UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)


	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, ~~2020~~2021


	☐	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~~(Zip Code)

(314) 213-7200

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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

Yes ☒ No ☐

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


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

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


Class		Shares outstanding at April 30, ~~2020~~2021
Common stock, $.01 par value per share		~~26,037,248~~26,040,884

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)


	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2020		2019		2021		2020

Net sales	$	180,492		171,243	$	166,644	180,492
Costs and expenses:
Cost of sales		113,242		103,547		103,113	113,242
Selling, general and administrative expenses		39,982		39,327		38,746	39,982
Amortization of intangible assets		5,220		4,371		4,917	5,220
Interest expense, net		1,320		1,853		432	1,320
Other expenses (income), net		703		2,022
Other (income) expenses, net						(1,903)	703
Total costs and expenses		160,467		151,120		145,305	160,467

Earnings before income taxes		20,025		20,123		21,339	20,025
Income tax expense		2,203		2,301		5,025	2,203
Earnings from continuing operations		17,822		17,822
Earnings from discontinued operations, net of tax expense of $257		—		975
Gain on sale of discontinued operations		—		—
Earnings from discontinued operations		—		975

Net earnings	$	17,822		18,797	$	16,314	17,822

Earnings per share:
Basic - Continuing operations	$	0.69		0.69
- Discontinued operations		0.00		0.04
- Net earnings	$	0.69		0.73
Basic -
Net earnings						0.63	0.69

Diluted - Continuing operations	$	0.68		0.68
- Discontinued operations		0.00		0.04
- Net earnings	$	0.68		0.72
Diluted -
Net earnings					$	0.62	0.68

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)

Six Months Ended

March 31,

2020

2019

Net sales

$
352,220

334,608
Costs and expenses:

Cost of sales

219,969

206,001
Selling, general and administrative expenses

82,087

77,867
Amortization of intangible assets

11,030

8,771
Interest expense, net

3,741

3,708
Other expenses (income), net

998

(5,357)
Total costs and expenses

317,825

290,990

Earnings before income taxes

34,395

43,618
Income tax expense

5,809

8,446
Earnings from continuing operations

28,586

35,172
(Loss) earnings from discontinued operations, net of tax expense of $269 and $52

(601)

942
Gain on sale of discontinued operations, net of tax expense of $23,734

76,614

—
Earnings from discontinued operations

76,013

942

Net earnings

$
104,599

36,114

Earnings per share:

Basic - Continuing operations

$
1.10

1.36
- Discontinued operations

2.93

0.04
- Net earnings

$
4.03

1.40

Diluted - Continuing operations

$
1.09

1.34
- Discontinued operations

2.91

0.04
- Net earnings

$
4.00

1.38


	Six Months Ended
	March 31,
	2021		2020

Net sales	$	329,593		352,220
Costs and expenses:
Cost of sales		201,890		219,969
Selling, general and administrative expenses		79,746		82,087
Amortization of intangible assets		9,865		11,030
Interest expense, net		973		3,741
Other (income) expenses, net		(1,880)		998
Total costs and expenses		290,594		317,825

Earnings before income taxes		38,999		34,395
Income tax expense		8,999		5,809
Earnings from continuing operations		30,000		28,586
Loss from discontinued operations, net of tax expense of $269		—		(601)
Gain on sale of discontinued operations, net of tax expense of $23,734		—		76,614
Earnings from discontinued operations		—		76,013

Net earnings	$	30,000		104,599

Earnings per share:
Basic — Continuing operations	$	1.15		1.10
— Discontinued operations		—		2.93
— Net earnings	$	1.15		4.03

Diluted — Continuing operations	$	1.15		1.09
— Discontinued operations		—		2.91
— Net earnings	$	1.15		4.00

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)


	Three Months Ended				Six Months Ended
	March 31,				March 31,		Three Months Ended			Six Months Ended
	2020		2019		2020	2019	March 31,			March 31,
							2021		2020	2021		2020
Net earnings	$	17,822		18,797	104,599	36,114	$	16,314	17,822		30,000	104,599
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(6,885)		677	(2,962)	(3,852)		116	(6,885)		5,465	(2,962)
Net unrealized gain on derivative instruments		—		126	—	100
Total other comprehensive income (loss), net of tax		(6,885)		803	(2,962)	(3,752)		116	(6,885)		5,465	(2,962)
Comprehensive income	$	10,937		19,600	101,637	32,362	$	16,430	10,937		35,465	101,637

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)


