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SEC Company Response from ESCO TECHNOLOGIES INC (ESE) (CIK 0000866706) (ESE) — Mar 27, 2006

ESCO TECHNOLOGIES INC (ESE) (CIK 0000866706)
Date: March 27, 2006 · CIK: 0000866706 · Accession: 0000866706-06-000031

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Date
March 27, 2006
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Not clearly detected
Form
CORRESP
Company
ESCO TECHNOLOGIES INC (ESE) (CIK 0000866706)

Letter

Comment #1 - Summary of Significant Accounting Policies: --------------------------------------------------------

We have read your proposed revision to the revenue recognition footnote in response to our prior comment number two; however, we believe there are a few items under your Communications Segment disclosure which require further clarification. With respect to your software revenue arrangements, please tell us and revise your footnote to disclose whether the hardware element included in such arrangements is essential to the functionality of the software and if so, disclose whether VSOE has been established for the hardware. If VSOE has not been established, then please explain how the lack of VSOE affects the timing of your revenue recognition in light of the hardware, among other elements other than the software itself, is delivered over the contractual deployment period as noted in your response. Please describe whether such hardware is considered a specified element in the software arrangement and if so, disclose how VSOE has been established for the hardware element.

If the hardware element is not essential to the functionality of the software, then describe how the Company accounts for the revenue associated with the hardware element in such arrangements.

Response --------

As suggested by the Staff, Management will revise future filings to clarify our revenue recognition policy to provide additional information with respect to the hardware element included in our software revenue arrangements. Our proposed addition to our revenue recognition policy (within the Communications segment) in our Summary of Significant Accounting Policies in future filings is provided below.

With respect to the Company's software revenue arrangements, the hardware element included in such arrangements is essential to the functionality of the software and therefore, considered to be software-related. Hardware is considered a specified element in the software arrangement and VSOE has been established for this element. VSOE for the hardware element is determined based on the price when sold separately to customers.

Comment #2 - Management's Discussion and Analysis, Results of Operations, Net -------------------------------------------------------------------------------- Sales: ------

Reference is made to your discussion surrounding net sales of the Company's Communications Segment. You indicate that the decrease in the first quarter of fiscal 2006 is primarily due to lower shipments of $11 million in AMR product as compared to the same period in fiscal 2005, and further, $9.9 million of the $11 million decrease was due to lower AMR product sales to the COOP market as a result of a weakness in orders. Please tell us and revise future filings to disclose whether you expect this trend to continue in the future. If so, please also disclose whether it will have a material adverse impact to your future results of operations and financial statements as a whole, and to the extent possible, please quantify the impact. If you believe this trend will not continue or have a material adverse effect, then please discuss the reasons why.

Response --------

As suggested by the Staff, Management will revise future filings to disclose that it does not expect this sales decrease to continue in the future and the reasons why. The decline in orders during the second half of fiscal 2005 was due in part to changes in the competitive landscape and the Company's efforts in responding to requests for proposals in its pursuit of several large investor owned utility customers. First quarter fiscal 2006 orders from the COOP market were higher than each quarter in fiscal 2005 and second quarter fiscal 2006 orders are expected to be consistent with first quarter levels.

Comment #3 - Capitalized Software Costs: ----------------------------------------

In view of the significant amount of capitalized software costs included in other assets within your balance sheets, and your disclosure in the capital resources and liquidity section indicating that you expect to incur additional software costs with respect to TNG in the future, please tell us and revise your significant accounting policies in future filings to include the Company's policy for capitalizing software development costs in accordance with SFAS No. 86. Your revised disclosure should include, but not be limited to, when the Company begins the capitalization of software costs; that is, when it has determined that technological feasibility has been established and describe the type of costs that are capitalized prior to general release of the software product. Also, we note that you amortize such costs generally over the useful life of 3-7 years, please explain to us how you determined the period over which you expect to receive future benefits from these assets and explain why you believe the useful life being used is appropriate. Furthermore, please review your notes in future filings to comply with all disclosure requirements under paragraphs 11 and 12 of SFAS No. 86 and provide us with your planned revisions. We may have further comment upon receipt of your response.

