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 DECEMBER 31, 2022~~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~~January 31, ~~2022~~2023
Common stock, $.01 par value per share		~~25,852,570~~25,805,275

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			Three Months Ended
	June 30,			December 31,
	2022		2021	2022		2021

Net sales	$	219,066	181,394	$	205,501	177,010
Costs and expenses:
Cost of sales		134,454	113,610		126,383	108,305
Selling, general and administrative expenses		47,479	42,882		51,302	46,635
Amortization of intangible assets		6,406	4,864		6,861	6,467
Interest expense, net		1,331	480		1,658	733
Other (income) expenses, net		(106)	615
Other expenses, net					398	33
Total costs and expenses		189,564	162,451		186,602	162,173

Earnings before income taxes		29,502	18,943		18,899	14,837
Income tax expense		6,329	4,034		4,172	3,313
Net earnings	$	23,173	14,909	$	14,727	11,524

Earnings per share:
Basic -
Net earnings		0.90	0.57
Basic - Net earnings				$	0.57	0.44

Diluted -
Net earnings	$	0.89	0.57
Diluted - Net earnings				$	0.57	0.44

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		Three Months Ended
	June 30,			June 30,		December 31,
	2022		2021	2022	2021	2022		2021
Net earnings	$	23,173	14,909	51,280	43,131	$	14,727	11,524
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(11,905)	535	(17,216)	6,000		11,513	(2,500)
Total other comprehensive income (loss), net of tax		(11,905)	535	(17,216)	6,000		11,513	(2,500)
Comprehensive income	$	11,268	15,444	34,064	49,131	$	26,240	9,024

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,		December 31,		September 30,
	2022		2021		2022		2022
ASSETS
Current assets:
Cash and cash equivalents	$	61,019		56,232	$	51,922		97,724
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
Accounts receivable, net of allowance for credit losses of $2,665 and $2,612, respectively						159,658		164,645
Contract assets, net						122,518		125,154
Inventories, net		178,168		147,148		181,743		162,403
Other current assets		29,718		22,662		18,930		22,696
Total current assets		553,465		466,154		534,771		572,622
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
Property, plant and equipment, net of accumulated depreciation of $171,143 and $165,322, respectively						155,722		155,973
Intangible assets, net of accumulated amortization of $182,789 and $175,928, respectively						394,824		394,464
Goodwill		503,439		504,853		498,383		492,709
Operating lease assets		28,922		31,846		42,156		29,150
Other assets		9,562		10,977		10,133		9,538
Total assets	$	1,652,686		1,577,345	$	1,635,989		1,654,456

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and short-term borrowings	$	20,000		20,000	$	20,000		20,000
Accounts payable		70,748		56,669		73,770		78,746
Contract liabilities		117,863		106,045
Contract liabilities, net						121,220		125,009
Accrued salaries		35,256		39,768		27,339		40,572
Accrued other expenses		48,228		52,513		50,431		53,802
Total current liabilities		292,095		274,995		292,760		318,129
Deferred tax liabilities		82,580		73,560		81,213		82,023
Non-current operating lease liabilities		25,209		28,032		38,346		24,853
Other liabilities		41,920		47,062		45,272		48,294
Long-term debt		181,000		134,000		112,000		133,000
Total liabilities		622,804		557,649		569,591		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 30,707,567 and 30,666,173 shares, respectively		307		307
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 30,745,335 and 30,707,748 shares, respectively						307		307
Additional paid-in capital		299,863		297,644		300,697		301,553
Retained earnings		876,050		830,989		917,682		905,022
Accumulated other comprehensive loss, net of tax		(19,377)		(2,161)		(20,251)		(31,764)
		1,156,843		1,126,779		1,198,435		1,175,118
Less treasury stock, at cost: 4,854,997 and 4,604,741 common shares, respectively		(126,961)		(107,083)
Less treasury stock, at cost: 4,912,636 and 4,854,997 common shares, respectively						(132,037)		(126,961)
Total shareholders’ equity		1,029,882		1,019,696		1,066,398		1,048,157
Total liabilities and shareholders’ equity	$	1,652,686		1,577,345	$	1,635,989		1,654,456