	March 31,		September 30,		March 31,		September 30,
	2020		2019		2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	100,195		61,808	$	45,653		52,560
Accounts receivable, net		157,050		158,715		124,580		144,082
Contract assets		96,100		110,211		95,002		96,746
Inventories, net		141,027		124,956		145,342		136,189
Other current assets		17,228		14,190		17,523		17,053
Assets of discontinued operations – current		—		25,314
Total current assets		511,600		495,194		428,100		446,630
Property, plant and equipment, net of accumulated depreciation of $122,204 and $113,520, respectively		139,248		127,843
Intangible assets, net of accumulated amortization of $118,277 and $107,247, respectively		371,779		381,605
Property, plant and equipment, net of accumulated depreciation of $140,784 and $130,534, respectively						143,401		139,870
Intangible assets, net of accumulated amortization of $138,928 and $129,063, respectively						345,261		346,632
Goodwill		389,630		390,256		411,661		408,063
Operating lease assets		18,901		—		18,929		21,390
Other assets		10,421		4,445		10,050		10,938
Assets of discontinued operations - other		—		67,377
Total assets	$	1,441,579		1,466,720	$	1,357,402		1,373,523

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	20,000		20,000
Current maturities of long-term debt and short-term borrowings					$	20,000		22,368
Accounts payable		53,617		63,800		47,091		50,525
Contract liabilities		95,382		81,177		106,622		100,551
Accrued salaries		27,062		37,194		28,740		32,149
Accrued other expenses		54,968		37,947		44,130		50,436
Liabilities of discontinued operations - current		—		11,517
Total current liabilities		251,029		251,635		246,583		256,029
Pension obligations		22,861		22,682
Deferred tax liabilities		61,690		60,856		59,949		60,938
Non-current operating lease liabilities		15,010		—		14,501		16,785
Other liabilities		34,782		36,326		39,362		38,176
Long-term debt		130,000		265,000		2,000		40,000
Liabilities of discontinued operations - other		—		3,999
Total liabilities		515,372		640,498		362,395		411,928
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 30,596,940 and 30,596,940 shares, respectively		306		306
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 30,645,625 and 30,645,625 shares, respectively						306		306
Additional paid-in capital		294,787		292,408		295,796		293,682
Retained earnings		785,184		684,741		804,231		778,398
Accumulated other comprehensive loss, net of tax		(46,936)		(43,974)
Accumulated other comprehensive income (loss), net of tax						1,808		(3,657)
		1,033,341		933,481		1,102,141		1,068,729
Less treasury stock, at cost: 4,607,911 and 4,615,627 common shares, respectively		(107,134)		(107,259)
Less treasury stock, at cost: 4,607,911 and 4,607,911 common shares, respectively						(107,134)		(107,134)
Total shareholders’ equity		926,207		826,222		995,007		961,595
Total liabilities and shareholders’ equity	$	1,441,579		1,466,720	$	1,357,402		1,373,523

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

Six Months Ended

March 31,


2020

2019
Cash flows from operating activities:




Net earnings

$
104,599

36,114
Earnings from discontinued operations

(76,013)

(942)
Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

20,583

16,837
Stock compensation expense

2,896

2,557
Changes in assets and liabilities

(16,247)

(28,124)
Change in property, plant and equipment due to gain on sale of building

—

(8,922)
Pension contributions

—

(833)
Effect of deferred taxes

834

(1,431)
Net cash provided by operating activities – continuing operations

36,652

15,256
Net cash (used) provided by operating activities – discontinued operations

(14,622)

1,736
Net cash provided by operating activities

22,030

16,992

Cash flows from investing activities:




Proceeds from sale of building and land

—

17,201
Additions to capitalized software

(4,280)

(4,494)
Capital expenditures

(21,211)

(10,127)
Net cash (used) provided by investing activities – continuing operations

(25,491)

2,580
Proceeds from sale of discontinued operations

183,997

—
Capital expenditures – discontinued operations

(1,728)

(7,298)
Net cash provided (used) by investing activities – discontinued operations

182,269

(7,298)
Net cash provided (used) by investing activities

156,778

(4,718)

Cash flows from financing activities:

Proceeds from long-term debt and short-term borrowings

10,000

23,000
Principal payments on long-term debt

(145,000)

(26,000)
Dividends paid

(4,156)

(4,146)
Other

—

370
Net cash used by financing activities – continuing operations

(139,156)

(6,776)
Net cash (used) provided by financing activities – discontinued operations

(2,140)

1,091
Net cash used by financing activities

(141,296)

(5,685)
Effect of exchange rate changes on cash and cash equivalents

875

(2,111)
Net increase in cash and cash equivalents

38,387

4,478
Cash and cash equivalents, beginning of period

61,808

30,477
Cash and cash equivalents, end of period

$
100,195

34,955

Supplemental cash flow information:

Interest paid

$
3,477

3,594
Income taxes paid (including state and foreign)

23,098

13,450


	Six Months Ended
	March 31,
	2021		2020
Cash flows from operating activities:
Net earnings	$	30,000	104,599
Earnings from discontinued operations		—	(76,013)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		20,115	20,583
Stock compensation expense		2,745	2,896
Changes in assets and liabilities		7,401	(16,247)
Gain on sale of building and land		(1,950)	—
Effect of deferred taxes		(989)	834
Net cash provided by operating activities – continuing operations		57,322	36,652
Net cash used by operating activities – discontinued operations		—	(14,622)
Net cash provided by operating activities		57,322	22,030
Cash flows from investing activities:
Acquisition of business, net of cash acquired		(6,684)	—
Proceeds from sale of building and land		1,950	—
Additions to capitalized software		(3,973)	(4,280)
Capital expenditures		(13,153)	(21,211)
Net cash used by investing activities – continuing operations		(21,860)	(25,491)
Proceeds from sale of discontinued operations		—	183,997
Capital expenditures – discontinued operations		—	(1,728)
Net cash provided by investing activities – discontinued operations		—	182,269
Net cash (used) provided by investing activities		(21,860)	156,778
Cash flows from financing activities:
Proceeds from long-term debt and short-term borrowings		34,000	10,000
Principal payments on long-term debt and short-term borrowings		(74,368)	(145,000)
Dividends paid		(4,167)	(4,156)
Net cash used by financing activities – continuing operations		(44,535)	(139,156)
Net cash used by financing activities – discontinued operations		—	(2,140)
Net cash used by financing activities		(44,535)	(141,296)
Effect of exchange rate changes on cash and cash equivalents		2,166	875
Net (decrease) increase in cash and cash equivalents		(6,907)	38,387
Cash and cash equivalents, beginning of period		52,560	61,808
Cash and cash equivalents, end of period	$	45,653	100,195

Supplemental cash flow information:
Interest paid	$	281	3,477
Income taxes paid (including state and foreign)		14,047	23,098

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements, in the opinion of management, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods presented. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all the disclosures required for annual financial statements by accounting principles generally accepted in the United States of America (GAAP). As a result of the pension plan termination referenced in the fourth quarter of 2020, certain prior year amounts have been reclassified to conform with the current year presentation. For further information, refer to the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2019. Certain 2019 amounts have been reclassified to conform with the 2020 presentation.~~2020.

The Company’s results for the three-month period ended March 31, ~~2020~~2021 are not necessarily indicative of the results for the entire ~~2020~~2021 fiscal year. References to the second quarters of ~~2020~~2021 and ~~2019~~2020 represent the fiscal quarters ended March 31, ~~2020~~2021 and ~~2019,~~2020, 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.

Beginning in the first quarter of 2020, Management has renamed the Filtration / Fluid Flow (Filtration) segment as Aerospace & Defense (A&D) to better reflect the composition of the segment’s products, end markets and customer characteristics. The A&D’s segment’s individual legal and operating entities, historical financial results, and management structure are unchanged from what was formerly presented as Filtration.

~~2. TECHNICAL PACKAGING DIVESTITURE~~

On December 31, 2019, the Company completed the sale of its Technical Packaging business segment, consisting of the Company's wholly-owned subsidiaries Thermoform Engineered Quality LLC, Plastique Ltd. and Plastique sp. z o.o. (the "Technical Packaging Business"), to Sonoco Plastics, Inc. and Sonoco Holdings, Inc. ("Buyers"), 2 wholly-owned subsidiaries of Sonoco Products Company, pursuant to the Equity Purchase Agreement entered into on November 15, 2019. The companies within this segment provide innovative solutions to the medical and commercial markets for thermoformed packages and specialty products using a wide variety of thin gauge plastics and pulp. Results of operations, financial position and cash flows for the Technical Packaging business is reflected as discontinued operations in the consolidated financial statements and related notes for all periods presented.

Net sales from the Technical Packaging business were 0 and $16.5 million in the second quarter and first six months of 2020, respectively, compared to $22.7 million and $41.9 million in the corresponding periods of 2019. The Company received net proceeds from the sale of approximately $184 million and recorded a $76.6 million after-tax gain on the sale in the first quarter of 2020. The Company expects to finalize the working capital adjustment during the third quarter of 2020.

