and actual results may differ materially.

Revenues

Management expects the aggregate revenues to be up slightly for the fourth quarter of fiscal 2005 compared to the third quarter of fiscal 2005 as presented above. On a segment basis, Filtration revenues should be in the range of $40 million to $42 million, down from the third quarter of fiscal 2005 which included the $1.6 million in revenue from the medical device settlement. Test revenues should be in the range of $30 million to $32 million dependent upon the timing of the completion of certain chamber projects in process. Communications revenues are expected to increase in the fourth quarter and should be in the range of $35 million to $37 million.

EBIT

Management expects the aggregate EBIT to be up slightly for the fourth quarter of fiscal 2005 compared to the third quarter of fiscal 2005. On a segment basis, Filtration EBIT should be in the range of $4.5 million to $5.5 million, a decrease from the $5.9 million recorded in the third quarter of fiscal 2005 which included the $1 million profit contribution from the medical device settlement. Test EBIT should be in the range of $2.7 million to $3.2 million, and in Communications, EBIT should be in the range of $9.5 million to $10.5 million.

Corporate operating expenses are expected to be slightly lower than the third quarter fiscal 2005 amounts.

EBIT for the fourth quarter of fiscal 2005 is expected to be lower than the fiscal 2004 fourth quarter primarily as a result of lower sales within the Communications segment related to Bangor Hydro and PREPA, and lower sales of defense spares products at Vacco.

Earnings Per Share

Management anticipates fourth quarter fiscal 2005 EPS to be in the range of $0.75 to $0.78 per share. The resulting fiscal year EPS is expected to be $3.29 to $3.32 per share, which increased from our previous range of $3.10 to $3.20 per share, as a result of the lower effective tax rate for fiscal 2005.

As a result of the lower tax rate realized in the third quarter of fiscal 2005, the effective tax rate for the fourth quarter and full year of fiscal 2005 is expected to be approximately 37 percent and 32.5 percent, respectively, compared to the previous expectation of 37.5 percent.

Other Matters

At the end of August, ESCO will be relocating its corporate headquarters to a nearby and smaller facility in St. Louis. The new location is expected to reduce the Company's lease and operating expenses over the next several years.

Effective September 1, 2005, the new address will be 9900A Clayton Road, St. Louis, Missouri, 63124. All telephone and fax numbers will remain the same.

Conference Call

The Company will host a conference call today, August 9, at 9:30 a.m., Central Time, to discuss the Company's third quarter operating results. A live audio webcast will be available on the Company's Web site at http://www.escotechnologies.com . Please access the Web site at least 15 minutes prior to the call to register, download and install any necessary audio software.

A replay of the conference call will be available for seven days on the Company's website noted above or by phone (dial 1-888-203-1112 and enter the pass code 4889050).

Forward-Looking Statements

Statements in this press release regarding future revenues and the level of revenue contributions from each segment, potential customer contracts, further deployment of our TWACS system by TXU, the Company's successful negotiation and receipt of a contract with PG&E, growth in the AMR market, the success of cost reduction efforts, fiscal 2005 corporate operating expenses, the fiscal 2005 effective tax rate, future fiscal 2005 results, earnings, sales and profit contributions from IOU projects, revenue growth, EBIT margins, EPS, long term success of the Company, expected results of the stock split, and other written and oral statements which 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 release, and the Company undertakes no duty to update. 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: actions by the California Public Utility Commission or PG&E's Board of Directors impacting PG&E's AMI projects; weakening of economic conditions in served markets; changes in customer demands or customer insolvencies; competition; intellectual property rights; technical difficulties; unforeseen charges impacting corporate operating expenses; the performance of the Company's international operations; successful execution of the planned sale of the Company's Puerto Rico facility; material changes in the costs of certain raw materials including steel, copper and petroleum based resins; delivery delays or defaults by customers; termination for convenience of customer contracts; timing and magnitude of future contract awards; performance issues with key customers, suppliers and subcontractors; labor disputes; changes in laws and regulations including changes in accounting standards and taxation requirements; changes in foreign or U.S. business conditions affecting the distribution of foreign earnings; costs relating to environmental matters; litigation uncertainty; and the Company's successful execution of internal operating plans.

