SEC Filing - ESCO Technologies Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023


☐	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.)

9900A CLAYTON ROAD
ST. LOUIS, MISSOURI	63124-1186
(Address of principal executive offices)	(Zip Code)

(314) 213-7200

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ESE		New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Shares outstanding at April 30, 2023
Common stock, $.01 par value per share		25,758,077

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)


	Three Months Ended
	March 31,
	2023		2022

Net sales	$	229,136	204,928
Costs and expenses:
Cost of sales		142,296	128,375
Selling, general and administrative expenses		53,877	47,959
Amortization of intangible assets		7,030	6,510
Interest expense, net		2,269	1,020
Other expenses (income), net		314	(604)
Total costs and expenses		205,786	183,260

Earnings before income taxes		23,350	21,668
Income tax expense		5,472	5,085
Net earnings	$	17,878	16,583

Earnings per share:
Basic - Net earnings		0.69	0.64

Diluted - Net earnings	$	0.69	0.64

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)


	Six Months Ended
	March 31,
	2023		2022

Net sales	$	434,637		381,938
Costs and expenses:
Cost of sales		268,679		236,680
Selling, general and administrative expenses		105,179		94,594
Amortization of intangible assets		13,891		12,977
Interest expense, net		3,927		1,753
Other expenses (income), net		712		(571)
Total costs and expenses		392,388		345,433

Earnings before income taxes		42,249		36,505
Income tax expense		9,644		8,398
Net earnings	$	32,605		28,107

Earnings per share:
Basic — Net earnings	$	1.26		1.08

Diluted — Net earnings	$	1.26		1.08

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)


	Three Months Ended			Six Months Ended
	March 31,			March 31,
	2023		2022	2023	2022
Net earnings	$	17,878	16,583	32,605	28,107
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		2,233	(2,811)	13,747	(5,311)
Total other comprehensive income (loss), net of tax		2,233	(2,811)	13,747	(5,311)
Comprehensive income	$	20,111	13,772	46,352	22,796

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)


	March 31,		September 30,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	48,221		97,724
Accounts receivable, net of allowance for credit losses of $2,693 and $2,612, respectively		180,817		164,645
Contract assets		128,205		125,154
Inventories, net		185,753		162,403
Other current assets		27,144		22,696
Total current assets		570,140		572,622
Property, plant and equipment, net of accumulated depreciation of $166,699 and $165,322, respectively		154,020		155,973
Intangible assets, net of accumulated amortization of $189,819 and $175,928, respectively		401,717		394,464
Goodwill		505,194		492,709
Operating lease assets		41,418		29,150
Other assets		10,113		9,538
Total assets	$	1,682,602		1,654,456

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	20,000		20,000
Accounts payable		79,619		78,746
Contract liabilities		119,970		125,009
Accrued salaries		31,092		40,572
Accrued other expenses		46,374		53,802
Total current liabilities		297,055		318,129
Deferred tax liabilities		81,150		82,023
Non-current operating lease liabilities		37,657		24,853
Other liabilities		44,945		48,294
Long-term debt		141,000		133,000
Total liabilities		601,807		606,299
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 30,751,449 and 30,707,748 shares, respectively		308		307
Additional paid-in capital		304,184		301,553
Retained earnings		933,499		905,022
Accumulated other comprehensive loss, net of tax		(18,018)		(31,764)
		1,219,973		1,175,118
Less treasury stock, at cost: 4,993,372 and 4,854,997 common shares, respectively		(139,178)		(126,961)
Total shareholders’ equity		1,080,795		1,048,157
Total liabilities and shareholders’ equity	$	1,682,602		1,654,456

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Six Months Ended
	March 31,
	2023		2022
Cash flows from operating activities:
Net earnings	$	32,605	28,107
Adjustments to reconcile net earnings to net cash (used) provided by operating activities:
Depreciation and amortization		24,910	24,292
Stock compensation expense		5,309	3,428
Changes in assets and liabilities		(67,140)	(41,451)
Effect of deferred taxes		(1,145)	8,627
Net cash (used) provided by operating activities		(5,461)	23,003
Cash flows from investing activities:
Acquisition of business, net of cash acquired		(17,901)	(15,592)
Additions to capitalized software and other		(5,918)	(4,727)
Capital expenditures		(10,305)	(20,715)
Net cash used by investing activities		(34,124)	(41,034)
Cash flows from financing activities:
Proceeds from long-term debt and short-term borrowings		68,000	88,000
Principal payments on long-term debt and short-term borrowings		(60,000)	(46,000)
Purchases of common stock into treasury		(12,217)	(17,878)
Dividends paid		(4,128)	(4,150)
Other		(2,374)	(2,719)
Net cash (used) provided by financing activities		(10,719)	17,253
Effect of exchange rate changes on cash and cash equivalents		801	(1,130)
Net decrease in cash and cash equivalents		(49,503)	(1,908)
Cash and cash equivalents, beginning of period		97,724	56,232
Cash and cash equivalents, end of period	$	48,221	54,324

Supplemental cash flow information:
Interest paid	$	3,384	1,002
Income taxes paid (including state and foreign)		13,346	1,558

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements, in the opinion of management, include all adjustments, consisting 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 for annual financial statements by accounting principles generally accepted in the United States of America (GAAP).

The Company’s results for the three-month period ended March 31, 2023 are not necessarily indicative of the results for the entire 2023 fiscal year. References to the second quarters of 2023 and 2022 represent the fiscal quarters ended March 31, 2023 and 2022, respectively. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates.

2. EARNINGS PER SHARE (EPS)

Basic EPS is calculated using the weighted average number of common shares outstanding during the period. Diluted EPS 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 vesting of performance-accelerated restricted shares (restricted 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):


	Three Months		Six Months
	Ended March 31,		Ended March 31,
	2023	2022	2023	2022
Weighted Average Shares Outstanding — Basic	25,800	25,953	25,831	26,008
Dilutive Restricted Shares	95	92	88	90
Adjusted Shares — Diluted	25,895	26,045	25,919	26,098

3. ACQUISITION

On February 1, 2023, the Company acquired CMT Materials, LLC and its affiliate Engineered Syntactic Systems, LLC (CMT) for a purchase price of approximately $18 million, net of cash acquired. CMT, based in Attleboro, Massachusetts, is a supplier of syntactic materials for buoyancy and specialty applications. Since the date of acquisition, the operating results for the CMT business have been included as part of Globe in the A&D segment. The acquisition date fair value of the assets acquired and liabilities assumed primarily were as follows: approximately $1.7 million of accounts receivable, $3.0 million of inventory, $1.3 million of property, plant and equipment, $1.2 million of accounts payable and accrued expenses, $7.3 million of identifiable intangible assets, mainly consisting of customer relationships totaling $6.2 million. The acquired goodwill of $5.7 million related to excess value associated with opportunities to expand the services and products that the Company can offer to its customers. The Company anticipates that the goodwill will be deductible for tax purposes.

