ESCO TECHNOLOGIES INC - Quarter Report: 2022 June (Form 10-Q)

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 JUNE 30, 2022


☐	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 July 31, 2022
Common stock, $.01 par value per share		25,852,570

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
	June 30,
	2022		2021

Net sales	$	219,066	181,394
Costs and expenses:
Cost of sales		134,454	113,610
Selling, general and administrative expenses		47,479	42,882
Amortization of intangible assets		6,406	4,864
Interest expense, net		1,331	480
Other (income) expenses, net		(106)	615
Total costs and expenses		189,564	162,451

Earnings before income taxes		29,502	18,943
Income tax expense		6,329	4,034
Net earnings	$	23,173	14,909

Earnings per share:
Basic -
Net earnings		0.90	0.57

Diluted -
Net earnings	$	0.89	0.57

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)


	Nine Months Ended
	June 30,
	2022		2021

Net sales	$	601,004		509,962
Costs and expenses:
Cost of sales		371,134		316,785
Selling, general and administrative expenses		142,073		122,628
Amortization of intangible assets		19,383		14,729
Interest expense, net		3,084		1,453
Other income, net		(677)		(1,265)
Total costs and expenses		534,997		454,330

Earnings before income taxes		66,007		55,632
Income tax expense		14,727		12,501
Net earnings	$	51,280		43,131

Earnings per share:
Basic — Net earnings	$	1.98		1.66

Diluted — Net earnings	$	1.97		1.65

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)


	Three Months Ended			Nine Months Ended
	June 30,			June 30,
	2022		2021	2022	2021
Net earnings	$	23,173	14,909	51,280	43,131
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(11,905)	535	(17,216)	6,000
Total other comprehensive income (loss), net of tax		(11,905)	535	(17,216)	6,000
Comprehensive income	$	11,268	15,444	34,064	49,131

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)


	June 30,		September 30,
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	61,019		56,232
Accounts receivable, net of allowance for doubtful accounts of $3,328 and $3,445, respectively		168,720		146,341
Contract assets		115,840		93,771
Inventories, net		178,168		147,148
Other current assets		29,718		22,662
Total current assets		553,465		466,154
Property, plant and equipment, net of accumulated depreciation of $161,177 and $147,551, respectively		155,961		154,265
Intangible assets, net of accumulated amortization of $169,274 and $149,892, respectively		401,337		409,250
Goodwill		503,439		504,853
Operating lease assets		28,922		31,846
Other assets		9,562		10,977
Total assets	$	1,652,686		1,577,345

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and short-term borrowings	$	20,000		20,000
Accounts payable		70,748		56,669
Contract liabilities		117,863		106,045
Accrued salaries		35,256		39,768
Accrued other expenses		48,228		52,513
Total current liabilities		292,095		274,995
Deferred tax liabilities		82,580		73,560
Non-current operating lease liabilities		25,209		28,032
Other liabilities		41,920		47,062
Long-term debt		181,000		134,000
Total liabilities		622,804		557,649
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 30,707,567 and 30,666,173 shares, respectively		307		307
Additional paid-in capital		299,863		297,644
Retained earnings		876,050		830,989
Accumulated other comprehensive loss, net of tax		(19,377)		(2,161)
		1,156,843		1,126,779
Less treasury stock, at cost: 4,854,997 and 4,604,741 common shares, respectively		(126,961)		(107,083)
Total shareholders’ equity		1,029,882		1,019,696
Total liabilities and shareholders’ equity	$	1,652,686		1,577,345

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Nine Months Ended
	June 30,
	2022		2021
Cash flows from operating activities:
Net earnings	$	51,280	43,131
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		36,247	30,259
Stock compensation expense		5,318	5,386
Changes in assets and liabilities		(60,172)	2,520
Gain on sale of building and land		—	(1,950)
Effect of deferred taxes		9,020	(3,946)
Net cash provided by operating activities		41,693	75,400
Cash flows from investing activities:
Acquisition of business, net of cash acquired		(15,592)	(6,684)
Proceeds from sale of building and land		—	1,950
Additions to capitalized software		(9,359)	(6,500)
Capital expenditures		(25,893)	(17,887)
Net cash used by investing activities		(50,844)	(29,121)
Cash flows from financing activities:
Proceeds from long-term debt and short-term borrowings		111,000	80,000
Principal payments on long-term debt and short-term borrowings		(64,000)	(94,368)
Purchases of common stock into treasury		(19,878)	—
Dividends paid		(6,219)	(6,251)
Other		(2,787)	(1,672)
Net cash provided (used) by financing activities		18,116	(22,291)
Effect of exchange rate changes on cash and cash equivalents		(4,178)	1,811
Net increase in cash and cash equivalents		4,787	25,799
Cash and cash equivalents, beginning of period		56,232	52,560
Cash and cash equivalents, end of period	$	61,019	78,359