ESCO, headquartered in St. Louis, is a leading supplier of engineered filtration products to the process, health care and transportation markets worldwide. In addition, the Company markets proprietary, special purpose communications systems and is the industry leader in RF shielding and EMC test products.

ESCO Technologies Inc. and Subsidiaries
         Condensed Consolidated Statements of Operations (Unaudited)
               (Dollars in thousands, except per share amounts)

                                  Three Months Ended
                                    June 30, 2005

                                         GAAP

    Net Sales                         $ 108,800
    Cost and Expenses:
      Cost of sales                      71,911
      Asset impairment                      790
      SG&A                               21,722
      Interest (income) expense            (534)
      Other (income) expenses, net          198
        Total costs and expenses         94,087

    Earnings before income taxes         14,713
    Income taxes                          2,312

        Net earnings                  $  12,401

    Earnings per share:
      Basic
        Net earnings                  $    0.98

      Diluted
        Net earnings                  $    0.95

    Average common shares O/S:
      Basic                              12,712
      Diluted                            13,094



                   ESCO Technologies Inc. and Subsidiaries
         Condensed Consolidated Statements of Operations (Unaudited)
               (Dollars in thousands, except per share amounts)

                                       Three Months Ended June 30, 2004

                                                                (1)
                                       GAAP        Adj.    "Operational"

    Net Sales                        $107,911                 107,911
    Cost and Expenses:
      Cost of sales                    70,125                  70,125
      SG&A                             19,670                  19,670
      Interest (income) expense          (129)                   (129)
      Other (income) expenses, net         71                      71
         Total costs and expenses      89,737                  89,737

    Earnings before income taxes       18,174                  18,174
    Income taxes                        6,958                   6,958

      Net earnings from
       continuing operations           11,216                  11,216

    Loss from discontinued
      operations, net of tax           (1,100)    1,100  (2)       --

    Gain on sale of discontinued
      operations, net of tax            1,925    (1,925) (2)       --

      Net earnings from
        discontinued operations           825      (825)           --

      Net earnings                   $ 12,041      (825)       11,216

    Earnings per share:
      Basic
        Net earnings from
         continuing operations       $   0.87                    0.87
        Net earnings from
         discontinued operations          .06                    0.00
        Net earnings                 $   0.93                    0.87

      Diluted
        Net earnings from
         continuing operations       $   0.84                    0.84
        Net earnings from
         discontinued operations         0.06                    0.00
        Net earnings                 $   0.90                    0.84

    Average common shares O/S:
      Basic                            12,938                  12,938
      Diluted                          13,315                  13,315

     (1) Represents results on an adjusted basis, after removing the item
         described below in (2).
     (2) Relates to the Microfiltration and Separations businesses which are
         classified as "discontinued operations."



                   ESCO Technologies Inc. and Subsidiaries
         Condensed Consolidated Statements of Operations (Unaudited)
               (Dollars in thousands, except per share amounts)

                                Nine Months Ended
                                  June 30, 2005

                                       GAAP

    Net Sales                       $ 319,335
    Cost and Expenses:
      Cost of sales                   209,409
      Asset impairment                    790
      SG&A                             62,804
      Interest (income) expense        (1,317)
      Other (income) expenses, net       (492)
        Total costs and expenses      271,194

    Earnings before income taxes       48,141
    Income taxes                       14,790

      Net earnings                  $  33,351

    Earnings per share:
      Basic
        Net earnings                $    2.62

      Diluted
        Net earnings                $    2.54

    Average common shares O/S:
      Basic                            12,721
      Diluted                          13,113



                   ESCO Technologies Inc. and Subsidiaries
         Condensed Consolidated Statements of Operations (Unaudited)
               (Dollars in thousands, except per share amounts)

                                      Nine Months Ended June 30, 2004

                                                                (1)
                                       GAAP        Adj.    "Operational"