~~The major classes of assets and liabilities of the Technical Packaging business included in the Consolidated Balance Sheet at September 30, 2019 are shown below (in millions).~~

September 30, 2019
Assets:

Accounts receivable, net

$
15.7
Contract assets, net

5.1
Inventories

3.9
Other current assets

0.6
Current assets

25.3
Property, plant & equipment, net

33.6
Intangible assets, net

11.4
Goodwill

19.0
Other assets

3.4
Total assets

$
92.7
Liabilities:

Accounts payable

$
7.6
Accrued expenses and other current liabilities

3.9
Current liabilities

11.5
Other liabilities

4.0
Total liabilities

$
15.5

~~3. ACCOUNTING STANDARDS UPDATE~~

~~In February 2016, the FASB issued ASU No. 2016-062, "~~~~Leases~~~~" (ASU 2016-062) which supersedes ASC 840, "~~~~Leases~~~~" and creates a new topic, ASC 842, "~~~~Leases~~." Subsequent to the issuance of ASU 2016-062, ASC 842 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update. Effective October 1, 2019, the Company adopted these updates using the optional transition method. These updates require lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. Upon initial application, the provisions of these updates are required to be applied using the modified retrospective method, which requires retrospective adoption to each prior reporting period presented with the cumulative effect of adoption recorded to the earliest reporting period presented. An optional transition method can be utilized which requires retrospective adoption beginning on the date of adoption with the cumulative effect of initially applying these updates recognized at the date of initial adoption. The standard also provided several optional practical expedients for use in transition. The Company elected to use what the FASB has deemed the “package of practical expedients,” which allowed the Company not to reassess previous conclusions regarding lease identification, lease classification and the accounting treatment for initial direct costs. These updates also expand the required quantitative and qualitative disclosures surrounding leases. The adoption resulted in the addition of "right of use" assets and lease liabilities of approximately $20 million ~~in the~~ ~~consolidated balance sheet, with no significant change to the Company’s consolidated statements of operations or cash flows. Refer to Note 16 for further discussion.~~

4.2. EARNINGS PER SHARE (EPS)

Basic EPS is calculated using the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the weighted average number of common shares outstanding during the period plus shares issuable upon the assumed exercise of dilutive common share options and vesting of performance-accelerated restricted shares (restricted shares) by using the treasury stock method. The number of shares used in the calculation of earnings per share for each period presented is as follows (in thousands):


	Three Months		Six Months		Three Months			Six Months
	Ended March 31,		Ended March 31,		Ended March 31,		��	Ended March 31,
	2020	2019	2020	2019	2021	2020		2021	2020

Weighted Average Shares Outstanding - Basic	25,988	25,918	25,985	25,915
Weighted Average Shares Outstanding — Basic					26,038	25,988		26,038	25,985
Dilutive Options and Restricted Shares	100	118	141	163	163	100		154	141
Adjusted Shares - Diluted	26,088	26,036	26,126	26,078
Adjusted Shares — Diluted					26,201	26,088		26,192	26,126

5.3. SHARE-BASED COMPENSATION

The Company provides compensation benefits to certain key employees under several share-based plans providing for performance-accelerated restricted shares (restricted shares), and to non-employee directors under a non-employee directors compensation plan.

Performance-Accelerated Restricted Share Awards

Compensation expense related to the restricted share awards was $1.1 million and ~~$2.3~~$2.1 million for the three and six-month periods ended March 31, ~~2020,~~2021, respectively, and ~~$0.9~~$1.1 million and ~~$2.0~~$2.3 million for the corresponding periods in ~~2019.~~2020. There were ~~175,577~~220,430 non-vested shares outstanding as of March 31, ~~2020.~~2021.

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, ~~2020,~~2021, respectively, and $0.3 million and ~~$0.5~~$0.6 million for the corresponding periods in ~~2019.~~2020.

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 ~~$1.5~~$1.4 million and ~~$2.9~~$2.7 million for the three and six-month periods ended March 31, ~~2020,~~2021, respectively, and ~~$1.2~~$1.5 million and ~~$2.6~~$2.9 million for the corresponding periods in ~~2019.~~2020. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $0.3 million and $0.7 million for the three and six-month periods ended March 31, ~~2020,~~2021, respectively, and $0.3 million and ~~$0.6~~$0.7 million for the corresponding periods in ~~2019.~~

2020. As of March 31, ~~2020,~~2021, there was ~~$6.8~~$6.1 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 1.5 years.