Supplemental cash flow information:
Interest paid	$	1,685	316
Income taxes paid (including state and foreign)		5,574	21,982

See accompanying notes to condensed 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 consolidated annual financial statements by accounting principles generally accepted in the United States of America (GAAP).

The Company’s results for the three-month and nine-month periods ended June 30, 2022 are not necessarily indicative of the results for the entire 2022 fiscal year. References to the third quarters of 2022 and 2021 represent the fiscal quarters ended June 30, 2022 and 2021, respectively. The preparation of consolidated 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. Certain prior period deferred revenue amounts have been reclassified to noncurrent to conform with the current year presentation.

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		Nine Months
	Ended June 30,		Ended June 30,
	2022	2021	2022	2021
Weighted Average Shares Outstanding — Basic	25,856	26,045	25,959	26,040
Dilutive Restricted Shares	94	169	91	159
Weighted Average Shares Outstanding — Diluted	25,950	26,214	26,050	26,199

3. ACQUISITION

On November 4, 2021, the Company acquired Networks Electronic Company, LLC (NEco) for a purchase price of approximately $15.4 million, net of cash acquired. NEco, based in Chatsworth, California, provides miniature electro-explosive devices utilized in mission-critical defense and aerospace applications. Since the date of acquisition, the operating results for the NEco business have been included as part of PTI in the A&D segment. The acquisition date fair value of the assets acquired and liabilities assumed primarily were as follows: approximately $0.6 million of accounts receivable, $1.5 million of inventory, $0.2 million of property, plant and equipment, $0.7 million of accounts payable and accrued expenses, $8.1 million of identifiable intangible assets, mainly consisting of customer relationships totaling $6.3 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 $1.6 million and $4.4 million for the three and nine-month periods ended June 30, 2022, respectively, and $2.5 million and $4.5 million for the corresponding periods in 2021. As of June 30, 2022, there were 265,643 unvested stock units outstanding.

Non-Employee Directors Plan

Compensation expense related to the non-employee director grants was $0.3 million and $0.9 million for the three and nine-month periods ended June 30, 2022, respectively, and $0.3 million and $1.0 million for the corresponding periods in 2021.

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 $1.9 million and $5.3 million for the three and nine-month periods ended June 30, 2022, respectively, and $2.8 million and $5.5 million for the corresponding periods in 2021. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $0.4 million and $1.0 million for the three and nine-month periods ended June 30, 2022, respectively, and $0.4 million and $1.1 million for the corresponding periods in 2021. As of June 30, 2022, there was $12.9 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 1.9 years.

5. INVENTORIES

Inventories, net, consist of the following:


	June 30,		September 30,
(In thousands)	2022		2021
Finished goods	$	39,904	32,998
Work in process		43,408	34,201
Raw materials		94,856	79,949
Total inventories, net	$	178,168	147,148

6.	GOODWILL AND OTHER INTANGIBLE ASSETS

Included on the Company’s Consolidated Balance Sheets at June 30, 2022 and September 30, 2021 are the following intangible assets gross carrying amounts and accumulated amortization:


	June 30,		September 30,
(Dollars in thousands)	2022		2021
Goodwill	$	503,439	504,853

Intangible assets with determinable lives:
Patents
Gross carrying amount	$	2,246	2,131
Less: accumulated amortization		1,059	972
Net	$	1,187	1,159

Capitalized software
Gross carrying amount	$	103,030	93,671
Less: accumulated amortization		68,643	63,740
Net	$	34,387	29,931

Customer relationships
Gross carrying amount	$	290,133	288,530
Less: accumulated amortization		92,943	80,882
Net	$	197,190	207,648