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			Three Months Ended
		June 30,			December 31,
		2022		2021	2022		2021
Cash flows from operating activities:
Net earnings		$	51,280	43,131	$	14,727	11,524
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			36,247	30,259		12,367	12,172
Stock compensation expense			5,318	5,386		1,860	1,685
Changes in assets and liabilities			(60,172)	2,520		(36,920)	(30,837)
Gain on sale of building and land			—	(1,950)
Effect of deferred taxes			9,020	(3,946)		(1,042)	7,402
Net cash provided by operating activities			41,693	75,400
Net cash (used) provided by operating activities						(9,008)	1,946
Cash flows from investing activities:
Acquisition of business, net of cash acquired			(15,592)	(6,684)		—	(15,592)
Proceeds from sale of building and land			—	1,950
Additions to capitalized software			(9,359)	(6,500)		(2,795)	(1,958)
Capital expenditures			(25,893)	(17,887)		(4,791)	(14,133)
Net cash used by investing activities			(50,844)	(29,121)		(7,586)	(31,683)
Cash flows from financing activities:
Proceeds from long-term debt and short-term borrowings			111,000	80,000		17,000	74,000
Principal payments on long-term debt and short-term borrowings			(64,000)	(94,368)		(38,000)	(30,000)
Dividends paid						(2,067)	(2,079)
Purchases of common stock into treasury			(19,878)	—		(4,147)	(9,997)
Dividends paid			(6,219)	(6,251)
Other			(2,787)	(1,672)		(2,412)	(2,737)
Net cash provided (used) by financing activities			18,116	(22,291)
Net cash (used) provided by financing activities						(29,626)	29,187
Effect of exchange rate changes on cash and cash equivalents			(4,178)	1,811		418	33
Net increase in cash and cash equivalents			4,787	25,799
Net decrease in cash and cash equivalents						(45,802)	(517)
Cash and cash equivalents, beginning of period			56,232	52,560		97,724	56,232
Cash and cash equivalents, end of period		$	61,019	78,359	$	51,922	55,715

Supplemental cash flow information:	��
Interest paid		$	1,685	316	$	1,875	388
Income taxes paid (including state and foreign)			5,574	21,982
Income taxes paid						200	195

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~~period ended ~~June 30,~~December 31, 2022 are not necessarily indicative of the results for the entire ~~2022~~2023 fiscal year. References to the ~~third~~first quarters of ~~2022~~2023 and ~~2021~~2022 represent the fiscal quarters ended ~~June 30,~~December 31, 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		Three Months
	Ended June 30,		Ended June 30,		Ended December 31,
	2022	2021	2022	2021	2022	2021
Weighted Average Shares Outstanding — Basic	25,856	26,045	25,959	26,040	25,863	26,060
Dilutive Restricted Shares	94	169	91	159	80	82
Weighted Average Shares Outstanding — Diluted	25,950	26,214	26,050	26,199
Adjusted Shares — Diluted					25,943	26,142

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 separate compensation plan for non-employee ~~directors compensation plan.~~directors.

Performance-Accelerated Restricted Stock Unit (PARS) Awards, ~~and~~ Time-Vested Restricted Stock Unit (RSU) Awards,and Performance Share Unit (PSU) Awards

Compensation expense related to ~~the PARS/RSU~~these awards was $1.6 million and ~~$4.4~~$1.4 million for the ~~three and nine-month~~three-month periods ended ~~June 30,~~December 31, 2022 ~~respectively,~~ and ~~$2.5 million and $4.5 million for the corresponding periods in 2021. As~~2021, respectively. There were 223,233 non-vested shares outstanding as of ~~June 30, 2022, there were 265,643 unvested stock units outstanding.~~December 31, 2022.

Non-Employee Directors Plan

Compensation expense related to the non-employee director grants was $0.3 million and ~~$0.9~~$0.3 million for the ~~three and nine-month~~three-month periods ended ~~June 30,~~December 31, 2022 ~~respectively,~~ and ~~$0.3 million and $1.0 million for the corresponding periods in 2021.~~2021, respectively.

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~~$1.7 million for the ~~three and nine-month~~three-month periods ended ~~June 30,~~December 31, 2022 ~~respectively,~~ and ~~$2.8 million and $5.5 million for the corresponding periods in 2021.~~2021, respectively. The total income tax benefit recognized in results of operations for share-based compensation arrangements was ~~$0.4~~$0.1 million and ~~$1.0~~$0.4 million for the ~~three and nine-month~~three-month periods ended ~~June 30,~~December 31, 2022 ~~respectively,~~ and ~~$0.4 million and $1.1 million for the corresponding periods in 2021.~~2021, respectively. As of ~~June 30,~~December 31, 2022 there was ~~$12.9~~$12.0 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~~2.0 years.

5.4. INVENTORIES

Inventories, net, consist of the following:


	June 30,		September 30,	December 31,		September 30,
(In thousands)	2022		2021	2022		2022
Finished goods	$	39,904	32,998	$	31,723	32,471
Work in process		43,408	34,201		46,514	38,492
Raw materials		94,856	79,949		103,506	91,440
Total inventories, net	$	178,168	147,148	$	181,743	162,403

6.5.	GOODWILL AND OTHER INTANGIBLE ASSETS

Included on the Company’s Consolidated Balance Sheets at ~~June 30,~~December 31, 2022 and September 30, ~~2021~~2022 are the following intangible assets gross carrying amounts and accumulated ~~amortization:~~amortization from continuing operations:


