Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-10596 | |
Entity Registrant Name | ESCO TECHNOLOGIES INC. | |
Entity Incorporation, State or Country Code | MO | |
Entity Tax Identification Number | 43-1554045 | |
Entity Address, Address Line One | 9900A CLAYTON ROAD | |
Entity Address, City or Town | ST. LOUIS | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 63124-1186 | |
City Area Code | 314 | |
Local Phone Number | 213-7200 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | ESE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,751,055 | |
Entity Central Index Key | 0000866706 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Net sales | $ 249,129 | $ 229,136 | $ 467,443 | $ 434,637 |
Costs and expenses: | ||||
Cost of sales | 152,347 | 142,296 | 286,498 | 268,679 |
Selling, general and administrative expenses | 55,097 | 53,877 | 109,065 | 105,179 |
Amortization of intangible assets | 8,572 | 7,030 | 16,440 | 13,891 |
Interest expense, net | 3,226 | 2,269 | 5,893 | 3,927 |
Other expenses, net | 666 | 314 | 872 | 712 |
Total costs and expenses | 219,908 | 205,786 | 418,768 | 392,388 |
Earnings before income taxes | 29,221 | 23,350 | 48,675 | 42,249 |
Income tax expense | 6,002 | 5,472 | 10,287 | 9,644 |
Net earnings | $ 23,219 | $ 17,878 | $ 38,388 | $ 32,605 |
Earnings per share: | ||||
Basic - Net earnings | $ 0.90 | $ 0.69 | $ 1.49 | $ 1.26 |
Diluted - Net earnings | $ 0.90 | $ 0.69 | $ 1.49 | $ 1.26 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) | ||||
Net earnings | $ 23,219 | $ 17,878 | $ 38,388 | $ 32,605 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (4,745) | 2,233 | 4,669 | 13,747 |
Total other comprehensive income (loss), net of tax | (4,745) | 2,233 | 4,669 | 13,747 |
Comprehensive income | $ 18,474 | $ 20,111 | $ 43,057 | $ 46,352 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 59,436 | $ 41,866 |
Accounts receivable, net of allowance for credit losses of $2,260 and $2,264, respectively | 187,535 | 198,557 |
Contract assets | 139,303 | 138,633 |
Inventories | 211,338 | 184,067 |
Other current assets | 24,310 | 17,972 |
Total current assets | 621,922 | 581,095 |
Property, plant and equipment, net of accumulated depreciation of $185,799 and $174,698, respectively | 161,811 | 155,484 |
Intangible assets, net of accumulated amortization of $221,321 and $204,881, respectively | 414,872 | 392,124 |
Goodwill | 535,661 | 503,177 |
Operating lease assets | 38,322 | 39,839 |
Other assets | 11,603 | 11,495 |
Total assets | 1,784,191 | 1,683,214 |
Current liabilities: | ||
Current maturities of long-term debt | 20,000 | 20,000 |
Accounts payable | 81,961 | 86,973 |
Contract liabilities | 107,357 | 112,277 |
Accrued salaries | 34,637 | 43,814 |
Accrued other expenses | 44,975 | 51,587 |
Total current liabilities | 288,930 | 314,651 |
Deferred tax liabilities | 80,648 | 75,531 |
Non-current operating lease liabilities | 35,444 | 36,554 |
Other liabilities | 41,759 | 43,336 |
Long-term debt | 171,000 | 82,000 |
Total liabilities | 617,781 | 552,072 |
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 30,807,826 and 30,781,699 shares, respectively | 308 | 308 |
Additional paid-in capital | 308,065 | 304,850 |
Retained earnings | 1,023,578 | 989,315 |
Accumulated other comprehensive loss, net of tax | (19,300) | (23,969) |
Total stockholders' equity before treasury stock | 1,312,651 | 1,270,504 |
Less treasury stock, at cost: 5,048,645 and 4,995,414 common shares, respectively | (146,241) | (139,362) |
Total shareholders' equity | 1,166,410 | 1,131,142 |
Total liabilities and shareholders' equity | $ 1,784,191 | $ 1,683,214 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) | ||
Net of allowance for credit losses | $ 2,260 | $ 2,264 |
Net of accumulated depreciation | 185,799 | 174,698 |
Net of accumulated amortization | $ 221,321 | $ 204,881 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 30,807,826 | 30,781,699 |
Treasury stock, shares | 5,048,645 | 4,995,414 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net earnings | $ 38,388 | $ 32,605 |
Adjustments to reconcile net earnings to net cash provided (used) by operating activities: | ||
Depreciation and amortization | 27,555 | 24,910 |
Stock compensation expense | 4,144 | 5,309 |
Changes in assets and liabilities | (47,869) | (67,140) |
Effect of deferred taxes | (2,981) | (1,145) |
Net cash provided (used) by operating activities | 19,237 | (5,461) |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | (56,179) | (17,901) |
Additions to capitalized software and other | (5,912) | (5,918) |
Capital expenditures | (16,301) | (10,305) |
Net cash used by investing activities | (78,392) | (34,124) |
Cash flows from financing activities: | ||
Proceeds from long-term debt and short-term borrowings | 154,000 | 68,000 |
Principal payments on long-term debt and short-term borrowings | (65,000) | (60,000) |
Purchases of common stock into treasury | (7,189) | (12,217) |
Dividends paid | (4,125) | (4,128) |
Other | (1,432) | (2,374) |
Net cash provided (used) by financing activities | 76,254 | (10,719) |
Effect of exchange rate changes on cash and cash equivalents | 471 | 801 |
Net increase (decrease) in cash and cash equivalents | 17,570 | (49,503) |
Cash and cash equivalents, beginning of period | 41,866 | 97,724 |
Cash and cash equivalents, end of period | 59,436 | 48,221 |
Supplemental cash flow information: | ||
Interest paid | 5,097 | 3,384 |
Income taxes paid (including state and foreign) | $ 18,228 | $ 13,346 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Mar. 31, 2024 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The accompanying consolidated financial statements, in the opinion of management, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods presented. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all the disclosures required for annual financial statements by accounting principles generally accepted in the United States of America (GAAP). The Company’s results for the three-month period ended March 31, 2024 are not necessarily indicative of the results for the entire 2024 fiscal year. References to the second quarters of 2024 and 2023 represent the fiscal quarters ended March 31, 2024 and 2023, respectively. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates. |
EARNINGS PER SHARE (EPS)
EARNINGS PER SHARE (EPS) | 6 Months Ended |
Mar. 31, 2024 | |
EARNINGS PER SHARE (EPS) | |