4. SHARE-BASED COMPENSATION

The Company provides compensation benefits to certain key employees under several share-based plans providing for performance-accelerated and/or time-vested restricted stock unit awards, and to non-employee directors under a non-employee directors compensation plan.

Performance-Accelerated Restricted Stock Unit (PARS) Awards and Time-Vested Restricted Stock Unit (RSU) Awards

Compensation expense related to the PARS/RSU awards was $3.1 million and $4.7 million for the three and six-month periods ended March 31, 2023, respectively, and $1.5 million and $2.8 million for the corresponding periods in 2022. As of March 31, 2023, there were 244,387 unvested stock units outstanding.

Non-Employee Directors Plan

Compensation expense related to the non-employee director grants was $0.3 million and $0.6 million for the three and six-month periods ended March 31, 2023, respectively, and $0.3 million and $0.6 million for the corresponding periods in 2022.

The total share-based compensation cost that has been recognized in the results of operations and included within selling, general and administrative expenses (SG&A) was $3.4 million and $5.3 million for the three and six-month periods ended March 31, 2023, respectively, and $1.7 million and $3.4 million for the corresponding periods in 2022. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $0.3 million and $0.6 million for the three and six-month periods ended March 31, 2023, respectively, and $0.3 million and $0.5 million for the corresponding periods in 2022. As of March 31, 2023, there was $10.8 million of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a remaining weighted-average period of 1.7 years.

5. INVENTORIES

Inventories, net, consist of the following:


	March 31,		September 30,
(In thousands)	2023		2022
Finished goods	$	32,712	32,471
Work in process		46,596	38,492
Raw materials		106,445	91,440
Total inventories, net	$	185,753	162,403

6.	GOODWILL AND OTHER INTANGIBLE ASSETS

Included on the Company’s Consolidated Balance Sheets at March 31, 2023 and September 30, 2022 are the following intangible assets gross carrying amounts and accumulated amortization:


	March 31,		September 30,
(Dollars in thousands)	2023		2022
Goodwill	$	505,194	492,709

Intangible assets with determinable lives:
Patents
Gross carrying amount	$	2,425	2,353
Less: accumulated amortization		1,154	1,091
Net	$	1,271	1,262

Capitalized software
Gross carrying amount	$	115,191	106,583
Less: accumulated amortization		74,787	70,476
Net	$	40,404	36,107

Customer relationships
Gross carrying amount	$	298,005	287,447
Less: accumulated amortization		105,013	96,921
Net	$	192,992	190,526

Other
Gross carrying amount	$	14,298	13,985
Less: accumulated amortization		8,779	7,440
Net	$	5,519	6,545
Intangible assets with indefinite lives:
Trade names	$	161,531	160,024

The changes in the carrying amount of goodwill attributable to each business segment for the six months ended March 31, 2023 is as follows:


					Aerospace
(Dollars in millions)	USG		Test		& Defense	Total
Balance as of September 30, 2022	$	348.7		34.0	110.0	492.7
Acquisition activity and adjustments		—		—	5.7	5.7
Foreign currency translation		6.8		—	—	6.8
Balance as of March 31, 2023	$	355.5		34.0	115.7	505.2

7. BUSINESS SEGMENT INFORMATION

The Company is organized based on the products and services that it offers and classifies its continuing business operations in three reportable segments for financial reporting purposes: Aerospace & Defense, Utility Solutions Group (USG), and RF Shielding and Test (Test).

The Aerospace & Defense segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair), Westland Technologies Inc. (Westland), Mayday Manufacturing Co. (Mayday) and Globe Composite Solutions, LLC (Globe). The companies within this segment primarily design and manufacture specialty filtration, fluid control and naval products, including hydraulic filter elements and fluid control devices used in aerospace and defense applications; unique filter mechanisms used in micro-propulsion devices for satellites, custom designed filters for manned aircraft and submarines; products and systems to reduce vibration and/or acoustic signatures and otherwise reduce or obscure a vessel’s signature, and other communications, sealing, surface control and hydrodynamic related applications to enhance U.S. Navy maritime survivability; precision-tolerance machined components for the aerospace and defense industry; and metal processing services.

The USG segment’s operations consist primarily of Doble Engineering Company and related subsidiaries including Morgan Schaffer and Altanova (collectively, Doble), and NRG Systems, Inc. (NRG). Doble is an industry leader in the development, manufacture and delivery of diagnostic testing solutions that enable electric power grid operators to assess the integrity of high voltage power delivery equipment. It combines three core elements for customers – diagnostic test and condition monitoring instruments, expert consulting, and testing services – and provides access to its large reserve of related empirical knowledge. NRG is a global market leader in the design and manufacture of decision support tools for the renewable energy industry, primarily wind and solar.

The Test segment’s operations consist primarily of ETS-Lindgren Inc. and related subsidiaries (ETS-Lindgren). ETS-Lindgren is an industry leader in designing and manufacturing products which provide its customers with the ability to identify, measure and contain magnetic, electromagnetic and acoustic energy. ETS-Lindgren also manufactures radio frequency shielding products and components used by manufacturers of medical equipment, communications systems, electronic products, and shielded rooms for high-security data processing and secure communication.

Management evaluates and measures the performance of its reportable segments based on “Net Sales” and “EBIT”, which are detailed in the table below. EBIT is defined as earnings before interest and taxes.


	Three Months			Six Months
	Ended March 31,			Ended March 31,
(In thousands)	2023		2022	2023	2022
NET SALES
Aerospace & Defense	$	98,982	84,821	181,965	155,065
USG		79,161	64,191	150,206	127,676
Test		50,993	55,916	102,466	99,197
Consolidated totals	$	229,136	204,928	434,637	381,938

EBIT
Aerospace & Defense	$	18,795	14,349	31,331	24,304
USG		14,061	11,314	30,192	24,705
Test		7,226	8,494	12,637	12,459
Corporate (loss)		(14,463)	(11,469)	(27,984)	(23,210)
Consolidated EBIT		25,619	22,688	46,176	38,258
Less: Interest expense		(2,269)	(1,020)	(3,927)	(1,753)
Earnings before income taxes	$	23,350	21,668	42,249	36,505

Non-GAAP Financial Measures

The financial measure “EBIT” is presented in the above table and elsewhere in this Report. EBIT on a consolidated basis is a non-GAAP financial measure. Management believes that EBIT is useful in assessing the operational profitability of the Company’s business segments because it excludes interest and taxes, which are generally accounted for across the entire Company on a consolidated basis. EBIT is also one of the measures used by management in determining resource allocations within the Company as well as incentive compensation. A reconciliation of EBIT to net earnings is set forth in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – EBIT.