	June 30,		September 30,	December 31,		September 30,
(Dollars in thousands)	2022		2021	2022		2022
Goodwill	$	503,439	504,853	$	498,383	492,709

Intangible assets with determinable lives:
Patents
Gross carrying amount	$	2,246	2,131	$	2,373	2,353
Less: accumulated amortization		1,059	972		1,122	1,091
Net	$	1,187	1,159	$	1,251	1,262

Capitalized software
Gross carrying amount	$	103,030	93,671	$	109,379	106,583
Less: accumulated amortization		68,643	63,740		72,605	70,476
Net	$	34,387	29,931	$	36,774	36,107

Customer relationships
Gross carrying amount	$	290,133	288,530	$	291,067	287,447
Less: accumulated amortization		92,943	80,882		100,910	96,921
Net	$	197,190	207,648	$	190,157	190,526

Other
Gross carrying amount	$	13,885	13,080	$	14,322	13,985
Less: accumulated amortization		6,629	4,301		8,066	7,440
Net	$	7,256	8,779	$	6,256	6,545
Intangible assets with indefinite lives:
Trade names	$	161,317	161,733	$	160,386	160,024

The changes in the carrying amount of goodwill attributable to each business segment for the ~~nine~~three months ended ~~June 30,~~December 31, 2022 is as follows:


					Aerospace						Aerospace
(Dollars in millions)	USG		Test		& Defense	Total	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
Balance as of September 30, 2022							$	348.7		34.0	110.0	492.7
Foreign currency translation		(7.2)		—	—	(7.2)		5.7		—	—	5.7
Balance as of June 30, 2022	$	359.3		34.1	110.0	503.4
Balance as of December 31, 2022							$	354.4		34.0	110.0	498.4

7.7

6. BUSINESS SEGMENT INFORMATION

The Company is organized based on the products and services that it offers and classifies its ~~continuing~~ business operations in 3three reportable segments for financial reporting purposes: Aerospace & Defense (A&D), Utility Solutions Group (USG), and RF Shielding and Test (Test).

~~The Aerospace & Defense~~.The A&D segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair), Mayday Manufacturing Co. (Mayday), 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;~~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 and data management 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 from continuing operations before interest and taxes. The table below is presented on the basis of continuing operations and excludes discontinued operations.


	Three Months			Nine Months		Three Months
	Ended June 30,			Ended June 30,		Ended December 31,
(In thousands)	2022		2021	2022	2021	2022		2021
NET SALES
Aerospace & Defense	$	92,606	85,576	247,671	234,720	$	82,983	70,244
USG		67,201	47,704	194,877	141,799		71,045	63,485
Test		59,259	48,114	158,456	133,443		51,473	43,281
Consolidated totals	$	219,066	181,394	601,004	509,962	$	205,501	177,010

EBIT
Aerospace & Defense	$	20,738	16,714	45,042	41,980	$	12,536	9,955
USG		13,135	8,227	37,840	27,683		16,131	13,391
Test		8,354	6,751	20,813	17,781		5,411	3,965
Corporate (loss)		(11,394)	(12,269)	(34,604)	(30,359)		(13,521)	(11,741)
Consolidated EBIT		30,833	19,423	69,091	57,085		20,557	15,570
Less: Interest expense		(1,331)	(480)	(3,084)	(1,453)		(1,658)	(733)
Earnings before income taxes	$	29,502	18,943	66,007	55,632	$	18,899	14,837

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.

8.7. DEBT

The Company’s debt is summarized as follows:


	June 30,		September 30,	December 31,		September 30,
(In thousands)	2022		2021	2022		2022
Total borrowings	$	201,000	154,000	$	132,000	153,000
Current portion of long-term debt		(20,000)	(20,000)		(20,000)	(20,000)
Total long-term debt, less current portion	$	181,000	134,000	$	112,000	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.~~2024, with balance due by this date.

At ~~June 30,~~December 31, 2022, the Company had approximately ~~$291.0~~$360 million available to borrow under the Credit Facility, plus the $250 million increase option subject to ~~lender approval,~~lenders’ consent, in addition to ~~$61.0~~$51.9 million cash on hand. The Company classified $20 million as the current portion of long-term debt as of ~~June 30,~~December 31, 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~~$8.2 million at ~~June 30,~~December 31, 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~~interest rate spreads on the ~~unlimited guaranty of~~facility and the facility fee are subject to increase or decrease depending on 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%~~4.56% and ~~1.57%~~1.17% for the ~~three and nine-month~~three-month periods ending ~~June 30,~~December 31, 2022 ~~respectively,~~ and ~~1.16% and 1.33% for the three and nine-month periods ending June 30, 2021.~~2021, respectively. As of ~~June 30,~~December 31, 2022, the Company was in compliance with all covenants.