EARNINGS PER SHARE (EPS) | 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 restricted shares by using the treasury stock method. The number of shares used in the calculation of earnings per share for each period presented is as follows (in thousands): Three Months Six Months Ended March 31, Ended March 31, 2024 2023 2024 2023 Weighted Average Shares Outstanding — Basic 25,792 25,800 25,794 25,831 Dilutive Restricted Shares 55 95 52 88 Adjusted Shares — Diluted 25,847 25,895 25,846 25,919 |
ACQUISITION
ACQUISITION | 6 Months Ended |
Mar. 31, 2024 | |
ACQUISITION | |
ACQUISITION | 3. ACQUISITION On November 9, 2023, the Company acquired MPE Limited (MPE), based in the United Kingdom, for a purchase price of approximately $56.2 million, net of cash acquired. MPE is a leading global manufacturer of high-performance EMC/EMP filters and capacitor products for military, utility, telecommunication, and other critical infrastructure applications. Since the date of acquisition, the operating results for the MPE business have been included as part of ETS-Lindgren in the Test segment. The acquisition date fair value of the assets acquired and liabilities assumed primarily were as follows: approximately $0.4 million of accounts receivable, $1.1 million of inventory, $1.7 million of property, plant and equipment, $0.7 million of accounts payable and accrued expenses, $7.8 million of deferred tax liabilities, and $31.1 million of identifiable intangible assets, mainly consisting of customer relationships totaling $29.1 million. The acquired goodwill of $30.3 million related to excess value associated with opportunities to expand the services and products that the Company can offer to its customers. The Company does not anticipate that the goodwill will be deductible for tax purposes. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Mar. 31, 2024 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 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. 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 these awards was $1.7 million and $3.5 million for the three and six-month periods ended March 31, 2024, respectively, and $3.1 million and $4.7 million for the corresponding periods in 2023. As of March 31, 2024, there were 226,674 unvested stock units outstanding. Non-Employee Directors Plan Compensation expense related to the non-employee director grants was $0.3 million and $0.6 million for the three and six-month periods ended March 31, 2024, respectively, and $0.3 million and $0.6 million for the corresponding periods in 2023. 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 $2.0 million and $4.1 million for the three and six-month periods ended March 31, 2024, respectively, and $3.4 million and $5.3 million for the corresponding periods in 2023. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $0.3 million and $0.5 million for the three and six-month periods ended March 31, 2024, respectively, and $0.3 million and $0.6 million for the corresponding periods in 2023. As of March 31, 2024, there was $13.1 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 1.8 years. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Mar. 31, 2024 | |
INVENTORIES | |
INVENTORIES | 5. INVENTORIES Inventories consist of the following: March 31, September 30, (In thousands) 2024 2023 Finished goods $ 38,857 34,577 Work in process 54,889 42,178 Raw materials 117,592 107,312 Total inventories $ 211,338 184,067 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2024 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 6. GOODWILL AND OTHER INTANGIBLE ASSETS Included on the Company’s Consolidated Balance Sheets at March 31, 2024 and September 30, 2023 are the following intangible assets gross carrying amounts and accumulated amortization: March 31, September 30, (Dollars in thousands) 2024 2023 Goodwill $ 535,661 503,177 Intangible assets with determinable lives: Patents Gross carrying amount $ 2,516 2,516 Less: accumulated amortization 1,287 1,218 Net $ 1,229 1,298 Capitalized software Gross carrying amount $ 128,042 121,883 Less: accumulated amortization 86,622 80,774 Net $ 41,420 41,109 Customer relationships Gross carrying amount $ 327,695 296,927 Less: accumulated amortization 122,542 113,311 Net $ 205,153 183,616 Other Gross carrying amount $ 15,144 14,232 Less: accumulated amortization 10,870 9,578 Net $ 4,274 4,654 Intangible assets with indefinite lives: Trade names $ 162,796 161,447 The changes in the carrying amount of goodwill attributable to each business segment for the six months ended March 31, 2024 is as follows: Aerospace (Dollars in millions) USG Test & Defense Total Balance as of September 30, 2023 $ 353.6 34.0 115.6 503.2 Acquisition activity — 30.3 — 30.3 Foreign currency translation 1.4 0.8 — 2.2 Balance as of March 31, 2024 $ 355.0 65.1 115.6 535.7 |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 6 Months Ended |
Mar. 31, 2024 | |
BUSINESS SEGMENT INFORMATION | |
BUSINESS SEGMENT INFORMATION | 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 (A&D), Utility Solutions Group (USG), and RF Test and Measurement (Test). The Aerospace & Defense segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair), Globe Composite Solutions, LLC (Globe) and Mayday Manufacturing Co. (Mayday). 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; metal processing services; and miniature electro-explosive devices utilized in mission-critical defense and aerospace applications. 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 and systems to measure and control RF and acoustic energy. It serves the acoustics, medical, health and safety, electronics, wireless communications, automotive and defense markets, supplying a broad range of turnkey systems, including RF test facilities and measurement systems, acoustic test enclosures, RF and magnetically shielded rooms and secure communication facilities, and providing the design, program management, installation and integration services required to successfully complete these types of facilities. It also provides a broad range of components including RF absorptive materials, filters, antennas, field probes, test cells, proprietary measurement software and other test accessories required to perform a variety of tests and measurements, and offers a variety of services including calibration and product tests. Management evaluates and measures the performance of its reportable segments based on “Net Sales” and “EBIT”, which are detailed in the table below. EBIT is defined as earnings before interest and taxes. Three Months Six Months Ended March 31, Ended March 31, (In thousands) 2024 2023 2024 2023 NET SALES Aerospace & Defense $ 114,701 98,982 209,434 181,965 USG 87,309 79,161 170,293 150,206 Test 47,119 50,993 87,716 102,466 Consolidated totals $ 249,129 229,136 467,443 434,637 EBIT Aerospace & Defense $ 23,377 18,795 40,040 31,331 USG 17,575 14,061 35,200 30,192 Test 5,542 7,226 7,321 12,637 Corporate (loss) (14,047) (14,463) (27,993) (27,984) Consolidated EBIT 32,447 25,619 54,568 46,176 Less: Interest expense (3,226) (2,269) (5,893) (3,927) Earnings before income taxes $ 29,221 23,350 48,675 42,249 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. |