Other
Gross carrying amount	$	13,885	13,080
Less: accumulated amortization		6,629	4,301
Net	$	7,256	8,779
Intangible assets with indefinite lives:
Trade names	$	161,317	161,733

The changes in the carrying amount of goodwill attributable to each business segment for the nine months ended June 30, 2022 is as follows:


					Aerospace
(Dollars in millions)	USG		Test		& Defense	Total
Balance as of September 30, 2021		366.5		34.1	104.3	504.9
Acquisition activity and adjustments		—		—	5.7	5.7
Foreign currency translation		(7.2)		—	—	(7.2)
Balance as of June 30, 2022	$	359.3		34.1	110.0	503.4

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			Nine Months
	Ended June 30,			Ended June 30,
(In thousands)	2022		2021	2022	2021
NET SALES
Aerospace & Defense	$	92,606	85,576	247,671	234,720
USG		67,201	47,704	194,877	141,799
Test		59,259	48,114	158,456	133,443
Consolidated totals	$	219,066	181,394	601,004	509,962

EBIT
Aerospace & Defense	$	20,738	16,714	45,042	41,980
USG		13,135	8,227	37,840	27,683
Test		8,354	6,751	20,813	17,781
Corporate (loss)		(11,394)	(12,269)	(34,604)	(30,359)
Consolidated EBIT		30,833	19,423	69,091	57,085
Less: Interest expense		(1,331)	(480)	(3,084)	(1,453)
Earnings before income taxes	$	29,502	18,943	66,007	55,632

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:


	June 30,		September 30,
(In thousands)	2022		2021
Total borrowings	$	201,000	154,000
Current portion of long-term debt		(20,000)	(20,000)
Total long-term debt, less current portion	$	181,000	134,000

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.

At June 30, 2022, the Company had approximately $291.0 million available to borrow under the Credit Facility, plus the $250 million increase option, subject to lender approval, in addition to $61.0 million cash on hand. The Company classified $20 million as the current portion of long-term debt as of June 30, 2022, 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 $7.8 million at June 30, 2022.

Interest on borrowings under the Credit Facility is calculated at a spread over either the New York Federal Reserve Bank Rate, the prime rate or the London Interbank Offered Rate (LIBOR), 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 Credit Facility is secured by the unlimited guaranty of the Company’s direct and indirect material U.S. subsidiaries and the pledge of 100% of the equity interests of its direct and indirect material foreign subsidiaries. The financial covenants of the Credit Facility include a leverage ratio and an interest coverage ratio. The weighted average interest rates were 2.20% and 1.57% for the three and nine-month periods ending June 30, 2022, respectively, and 1.16% and 1.33% for the three and nine-month periods ending June 30, 2021. As of June 30, 2022, the Company was in compliance with all covenants.

9. INCOME TAX EXPENSE

The third quarter 2022 effective income tax rate was 21.5% compared to 21.3% in the third quarter of 2021. The effective income tax rate in the first nine months of 2022 was 22.3% compared to 22.5% for the first nine months of 2021. The income tax expense in the third quarter and first nine months of 2022 was favorably impacted by tax return to provision true-ups on U.S. tax on the distribution of foreign earnings and the re-rating of deferred taxes as a result of a Vermont law change, decreasing the third quarter and year-to-date effective tax rate by 1.6% and 0.7%, respectively. The income tax expense in the third quarter and first nine months of 2021 was favorably impacted by a tax return to provision true-up for foreign derived intangible income and other 2020 true-ups decreasing the third quarter and year-to-date effective tax rate by 3.9% and 1.2% respectively.

10. SHAREHOLDERS’ EQUITY

The change in shareholders’ equity for the third quarter and first nine months of 2022 and 2021 is shown below (in thousands):


	Three Months Ended June 30,		Nine Months Ended June 30,
	2022	2021	2022	2021

Common stock
Beginning balance	307	306	307	306
Stock plans	—	1	—	1
Ending balance	307	307	307	307

Additional paid-in-capital
Beginning balance	298,353	295,796	297,644	293,682
Stock plans	1,510	782	2,219	2,896
Ending balance	299,863	296,578	299,863	296,578