9.8. INCOME TAX EXPENSE

The ~~third~~first quarter ~~2022~~2023 effective income tax rate was ~~21.5%~~22.1% compared to ~~21.3% in the third quarter of 2021. The effective income tax rate~~22.3% in the first ~~nine months~~quarter of ~~2022 was 22.3% compared to 22.5% for the first nine months of 2021.~~2022. The income tax expense in the ~~third~~first quarter of 2023 was favorably impacted by excess tax benefit related to the vesting of share-based compensation and the release of a valuation allowance on acquired federal net operating losses, decreasing the effective tax rate for the quarter by 1.3%.Income tax expense in the first ~~nine months~~quarter of 2022 was favorably impacted by excess tax ~~return~~benefit related to ~~provision true-ups on U.S. tax on~~ the ~~distribution~~vesting of ~~foreign earnings and the re-rating of deferred taxes as a result of a Vermont law change,~~share-based compensation, decreasing the ~~third quarter and year-to-date~~ effective tax rate for the quarter 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.1.7%.

119

~~10.~~9. SHAREHOLDERS’ EQUITY

The change in shareholders’ equity for the ~~third quarter and~~ first ~~nine~~three months ofended December 31, 2022 and 2021 is shown below (in thousands):


	Three Months Ended June 30,		Nine Months Ended June 30,		Three Months Ended December 31,
	2022	2021	2022	2021	2022		2021

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

Additional paid-in-capital
Beginning balance	298,353	295,796	297,644	293,682		301,553	297,644
Stock plans	1,510	782	2,219	2,896		(856)	(1,367)
Ending balance	299,863	296,578	299,863	296,578		300,697	296,277

Retained earnings
Beginning balance	854,946	799,884	830,989	775,829		905,022	830,989
Net earnings common stockholders	23,173	14,909	51,280	43,131		14,727	11,524
Dividends paid	(2,069)	(2,084)	(6,219)	(6,251)		(2,067)	(2,079)
Ending balance	876,050	812,709	876,050	812,709		917,682	840,434

Accumulated other comprehensive income (loss)
Beginning balance	(7,472)	1,808	(2,161)	(3,657)		(31,764)	(2,161)
Foreign currency translation	(11,905)	535	(17,216)	6,000		11,513	(2,500)
Ending balance	(19,377)	2,343	(19,377)	2,343		(20,251)	(4,661)

Treasury stock
Beginning balance	(124,961)	(107,134)	(107,083)	(107,134)		(126,961)	(107,083)
Issued under stock plans /(repurchased)	(2,000)	51	(19,878)	51
Share repurchases						(5,076)	(9,997)
Ending balance	(126,961)	(107,083)	(126,961)	(107,083)		(132,037)	(117,080)

Total equity	1,029,882	1,004,854	1,029,882	1,004,854	$	1,066,398	1,015,277

~~11.~~10. 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,~~December 31, 2022 and September 30, ~~2021~~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. ~~NaN~~No impairments were recorded during the ~~three and nine-month periods~~three-month period ended ~~June 30, 2022 and 2021.~~December 31, 2022.

~~12.~~11. REVENUES

Disaggregation of Revenues

Revenues by customer type, geographic location, and revenue recognition method for the ~~three and nine-month periods~~three-month period ended ~~June 30,~~December 31, 2022 are presented in the ~~tables~~table 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~~table below also ~~include~~includes 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
									Aerospace
(In thousands)	& Defense		USG		Test		Total		& Defense		USG		Test		Total
Customer type:
Commercial	$	100,407	$	191,832	$	147,390	$	439,629	$	36,740	$	70,162	$	45,992	$	152,894
U.S. Government		147,264		3,045		11,066		161,375		46,243		883		5,481		52,607
Total revenues	$	247,671	$	194,877	$	158,456	$	601,004	$	82,983	$	71,045	$	51,473	$	205,501

Geographic location:
United States	$	212,849	$	122,021	$	88,708	$	423,578	$	68,934	$	46,379	$	27,503	$	142,816
International		34,822		72,856		69,748		177,426		14,049		24,666		23,970		62,685
Total revenues	$	247,671	$	194,877	$	158,456	$	601,004	$	82,983	$	71,045	$	51,473	$	205,501

Revenue recognition method:
Point in time	$	99,464	$	155,693	$	43,488	$	298,645	$	33,604	$	56,031	$	9,101	$	98,736
Over time		148,207		39,184		114,968		302,359		49,379		15,014		42,372		106,765
Total revenues	$	247,671	$	194,877	$	158,456	$	601,004	$	82,983	$	71,045	$	51,473	$	205,501

1411

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
									Aerospace
(In thousands)	& Defense		USG		Test		Total		& Defense		USG		Test		Total
Customer type:
Commercial	$	95,712	$	139,149	$	118,089	$	352,950	$	28,075	$	62,842	$	41,037	$	131,954
U.S. Government		139,008		2,650		15,354		157,012		42,169		643		2,244		45,056
Total revenues	$	234,720	$	141,799	$	133,443	$	509,962	$	70,244	$	63,485	$	43,281	$	177,010