Response --------

As suggested by the Staff, Management will revise future filings to describe the capitalized software costs in accordance with SFAS No. 86. In addition, we will revise our notes to the financial statements in future filings to comply with the disclosure requirements under paragraphs 11 and 12 of SFAS No. 86 to include the following information: (a) unamortized computer software costs included in each balance sheet presented; and (b) the total amount charged to expense in each income statement presented for amortization of capitalized computer software costs and for amounts written down to net realizable value. Our proposed revision to our Summary of Significant Accounting Policies in future filings is provided below.

The costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are charged to expense when incurred as research and development until technological feasibility has been established for the product. Technological feasibility is typically established upon completion of a detailed program design. Costs incurred after this point are capitalized on a project-by-project basis in accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed." Costs that are capitalized primarily consist of external development costs. Upon general release of the product to customers, the Company ceases capitalization and begins amortization, which is calculated on a project-by-project basis as the greater of (1) the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product or (2) the straight-line method over the estimated economic life of the product. The Company generally amortizes the software development costs over a three to seven year period based upon the estimated future economic life of the product. Factors considered in determining the estimated future economic life of the product include anticipated future revenues, and changes in software and hardware technologies. The carrying values of capitalized costs are evaluated for impairment on an annual basis to determine if circumstances exist which indicate the carrying value of the asset may not be recoverable. If expected cash flows are insufficient to recover the carrying amount of the asset, then an impairment loss is recognized to state the asset at its net realizable value.

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Comment #1 - Summary of Significant Accounting Policies:
--------------------------------------------------------

We have read your  proposed  revision  to the  revenue  recognition  footnote in
response to our prior comment  number two;  however,  we believe there are a few
items  under  your  Communications  Segment  disclosure  which  require  further
clarification.  With respect to your software revenue arrangements,  please tell
us and revise your footnote to disclose whether the hardware element included in
such  arrangements is essential to the  functionality of the software and if so,
disclose  whether VSOE has been  established  for the hardware.  If VSOE has not
been established, then please explain how the lack of VSOE affects the timing of
your revenue  recognition  in light of the hardware,  among other elements other
than the software itself, is delivered over the contractual deployment period as
noted in your response.  Please  describe  whether such hardware is considered a
specified  element in the software  arrangement and if so, disclose how VSOE has
been established for the hardware element.

If the hardware  element is not essential to the  functionality of the software,
then  describe  how the Company  accounts  for the revenue  associated  with the
hardware element in such arrangements.

Response
--------

As suggested by the Staff,  Management will revise future filings to clarify our
revenue recognition policy to provide additional information with respect to the
hardware  element included in our software  revenue  arrangements.  Our proposed
addition to our revenue  recognition policy (within the Communications  segment)
in our Summary of Significant  Accounting Policies in future filings is provided
below.

With  respect to the  Company's  software  revenue  arrangements,  the  hardware
element included in such  arrangements is essential to the  functionality of the
software  and  therefore,   considered  to  be  software-related.   Hardware  is
considered  a specified  element in the software  arrangement  and VSOE has been
established for this element.  VSOE for the hardware element is determined based
on the price when sold separately to customers.

Comment #2 - Management's  Discussion and Analysis,  Results of Operations,  Net
--------------------------------------------------------------------------------
             Sales:
             ------

Reference  is made to your  discussion  surrounding  net sales of the  Company's
Communications  Segment.  You indicate that the decrease in the first quarter of
fiscal 2006 is primarily due to lower shipments of $11 million in AMR product as
compared to the same period in fiscal 2005, and further, $9.9 million of the $11
million  decrease  was due to lower AMR  product  sales to the COOP  market as a
result of a weakness  in orders.  Please  tell us and revise  future  filings to
disclose whether you expect this trend to continue in the future.  If so, please
also  disclose  whether it will have a material  adverse  impact to your  future
results of  operations  and financial  statements as a whole,  and to the extent
possible,  please  quantify  the  impact.  If you  believe  this  trend will not
continue or have a material adverse effect, then please discuss the reasons why.