DEBT
DEBT | 6 Months Ended |
Mar. 31, 2024 | |
DEBT | |
DEBT | 8. DEBT The Company’s debt is summarized as follows: March 31, September 30, (In thousands) 2024 2023 Total borrowings $ 191,000 102,000 Current portion of long-term debt (20,000) (20,000) Total long-term debt, less current portion $ 171,000 82,000 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 seven banks led by JP Morgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Commerce Bank and TD Bank, N.A. as co-documentation agents. The Credit Facility matures August 30, 2028, with balance due by this date. At March 31, 2024, the Company had approximately $303 million available to borrow under the Credit Facility, plus the $250 million increase option subject to the lenders’ consent, in addition to $59.4 million cash on hand. The Company classified $20 million as the current portion of long-term debt as of March 31, 2024, as the Company intends to repay this amount within the next twelve months; however, the Company no contractual obligation to repay such amount during the next twelve months. The letters of credit issued and outstanding under the Credit Facility totaled $5.8 million at March 31, 2024. Interest on borrowings under the Credit Facility is calculated at a spread over either an Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted CDOR Rate, Alternate Base Rate or Daily Simple RFR, at the Company’s election. The Credit Facility also requires a facility fee ranging from 12.5 to 25 basis points per annum on the unused portion. The interest rate spreads and the facility fee are subject to increase or decrease depending on the Company’s leverage ratio. The weighted average interest rates were 6.8% and 6.8% for the three and six-month periods ending March 31, 2024, respectively, and 6.0% and 5.3% for the three and six-month periods ending March 31, 2023. As of March 31, 2024, the Company was in compliance with all covenants. |
INCOME TAX EXPENSE
INCOME TAX EXPENSE | 6 Months Ended |
Mar. 31, 2024 | |
INCOME TAX EXPENSE | |
INCOME TAX EXPENSE | 9. INCOME TAX EXPENSE The second quarter 2024 effective income tax rate was 20.5% compared to 23.4% in the second quarter of 2023. The effective income tax rate in the first six months of 2024 was 21.1% compared to 22.8% for the first six months of 2023. Income tax expense in the second quarter and first six months of 2024 was favorably impacted by discrete events including the release of a foreign valuation allowance and excess tax benefit related to the vesting of share-based director compensation. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Mar. 31, 2024 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 10. SHAREHOLDERS’ EQUITY The change in shareholders’ equity for the first three and six months of 2024 and 2023 is shown below (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 Common stock Beginning balance 308 307 308 307 Stock plans — 1 — 1 Ending balance 308 308 308 308 Additional paid-in-capital Beginning balance 305,283 300,697 304,850 301,553 Stock plans 2,782 3,487 3,215 2,631 Ending balance 308,065 304,184 308,065 304,184 Retained earnings Beginning balance 1,002,420 917,682 989,315 905,022 Net earnings common stockholders 23,219 17,878 38,388 32,605 Dividends paid (2,061) (2,061) (4,125) (4,128) Ending balance 1,023,578 933,499 1,023,578 933,499 Accumulated other comprehensive income (loss) Beginning balance (14,555) (20,251) (23,969) (31,764) Foreign currency translation (4,745) 2,233 4,669 13,746 Ending balance (19,300) (18,018) (19,300) (18,018) Treasury stock Beginning balance (139,362) (132,037) (139,362) (126,961) Share repurchases (6,879) (7,141) (6,879) (12,217) Ending balance (146,241) (139,178) (146,241) (139,178) Total equity 1,166,410 1,080,795 1,166,410 1,080,795 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 11. FAIR VALUE MEASUREMENTS The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Financial Assets and Liabilities The Company has estimated the fair value of its financial instruments as of March 31, 2024 and September 30, 2023 using available market information or other appropriate valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, inventories, payables, and other current assets and liabilities approximate fair value because of the short maturity of those instruments. Fair Value of Financial Instruments The Company’s forward contracts and interest rate swaps are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, and are immaterial. Nonfinancial Assets and Liabilities The Company’s nonfinancial assets such as property, plant and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. No impairments were recorded during the three and six-month periods ended March 31, 2024. |
REVENUES
REVENUES | 6 Months Ended |
Mar. 31, 2024 | |
REVENUES | |
REVENUES | 12. REVENUES Disaggregation of Revenues Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, 2024 are presented in the tables below as the Company deems it best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors. The tables below also include a reconciliation of the disaggregated revenue within each reportable segment. Three months ended March 31, 2024 Aerospace (In thousands) & Defense USG Test Total Customer type: Commercial $ 49,382 $ 85,220 $ 34,537 $ 169,139 Government 65,319 2,089 12,582 79,990 Total revenues $ 114,701 $ 87,309 $ 47,119 $ 249,129 Geographic location: United States $ 92,161 $ 55,763 $ 27,543 $ 175,467 International 22,540 31,546 19,576 73,662 Total revenues $ 114,701 $ 87,309 $ 47,119 $ 249,129 Revenue recognition method: Point in time $ 53,463 $ 70,285 $ 10,301 $ 134,049 Over time 61,238 17,024 36,818 115,080 Total revenues $ 114,701 $ 87,309 $ 47,119 $ 249,129 Six months ended March 31, 2024 Aerospace (In thousands) & Defense USG Test Total Customer type: Commercial $ 86,591 $ 166,689 $ 69,615 $ 322,895 Government 122,843 3,604 18,101 144,548 Total revenues $ 209,434 $ 170,293 $ 87,716 $ 467,443 Geographic location: United States $ 172,062 $ 111,725 $ 49,795 $ 333,582 International 37,372 58,568 37,921 133,861 Total revenues $ 209,434 $ 170,293 $ 87,716 $ 467,443 Revenue recognition method: Point in time $ 92,928 $ 136,989 $ 18,280 $ 248,197 Over time 116,506 33,304 69,436 219,246 Total revenues $ 209,434 $ 170,293 $ 87,716 $ 467,443 Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, 2023 are presented in the tables below. Three months ended March 31, 2023 Aerospace (In thousands) & Defense USG Test Total Customer type: Commercial $ 48,228 $ 78,110 $ 43,188 $ 169,526 Government 50,754 1,051 7,805 59,610 Total revenues $ 98,982 $ 79,161 $ 50,993 $ 229,136 Geographic location: United States $ 82,516 $ 53,020 $ 27,504 $ 163,040 International 16,466 26,141 23,489 66,096 Total revenues $ 98,982 $ 79,161 $ 50,993 $ 229,136 Revenue recognition method: Point in time $ 47,255 $ 64,080 $ 11,968 $ 123,303 Over time 51,727 15,081 39,025 105,833 Total revenues $ 98,982 $ 79,161 $ 50,993 $ 229,136 Six months ended March 31, 2023 Aerospace (In thousands) & Defense USG Test Total Customer type: Commercial $ 84,968 $ 148,273 $ 89,180 $ 322,421 Government 96,997 1,933 13,286 112,216 Total revenues $ 181,965 $ 150,206 $ 102,466 $ 434,637 Geographic location: United States $ 151,450 $ 99,399 $ 55,007 $ 305,856 International 30,515 50,807 47,459 128,781 Total revenues $ 181,965 $ 150,206 $ 102,466 $ 434,637 Revenue recognition method: Point in time $ 80,859 $ 120,111 $ 21,069 $ 222,039 Over time 101,106 30,095 81,397 212,598 Total revenues $ 181,965 $ 150,206 $ 102,466 $ 434,637 Revenue Recognition Payment terms with our customers vary by the type and location of the customer and the products or services offered. Arrangements with customers that include payment terms extending beyond one year are not significant. The transaction price for these contracts reflects our estimate of returns and discounts, which are based on historical, current and forecasted information to determine the expected amount to which we will be entitled in exchange for transferring the promised goods or services to the customer. The realization of variable consideration occurs within a short period of time from product delivery; therefore, the time value of money effect is not significant. We primarily provide standard warranty programs for products in our commercial businesses for periods that typically range from one to two years. These assurance-type programs typically cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Under the typical payment terms of our long term fixed price contracts, the customer pays us either performance-based or progress payments. Performance-based payments represent interim payments based on quantifiable measures of performance or on the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses. For our overtime revenue recognized using the output method of costs incurred, contract cost is estimated utilizing current contract specifications and expected engineering requirements. Contract costs typically are incurred over a period of several months to one or more years, and the estimation of these costs requires judgment. Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals. We review and update our projections of costs quarterly or more frequently when circumstances significantly change. In addition, in the USG segment, we recognize revenue as a series of distinct services based on each day of providing services (straight-line over the contract term) for certain of our USG segment contracts. Under the typical payment terms of our service contracts, the customer pays us in advance of when services are performed. In addition, in the Test segment, we use milestones to measure progress for our Test segment contracts because it best depicts the transfer of control to the customer that occurs as we incur costs on our contracts. Remaining Performance Obligations Remaining performance obligations, which is the equivalent of backlog, represent the expected transaction price allocated to contracts that the Company expects to recognize as revenue in future periods when the Company performs under the contracts. These remaining obligations include amounts that have been formally appropriated under contracts with the U.S. Government, and exclude unexercised contract options and potential orders under ordering-type contracts such as Indefinite Delivery, Indefinite Quantity contracts. At March 31, 2024, the Company had $837.7 million in remaining performance obligations of which the Company expects to recognize revenues of approximately 70% in the next twelve months. Contract assets, contract liabilities and accounts receivable Assets and liabilities related to contracts with customers are reported on a contract-by-contract basis at the end of each reporting period. At March 31, 2024, contract assets, contract liabilities and accounts receivable totaled $139.3 million, $117.8 million and $187.5 million, respectively. During the first six months of 2024, the Company recognized approximately $44 million in revenues that were included in the contract liabilities balance at September 30, 2023. At September 30, 2023, contract assets, contract liabilities and accounts receivable totaled $138.6 million, $123.1 million and $198.6 million, respectively. |
LEASES
LEASES | 6 Months Ended |
Mar. 31, 2024 | |
LEASES | |
LEASES | 13. LEASES The Company determines at lease inception whether an arrangement that provides control over the use of an asset is a lease. The Company recognizes at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. The Company has elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. Certain of the Company’s leases include options to extend the term of the lease for up to 20 years. When it is reasonably certain that the Company will exercise the option, Management includes the impact of the option in the lease term for purposes of determining total future lease payments. As most of the Company’s lease agreements do not explicitly state the discount rate implicit in the lease, Management uses the Company’s incremental borrowing rate on the commencement date to calculate the present value of future payments based on the tenor of each arrangement. The Company’s leases for real estate commonly include escalating payments. These variable lease payments are