The Company believes that the presentation of EBIT provides important supplemental information to investors to facilitate comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. However, the Company’s non-GAAP financial measures may not be comparable to other companies’ non-GAAP financial performance measures. Furthermore, the use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.

8. DEBT

The Company’s debt is summarized as follows:


	March 31,		September 30,
(In thousands)	2023		2022
Total borrowings	$	161,000	153,000
Current portion of long-term debt		(20,000)	(20,000)
Total long-term debt, less current portion	$	141,000	133,000

The Credit Facility includes a $500 million revolving line of credit as well as provisions allowing for the increase of the credit facility commitment amount by an additional $250 million, if necessary, with the consent of the lenders. The bank syndication supporting the facility is comprised of a diverse group of eight banks led by JP Morgan Chase Bank, N.A., as Administrative Agent. The Credit Facility matures September 27, 2024, with balance due by this date.

At March 31, 2023, the Company had approximately $332 million available to borrow under the Credit Facility, plus the $250 million increase option, subject to lenders’ consent, in addition to $48.2 million cash on hand. The Company classified $20 million as the current portion of long-term debt as of March 31, 2023, as the Company intends to repay this amount within the next twelve months; however, the Company has no contractual obligation to repay such amount during the next twelve months. The letters of credit issued and outstanding under the Credit Facility totaled $7.3 million at March 31, 2023.

Interest on borrowings under the Credit Facility is calculated at a spread over either the Standard Overnight Financing Rate (SOFR) or the prime rate depending on various factors. The Credit Facility also requires a facility fee ranging from 10 to 25 basis points per annum on the unused portion. The interest rate spreads on the facility and the facility fee are subject to increase or decrease depending on the Company’s leverage ratio. The weighted average interest rates were 5.97% and 5.33% for the three and six-month periods ending March 31, 2023, respectively, and 1.29% and 1.23% for the three and six-month periods ending March 31, 2022. As of March 31, 2023, the Company was in compliance with all covenants.

9. INCOME TAX EXPENSE

The second quarter 2023 effective income tax rate was 23.4% compared to 23.5% in the second quarter of 2022. The effective income tax rate in the first six months of 2023 was 22.8% compared to 23.0% for the first six months of 2022. There were no significant or unusual items impacting the 2023 second quarter or year-to-date effective tax rate.

10. SHAREHOLDERS’ EQUITY

The change in shareholders’ equity for the first three and six months of 2023 and 2022 is shown below (in thousands):


	Three Months Ended March 31,			Six Months Ended March 31,
	2023		2022	2023	2022

Common stock
Beginning balance		307	307	307	307
Stock plans		1	—	1	—
Ending balance		308	307	308	307

Additional paid-in-capital
Beginning balance		300,697	296,277	301,553	297,644
Stock plans		3,487	2,076	2,631	709
Ending balance		304,184	298,353	304,184	298,353

Retained earnings
Beginning balance		917,682	840,434	905,022	830,989
Net earnings common stockholders		17,878	16,583	32,605	28,107
Dividends paid		(2,061)	(2,071)	(4,128)	(4,150)
Ending balance		933,499	854,946	933,499	854,946

Accumulated other comprehensive income (loss)
Beginning balance		(20,251)	(4,661)	(31,764)	(2,161)
Foreign currency translation		2,233	(2,811)	13,746	(5,311)
Ending balance		(18,018)	(7,472)	(18,018)	(7,472)

Treasury stock
Beginning balance		(132,037)	(117,080)	(126,961)	(107,083)
Share repurchases		(7,141)	(7,881)	(12,217)	(17,878)
Ending balance		(139,178)	(124,961)	(139,178)	(124,961)

Total equity		1,080,795	1,021,173	1,080,795	1,021,173

11. FAIR VALUE MEASUREMENTS

The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows:

●

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

●

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Financial Assets and Liabilities

The Company has estimated the fair value of its financial instruments as of March 31, 2023 and September 30, 2022 using available market information or other appropriate valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, inventories, payables, and other current assets and liabilities approximate fair value because of the short maturity of those instruments.

Fair Value of Financial Instruments

The Company’s forward contracts and interest rate swaps are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, and are immaterial.

Nonfinancial Assets and Liabilities

The Company’s nonfinancial assets such as property, plant and equipment, and other intangible assets are not measured at fair value on a recurring basis; however they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. No impairments were recorded during the three and six-month periods ended March 31, 2023.

12. REVENUES

Disaggregation of Revenues

Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, 2023 are presented in the tables below as the Company deems it best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors. The tables below also include a reconciliation of the disaggregated revenue within each reportable segment.


Three months ended March 31, 2023	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	48,228	$	78,110	$	43,188	$	169,526
Government		50,754		1,051		7,805		59,610
Total revenues	$	98,982	$	79,161	$	50,993	$	229,136

Geographic location:
United States	$	82,516	$	53,020	$	27,504	$	163,040
International		16,466		26,141		23,489		66,096
Total revenues	$	98,982	$	79,161	$	50,993	$	229,136

Revenue recognition method:
Point in time	$	47,255	$	64,080	$	11,968	$	123,303
Over time		51,727		15,081		39,025		105,833
Total revenues	$	98,982	$	79,161	$	50,993	$	229,136


Six months ended March 31, 2023	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	84,968	$	148,273	$	89,180	$	322,421
Government		96,997		1,933		13,286		112,216
Total revenues	$	181,965	$	150,206	$	102,466	$	434,637

Geographic location:
United States	$	151,450	$	99,399	$	55,007	$	305,856
International		30,515		50,807		47,459		128,781
Total revenues	$	181,965	$	150,206	$	102,466	$	434,637

Revenue recognition method:
Point in time	$	80,859	$	120,111	$	21,069	$	222,039
Over time		101,106		30,095		81,397		212,598
Total revenues	$	181,965	$	150,206	$	102,466	$	434,637

Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, 2022 are presented in the tables below.