Retained earnings
Beginning balance	854,946	799,884	830,989	775,829
Net earnings common stockholders	23,173	14,909	51,280	43,131
Dividends paid	(2,069)	(2,084)	(6,219)	(6,251)
Ending balance	876,050	812,709	876,050	812,709

Accumulated other comprehensive income (loss)
Beginning balance	(7,472)	1,808	(2,161)	(3,657)
Foreign currency translation	(11,905)	535	(17,216)	6,000
Ending balance	(19,377)	2,343	(19,377)	2,343

Treasury stock
Beginning balance	(124,961)	(107,134)	(107,083)	(107,134)
Issued under stock plans /(repurchased)	(2,000)	51	(19,878)	51
Ending balance	(126,961)	(107,083)	(126,961)	(107,083)

Total equity	1,029,882	1,004,854	1,029,882	1,004,854

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 June 30, 2022 and September 30, 2021 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 nine-month periods ended June 30, 2022 and 2021.

12. REVENUES

Disaggregation of Revenues

Revenues by customer type, geographic location, and revenue recognition method for the three and nine-month periods ended June 30, 2022 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 June 30, 2022	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	38,918	$	65,610	$	54,449	$	158,977
U.S. Government		53,688		1,591		4,810		60,089
Total revenues	$	92,606	$	67,201	$	59,259	$	219,066
				65
Geographic location:
United States	$	79,536	$	41,822	$	34,662	$	156,020
International		13,070		25,379		24,597		63,046
Total revenues	$	92,606	$	67,201	$	59,259	$	219,066

Revenue recognition method:
Point in time	$	35,238	$	53,656	$	15,827	$	104,721
Over time		57,368		13,545		43,432		114,345
Total revenues	$	92,606	$	67,201	$	59,259	$	219,066


Nine months ended June 30, 2022	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	100,407	$	191,832	$	147,390	$	439,629
U.S. Government		147,264		3,045		11,066		161,375
Total revenues	$	247,671	$	194,877	$	158,456	$	601,004

Geographic location:
United States	$	212,849	$	122,021	$	88,708	$	423,578
International		34,822		72,856		69,748		177,426
Total revenues	$	247,671	$	194,877	$	158,456	$	601,004

Revenue recognition method:
Point in time	$	99,464	$	155,693	$	43,488	$	298,645
Over time		148,207		39,184		114,968		302,359
Total revenues	$	247,671	$	194,877	$	158,456	$	601,004

Revenues by customer type, geographic location, and revenue recognition method for the three and nine-month periods ended June 30, 2021 are presented in the tables below.


Three months ended June 30, 2021	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	34,708	$	46,735	$	42,063	$	123,506
U.S. Government		50,868		969		6,051		57,888
Total revenues	$	85,576	$	47,704	$	48,114	$	181,394

Geographic location:
United States	$	75,701	$	32,111	$	27,719	$	135,531
International		9,875		15,593		20,395		45,863
Total revenues	$	85,576	$	47,704	$	48,114	$	181,394

Revenue recognition method:
Point in time	$	37,513	$	35,242	$	9,673	$	82,428
Over time		48,063		12,462		38,441		98,966
Total revenues	$	85,576	$	47,704	$	48,114	$	181,394


Nine months ended June 30, 2021	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	95,712	$	139,149	$	118,089	$	352,950
U.S. Government		139,008		2,650		15,354		157,012
Total revenues	$	234,720	$	141,799	$	133,443	$	509,962

Geographic location:
United States	$	205,527	$	96,601	$	73,950	$	376,078
International		29,193		45,198		59,493		133,884
Total revenues	$	234,720	$	141,799	$	133,443	$	509,962

Revenue recognition method:
Point in time	$	103,492	$	105,173	$	27,789	$	236,454
Over time		131,228		36,626		105,654		273,508
Total revenues	$	234,720	$	141,799	$	133,443	$	509,962