included in the calculation of the ROU asset and lease liability. In addition to the present value of the future lease payments, the calculation of the ROU asset also includes any deferred rent, lease pre-payments and initial direct costs of obtaining the lease. In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. Non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred. The Company’s leases are for office space, manufacturing facilities, and machinery and equipment. The components of lease costs are shown below: Three Months Ended Three Months Ended March 31, March 31, (Dollars in thousands) 2024 2023 Finance lease cost Amortization of right-of-use assets $ 372 $ 393 Interest on lease liabilities 216 233 Operating lease cost 1,874 1,853 Total lease costs $ 2,462 $ 2,479 Six Months Ended Six Months Ended March 31, March 31, (Dollars in thousands) 2024 2023 Finance lease cost Amortization of right-of-use assets $ 765 $ 786 Interest on lease liabilities 439 469 Operating lease cost 3,738 3,498 Total lease costs $ 4,942 $ 4,753 Additional information related to leases are shown below: Three Months Ended Three Months Ended March 31, March 31, (Dollars in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,824 $ 1,779 Operating cash flows from finance leases 216 233 Financing cash flows from finance leases 328 330 Right-of-use assets obtained in exchange for operating lease liabilities 1,679 618 Six Months Ended Six Months Ended March 31, March 31, (Dollars in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,643 $ 3,380 Operating cash flows from finance leases 439 469 Financing cash flows from finance leases 683 658 Right-of-use assets obtained in exchange for operating lease liabilities 1,679 14,582 March 31, 2024 March 31, 2023 Weighted-average remaining lease term Operating leases 10.8 years 11.5 years Finance leases 11.1 years 11.5 years Weighted-average discount rate Operating leases 4.55 % 4.40 % Finance leases 4.68 % 4.61 % The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on our Consolidated Balance Sheet on March 31, 2024: (Dollars in thousands) Operating Finance Years Ending September 30: Leases Leases 2024 (excluding the six months ended March 31, 2024) $ 3,389 1,090 2025 6,014 2,233 2026 4,729 2,297 2027 4,479 2,357 2028 and thereafter 33,206 16,470 Total minimum lease payments 51,817 24,447 Less: amounts representing interest 11,540 5,795 Present value of net minimum lease payments $ 40,277 18,652 Less: current portion of lease obligations 4,833 1,375 Non-current portion of lease obligations 35,444 17,277 ROU assets $ 38,322 14,427 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 Balance Sheet ROU |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Mar. 31, 2023 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
NEW ACCOUNTING PRONOUNCEMENTS | 14. NEW ACCOUNTING PRONOUNCEMENTS In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
EARNINGS PER SHARE (EPS) (Table
EARNINGS PER SHARE (EPS) (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
EARNINGS PER SHARE (EPS) | |
Schedule of number of shares used in the calculation of earnings per share | Three Months Six Months Ended March 31, Ended March 31, 2024 2023 2024 2023 Weighted Average Shares Outstanding — Basic 25,792 25,800 25,794 25,831 Dilutive Restricted Shares 55 95 52 88 Adjusted Shares — Diluted 25,847 25,895 25,846 25,919 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
INVENTORIES | |
Schedule of inventories | March 31, September 30, (In thousands) 2024 2023 Finished goods $ 38,857 34,577 Work in process 54,889 42,178 Raw materials 117,592 107,312 Total inventories $ 211,338 184,067 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule of intangible assets gross carrying amounts and accumulated amortization | March 31, September 30, (Dollars in thousands) 2024 2023 Goodwill $ 535,661 503,177 Intangible assets with determinable lives: Patents Gross carrying amount $ 2,516 2,516 Less: accumulated amortization 1,287 1,218 Net $ 1,229 1,298 Capitalized software Gross carrying amount $ 128,042 121,883 Less: accumulated amortization 86,622 80,774 Net $ 41,420 41,109 Customer relationships Gross carrying amount $ 327,695 296,927 Less: accumulated amortization 122,542 113,311 Net $ 205,153 183,616 Other Gross carrying amount $ 15,144 14,232 Less: accumulated amortization 10,870 9,578 Net $ 4,274 4,654 Intangible assets with indefinite lives: Trade names $ 162,796 161,447 |
Schedule of carrying amount of goodwill attributable to each business segment | Aerospace (Dollars in millions) USG Test & Defense Total Balance as of September 30, 2023 $ 353.6 34.0 115.6 503.2 Acquisition activity — 30.3 — 30.3 Foreign currency translation 1.4 0.8 — 2.2 Balance as of March 31, 2024 $ 355.0 65.1 115.6 535.7 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
BUSINESS SEGMENT INFORMATION | |
Schedule of net sales and earnings before income tax | Three Months Six Months Ended March 31, Ended March 31, (In thousands) 2024 2023 2024 2023 NET SALES Aerospace & Defense $ 114,701 98,982 209,434 181,965 USG 87,309 79,161 170,293 150,206 Test 47,119 50,993 87,716 102,466 Consolidated totals $ 249,129 229,136 467,443 434,637 EBIT Aerospace & Defense $ 23,377 18,795 40,040 31,331 USG 17,575 14,061 35,200 30,192 Test 5,542 7,226 7,321 12,637 Corporate (loss) (14,047) (14,463) (27,993) (27,984) Consolidated EBIT 32,447 25,619 54,568 46,176 Less: Interest expense (3,226) (2,269) (5,893) (3,927) Earnings before income taxes $ 29,221 23,350 48,675 42,249 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
DEBT | |
Schedule of debt | March 31, September 30, (In thousands) 2024 2023 Total borrowings $ 191,000 102,000 Current portion of long-term debt (20,000) (20,000) Total long-term debt, less current portion $ 171,000 82,000 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
SHAREHOLDERS' EQUITY | |
Schedule of change in shareholders' equity | The change in shareholders’ equity for the first three and six months of 2024 and 2023 is shown below (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 Common stock Beginning balance 308 307 308 307 Stock plans — 1 — 1 Ending balance 308 308 308 308 Additional paid-in-capital Beginning balance 305,283 300,697 304,850 301,553 Stock plans 2,782 3,487 3,215 2,631 Ending balance 308,065 304,184 308,065 304,184 Retained earnings Beginning balance 1,002,420 917,682 989,315 905,022 Net earnings common stockholders 23,219 17,878 38,388 32,605 Dividends paid (2,061) (2,061) (4,125) (4,128) Ending balance 1,023,578 933,499 1,023,578 933,499 Accumulated other comprehensive income (loss) Beginning balance (14,555) (20,251) (23,969) (31,764) Foreign currency translation (4,745) 2,233 4,669 13,746 Ending balance (19,300) (18,018) (19,300) (18,018) Treasury stock Beginning balance (139,362) (132,037) (139,362) (126,961) Share repurchases (6,879) (7,141) (6,879) (12,217) Ending balance (146,241) (139,178) (146,241) (139,178) Total equity 1,166,410 1,080,795 1,166,410 1,080,795 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