Three months ended March 31, 2022	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	33,562	$	63,379	$	51,903	$	148,844
Government		51,259		812		4,013		56,084
Total revenues	$	84,821	$	64,191	$	55,916	$	204,928

Geographic location:
United States	$	72,621	$	41,458	$	31,071	$	145,150
International		12,200		22,733		24,845		59,778
Total revenues	$	84,821	$	64,191	$	55,916	$	204,928

Revenue recognition method:
Point in time	$	35,666	$	51,202	$	14,838	$	101,706
Over time		49,155		12,989		41,078		103,222
Total revenues	$	84,821	$	64,191	$	55,916	$	204,928


Six months ended March 31, 2022	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	61,489	$	126,221	$	92,941	$	280,651
Government		93,576		1,455		6,256		101,287
Total revenues	$	155,065	$	127,676	$	99,197	$	381,938

Geographic location:
United States	$	133,313	$	80,199	$	54,047	$	267,559
International		21,752		47,477		45,150		114,379
Total revenues	$	155,065	$	127,676	$	99,197	$	381,938

Revenue recognition method:
Point in time	$	64,223	$	102,037	$	27,660	$	193,920
Over time		90,842		25,639		71,537		188,018
Total revenues	$	155,065	$	127,676	$	99,197	$	381,938

Revenue Recognition

Payment terms with our customers vary by the type and location of the customer and the products or services offered. Arrangements with customers that include payment terms extending beyond one year are not significant. The transaction price for these contracts reflects our estimate of returns and discounts, which are based on historical, current and forecasted information to determine the expected amount to which we will be entitled in exchange for transferring the promised goods or services to the customer. The realization of variable consideration occurs within a short period of time from product delivery; therefore, the time value of money effect is not significant. We primarily provide standard warranty programs for products in our commercial businesses for periods that typically range from one to two years. These assurance-type programs typically cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Under the typical payment terms of our long term fixed price contracts, the customer pays us either performance-based or progress payments. Performance-based payments represent interim payments based on quantifiable measures of performance or on the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses.

For our overtime revenue recognized using the output method of costs incurred, contract cost is estimated utilizing current contract specifications and expected engineering requirements. Contract costs typically are incurred over a period of several months to one or more years, and the estimation of these costs requires judgment. Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals. We review and update our projections of costs quarterly or more frequently when circumstances significantly change. In addition, in the USG

segment, we recognize revenue as a series of distinct services based on each day of providing services (straight-line over the contract term) for certain of our USG segment contracts. Under the typical payment terms of our service contracts, the customer pays us in advance of when services are performed. In addition, in the Test segment, we use milestones to measure progress for our Test segment contracts because it best depicts the transfer of control to the customer that occurs as we incur costs on our contracts.

Remaining Performance Obligations

Remaining performance obligations, which is the equivalent of backlog, represent the expected transaction price allocated to contracts that the Company expects to recognize as revenue in future periods when the Company performs under the contracts. These remaining obligations include amounts that have been formally appropriated under contracts with the U.S. Government, and exclude unexercised contract options and potential orders under ordering-type contracts such as Indefinite Delivery, Indefinite Quantity contracts. At March 31, 2023, the Company had $740.9 million in remaining performance obligations of which the Company expects to recognize revenues of approximately 79% in the next twelve months.

Contract assets and liabilities

Assets and liabilities related to contracts with customers are reported on a contract-by-contract basis at the end of each reporting period. Because of the timing difference of revenue recognition and customer billing, these contracts will often result in revenue recognized in excess of billings and billings in excess of costs incurred. At March 31, 2023, contract assets and liabilities totaled $128.2 million and $131.7 million, respectively. During the first six months of 2023, the Company recognized approximately $55 million in revenues that were included in the contract liabilities balance at September 30, 2022. At September 30, 2022, contract assets and liabilities totaled $125.2 million and $137.6 million, respectively.

13. LEASES

The Company determines at lease inception whether an arrangement that provides control over the use of an asset is a lease. The Company recognizes at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. The Company has elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. Certain of the Company’s leases include options to extend the term of the lease for up to 20 years. When it is reasonably certain that the Company will exercise the option, Management includes the impact of the option in the lease term for purposes of determining total future lease payments. As most of the Company’s lease agreements do not explicitly state the discount rate implicit in the lease, Management uses the Company’s incremental borrowing rate on the commencement date to calculate the present value of future payments based on the tenor of each arrangement.

The Company’s leases for real estate commonly include escalating payments. These variable lease payments are included in the calculation of the ROU asset and lease liability. In addition to the present value of the future lease payments, the calculation of the ROU asset also includes any deferred rent, lease pre-payments and initial direct costs of obtaining the lease.

In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. Non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred.

The Company’s leases are for office space, manufacturing facilities, and machinery and equipment.

The components of lease costs are shown below:


	Three Months Ended		Three Months Ended
	March 31,		March 31,
(Dollars in thousands)	2023		2022
Finance lease cost
Amortization of right-of-use assets	$	393	$	393
Interest on lease liabilities		233		245
Operating lease cost		1,853		1,578
Total lease costs	$	2,479	$	2,216


	Six Months		Six Months
	Ended		Ended
	March 31,		March 31,
(Dollars in thousands)	2023		2022
Finance lease cost
Amortization of right-of-use assets	$	786	$	826
Interest on lease liabilities		469		511
Operating lease cost		3,498		3,131
Total lease costs	$	4,753	$	4,468

Additional information related to leases are shown below:


	Three Months Ended		Three Months Ended
	March 31,		March 31,
(Dollars in thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,779	$	1,512
Operating cash flows from finance leases		233		245
Financing cash flows from finance leases		330		304
Right-of-use assets obtained in exchange for operating lease liabilities		618		346


	Six Months Ended			Six Months Ended
	March 31,			March 31,
(Dollars in thousands)	2023			2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	3,380		$	3,008
Operating cash flows from finance leases		469			511
Financing cash flows from finance leases		658			665
Right-of-use assets obtained in exchange for operating lease liabilities		14,582			1,247

		March 31, 2023			March 31, 2022
Weighted-average remaining lease term
Operating leases		11.5	years		9.9	years
Finance leases		11.5	years		12.3	years
Weighted-average discount rate
Operating leases		4.40	%		3.12	%
Finance leases		4.61	%		4.58	%

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on our Consolidated Balance Sheet on March 31, 2023:


(Dollars in thousands)	Operating		Finance
Years Ending September 30:	Leases		Leases
2023 (excluding the six months ended March 31, 2023)	$	3,579	1,130
2024		6,387	2,315
2025		5,085	2,370
2026		4,213	2,434
2027 and thereafter		36,773	18,996
Total minimum lease payments		56,037	27,245
Less: amounts representing interest		12,936	6,721
Present value of net minimum lease payments	$	43,101	20,524
Less: current portion of lease obligations		5,444	1,387
Non-current portion of lease obligations		37,657	19,137

ROU assets	$	41,418	16,557

Operating lease liabilities are included in the Consolidated Balance Sheet in accrued other expenses (current portion) and as a caption on the Consolidated Balance Sheet (long-term portion). Finance lease liabilities are included on the Consolidated Balance Sheet in accrued other expenses (current portion) and other liabilities (long-term portion). Operating lease ROU assets are included as a caption on the Consolidated Balance Sheet and finance lease ROU assets are included in Property, plant and equipment on the Consolidated Balance sheets.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

References to the second quarters of 2023 and 2022 represent the three-month periods ended March 31, 2023 and 2022, respectively.