Geographic location:
United States	$	205,527	$	96,601	$	73,950	$	376,078	$	60,687	$	38,741	$	22,975	$	122,403
International		29,193		45,198		59,493		133,884		9,557		24,744		20,306		54,607
Total revenues	$	234,720	$	141,799	$	133,443	$	509,962	$	70,244	$	63,485	$	43,281	$	177,010

Revenue recognition method:
Point in time	$	103,492	$	105,173	$	27,789	$	236,454	$	28,558	$	50,835	$	12,821	$	92,214
Over time		131,228		36,626		105,654		273,508		41,686		12,650		30,460		84,796
Total revenues	$	234,720	$	141,799	$	133,443	$	509,962	$	70,244	$	63,485	$	43,281	$	177,010

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,~~December 31, 2022, the Company had ~~$706.8~~$718.4 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,~~December 31, 2022, contract assets and liabilities totaled ~~$115.8~~$122.5 million and ~~$122.2~~$133.6 million, respectively. During the first ~~nine months~~quarter of ~~2022,~~2023, the Company recognized approximately ~~$74~~$31.0 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. At September 30, 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~~$125.2 million and ~~$100.6~~$137.6 million, respectively.

~~13.~~12. 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
	December 31,		December 31,
(Dollars in thousands)	2022		2021
Finance lease cost
Amortization of right-of-use assets	$	393		433
Interest on lease liabilities		236		267
Operating lease cost		1,645		1,561
Total lease costs	$	2,274		2,261

1613

~~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		Three Months Ended			Three Months Ended
	June 30,		June 30,		December 31,			December 31,
(Dollars in thousands)	2022		2021		2022			2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,989	$	1,320	$	1,601			1,503
Operating cash flows from finance leases		242		306		236			267
Financing cash flows from finance leases		307		428		327			361
Right-of-use assets obtained in exchange for operating lease liabilities		760		12,780
Right-of-use assets obtained in exchange for lease liabilities
Operating leases					$	13,964			901
Weighted-average remaining lease term
Operating leases						11.6	years		9.9	years
Finance leases						11.7	years		12.5	years
Weighted-average discount rate
Operating leases						4.36	%		3.12	%
Finance leases						4.60	%		4.58	%

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~~the Consolidated Balance Sheet on ~~June 30,~~December 31, 2022:


(Dollars in thousands)	Operating		Finance	Operating		Finance
Years Ending September 30:	Leases		Leases	Leases		Leases
2022 (excluding the nine months ended June 30, 2022)	$	1,316	552
2023		5,126	2,256
2023 (excluding the three months ended December 31, 2022)				$	5,303	1,693
2024		4,330	2,315		6,280	2,315
2025		3,751	2,370		4,955	2,370
2026 and thereafter		20,251	21,431
2026					4,073	2,434
2027 and thereafter					36,443	18,997
Total minimum lease payments		34,774	28,924		57,054	27,809
Less: amounts representing interest		4,999	7,429		13,296	6,954
Present value of net minimum lease payments	$	29,775	21,495	$	43,758	20,855
Less: current portion of lease obligations		4,566	1,304		5,412	1,359
Non-current portion of lease obligations		25,209	20,191	$	38,346	19,496

ROU assets	$	28,922	17,736	$	42,156	16,950

Operating lease liabilities are included inon 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.~~sheet.

1814

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~~first quarters of ~~2022~~2023 and ~~2021~~2022 represent the three-month periods ended ~~June 30,~~December 31, 2022 and 2021, respectively.

OVERVIEW

~~In the third quarter of 2022, sales,~~Sales, net earnings and diluted earnings per share were ~~$219.1~~$205.5 million, ~~$23.2 million and $0.89 per share, respectively, compared to $181.4 million, $14.9~~$14.7 million and $0.57 per share, respectively, in the ~~third~~first quarter of ~~2021. In the first nine months of 2022, sales, net earnings and diluted earnings per share were $601.0~~2023 compared to $177.0 million, ~~$51.3~~$11.5 million and ~~$1.97 per share, respectively, compared to $510.0 million, $43.1 million and $1.65~~$0.44 per share, respectively, in the first ~~nine months~~quarter of ~~2021.~~2022.