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 June 30, 2022, the Company had $706.8 million in remaining performance obligations of which the Company expects to recognize revenues of approximately 80% 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 June 30, 2022, contract assets and liabilities totaled $115.8 million and $122.2 million, respectively. During the first nine months of 2022, the Company recognized approximately $74 million in revenues that were included in the contract liabilities balance at September 30, 2021. The increase in net contract assets in the first nine months of 2022 was due to revenue being recognized for performance completed during the period that exceeded customer billings. The increase in net contract liabilities in the first nine months of 2022 was due to higher payments received in advance of revenue recognition criteria being met under the Company’s contracts with customers. At October 1, 2020, contract assets and liabilities totaled $94.3 million and $100.6 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
	June 30,		June 30,
(Dollars in thousands)	2022		2021
Finance lease cost
Amortization of right-of-use assets	$	393	$	492
Interest on lease liabilities		242		306
Operating lease cost		2,104		1,471
Total lease costs	$	2,739	$	2,269


	Nine Months		Nine Months
	Ended		Ended
	June 30,		June 30,
(Dollars in thousands)	2022		2021
Finance lease cost
Amortization of right-of-use assets	$	1,179	$	1,477
Interest on lease liabilities		734		929
Operating lease cost		4,709		4,347
Total lease costs	$	6,622	$	6,753

Additional information related to leases are shown below:


	Three Months Ended		Three Months Ended
	June 30,		June 30,
(Dollars in thousands)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,989	$	1,320
Operating cash flows from finance leases		242		306
Financing cash flows from finance leases		307		428
Right-of-use assets obtained in exchange for operating lease liabilities		760		12,780


	Nine Months Ended		Nine Months Ended
	June 30,		June 30,
(Dollars in thousands)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	4,502	$	4,102
Operating cash flows from finance leases		734		915
Financing cash flows from finance leases		911		1,261
Right-of-use assets obtained in exchange for operating lease liabilities		1,813		12,780


	June 30, 2022		June 30, 2021
Weighted-average remaining lease term
Operating leases	9.8	years	10.3	years
Finance leases	12.3	years	11.9	years
Weighted-average discount rate
Operating leases	3.11	%	3.12	%
Finance leases	4.59	%	4.31	%

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 June 30, 2022:


(Dollars in thousands)	Operating		Finance
Years Ending September 30:	Leases		Leases
2022 (excluding the nine months ended June 30, 2022)	$	1,316	552
2023		5,126	2,256
2024		4,330	2,315
2025		3,751	2,370
2026 and thereafter		20,251	21,431
Total minimum lease payments		34,774	28,924
Less: amounts representing interest		4,999	7,429
Present value of net minimum lease payments	$	29,775	21,495
Less: current portion of lease obligations		4,566	1,304
Non-current portion of lease obligations		25,209	20,191

ROU assets	$	28,922	17,736

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

COVID-19 TRENDS AND UNCERTAINTIES

The COVID-19 global pandemic has continued to create unprecedented challenges, including constraints on the Company’s supply chain. The economic uncertainty, changes in the propensity for the general public to travel by air, and reductions in demand for commercial aircraft as a result of the COVID-19 pandemic have adversely impacted net sales and operating results in certain of our A&D reporting units since the pandemic began. Additionally, the electric utility market has been impacted by reduced domestic electricity consumption related to the pandemic, which in turn impacts utility spending on investments in grid maintenance and testing.

Throughout 2021 and the first nine months of 2022, our Navy, defense aerospace, space and Test segment end-markets have remained solid and we are seeing recovery in our core markets most affected by the pandemic. We are encouraged by the growing strength of our entered orders across the commercial aerospace, electric utility and renewable energy end-markets.

We are also monitoring the impacts of COVID-19 on the fair value of assets. We do not currently anticipate any material asset impairments as a result of the COVID-19 global pandemic. We determined that there was no impairment for the three and nine-month periods ended June 30, 2022. We will continue to monitor the impacts of COVID-19 on the fair value of assets. For further discussion, refer to Management’s Discussion and Analysis contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

RESULTS OF OPERATIONS

References to the third quarters of 2022 and 2021 represent the three-month periods ended June 30, 2022 and 2021, respectively.

OVERVIEW

In the third quarter of 2022, sales, net earnings and diluted earnings per share were $219.1 million, $23.2 million and $0.89 per share, respectively, compared to $181.4 million, $14.9 million and $0.57 per share, respectively, in the third quarter of 2021. In the first nine months of 2022, sales, net earnings and diluted earnings per share were $601.0 million, $51.3 million and $1.97 per share, respectively, compared to $510.0 million, $43.1 million and $1.65 per share, respectively, in the first nine months of 2021.