REVENUES | |
Schedule of disaggregation of revenue by reportable segment | Three months ended March 31, 2024 Aerospace (In thousands) & Defense USG Test Total Customer type: Commercial $ 49,382 $ 85,220 $ 34,537 $ 169,139 Government 65,319 2,089 12,582 79,990 Total revenues $ 114,701 $ 87,309 $ 47,119 $ 249,129 Geographic location: United States $ 92,161 $ 55,763 $ 27,543 $ 175,467 International 22,540 31,546 19,576 73,662 Total revenues $ 114,701 $ 87,309 $ 47,119 $ 249,129 Revenue recognition method: Point in time $ 53,463 $ 70,285 $ 10,301 $ 134,049 Over time 61,238 17,024 36,818 115,080 Total revenues $ 114,701 $ 87,309 $ 47,119 $ 249,129 Six months ended March 31, 2024 Aerospace (In thousands) & Defense USG Test Total Customer type: Commercial $ 86,591 $ 166,689 $ 69,615 $ 322,895 Government 122,843 3,604 18,101 144,548 Total revenues $ 209,434 $ 170,293 $ 87,716 $ 467,443 Geographic location: United States $ 172,062 $ 111,725 $ 49,795 $ 333,582 International 37,372 58,568 37,921 133,861 Total revenues $ 209,434 $ 170,293 $ 87,716 $ 467,443 Revenue recognition method: Point in time $ 92,928 $ 136,989 $ 18,280 $ 248,197 Over time 116,506 33,304 69,436 219,246 Total revenues $ 209,434 $ 170,293 $ 87,716 $ 467,443 Three months ended March 31, 2023 Aerospace (In thousands) & Defense USG Test Total Customer type: Commercial $ 48,228 $ 78,110 $ 43,188 $ 169,526 Government 50,754 1,051 7,805 59,610 Total revenues $ 98,982 $ 79,161 $ 50,993 $ 229,136 Geographic location: United States $ 82,516 $ 53,020 $ 27,504 $ 163,040 International 16,466 26,141 23,489 66,096 Total revenues $ 98,982 $ 79,161 $ 50,993 $ 229,136 Revenue recognition method: Point in time $ 47,255 $ 64,080 $ 11,968 $ 123,303 Over time 51,727 15,081 39,025 105,833 Total revenues $ 98,982 $ 79,161 $ 50,993 $ 229,136 Six months ended March 31, 2023 Aerospace (In thousands) & Defense USG Test Total Customer type: Commercial $ 84,968 $ 148,273 $ 89,180 $ 322,421 Government 96,997 1,933 13,286 112,216 Total revenues $ 181,965 $ 150,206 $ 102,466 $ 434,637 Geographic location: United States $ 151,450 $ 99,399 $ 55,007 $ 305,856 International 30,515 50,807 47,459 128,781 Total revenues $ 181,965 $ 150,206 $ 102,466 $ 434,637 Revenue recognition method: Point in time $ 80,859 $ 120,111 $ 21,069 $ 222,039 Over time 101,106 30,095 81,397 212,598 Total revenues $ 181,965 $ 150,206 $ 102,466 $ 434,637 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
LEASES | |
Schedule of components of lease costs | Three Months Ended Three Months Ended March 31, March 31, (Dollars in thousands) 2024 2023 Finance lease cost Amortization of right-of-use assets $ 372 $ 393 Interest on lease liabilities 216 233 Operating lease cost 1,874 1,853 Total lease costs $ 2,462 $ 2,479 Six Months Ended Six Months Ended March 31, March 31, (Dollars in thousands) 2024 2023 Finance lease cost Amortization of right-of-use assets $ 765 $ 786 Interest on lease liabilities 439 469 Operating lease cost 3,738 3,498 Total lease costs $ 4,942 $ 4,753 |
Schedule of additional information related to leases | Three Months Ended Three Months Ended March 31, March 31, (Dollars in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,824 $ 1,779 Operating cash flows from finance leases 216 233 Financing cash flows from finance leases 328 330 Right-of-use assets obtained in exchange for operating lease liabilities 1,679 618 Six Months Ended Six Months Ended March 31, March 31, (Dollars in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,643 $ 3,380 Operating cash flows from finance leases 439 469 Financing cash flows from finance leases 683 658 Right-of-use assets obtained in exchange for operating lease liabilities 1,679 14,582 March 31, 2024 March 31, 2023 Weighted-average remaining lease term Operating leases 10.8 years 11.5 years Finance leases 11.1 years 11.5 years Weighted-average discount rate Operating leases 4.55 % 4.40 % Finance leases 4.68 % 4.61 % |
Schedule of reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets | (Dollars in thousands) Operating Finance Years Ending September 30: Leases Leases 2024 (excluding the six months ended March 31, 2024) $ 3,389 1,090 2025 6,014 2,233 2026 4,729 2,297 2027 4,479 2,357 2028 and thereafter 33,206 16,470 Total minimum lease payments 51,817 24,447 Less: amounts representing interest 11,540 5,795 Present value of net minimum lease payments $ 40,277 18,652 Less: current portion of lease obligations 4,833 1,375 Non-current portion of lease obligations 35,444 17,277 ROU assets $ 38,322 14,427 |
EARNINGS PER SHARE (EPS) (Detai
EARNINGS PER SHARE (EPS) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
EARNINGS PER SHARE (EPS) | ||||
Average common shares outstanding - Basic | 25,792 | 25,800 | 25,794 | 25,831 |
Dilutive Restricted Shares | 55 | 95 | 52 | 88 |
Adjusted Shares - Diluted | 25,847 | 25,895 | 25,846 | 25,919 |
ACQUISITION (Details)
ACQUISITION (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Nov. 09, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
ACQUISITION | ||||
Payments to acquire businesses net of cash acquired | $ 56,179 | $ 17,901 | ||
Goodwill | 30,300 | |||
Goodwill | $ 535,661 | $ 503,177 | ||
MPE Limited (MPE) | ||||
ACQUISITION | ||||
Payments to acquire businesses net of cash acquired | $ 56,200 | |||
Fair value of accounts receivable acquired | 400 | |||
Fair value of inventory acquired | 1,100 | |||
Fair value of property, plant and equipment acquired | 1,700 | |||
Fair value of accounts payable and accrued expenses acquired | 700 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 7,800 | |||
Business combination recognized identifiable assets acquired and liabilities assumed finite-lived intangibles | 29,100 | |||
Customer Relationships | MPE Limited (MPE) | ||||
ACQUISITION | ||||
Fair value of identifiable intangible assets acquired | $ 31,100 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
SHARE-BASED COMPENSATION | ||||