NET SALES

~~In the third quarter of 2022, net~~Net sales ~~of $219.1 million were $37.7~~increased $28.5 million, or ~~20.8%~~16.1%, ~~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~~to $205.5 million in the first ~~nine months~~quarter of ~~2021.~~2023 from $177.0 million in the first quarter of 2022. The increase in net sales in the ~~third~~first quarter of ~~2022~~2023 as compared to the ~~third~~first quarter of ~~2021~~2022 was due to a ~~$19.5~~$12.8 million increase in the ~~USG~~Aerospace & Defense segment, an ~~$11.2~~$8.2 million increase in the Test segment, and a ~~$7.0~~$7.5 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)

InNet sales of $83.0 million in the ~~third~~first quarter of ~~2022, net sales of $92.6 million~~2023 were ~~$7.0~~$12.8 million, or ~~8.2%~~18.2%, 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~~$70.2 million in the first ~~nine months~~quarter of ~~2021.~~2022. The sales increase in the ~~third~~first quarter of 2023 compared to the first quarter of 2022 ~~compared to the third quarter of 2021~~ was ~~mainly~~primarily due to ~~a $3.9~~an approximately $9.2 million increase in ~~net sales~~aerospace shipments at Mayday, ~~primarily driven by an increase in commercial aerospace sales,~~Crissair and PTI and a ~~$3.1~~$5.0 million increase in net sales at VACCO and Globe driven by navy sales, partially offset by a $1.6 million decrease in navy sales at Westland.

-USG

Net sales of $71.0 million in the first quarter of 2023 were $7.5 million, or 11.8% higher ~~navy defense products,~~than the $63.5 million in the first quarter of 2022. The increase in the first quarter of 2023 compared to the first quarter of 2022 was mainly due to a ~~$0.8~~$4.5 million increase in net sales at ~~PTI,~~NRG driven by continued strength in the renewables end-market and a ~~$0.4~~$3.0 million increase at Doble driven by higher sales of protection testing instruments and software.

-Test

Net sales of $51.5 million in ~~net sales at Globe, partially offset by a $1.2~~the first quarter of 2023 were $8.2 million, ~~decrease~~or 18.9%, higher than the $43.3 million in ~~net sales at Westland.~~the first quarter of 2022. The ~~sales~~ increase in the first ~~nine months~~quarter 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 $5.8 million of higher sales from the ~~Company’s U.S.~~segment’s U.S operations and ~~Asian operations totaling $11.8~~$3.4 million ~~partially offset by a $0.6 million decrease in~~of higher 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~~$1.0 million ~~decrease in~~of lower sales from the segment’s ~~European~~Asian operations, all due to the timing of test and measurement chamber projects.

ORDERS AND BACKLOG

Backlog was ~~$706.8~~$718.4 million at ~~June 30,~~December 31, 2022 compared with ~~$592.0~~$695.0 million at September 30, ~~2021.~~2022. 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~~$228.9 million in the first ~~nine months~~quarter of ~~2022~~2023 compared to ~~$537.7~~$224.4 million in the first ~~nine months~~quarter of ~~2021.~~2022. Of the new orders received in the first ~~nine months~~quarter of ~~2022, $295.0~~2023, $97.3 million related to Aerospace & Defense products, ~~$227.1~~$80.2 million related to USG products, and ~~$193.7~~$51.4 million related to Test products. Of the new orders received in the first ~~nine months~~quarter of ~~2021, $248.8~~2022, $90.2 million related to Aerospace & Defense products, ~~$147.8~~$66.2 million related to USG products, and ~~$141.1~~$68.0 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~~$51.3 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%(25.0% of net sales) for the first ~~nine months~~quarter of ~~2021.~~2023, compared with $46.6 million (26.3% of net sales) for the first quarter of 2022. The increase in SG&A in the ~~third~~first quarter ~~and first nine months~~ of ~~2022~~2023 compared to the ~~corresponding periods~~first quarter of ~~2021~~2022 was mainly due to higher expenses at ~~Doble as a result of~~Corporate due to the ~~SG&A contribution from~~executive management transition (primarily relocation and recruiting costs) and an increase within the ~~Altanova~~A&D and ~~Phenix acquisitions.~~USG segments due to higher sales and commissions.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets was ~~$6.4~~$6.9 million and ~~$19.4~~$6.5 million for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022, ~~respectively, compared to $4.9 million and $14.7 million for the corresponding periods of 2021.~~respectively. 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~~first quarter ~~and first nine months~~ of ~~2022~~2023 compared to the ~~corresponding periods~~first quarter of ~~2021~~2022 was mainly due to ~~the Company’s recent acquisitions~~an increase in amortization of ~~Phenix, Altanova and NEco.~~capitalized software.

OTHER ~~(INCOME)~~ EXPENSES, NET

Other ~~income,~~expenses, net, ~~was~~were $0.4 million in the first quarter of 2023 compared to other expenses, net, of $0.1 million ~~of income~~ in the ~~third~~first quarter of ~~2022 compared to $0.6~~2022. The principal component of other expenses, net, in the first quarter of 2023 included approximately $0.2 million of ~~expenses in~~restructuring charges within the ~~third quarter of 2021.~~A&D segment. There were no individually significant items in other ~~income, net, in the third quarter of 2022. The principal component of other~~expenses (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~~quarter 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 76 to the Consolidated Financial Statements, above. EBIT was ~~$30.8~~$20.6 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%(10.0% of net sales) for the first ~~nine months~~quarter of ~~2021.~~2023 compared to $15.6 million (8.8% of net sales) for the first quarter of 2022.