    Net Sales                        $306,477                 306,477
    Cost and Expenses:
      Cost of sales                   207,175                 207,175
      SG&A                             57,549      (470) (2)   57,079
      Interest (income) expense          (648)                   (648)
      Other (income) expenses, net      1,199      (860) (3)      339
         Total costs and expenses     265,275    (1,330)      263,945

    Earnings before income taxes       41,202     1,330        42,532
    Income taxes                       15,833       305  (4)   16,138

      Net earnings from
       continuing operations           25,369     1,025        26,394

    Loss from discontinued
      operations, net of tax           (3,737)    3,737  (5)       --

    Gain on sale of discontinued
      operations, net of tax            1,925    (1,925) (5)       --

      Net loss from discontinued
       operations                      (1,812)    1,812            --

      Net earnings                   $ 23,557     2,837        26,394

    Earnings (loss) per share:
      Basic
        Net earnings from
         continuing operations       $   1.97                    2.05
        Net loss from
         discontinued operations        (0.14)                   0.00
        Net earnings                 $   1.83                    2.05

      Diluted
        Net earnings from
         continuing operations       $   1.91                    1.98
        Net loss from
         discontinued operations        (0.14)                   0.00
        Net earnings                 $   1.77                    1.98

    Average common shares O/S:
      Basic                            12,885                  12,885
      Diluted                          13,310                  13,310

     (1) Represents results on an adjusted basis, after removing the items
         described below in (2)-(4).
     (2) Represents severance charges related to the exit of the Puerto Rico
         facility.
     (3) Represents shutdown costs related to the exit of the Puerto Rico
         facility.
     (4) Represents the tax impact of items described above in (2)-(3).
     (5) Relates to the Microfiltration and Separations businesses which are
         classified as "discontinued operations."



                   ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
                    Condensed Business Segment Information
                                 (Unaudited)
                            (Dollars in millions)

                          Three Months Ended        Nine Months Ended
                               June 30,                 June 30,
                           2005         2004        2005        2004

    Net Sales-GAAP

      Filtration          $ 44.7        44.0       129.6       126.2
      Communications        31.1        37.2       100.8        99.0
      Test                  33.0        26.7        88.9        81.3
        Totals            $108.8       107.9       319.3       306.5

    EBIT-GAAP basis (1)
      Filtration          $  5.9         6.4        18.0        14.1 (2)
      Communications         8.2        11.7        28.4        26.3
      Test                   3.3         2.8         8.7         8.3
      Corporate             (3.2)       (2.9)       (8.3)       (8.1)
        Totals            $ 14.2        18.0        46.8        40.6

       Note: Prior year amounts presented above exclude the operations of the
             MicroSep businesses, which are classified as "discontinued
             operations."  Depreciation and amortization expense for
             continuing operations was $3.2 million and $3.1 million for the
             fiscal quarters ended June 30, 2005 and 2004, respectively, and
             $9.3 million and $9.0 million for the nine-month periods ended
             June 30, 2005 and 2004, respectively.

       (1) EBIT is defined as earnings from continuing operations before
           interest and taxes.
       (2) The reconciliation to Operational Revenue/EBIT for the Filtration
           segment is below:


                                                           YTD FY 04
                                                       Net Sales    EBIT
    Filtration Segment - GAAP                           $126.2      14.1
    Add: Puerto Rico facility
      exit costs                                            --       1.3
    Filtration Segment -
      "Operational"                                     $126.2      15.4



                   ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
                Reconciliation of Non-GAAP Financial Measures
                                 (Unaudited)
                            (Dollars in millions)

        EBIT (1) - As Reported

                                 Three Months Ended      Nine Months Ended
                                      June 30,                June 30,
                                  2005        2004        2005       2004

    EBIT                         $14.2        18.0        46.8       41.9
    Interest income                0.5         0.1         1.3        0.6
    Less: Income taxes             2.3         6.9        14.8       16.1
    Net earnings from
      continuing operations      $12.4        11.2        33.3       26.4

     (1) EBIT is defined as earnings from continuing operations before
         interest and taxes.  Excludes the operations of the MicroSep
         businesses, which are classified as "discontinued operations" in
         fiscal 2004.