OVERVIEW

In the second quarter of 2023, sales, net earnings and diluted earnings per share were $229.1 million, $17.9 million and $0.69 per share, respectively, compared to $204.9 million, $16.6 million and $0.64 per share, respectively, in the second quarter of 2022. In the first six months of 2023, sales, net earnings and diluted earnings per share were $434.6 million, $32.6 million and $1.26 per share, respectively, compared to $381.9 million, $28.1 million and $1.08 per share, respectively, in the first six months of 2022.

NET SALES

In the second quarter of 2023, net sales of $229.1 million were $24.2 million, or 11.8%, higher than the $204.9 million in the second quarter of 2022. In the first six months of 2023, net sales of $434.6 million were $52.7 million, or 13.8%, higher than the $381.9 million in the first six months of 2022. The increase in net sales in the second quarter of 2023 as compared to the second quarter of 2022 was due to a $15.0 million increase in the USG segment, a $14.2 million increase in the Aerospace & Defense segment, partially offset by a $4.9 million decrease in the Test segment. The increase in net sales in the first six months of 2023 as compared to the first six months of 2022 was due to a $26.9 million increase in the Aerospace & Defense segment, a $22.5 million increase in the USG segment, and a $3.3 million increase in the Test segment.

-Aerospace & Defense (A&D)

In the second quarter of 2023, net sales of $99.0 million were $14.2 million, or 16.7%, higher than the $84.8 million in the second quarter of 2022. In the first six months of 2023, net sales of $182.0 million were $26.9 million, or 17.3%, higher than the $155.1 million in the first six months of 2022. The sales increase in the second quarter of 2023 compared to the second quarter of 2022 was mainly due to a $6.8 million increase in net sales at Mayday, a $3.1 million increase in net sales at Globe driven by the CMT acquisition, a $2.6 million increase in net sales at Crissair, a $2.6 million increase in net sales at PTI, a $1.3 million increase in net sales at VACCO, partially offset by a $2.2 million decrease in sales at Westland driven by timing of navy projects. The sales increase in the first six months of 2023 compared to the first six months of 2022 was mainly due to an $11.8 million increase in net sales at Mayday, a $4.9 million increase in net sales at VACCO, a $4.8 million increase in net sales at Crissair, a $4.6 million increase in net sales at PTI, and a $4.6 million increase in net sales at Globe driven by the CMT acquisition, partially offset by a $3.8 million decrease in net sales at Westland driven by timing of navy projects. The increase in net sales at Mayday, Crissair and PTI in the second quarter and first six months of 2023 as compared to the corresponding periods of 2022 was primarily due to an increase in commercial aerospace sales driven by the rebound from the COVID-19 pandemic.

-USG

In the second quarter of 2023, net sales of $79.2 million were $15.0 million, or 23.4%, higher than the $64.2 million in the second quarter of 2022. In the first six months of 2023, net sales of $150.2 million were $22.5 million, or 17.6%, higher than the $127.7 million in the first six months of 2022. The increase in the second quarter and first six months of 2023 compared to the corresponding periods of 2022 was mainly due to higher shipments of condition monitoring products and service revenue at Doble and an increase in product sales at NRG.

-Test

In the second quarter of 2023, net sales of $51.0 million were $4.9 million, or 8.8%, lower than the $55.9 million in the second quarter of 2022. In the first six months of 2023, net sales of $102.5 million were $3.3 million, or 3.3%, higher than the $99.2 million in the first six months of 2022. The decrease in the second quarter of 2023 as compared to the second quarter of 2022 was primarily due to a $9.7 million decrease in sales from the Company’s U.S. and Asian operations driven by COVID disruptions in China partially offset by a $4.8 million increase in sales from the segment’s European operations due to strength from test and measurement chamber projects. The increase in the first six months of 2023 compared to the first six months of 2022 was due to a $10.3 million increase in sales from the Company’s European and U.S. operations partially offset by a $7.0 million decrease in sales from the segment’s Asian operations due to COVID disruptions in China and timing of test and measurement chamber projects.

ORDERS AND BACKLOG

Backlog was $740.9 million at March 31, 2023 compared with $695.0 million at September 30, 2022. The Company received new orders totaling $251.6 million in the second quarter of 2023 compared to $236.5 million in the second quarter of 2022. Of the new orders received in the second quarter of 2023, $111.7 million related to Aerospace & Defense products (including $7 million of acquired backlog from the CMT acquisition), $84.6 million related to USG products, and $55.3 million related to Test products. Of the new orders received in the second quarter of 2022, $94.6 million related to Aerospace & Defense products, $86.5 million related to USG products, and $55.4 million related to Test products.

The Company received new orders totaling $480.5 million in the first six months of 2023 compared to $460.9 million in the first six months of 2022. Of the new orders received in the first six months of 2023, $208.9 million related to Aerospace & Defense products, $164.8 million related to USG products, and $106.8 million related to Test products. Of the new orders received in the first six months of 2022, $184.8 million related to Aerospace & Defense products, $152.7 million related to USG products, and $123.4 million related to Test products.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses for the second quarter of 2023 were $53.9 million (23.5% of net sales), compared with $48.0 million (23.4% of net sales) for the second quarter of 2022. For the first six months of 2023, SG&A expenses were $105.2 million (24.2% of net sales) compared to $94.6 million (24.8% of net sales) for the first six months of 2022. The increase in SG&A in the second quarter and first six months of 2023 compared to the corresponding periods of 2022 was mainly due to higher expenses at Corporate due to executive management transition costs and professional fees and higher expenses at Doble as a result of increased sales and marketing and event costs.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets was $7.0 million and $13.9 million for the second quarter and first six months of 2023, respectively, compared to $6.5 million and $13.0 million for the corresponding periods of 2022. Amortization expenses consist of amortization of acquired intangible assets from acquisitions and other identifiable intangible assets (primarily software). The increase in amortization expense in the second quarter and first six months of 2023 compared to the corresponding periods of 2022 was mainly due to the Company’s recent acquisition of CMT.