NET SALES

In the third quarter of 2022, net sales of $219.1 million were $37.7 million, or 20.8%, higher than the $181.4 million in the third quarter of 2021. In the first nine months of 2022, net sales of $601.0 million were $91.0 million, or 17.8%, higher than the $510.0 million in the first nine months of 2021. The increase in net sales in the third quarter of 2022 as compared to the third quarter of 2021 was due to a $19.5 million increase in the USG segment, an $11.2 million increase in the Test segment, and a $7.0 million increase in the Aerospace & Defense segment. The increase in net sales in the first nine months of 2022 as compared to the first nine months of 2021 was due to a $53.1 million increase in the USG segment, a $25.0 million increase in the Test segment, and a $13.0 million increase in the Aerospace & Defense segment.

-Aerospace & Defense (A&D)

In the third quarter of 2022, net sales of $92.6 million were $7.0 million, or 8.2%, higher than the $85.6 million in the third quarter of 2021. In the first nine months of 2022, net sales of $247.7 million were $12.9 million, or 5.5%, higher than the $234.7 million in the first nine months of 2021. The sales increase in the third quarter of 2022 compared to the third quarter of 2021 was mainly due to a $3.9 million increase in net sales at Mayday primarily driven by an increase in commercial aerospace sales, a $3.1 million increase in net sales at VACCO driven by higher navy defense products, a $0.8 million increase in net sales at PTI, a $0.4 million increase in net sales at Globe, partially offset by a $1.2 million decrease in net sales at Westland. The sales increase in the first nine months of 2022 compared to the first nine months of 2021 was mainly due to a $8.5 million increase in net sales at Mayday, a $6.2 million increase in net sales at PTI, both primarily due to an increase in commercial aerospace sales driven by the rebound from the COVID-19 pandemic, a $2.1 million increase in net sales at Westland, and a $0.6 million increase in net sales at Globe, partially offset by a $4.5 million decrease in net sales at VACCO driven by timing of navy defense projects.

-USG

In the third quarter of 2022, net sales of $67.2 million were $19.5 million, or 40.9%, higher than the $47.7 million in the third quarter of 2021. In the first nine months of 2022, net sales of $194.9 million were $53.1 million, or 37.4%, higher than the $141.8 million in the first nine months of 2021. The increase in the third quarter and first nine months of 2022 compared to the corresponding periods of 2021 was mainly due to higher product and service revenue at Doble primarily driven by the acquisitions of Altanova and Phenix, and an increase in product sales at NRG. The revenue contribution from the Altanova and Phenix acquisitions totaled $11.5 million and $36.5 million for the third quarter and first nine months of 2022, respectively.

-Test

In the third quarter of 2022, net sales of $59.3 million were $11.2 million, or 23.3%, higher than the $48.1 million in the third quarter of 2021. In the first nine months of 2022, net sales of $158.4 million were $25.0 million, or 18.7%, higher than the $133.4 million in the first nine months of 2021. The increase in the third quarter of 2022 as compared to the third quarter of 2021 was primarily due to higher sales from the Company’s U.S. and Asian operations totaling $11.8 million partially offset by a $0.6 million decrease in sales from the segment’s European operations due to the timing of test and measurement chamber projects. The increase in the first nine months of 2022 compared to the first nine months of 2021 was due to higher sales from the Company’s Asian and U.S. operations totaling $29.1 million partially offset by a $4.1 million decrease in sales from the segment’s European operations due to the timing of test and measurement chamber projects.

ORDERS AND BACKLOG

Backlog was $706.8 million at June 30, 2022 compared with $592.0 million at September 30, 2021. The Company received new orders totaling $254.9 million in the third quarter of 2022 compared to $203.8 million in the third quarter of 2021. Of the new orders received in the third quarter of 2022, $110.2 million related to Aerospace & Defense products, $74.4 million related to USG products, and $70.3 million related to Test products. Of the new orders received in the third quarter of 2021, $95.1 million related to Aerospace & Defense products, $55.5 million related to USG products, and $53.2 million related to Test products.