Non-vested shares | 226,674 | 226,674 | ||
Selling, general and administrative expenses | ||||
SHARE-BASED COMPENSATION | ||||
Total share-based compensation cost | $ 2 | $ 3.4 | $ 4.1 | $ 5.3 |
Total income tax benefit recognized | 0.3 | 0.3 | 0.5 | 0.6 |
Performance-Accelerated Restricted Share (PARS) Awards | ||||
SHARE-BASED COMPENSATION | ||||
Pretax compensation expense | 1.7 | 3.1 | 3.5 | 4.7 |
Compensation Plan for Non-Employee Directors | ||||
SHARE-BASED COMPENSATION | ||||
Pretax compensation expense | 0.3 | $ 0.3 | 0.6 | $ 0.6 |
Total unrecognized compensation cost related to share-based compensation arrangements | $ 13.1 | $ 13.1 | ||
Weighted average period | 1 year 9 months 18 days |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
INVENTORIES | ||
Finished goods | $ 38,857 | $ 34,577 |
Work in process | 54,889 | 42,178 |
Raw materials | 117,592 | 107,312 |
Total inventories | $ 211,338 | $ 184,067 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible assets gross carrying amounts and accumulated amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Goodwill | $ 535,661 | $ 503,177 |
Less: accumulated amortization | 221,321 | 204,881 |
Trade names | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Trade names | 162,796 | 161,447 |
Customer Relationships | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Gross carrying amount | 327,695 | 296,927 |
Less: accumulated amortization | 122,542 | 113,311 |
Net | 205,153 | 183,616 |
Capitalized software | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Gross carrying amount | 128,042 | 121,883 |
Less: accumulated amortization | 86,622 | 80,774 |
Net | 41,420 | 41,109 |
Patents | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Gross carrying amount | 2,516 | 2,516 |
Less: accumulated amortization | 1,287 | 1,218 |
Net | 1,229 | 1,298 |
Other | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Gross carrying amount | 15,144 | 14,232 |
Less: accumulated amortization | 10,870 | 9,578 |
Net | $ 4,274 | $ 4,654 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in carrying amount of goodwill (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2024 USD ($) | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Beginning Balance | $ 503,177 |
Acquisition activity | 30,300 |
Foreign currency translation | 2,200 |
Ending Balance | 535,661 |
USG | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Beginning Balance | 353,600 |
Foreign currency translation | 1,400 |
Ending Balance | 355,000 |
Test | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Beginning Balance | 34,000 |
Acquisition activity | 30,300 |
Foreign currency translation | 800 |
Ending Balance | 65,100 |
A&D | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Beginning Balance | 115,600 |
Ending Balance | $ 115,600 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
BUSINESS SEGMENT INFORMATION | ||||
Net sales | $ 249,129 | $ 229,136 | $ 467,443 | $ 434,637 |
EBIT | 32,447 | 25,619 | 54,568 | 46,176 |
Less: Interest expense | (3,226) | (2,269) | (5,893) | (3,927) |
Earnings before income taxes | 29,221 | 23,350 | 48,675 | 42,249 |
A&D | ||||
BUSINESS SEGMENT INFORMATION | ||||
Net sales | 114,701 | 98,982 | 209,434 | 181,965 |
EBIT | 23,377 | 18,795 | 40,040 | 31,331 |
USG | ||||
BUSINESS SEGMENT INFORMATION | ||||
Net sales | 87,309 | 79,161 | 170,293 | 150,206 |
EBIT | 17,575 | 14,061 | 35,200 | 30,192 |
Test | ||||
BUSINESS SEGMENT INFORMATION | ||||
Net sales | 47,119 | 50,993 | 87,716 | 102,466 |
EBIT | 5,542 | 7,226 | 7,321 | 12,637 |
Corporate (loss) | ||||
BUSINESS SEGMENT INFORMATION | ||||
EBIT | $ (14,047) | $ (14,463) | $ (27,993) | $ (27,984) |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
DEBT | ||
Total borrowings | $ 191,000 | $ 102,000 |
Current portion of long-term debt | (20,000) | (20,000) |
Total long-term debt, less current portion | $ 171,000 | $ 82,000 |
DEBT - Additional information (
DEBT - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
DEBT | |||||
Available to borrow under the credit facility | $ 303,000 | $ 303,000 | |||
Cash on hand | 59,436 | 59,436 | $ 41,866 | ||
Current maturities of long-term debt | 20,000 | 20,000 | |||
Letters of credit outstanding, amount | $ 5,800 | $ 5,800 | |||
Debt weighted average interest rate | 6.80% | 6% | 6.80% | 5.30% | |
Revolving Credit Facility | |||||
DEBT | |||||
Line of credit facility, amount outstanding | $ 500,000 | $ 500,000 | |||
Line of credit facility, commitment fee amount | $ 250,000 | ||||
Minimum | |||||
DEBT | |||||
Facility fee | 0.125% | ||||
Maximum | |||||
DEBT | |||||
Incremental term loan | $ 250,000 | $ 250,000 | |||
Facility fee | 0.25% |
INCOME TAX EXPENSE (Details)
INCOME TAX EXPENSE (Details) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
INCOME TAX EXPENSE | ||||
Effective income tax rate | 20.50% | 23.40% | 21.10% | 22.80% |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Changes in shareholder's equity | ||||
Beginning balance | $ 1,131,142 | |||
Net earnings common stockholders | $ 23,219 | $ 17,878 | 38,388 | $ 32,605 |
Ending balance | 1,166,410 | 1,080,795 | 1,166,410 | 1,080,795 |
Common stock | ||||
Changes in shareholder's equity | ||||
Beginning balance | 308 | 307 | 308 | 307 |
Stock plans | 1 | 1 | ||
Ending balance | 308 | 308 | 308 | 308 |
Additional paid-in-capital | ||||
Changes in shareholder's equity | ||||
Beginning balance | 305,283 | 300,697 | 304,850 | 301,553 |
Stock plans | 2,782 | 3,487 | 3,215 | 2,631 |
Ending balance | 308,065 | 304,184 | 308,065 | 304,184 |
Retained earnings | ||||
Changes in shareholder's equity | ||||
Beginning balance | 1,002,420 | 917,682 | 989,315 | 905,022 |
Net earnings common stockholders | 23,219 | 17,878 | 38,388 | 32,605 |
Dividends paid | (2,061) | (2,061) | (4,125) | (4,128) |
Ending balance | 1,023,578 | 933,499 | 1,023,578 | 933,499 |
Accumulated other comprehensive income (loss) | ||||
Changes in shareholder's equity | ||||
Beginning balance | (14,555) | (20,251) | (23,969) | (31,764) |
Foreign currency translation | (4,745) | 2,233 | 4,669 | 13,746 |
Ending balance | (19,300) | (18,018) | (19,300) | (18,018) |
Treasury stock | ||||
Changes in shareholder's equity | ||||
Beginning balance | (139,362) | (132,037) | (139,362) | (126,961) |
Share repurchases | (6,879) | (7,141) | (6,879) | (12,217) |
Ending balance | $ (146,241) | $ (139,178) | $ (146,241) | $ (139,178) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2024 | Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | ||