OTHER EXPENSES (INCOME), NET

Other expenses, net, was $0.3 million in the second quarter of 2023 compared to ($0.6) million of income in the second quarter of 2022. Other expenses, net, was $0.7 million in the first six months of 2023 compared to ($0.6) million of income in the first six months of 2022. There were no individually significant items in other expenses (income), net, in the second quarter or first six months of 2023 or 2022, respectively.

EBIT

The Company evaluates the performance of its operating segments based on EBIT, and provides EBIT on a consolidated basis, which is a non-GAAP financial measure. Please refer to the discussion of non-GAAP financial measures in Note 7 to the Consolidated Financial Statements, above. EBIT was $25.6 million (11.2% of net sales) for the second quarter of 2023 compared to $22.7 million (11.1% of net sales) for the second quarter of 2022. For the first six months of 2023, EBIT was $46.2 million (10.6% of net sales) compared to $38.3 million (10.0% of net sales) for the first six months of 2022.

The following table presents a reconciliation of EBIT to net earnings.


	Three Months Ended				Six Months Ended
	March 31,				March 31,
(In thousands)	2023		2022		2023	2022
Net earnings	$	17,878		16,583	32,605	28,107
Plus: Interest expense, net		2,269		1,020	3,927	1,753
Plus: Income tax expense		5,472		5,085	9,644	8,398
Consolidated EBIT	$	25,619		22,688	46,176	38,258

– Aerospace & Defense

EBIT in the second quarter of 2023 was $18.8 million (19.0% of net sales) compared to $14.3 million (16.9% of net sales) in the second quarter of 2022. EBIT in the first six months of 2023 was $31.3 million (17.2% of net sales) compared to $24.3 million (15.7% of net sales) in the first six months of 2022. The increase in EBIT in the second quarter and first six months of 2023 compared to the corresponding periods of 2022 was mainly due to higher sales volumes at Mayday, VACCO, PTI, Crissair and Globe partially offset by a decrease in EBIT at Westland due to the lower sales volumes as mentioned above. EBIT in the second quarter of 2023 was negatively impacted by a $0.6 million inventory step-up charge related to the CMT acquisition. EBIT in the first six months of 2022 was negatively impacted by a $0.3 million inventory step-up charge related to the NEco acquisition.

-USG

EBIT in the second quarter of 2023 was $14.1 million (17.8% of net sales) compared to $11.3 million (17.6% of net sales) in the second quarter of 2022. EBIT in the first six months of 2023 was $30.2 million (20.1% of net sales) compared to $24.7 million (19.3% of net sales) in the first six months of 2022. The increase in EBIT in the second quarter and first six months of 2023 compared to the corresponding periods of 2022 was mainly due to the higher sales volumes at Doble and NRG as mentioned above. EBIT in the first six months of 2022 was negatively impacted by approximately $0.5 million of inventory step-up charges related to the Altanova acquisition.

-Test

EBIT in the second quarter of 2023 was $7.2 million (14.2% of net sales) compared to $8.5 million (15.2% of net sales) in the second quarter of 2022. EBIT in the first six months of 2023 was $12.6 million (12.3% of net sales) compared to $12.5 million (12.6% of net sales) in the first six months of 2022. The decrease in EBIT in the second quarter of 2023 compared to the second quarter of 2022 was primarily due to lower sales volumes mainly from the segment’s Asian operations due to the COVID disruptions in China. The increase in EBIT in the first six months of 2023 compared to the first six months of 2022 was primarily due to the higher sales volumes from the segment’s European operations.

– Corporate

Corporate costs included in EBIT were $14.5 million and $28.0 million in the second quarter and first six months of 2023, respectively, compared to $11.5 million and $23.2 million in the corresponding periods of 2022. The increase in Corporate costs in the second quarter and first six months of 2023 compared to the corresponding periods of 2022 was mainly due to executive management transition costs and an increase in professional fees and amortization expense of acquired intangible assets related to the Company’s recent acquisition of CMT.

INTEREST EXPENSE, NET

Interest expense was $2.3 million and $3.9 million in the second quarter and first six months of 2023, respectively, and $1.0 million and $1.8 million in the corresponding periods of 2022. The increase in interest expense in the second quarter and first six months of 2023 compared to the corresponding periods of 2022 was mainly due to higher average interest rates. The weighted average interest rates were 5.97% and 5.33% for the three and six-month periods ending March 31, 2023, respectively, and 1.29% and 1.23% for the three and six-month periods ending March 31, 2022.

INCOME TAX EXPENSE

CAPITAL RESOURCES AND LIQUIDITY

The Company’s overall financial position and liquidity remains strong. Working capital (current assets less current liabilities) increased to $273.1 million at March 31, 2023 from $254.5 million at September 30, 2022. Inventories increased by $23.4 million during this period due to a $12.8 million increase within the USG segment, a $9.3 million increase within the Aerospace & Defense segment and a $1.3 million increase within the Test segment resulting primarily from the timing of receipt of raw materials to meet anticipated demand and an increase in work in process inventories due to timing of manufacturing existing orders. Accounts receivable increased $16.2 million during this period mainly due to a $12.3 million increase within the Test segment and a $4.2 million increase within the A&D segment, due to timing of projects within the Test segment and higher sales volumes. within the A&D segment.

Net cash (used) provided by operating activities was ($5.5) million and $23.0 million in the first six months of 2023 and 2022, respectively. The decrease in net cash provided by operating activities in the first six months of 2023 as compared to the first six months of 2022 was mainly driven by higher working capital requirements, including an increase in inventories and accounts receivable.

Capital expenditures were $10.3 million and $20.7 million in the first six months of 2023 and 2022, respectively. The decrease in the first six months of 2023 compared to the prior year period was mainly due to the purchase of the NRG building of approximately $10 million in the first quarter of 2022. In addition, the Company incurred expenditures for capitalized software of $5.9 million and $4.7 million in the first six months of 2023 and 2022, respectively.

Acquisition

On February 1, 2023, the Company acquired CMT Materials, LLC and its affiliate Engineered Syntactic Systems, LLC (CMT) for a purchase price of $18 million. CMT, based in Attleboro, Massachusetts, is a leading supplier of syntactic materials for buoyancy and specialty applications. Since the date of acquisition, the operating results for the CMT business have been included as part of Globe within the A&D segment.