The Company received new orders totaling $715.8 million in the first nine months of 2022 compared to $537.7 million in the first nine months of 2021. Of the new orders received in the first nine months of 2022, $295.0 million related to Aerospace & Defense products, $227.1 million related to USG products, and $193.7 million related to Test products. Of the new orders received in the first nine months of 2021, $248.8 million related to Aerospace & Defense products, $147.8 million related to USG products, and $141.1 million related to Test products.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses for the third quarter of 2022 were $47.5 million (21.7% of net sales), compared with $42.9 million (23.6% of net sales) for the third quarter of 2021. For the first nine months of 2022, SG&A expenses were $142.1 million (23.6% of net sales) compared to $122.6 million (24.0% of net sales) for the first nine months of 2021. The increase in SG&A in the third quarter and first nine months of 2022 compared to the corresponding periods of 2021 was mainly due to higher expenses at Doble as a result of the SG&A contribution from the Altanova and Phenix acquisitions.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets was $6.4 million and $19.4 million for the third quarter and first nine months of 2022, respectively, compared to $4.9 million and $14.7 million for the corresponding periods of 2021. 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 third quarter and first nine months of 2022 compared to the corresponding periods of 2021 was mainly due to the Company’s recent acquisitions of Phenix, Altanova and NEco.

OTHER (INCOME) EXPENSES, NET

Other income, net, was $0.1 million of income in the third quarter of 2022 compared to $0.6 million of expenses in the third quarter of 2021. There were no individually significant items in other income, net, in the third quarter of 2022. The principal component of other (income) expenses, net, in the third quarter of 2021 was $0.5 million of facility consolidation charges for the Doble Morgan Schaffer facility.

Other income, net, was $0.7 million of income in the first nine months of 2022 compared to $1.3 million of income in the first nine months of 2021. There were no individually significant items in other income, net, in the first nine months of 2022. The principal component of other income, net, in the first nine months of 2021 was a gain of approximately $2 million for the final settlement on the sale of the Doble Watertown, MA building, partially offset by facility consolidation charges for the Doble Manta facility and Morgan Schaffer facilities.

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 $30.8 million (14.1% of net sales) for the third quarter of 2022 compared to $19.4 million (10.7% of net sales) for the third quarter of 2021. For the first nine months of 2022, EBIT was $69.1 million (11.5% of net sales) compared to $57.1 million (11.2% of net sales) for the first nine months of 2021.

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


	Three Months Ended				Nine Months Ended
	June 30,				June 30,
(In thousands)	2022		2021		2022	2021
Consolidated EBIT	$	30,833		19,423	69,091	57,085
Less: Interest expense, net		(1,331)		(480)	(3,084)	(1,453)
Less: Income tax expense		(6,329)		(4,034)	(14,727)	(12,501)
Net earnings	$	23,173		14,909	51,280	43,131

– Aerospace & Defense

EBIT in the third quarter of 2022 was $20.7 million (22.4% of net sales) compared to $16.7 million (19.5% of net sales) in the third quarter of 2021. EBIT in the first nine months of 2022 was $45.0 million (18.2% of net sales) compared to $42.0 million (17.9% of net sales) in the first nine months of 2021. The increase in EBIT in the third quarter of 2022 compared to the corresponding period of 2021 was mainly due to improved operating performance at Westland and higher sales volumes at Mayday, VACCO and Globe. The increase in EBIT for the first nine months of 2022 compared to the corresponding period of 2021 was mainly due to favorable product mix and higher sales volumes at Mayday, Westland and Globe partially offset by a decrease in EBIT at VACCO and Crissair due to product mix and lower sales volumes. EBIT in the first nine months of 2022 was negatively impacted by a $0.3 million inventory step-up charge related to the NEco acquisition. EBIT in the first nine months of 2021 was negatively impacted by a $0.3 million inventory step-up charge related to the ATM acquisition.

-USG

EBIT in the third quarter of 2022 was $13.1 million (19.5% of net sales) compared to $8.2 million (17.2% of net sales) in the third quarter of 2021. EBIT in the first nine months of 2022 was $37.8 million (19.4% of net sales) compared to $27.7 million (19.5% of net sales) in the first nine months of 2021. The increase in EBIT in the third quarter and first nine months of 2022 compared to the corresponding periods of 2021 was mainly due to the higher sales volumes at Doble and NRG as mentioned above. EBIT in the first nine 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 third quarter of 2022 was $8.4 million (14.1% of net sales) compared to $6.8 million (14.0% of net sales) in the third quarter of 2021. EBIT in the first nine months of 2022 was $20.8 million (13.1% of net sales) compared to $17.8 million (13.3% of net sales) in the first nine months of 2021. The increase in EBIT in the third quarter and first nine months of 2022 compared to the corresponding periods of 2021 was primarily due to product mix and higher margins on projects mainly from the segment’s Asian and U.S. operations.