The following table presents a reconciliation of EBIT to ~~net earnings.~~a GAAP financial measure:


	Three Months Ended				Nine Months Ended		Three Months Ended
	June 30,				June 30,		December 31,
(In thousands)	2022		2021		2022	2021	2022		2021
Net earnings							$	14,727		11,524
Plus: Interest expense, net								1,658		733
Plus: Income tax expense								4,172		3,313
Consolidated EBIT	$	30,833		19,423	69,091	57,085	$	20,557		15,570
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~~$12.5 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%(15.1% of net sales) in the first ~~nine months~~quarter of ~~2021.~~2023 compared to $10.0 million (14.2% of net sales) in the first quarter of 2022. The increase in EBIT in the ~~third~~first quarter of 2023 compared to the first 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 GlobeCrissair & PTI partially offset by a decrease in EBIT at ~~VACCO and Crissair~~Westland due to ~~product mix and~~the lower sales ~~volumes.~~volumes mentioned above. In addition, EBIT in the first ~~nine months~~quarter of ~~2022~~2023 was negatively impacted by a ~~$0.3~~$0.2 million ~~inventory step-up charge related to~~of restructuring charges (primarily severance) within 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.~~A&D segment.

-USG

EBIT ~~in the third quarter of 2022~~ was ~~$13.1~~$16.1 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%(22.7% of net sales) in the first ~~nine months~~quarter of ~~2021.~~2023 compared to $13.4 million (21.1% of net sales) in the first quarter of 2022. The increase in EBIT in the ~~third~~first quarter ~~and first nine months~~ of ~~2022~~2023 compared to the ~~corresponding periods~~first quarter of ~~2021~~2022 was mainly due to the higher sales volumes at both Doble and NRG ~~as mentioned above. EBIT~~ in the first ~~nine months~~quarter of ~~2022 was negatively impacted by approximately $0.5 million of inventory step-up charges related to the Altanova acquisition.~~2023.

-Test

EBIT ~~in the third quarter of 2022~~ was ~~$8.4~~$5.4 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%(10.5% of net sales) in the first ~~nine months~~quarter of ~~2021.~~2023 compared to $4.0 million (9.2% of net sales) in the first quarter of 2022. The increase in EBIT in the ~~third~~first quarter ~~and first nine months~~ of ~~2022~~2023 compared to the ~~corresponding periods~~first quarter of ~~2021~~2022 was primarily due to ~~product mix and~~ higher ~~margins on projects mainly~~sales volumes from the segment’s ~~Asian~~U.S. and ~~U.S.~~European operations.

– Corporate

Corporate costs included in EBIT were ~~$11.4~~$13.5 million and ~~$34.6~~$11.7 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 2023 and 2022, ~~compared to the prior year quarter was due to executive transition related compensation and acquisition costs in 2021.~~respectively. The

increase in Corporate costs in the first ~~nine months~~quarter of ~~2022~~2023 compared to the ~~corresponding period~~first quarter of ~~2021~~2022 was mainly due to ~~the increase in amortization expense~~approximately $0.8 million of ~~acquired intangible assets~~management transition costs (mainly relocation and recruiting) related to the Company’s ~~recent acquisitions of Phenix, Altanova and NEco.~~CEO transition.

INTEREST EXPENSE, NET

Interest expense was ~~$1.3~~$1.7 million and ~~$3.1~~$0.7 million in the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022, ~~respectively, and $0.5 million and $1.5 million in the corresponding periods of 2021.~~respectively. The increase in interest expense in the ~~third~~first quarter ~~and first nine months~~ of ~~2022~~2023 as compared to the ~~corresponding periods~~first quarter of ~~2021~~2022 was mainly due to higher average ~~outstanding borrowings. Average outstanding borrowings were $205 million and $195 million~~interest rates (4.56% in the ~~third~~first quarter ~~and first nine months~~ of ~~2022, respectively, and $39 million and $44 million~~2023 compared to 1.17% in the ~~corresponding periods~~first quarter of ~~2021.~~2022).

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~~22.1% in the first ~~nine months~~quarter of ~~2022 was 22.3%~~2023 compared to ~~22.5% for~~22.3% in the first ~~nine months~~quarter of ~~2021. The income~~2022. Income tax expense in the ~~third~~first quarter of 2023 was favorably impacted by excess tax benefit related to the vesting of share-based compensation and the release of a valuation allowance on acquired federal net operating losses, decreasing the effective tax rate for the quarter by 1.3%. Income tax expense in the first ~~nine months~~quarter of 2022 was favorably impacted by excess tax ~~return~~benefit related to ~~provision true-ups on U.S. tax on~~ the ~~distribution~~vesting of ~~foreign earnings and the re-rating of deferred taxes as a result of a Vermont law change,~~share-based compensation, decreasing the ~~third quarter and year-to-date~~ effective tax rate for the quarter 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.1.7%.