Credit Facility

At March 31, 2023, the Company had approximately $332 million available to borrow under its bank credit facility, a $250 million increase option, and $48.2 million cash on hand. At March 31, 2023, the Company had $161 million of outstanding borrowings under the credit facility in addition to outstanding letters of credit of $7.3 million. Cash flow from operations and borrowings under the Company’s credit facility are expected to meet the Company’s capital requirements and operational needs for the foreseeable future. The Company’s ability to access the additional $250 million increase option of the credit facility is subject to acceptance by participating or other outside banks.

Share Repurchases

During the first six months of 2023, the Company repurchased approximately 138,000 shares for approximately $12.2 million. For further information on the share repurchases during the second quarter of 2023, see Part II, Item 2 of this Report.

Dividends

A dividend of $0.08 per share, totaling $2.1 million, was paid on October 18, 2022 to stockholders of record as of October 4, 2022. A dividend of $0.08 per share, totaling $2.1 million, was paid on January 20, 2023 to stockholders of record as of January 5, 2023. Subsequent to March 31, 2023, a quarterly dividend of $0.08 per share, totaling $2.1 million, was paid on April 18, 2023 to stockholders of record as of April 3, 2023.

CRITICAL ACCOUNTING POLICIES

Management has evaluated the accounting policies used in the preparation of the Company’s financial statements and related notes and believes those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by Management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving Management judgments and estimates may be found in the Critical Accounting Policies section of Management’s Discussion and Analysis and in Note 1 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

OTHER MATTERS

Contingencies

As a normal incident of the business in which the Company is engaged, various claims, charges and litigation are asserted or commenced against the Company. Additionally, the Company is currently involved in various stages of investigation and remediation relating to environmental matters. In the opinion of Management, the aggregate costs involved in the resolution of these matters, and final judgments, if any, which might be rendered against the Company, are adequately reserved, are covered by insurance, or would not have a material adverse effect on the Company’s results from operations, capital expenditures, or competitive position.

FORWARD LOOKING STATEMENTS

Statements contained in this Form 10-Q regarding future events and the Company’s future results that reflect or are based on current expectations, estimates, forecasts, projections or assumptions about the Company’s performance and the industries in which the Company operates are considered “forward-looking statements” within the meaning of the safe harbor provisions of the Federal securities laws. These include, but are not necessarily limited to, statements about: the continuing effects of the COVID-19 pandemic including any impairment of the Company’s assets, impacts to commercial aerospace, military and utility markets which the Company serves, the strength of certain end markets served by the Company, and the timing of the recovery of certain end markets which the Company serves, the adequacy of the Company’s credit facility and the Company’s ability to increase it; the outcome of current litigation, claims and charges; timing of the repayment of the current portion of the Company’s long-term debt; future revenues from remaining performance obligations; fair values of reporting units; the deductibility of goodwill; estimates and assumptions that affect the reported amounts of assets and liabilities; the recognition of compensation cost related to share-based compensation arrangements; the Company’s ability to hedge against or otherwise manage market risks through the use of derivative financial instruments; the extent to which hedging gains or losses will be offset by losses or gains on related underlying exposures; and any other statements contained herein which are not strictly historical. Words such as expects, anticipates, targets, goals, projects, intends, plans, believes, estimates, variations of such words, and similar expressions are intended to identify such forward-looking statements.

Investors are cautioned that such statements are only predictions and speak only as of the date of this Form 10-Q, and the Company undertakes no duty to update them except as may be required by applicable laws or regulations. 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 those described in Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, and the following: the continuing impact of the COVID-19 pandemic including the impacts of known or unknown COVID-19 variants, labor shortages, facility closures, shelter in place policies or quarantines, material shortages, transportation delays, termination or delays of Company contracts and the inability of our suppliers or customers to perform, the impacts of natural disasters on the Company’s operations and those of the Company’s customers and suppliers; the timing and content of future contract awards or customer orders; the appropriation, allocation and availability of Government funds; the termination for convenience of Government and other customer contracts or orders; weakening of economic conditions in served markets; the success of the Company’s competitors; changes in customer demands or customer insolvencies; competition; intellectual property rights; technical difficulties; the availability of selected acquisitions; delivery delays or defaults by customers; performance issues with key customers, suppliers and subcontractors; material changes in the costs and availability of certain raw materials; inflationary pressures on the Company’s costs of labor, materials, components and supplies; labor disputes; changes in U.S. tax laws and regulations; other changes in laws and regulations including but not limited to changes in accounting standards and foreign taxation; changes in interest rates; costs relating to environmental matters arising from current or former facilities; uncertainty regarding the ultimate resolution of current disputes, claims, litigation or arbitration; and the integration of recently acquired businesses.

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. The Company is exposed to market risk related to changes in interest rates and selectively uses derivative financial instruments, including forward contracts and swaps, to manage these risks. The Company’s Canadian subsidiary Morgan Schaffer enters into foreign exchange contracts to manage foreign currency risk as a portion of their revenue is denominated in U.S. dollars. All derivative instruments are reported on the balance sheet at fair value. For derivative instruments designated as cash flow hedges, the gain or loss on the respective derivative is deferred in accumulated other comprehensive income until recognized in earnings with the underlying hedged item. There has been no material change to the Company’s market risks since September 30, 2022.

ITEM 4. CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the participation of Management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of that date. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES*


				Total Number of	Approximate Dollar
				Shares Purchased as	Value of Shares that
	Total Number	Average		Part of Publicly	May Yet Be
	of Shares	Price Paid		Announced Plans	Purchased Under the
Period	Purchased	per Share		or Programs	Plans or Programs
January 1-31, 2023	33,538	$	88.22	33,538	$	171.9 million
February 1-28, 2023	934	$	89.98	934	$	171.8 million
March 1-31, 2023	46,264	$	88.58	46,264	$	167.8 million
Total	80,736	$	88.45	80,736	$	167.8 million

On August 5, 2021, the Company’s Board of Directors approved a new common stock program, which was announced on August 9, 2021, authorizing us to repurchase shares of our stock from time to time at our discretion, in the open market or otherwise, up to a maximum total repurchase amount equal to $200 million (or such lesser amount as may be permitted under the Company’s bank credit agreements). This program is scheduled to expire September 30, 2024. The Company has not determined whether or when it may cease making repurchases under the program prior to its expiration.