– Corporate

Corporate costs included in EBIT were $11.4 million and $34.6 million in the third quarter and first nine months of 2022, respectively, compared to $12.3 million and $30.4 million in the corresponding periods of 2021. The decrease in Corporate costs in the third quarter of 2022 compared to the prior year quarter was due to executive transition related compensation and acquisition costs in 2021. The

increase in Corporate costs in the first nine months of 2022 compared to the corresponding period of 2021 was mainly due to the increase in amortization expense of acquired intangible assets related to the Company’s recent acquisitions of Phenix, Altanova and NEco.

INTEREST EXPENSE, NET

Interest expense was $1.3 million and $3.1 million in the third quarter and first nine months of 2022, respectively, and $0.5 million and $1.5 million in the corresponding periods of 2021. The increase in interest expense in the third quarter and first nine months of 2022 compared to the corresponding periods of 2021 was mainly due to higher average outstanding borrowings. Average outstanding borrowings were $205 million and $195 million in the third quarter and first nine months of 2022, respectively, and $39 million and $44 million in the corresponding periods of 2021.

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 $261.4 million at June 30, 2022 from $191.2 million at September 30, 2021. Inventories increased by $31.0 million during this period due to a $14.0 million increase within the USG segment, an $11.9 million increase within the Test segment and a $5.1 million increase within the Aerospace & Defense 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 by $22.4 million during this period due to a $14.9 million increase within the Aerospace & Defense segment, a $4.2 million increase within the Test segment and a $3.3 million increase within the USG segment, due to timing of sales and collections.

Net cash provided by operating activities was $41.7 million and $75.4 million in the first nine months of 2022 and 2021, respectively. The decrease in net cash provided by operating activities in the first nine months of 2022 as compared to the first nine months of 2021 was mainly driven by higher working capital requirements.

Capital expenditures were $25.9 million and $17.9 million in the first nine months of 2022 and 2021, respectively. The increase in the first nine months of 2022 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 $9.4 million and $6.5 million in the first nine months of 2022 and 2021, respectively.

Acquisition

Credit Facility

At June 30, 2022, the Company had approximately $291.0 million available to borrow under its bank credit facility, a $250 million increase option subject to lender approval, and $61.0 million cash on hand. At June 30, 2022, the Company had $201.0 million of outstanding borrowings under the credit facility in addition to outstanding letters of credit of $7.8 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 nine months of 2022, the Company repurchased approximately 257,000 shares for approximately $20.0 million. For further information on the share repurchases during the third quarter of 2022, see Part II, Item 2 of this Report.

Dividends

A dividend of $0.08 per share, totaling $2.1 million, was paid on October 15, 2021 to stockholders of record as of October 1, 2021. A dividend of $0.08 per share, totaling $2.1 million, was paid on January 19, 2022 to stockholders of record as of January 4, 2022. A dividend of $0.08 per share, totaling $2.1 million, was paid on April 19, 2022 to stockholders of record as of April 4, 2022. Subsequent to June 30, 2022, a quarterly dividend of $0.08 per share, totaling $2.1 million, was paid on July 19, 2022 to stockholders of record as of July 5, 2022.

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, 2021.

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’s Test and USG segments, 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, 2021, 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 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, 2021. Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021 for further discussion about market risk.

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*
April 1-30, 2022	28,452	$	70.27	28,452	$	180.0 million
May 1-31, 2022	—	$	N/A	—	$	180.0 million
June 1-30, 2022	—	$	N/A	—	$	180.0 million
Total	28,452	$	70.27	28,452	$	180.0 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 will make additional repurchases under the program.

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 19, 2019

10.1	Form of Restricted Share Unit Awards to Executive Officers under 2018 Omnibus Incentive Plan (2022)	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: August 9, 2022