CAPITAL RESOURCES AND LIQUIDITY

The ~~Company's~~Company’s overall financial position and liquidity ~~remains~~remain strong. Working capital (current assets less current liabilities) ~~increased~~decreased to ~~$261.4~~$242.0 million at ~~June 30,~~December 31, 2022 from ~~$191.2~~$254.5 million at September 30, ~~2021.~~2022 mainly driven by a decrease in cash including repayment of debt. Inventories increased by ~~$31.0~~$19.3 million during this period mainly due to ~~a $14.0~~an $11.0 million increase within the USG segment, ~~an $11.9 million increase within the Test segment and~~ a ~~$5.1~~$4.3 million increase within the Aerospace & Defense segment and a $4.0 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~~Accrued salaries decreased by ~~$22.4~~$13.2 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~~salaries and ~~collections.~~bonus payments.

Net cash used by operating activities was $(9.0) million and net cash provided by operating activities was ~~$41.7 million and $75.4~~$1.9 million in the first ~~nine months~~quarters of ~~2022~~2023 and ~~2021,~~2022, respectively. The decrease in net cash provided by operating activities in the first ~~nine months~~quarter of ~~2022~~2023 as compared to the first ~~nine months~~quarter of ~~2021~~2022 was mainly driven by higher ~~working capital requirements.~~inventory balances, lower accounts payable and accrued expenses and the effect of deferred taxes.

Capital expenditures were ~~$25.9~~$4.8 million and ~~$17.9~~$14.1 million in the first ~~nine months~~quarters of ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~increase~~decrease in the first ~~nine months~~quarter of ~~2022 compared to the prior year period~~2023 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~~approximately $2.8 million and ~~$6.5~~$2.0 million in the first ~~nine months~~quarters of 2023 and 2022, ~~and 2021,~~ respectively.

~~Acquisition~~

Credit Facility

At ~~June 30,~~December 31, 2022, the Company had approximately ~~$291.0~~$360 million available to borrow under its bank credit facility, a $250 million increase option, ~~subject to lender approval,~~ and ~~$61.0~~$51.9 million cash on hand. At ~~June 30,~~December 31, 2022, the Company had ~~$201.0~~$132 million of outstanding borrowings under the credit facility in addition to outstanding letters of credit of ~~$7.8~~$8.2 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~~quarter of ~~2022,~~2023, the Company repurchased approximately ~~257,000~~58,000 shares for ~~approximately $20.0 million.~~$5.1 million, of which $4.1 million was paid during the quarter and the remainder was settled in January 2023. For further information on the share repurchases during the ~~third~~first quarter of ~~2022,~~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 ~~15, 2021~~18, 2022 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,~~December 31, 2022, a quarterly dividend of $0.08 per share, totaling $2.1 million, was paid on ~~July 19, 2022~~January 20, 2023 to stockholders of record as of ~~July~~January 5, ~~2022.~~2023.

Subsequent Event

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. The business has annualized sales of approximately $15 million and will become part of Globe within the A&D segment.

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.~~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 may 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,~~Company, and the timing of the recovery of certain end markets which the Company ~~serves,~~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,~~2022, and the following: the continuing impact of the COVID-19 pandemic including the ~~impacts~~effects 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,~~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.~~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

Total Number of

Approximate Dollar

Shares Purchased as

Value of Shares that

Shares Purchased as

Value of Shares that

Total Number

Average

Part of Publicly

May Yet Be

Total Number

Average

Part of Publicly

May Yet Be

of Shares

Price Paid

Announced Plans

Purchased Under the

of Shares

Price Paid

Announced Plans

Purchased Under the

Period

Purchased

per Share

or Programs

Plans or Programs*

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

October 1-31, 2022

—

N/A

—

180.0 million

November 1-30, 2022

—

N/A

—

180.0 million

December 1-31, 2022

57,639

88.07

57,639

174.9 million

Total

28,452

70.27

28,452

180.0 million

57,639

88.07

57,639

174.9 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 usthe Company to repurchase shares of ~~our~~its common stock from time to time at ~~our~~its 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.

2519

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,~~22, 2022

4.2	Credit Agreement dated September 27, 2019, incorporated by reference to Exhibit 10.1 hereto	Exhibit 10.1 to the Company’s Form 8-K filed September 30, 2019

10.1	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	Exhibit 10.1 to the Company’s Form 8-K filed September 30, 2019

~~10.1~~10.2	Form of ~~Restricted~~Fiscal 2023 Performance Share Unit Awards to Executive Officers under 2018 Omnibus Incentive Plan ~~(2022)~~	Filed herewith

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

10.4	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

10.5	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

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”.

2620

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~~February 9, ~~2022~~2023

2721


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


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		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


	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	%