ITEM 6. EXHIBITS

Exhibit Number	Description	Document Location

3.1(a)	Restated Articles of Incorporation	Exhibit 3(a) to the Company’s Form 10-K for the fiscal year ended September 30, 1999

3.1(b)	Amended Certificate of Designation, Preferences and Rights of Series A Participating Cumulative Preferred Stock of the Registrant	Exhibit 4(e) to the Company’s Form 10-Q for the fiscal quarter ended March 31, 2000

3.1(c)	Articles of Merger effective July 10, 2000	Exhibit 3(c) to the Company’s Form 10-Q for the fiscal quarter ended June 30, 2000

3.1(d)	Amendment of Articles of Incorporation effective February 5, 2018	Exhibit 3.1 to the Company’s Form 8-K filed February 7, 2018

3.2	Bylaws	Exhibit 3.1 to the Company’s Form 8-K filed November 22, 2022

4.2	Amendment No. 2 dated as of March 13, 2023 to Credit Agreement dated September 27, 2019, incorporated by reference to Exhibit 10.1 hereto	Filed herewith

10.1	Amendment No. 2 dated as of March 13, 2023 to Credit Agreement dated as of September 27, 2019 among ESCO Technologies Inc., the Foreign Subsidiary Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, BMO Harris Bank N.A. as Syndication Agent, and Bank of America, N.A., SunTrust Bank, U.S. Bank National Association and Wells Fargo Bank, National Association as Co-Documentation Agents	Filed herewith

10.2	Amendment to Employment Agreement with Victor L. Richey effective December 31, 2022	Exhibit 10.1 to the Company’s Form 8-K filed January 6, 2023

10.3	Transition Award Agreement with Victor L. Richey effective January 3, 2023	Exhibit 10.2 to the Company’s Form 8-K filed January 6, 2023

10.4	Employment and Compensation Agreement with Bryan H. Sayler effective January 1, 2023	Exhibit 10.3 to the Company’s Form 8-K filed January 6, 2023

10.5	Form of Restricted Stock Unit Award to Christopher L. Tucker dated February 3, 2023	Filed herewith

31.1	Certification of Chief Executive Officer	Filed herewith

31.2	Certification of Chief Financial Officer	Filed herewith

32	Certification of Chief Executive Officer and Chief Financial Officer	Filed herewith

101.INS	XBRL Instance Document*	Submitted herewith

101.SCH	XBRL Schema Document*	Submitted herewith

101.CAL	XBRL Calculation Linkbase Document*	Submitted herewith

101.DEF	XBRL Definition Linkbase Document*	Submitted herewith

101.LAB	XBRL Label Linkbase Document*	Submitted herewith

101.PRE	XBRL Presentation Linkbase Document*	Submitted herewith

104	Cover Page Interactive Data File (contained in Exhibit 101)	Submitted herewith

*	Exhibit 101 to this report consists of documents formatted in XBRL (Extensible Business Reporting Language). The financial information contained in the XBRL – related documents is “unaudited” or “unreviewed”.

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/ Christopher L. Tucker
	Christopher L. Tucker
	Senior Vice President and Chief Financial Officer
	(As duly authorized officer and principal accounting and financial officer of the registrant)

Dated: May 10, 2023

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 2

Dated as of March 13, 2023

CREDIT AGREEMENT

Dated as of September 27, 2019

THIS AMENDMENT NO. 2 (this “Amendment”) is made as of March 13, 2023 by and among ESCO Technologies Inc., a Missouri corporation (the “Company”), each of ESCO UK Holding Company I Ltd., a company incorporated under the laws of England and Wales and ESCO UK Global Holdings Ltd., a company incorporated under the laws of England and Wales (together collectively with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’) under that certain Credit Agreement dated as of September 27, 2019 by and among the Company, the Borrowers, the other Foreign Subsidiary Borrowers from time to time party thereto, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the parties hereto have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent hereby agree to enter into this Amendment.

1.Amendments to the Credit Agreement. Subject to satisfaction of the conditions set forth in Section 2 below, the Credit Agreement, including all Exhibits thereto, is hereby amended as set forth in the marked terms on Annex I hereto (the “Amended Credit Agreement”). In Annex I hereto, deletions of text in the Amended Credit Agreement are indicated by struck-through text (indicated in the same manner as the following example: stricken text) and insertions of text are indicated by bold, double- underlined text (indicated in the same manner as the following example: double-underlined text) as set forth on Annex I hereto

2.Conditions of Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(a)The Administrative Agent shall have received (i) from each Borrower, each Lender and the Administrative Agent a duly executed counterpart of this Amendment signed on behalf of such party and (ii) from each Subsidiary Guarantor a duly executed counterpart of the Consent and Reaffirmation attached hereto.

(b)The Administrative Agent shall have received payment of the Administrative Agent’s and its affiliates’ reasonably incurred and properly documented fees and reasonable out-of-pocket

expenses (including reasonable out-of-pocket fees and expenses of counsels for the Administrative Agent) in connection with this Amendment and the other Loan Documents, to the extent invoiced prior to the execution of this Amendment.

3.Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows:

(a)This Amendment and the Amended Credit Agreement constitute legal, valid and binding obligations of such Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, liquidation, reconstruction, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrowers set forth in the Amended Credit Agreement are true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect).

4.Reference to and Effect on the Credit Agreement.

(a)Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Amended Credit Agreement.

(b)The Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, and the Obligations shall remain in full force and effect and are hereby ratified and confirmed. This Amendment is not intended to and does not constitute a novation of any Borrower’s or any other Loan Party’s obligations under the Loan Documents. Each Borrower (i) agrees that, except as specifically provided herein, this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of such Borrower arising under or pursuant to the Credit Agreement or the other Loan Documents to which it is a party and (ii) reaffirms its obligations under the Credit Agreement, each Pledge Agreement and each and every other Loan Document to which it is a party.

(c)Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

(d)This Amendment is a Loan Document.

5.Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

6.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Section 9.06 of the Credit Agreement shall apply to this Amendment mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.


	ESCO TECHNOLOGIES INC.,
	as the Company and a Borrower

	By:	/s/ Lara Crews
	Name: Lara Crews
	Title: VP & Corporate Treasurer


	ESCO UK HOLDING COMPANY I LTD.,
	as a Borrower

	By:	/s/ Lara Crews
	Name: Lara Crews
	Title: VP & Corporate Treasurer


	ESCO UK GLOBAL HOLDINGS LTD.,
	as a Borrower

	By:	/s/ Lara Crews
	Name: Lara Crews
	Title: VP & Corporate Treasurer