Response
--------

As suggested by the Staff,  Management  will revise  future  filings to disclose
that it does not expect  this sales  decrease  to continue in the future and the
reasons why. The decline in orders during the second half of fiscal 2005 was due
in part to changes in the  competitive  landscape and the  Company's  efforts in
responding to requests for  proposals in its pursuit of several  large  investor
owned utility  customers.  First quarter fiscal 2006 orders from the COOP market
were higher  than each  quarter in fiscal  2005 and second  quarter  fiscal 2006
orders are expected to be consistent with first quarter levels.

Comment #3 - Capitalized Software Costs:
----------------------------------------

In view of the  significant  amount of  capitalized  software  costs included in
other assets  within your balance  sheets,  and your  disclosure  in the capital
resources and liquidity  section  indicating that you expect to incur additional
software costs with respect to TNG in the future, please tell us and revise your
significant  accounting  policies  in future  filings to include  the  Company's
policy for capitalizing  software  development costs in accordance with SFAS No.
86. Your  revised  disclosure  should  include,  but not be limited to, when the
Company  begins the  capitalization  of  software  costs;  that is,  when it has
determined that technological  feasibility has been established and describe the
type of costs  that are  capitalized  prior to general  release of the  software
product.  Also, we note that you amortize such costs  generally  over the useful
life of 3-7 years, please explain to us how you determined the period over which
you expect to receive  future  benefits  from these  assets and  explain why you
believe the useful life being used is  appropriate.  Furthermore,  please review
your notes in future  filings to comply with all disclosure  requirements  under
paragraphs 11 and 12 of SFAS No. 86 and provide us with your planned  revisions.
We may have further comment upon receipt of your response.

Response
--------

As suggested by the Staff, Management will revise future filings to describe the
capitalized software costs in accordance with SFAS No. 86. In addition,  we will
revise our notes to the financial  statements  in future  filings to comply with
the disclosure requirements under paragraphs 11 and 12 of SFAS No. 86 to include
the following  information:  (a) unamortized computer software costs included in
each balance  sheet  presented;  and (b) the total amount  charged to expense in
each  income  statement  presented  for  amortization  of  capitalized  computer
software  costs  and for  amounts  written  down to net  realizable  value.  Our
proposed  revision to our Summary of Significant  Accounting  Policies in future
filings is provided below.

The costs incurred for the  development of computer  software that will be sold,
leased,  or otherwise  marketed are charged to expense when incurred as research
and development  until  technological  feasibility has been  established for the
product. Technological feasibility is typically established upon completion of a
detailed  program  design.  Costs incurred after this point are capitalized on a
project-by-project  basis in accordance  with SFAS No. 86,  "Accounting  for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed." Costs that
are capitalized  primarily consist of external  development  costs. Upon general
release of the product to  customers,  the  Company  ceases  capitalization  and
begins amortization,  which is calculated on a  project-by-project  basis as the
greater of (1) the ratio of current gross revenues for a product to the total of
current  and  anticipated  future  gross  revenues  for the  product  or (2) the
straight-line  method  over the  estimated  economic  life of the  product.  The
Company generally amortizes the software development costs over a three to seven
year  period  based upon the  estimated  future  economic  life of the  product.
Factors  considered in  determining  the estimated  future  economic life of the
product  include  anticipated  future  revenues,  and  changes in  software  and
hardware  technologies.  The carrying values of capitalized  costs are evaluated
for  impairment  on an annual basis to determine  if  circumstances  exist which
indicate the  carrying  value of the asset may not be  recoverable.  If expected
cash flows are insufficient to recover the carrying amount of the asset, then an
impairment loss is recognized to state the asset at its net realizable value.

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