Fair value impairments | $ 0 | $ 0 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | $ 249,129 | $ 229,136 | $ 467,443 | $ 434,637 |
Point in time | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 134,049 | 123,303 | 248,197 | 222,039 |
Over time | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 115,080 | 105,833 | 219,246 | 212,598 |
United States | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 175,467 | 163,040 | 333,582 | 305,856 |
International | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 73,662 | 66,096 | 133,861 | 128,781 |
Commercial | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 169,139 | 169,526 | 322,895 | 322,421 |
Government | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 79,990 | 59,610 | 144,548 | 112,216 |
A&D | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 114,701 | 98,982 | 209,434 | 181,965 |
A&D | Point in time | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 53,463 | 47,255 | 92,928 | 80,859 |
A&D | Over time | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 61,238 | 51,727 | 116,506 | 101,106 |
A&D | United States | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 92,161 | 82,516 | 172,062 | 151,450 |
A&D | International | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 22,540 | 16,466 | 37,372 | 30,515 |
A&D | Commercial | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 49,382 | 48,228 | 86,591 | 84,968 |
A&D | Government | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 65,319 | 50,754 | 122,843 | 96,997 |
USG | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 87,309 | 79,161 | 170,293 | 150,206 |
USG | Point in time | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 70,285 | 64,080 | 136,989 | 120,111 |
USG | Over time | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 17,024 | 15,081 | 33,304 | 30,095 |
USG | United States | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 55,763 | 53,020 | 111,725 | 99,399 |
USG | International | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 31,546 | 26,141 | 58,568 | 50,807 |
USG | Commercial | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 85,220 | 78,110 | 166,689 | 148,273 |
USG | Government | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 2,089 | 1,051 | 3,604 | 1,933 |
Test | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 47,119 | 50,993 | 87,716 | 102,466 |
Test | Point in time | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 10,301 | 11,968 | 18,280 | 21,069 |
Test | Over time | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 36,818 | 39,025 | 69,436 | 81,397 |
Test | United States | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 27,543 | 27,504 | 49,795 | 55,007 |
Test | International | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 19,576 | 23,489 | 37,921 | 47,459 |
Test | Commercial | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | 34,537 | 43,188 | 69,615 | 89,180 |
Test | Government | ||||
Disaggregation of revenues | ||||
Revenue from contract with customer excluding assessed tax | $ 12,582 | $ 7,805 | $ 18,101 | $ 13,286 |
REVENUES - Remaining Performanc
REVENUES - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 | Sep. 30, 2023 | |
Remaining Performance Obligations | ||
Contract assets | $ 139,300 | $ 138,600 |
Contract liabilities | 117,800 | 123,100 |
Accounts receivable | 187,535 | $ 198,557 |
Revenue recognized | 44,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
Remaining Performance Obligations | ||
Remaining performance obligations amount | $ 837,700 | |
Revenue remaining performance obligation expected timing of satisfaction, Period | 12 months | |
Percentage of remaining performance obligation expected to be recognized | 70% |
LEASES - Components of lease co
LEASES - Components of lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||||
Option to extend | true | |||
Finance lease cost | ||||
Amortization of right-of-use assets | $ 372 | $ 393 | $ 765 | $ 786 |
Interest on lease liabilities | 216 | 233 | 439 | 469 |
Operating lease cost | 1,874 | 1,853 | 3,738 | 3,498 |
Total lease costs | $ 2,462 | $ 2,479 | $ 4,942 | $ 4,753 |
Maximum | ||||
Leases | ||||
Lease term | 20 years | 20 years |
LEASES - Additional information
LEASES - Additional information related to leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash flows from operating leases | $ 1,824 | $ 1,779 | $ 3,643 | $ 3,380 |
Operating cash flows from finance leases | 216 | 233 | 439 | 469 |
Financing cash flows from finance leases | 328 | 330 | 683 | 658 |
Right-of-use assets obtained in exchange for operating lease liabilities | ||||
Operating leases | $ 1,679 | $ 618 | $ 1,679 | $ 14,582 |
Weighted-average remaining lease term: | ||||
Operating leases | 10 years 9 months 18 days | 11 years 6 months | 10 years 9 months 18 days | 11 years 6 months |
Finance leases | 11 years 1 month 6 days | 11 years 6 months | 11 years 1 month 6 days | 11 years 6 months |
Weighted-average discount rate: | ||||
Operating leases | 4.55% | 4.40% | 4.55% | 4.40% |
Finance leases | 4.68% | 4.61% | 4.68% | 4.61% |
LEASES - Reconciliation of futu
LEASES - Reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Operating leases | ||
2024 (excluding the six months ended March 31, 2024) | $ 3,389 | |
2025 | 6,014 | |
2026 | 4,729 | |
2027 | 4,479 | |
2028 and thereafter | 33,206 | |
Total minimum lease payments | 51,817 | |
Less: amounts representing interest | 11,540 | |
Present value of net minimum lease payments | 40,277 | |
Less: current portion of lease obligations | 4,833 | |
Non-current portion of lease obligations | 35,444 | $ 36,554 |
ROU assets | $ 38,322 | $ 39,839 |
Location of operating lease liabilities included on Consolidated Balance Sheets | Accrued other expenses, Other liabilities | |
Location of operating lease ROU assets included on Consolidated Balance Sheets | ROU assets | |
Finance leases | ||
2024 (excluding the six months ended March 31, 2024) | $ 1,090 | |
2025 | 2,233 | |
2026 | 2,297 | |
2027 | 2,357 | |
2028 and thereafter | 16,470 | |
Total minimum lease payments | 24,447 | |
Less: amounts representing interest | 5,795 | |
Present value of net minimum lease payments | 18,652 | |
Less: current portion of lease obligations | 1,375 | |
Non-current portion of lease obligations | 17,277 | |
ROU assets | $ 14,427 | |
Location of finance lease liabilities included on Consolidated Balance Sheets | Accrued other expenses, Other liabilities |