                   ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
              Condensed Consolidated Balance Sheets (Unaudited)
                            (Dollars in thousands)

                                              June 30,      September 30,
                                                2005             2004
    Assets
      Cash and cash equivalents              $ 85,765         $ 72,281
      Accounts receivable, net                 71,045           77,729
      Costs and estimated earnings
        on long-term contracts                  3,056            2,476
      Inventories                              53,881           44,287
      Current portion of deferred
        tax assets                             20,022           27,810
      Other current assets                      9,184            8,947
        Total current assets                  242,953          233,530

      Property, plant and equipment, net       67,360           69,103
      Goodwill                                 68,884           68,949
      Deferred tax assets                       6,529           10,055
      Other assets                             23,894           20,803
                                             $409,620         $402,440

    Liabilities and Shareholders' Equity
      Short-term borrowings and current
       maturities of long-term debt          $     37         $    151
      Other current liabilities                61,089           68,171
          Total current liabilities            61,126           68,322
      Deferred income                           3,288            2,738
      Other liabilities                        23,527           23,396
      Long-term debt                              360              368
      Shareholders' equity                    321,319          307,616
                                             $409,620         $402,440



                   ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                            (Dollars in thousands)

                                                         Nine Months Ended
                                                           June 30, 2005
    Cash flows from operating activities:
      Net earnings                                          $ 33,351
      Adjustments to reconcile net earnings to net
      cash provided by operating activities:
        Depreciation and amortization                          9,263
        Changes in operating working capital                  (3,020)
        Effect of deferred taxes                               3,526
        Other                                                 (2,689)
          Net cash provided by operating activities           40,431

    Cash flows from investing activities:
      Capital expenditures                                    (6,580)
        Net cash used by investing activities                 (6,580)

    Cash flows from financing activities:
      Principal payments on long-term debt                      (122)
      Purchases of common stock into treasury                (24,928)
      Other, including exercise of stock options               4,683
        Net cash used by financing activities                (20,367)
      Net increase in cash and cash equivalents               13,484
      Cash and cash equivalents, beginning of period          72,281
      Cash and cash equivalents, end of period              $ 85,765



                   ESCO Technologies Inc. and Subsidiaries
               Reconciliation of Free Cash Flow - June 30, 2005
                            (Dollars in thousands)

                                            Three Months     Nine Months
                                           Ended June 30,   Ended June 30,
                                                2005             2005

    Net cash provided by operating
      activities                              $ 11,323           40,431

    Less: Capital expenditures                  (2,012)          (6,580)

    Free cash flow                            $  9,311           33,851



                   ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
                        Other Selected Financial Data
                                 (Unaudited)
                            (Dollars in thousands)

    Backlog And Entered
    Orders-Q3 FY 2005          Filtration   Comm.      Test      Total
      Beginning Backlog-
        3/31/05                $  92,523   101,706    59,716    253,945
      Entered Orders              39,198    37,402    29,609    106,209
      Sales                      (44,652)  (31,141)  (33,007)  (108,800)
      Ending Backlog-
       6/30/05                 $  87,069   107,967    56,318    251,354

    Backlog And Entered
    Orders-YTD FY 2005         Filtration   Comm.      Test      Total
      Beginning Backlog-
       9/30/04                 $  77,753   108,661    62,664    249,078
      Entered Orders             138,947   100,065    82,599    321,611
      Sales                     (129,631) (100,759)  (88,945)  (319,335)
      Ending Backlog-
       6/30/05                 $  87,069   107,967    56,318    251,354

SOURCE ESCO Technologies Inc.

Patricia K. Moore, Director, Investor Relations, of ESCO Technologies Inc.,
+1-314-213-7277; or media inquiries, David P. Garino, for ESCO Technologies Inc.,
+1-314-982-0551
http://www.prnewswire.com