~~2.1 years.~~

6.4. INVENTORIES

Inventories, net, from continuing operations consist of the following:


	March 31,		September 30,		March 31,		September 30,
(In thousands)	2020		2019		2021		2020

Finished goods	$	23,898		23,550	$	29,363	28,471
Work in process		39,768		26,407		37,905	30,183
Raw materials		77,361		74,999		78,074	77,535
Total inventories	$	141,027		124,956	$	145,342	136,189

7.5. GOODWILL AND OTHER INTANGIBLE ASSETS

Included on the Company’s Consolidated Balance Sheets at March 31, ~~2020~~2021 and September 30, ~~2019~~2020 are the following intangible assets gross carrying amounts and accumulated amortization from continuing operations:


	March 31,		September 30,		March 31,		September 30,
(Dollars in thousands)	2020		2019		2021		2020
Goodwill	$	389,630		390,256	$	411,661	408,063

Intangible assets with determinable lives:
Patents
Gross carrying amount	$	2,067		1,945	$	2,136	2,092
Less: accumulated amortization		806		748		915	858
Net	$	1,261		1,197	$	1,221	1,234

Capitalized software
Gross carrying amount	$	83,243		78,962	$	88,862	84,888
Less: accumulated amortization		53,034		48,530		60,563	57,302
Net	$	30,209		30,432	$	28,299	27,586

Customer relationships
Gross carrying amount	$	226,946		227,225	$	229,322	227,178
Less: accumulated amortization		61,486		55,326		73,864	67,643
Net	$	165,460		171,899	$	155,458	159,535

Other
Gross carrying amount	$	5,081		5,441	$	5,356	5,156
Less: accumulated amortization		2,953		2,645		3,586	3,260
Net	$	2,128		2,796	$	1,770	1,896
Intangible assets with indefinite lives:
Trade names	$	172,721		175,281	$	158,513	156,381

The changes in the carrying amount of goodwill attributable to each business segment for the six months ended March 31, ~~2020~~2021 is as follows on a continuing operations basis:


					Aerospace							Aerospace
(Dollars in millions)	USG		Test		& Defense		Total		USG		Test	& Defense	Total
Balance as of September 30, 2019		254.0		34.1		102.2		390.3
Balance as of September 30, 2020										271.9	34.1	102.1	408.1
Acquisition activity										—	—	2.5	2.5
Foreign currency translation		(0.6)		(0.1)		—		(0.7)		1.1	—	—	1.1
Balance as of March 31, 2020	$	253.4		34.0		102.2		389.6
Balance as of March 31, 2021									$	273.0	34.1	104.6	411.7

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 the Aerospace and Defense reporting units. There were 0 impairment charges incurred for the three and six-month periods ended March 31, 2021, however, the fair value of the Mayday reporting unit exceeded carrying value by less than 10%. At March 31, 2021, we had $30 million of goodwill recorded for Mayday.

8.6. 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, ~~(formerly called Filtration/Fluid Flow)~~Utility Solutions Group (USG), and RF Shielding and Test (Test)~~, and Utility Solutions Group (USG)~~. The Aerospace & Defense segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair), Westland Technologies Inc. (Westland), Mayday Manufacturing Co. and its affiliate Hi-Tech Metals, Inc. (collectively referred to as 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 ~~commercial~~ aerospace and defense applications; unique filter mechanisms used in micro-propulsion devices for satellites and custom designed filters for manned aircraft and submarines; products and systems to reduce vibration and/or acoustic signatures and otherwise reduce or obscure a vessel’s signature, and other communications, sealing, surface control and hydrodynamic related applications to enhance U.S. Navy maritime survivability; precision-tolerance machined components for the aerospace and defense industry; and metal processing services. The USG segment’s operations consist primarily of Doble Engineering Company and Morgan Schaffer Ltd. (together 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. NRG designs and manufactures decision support tools for the renewable energy industry, primarily wind and solar. The Test segment’s operations consist primarily of ETS-Lindgren Inc. (ETS-Lindgren). ETS-Lindgren is an industry leader in providing 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. The USG segment’s operations consist primarily of Doble Engineering Company (Doble), Morgan Schaffer Inc. (Morgan Schaffer), and NRG Systems, Inc. (NRG). Doble provides high-end, intelligent, diagnostic test and data management solutions for the electric power delivery industry and is a leading supplier of partial discharge testing instruments used to assess the integrity of high voltage power delivery equipment. Morgan Schaffer provides an integrated offering of dissolved gas analysis, oil testing, and data management solutions for the electric power industry. NRG designs and manufactures decision support tools for the renewable energy industry, primarily wind.

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				Six Months		Three Months			Six Months
	Ended March 31,				Ended September 30,		Ended March 31,			Ended March 31,
(In thousands)	2020		2019		2020	2019	2021		2020	2021	2020
NET SALES
Aerospace & Defense	$	95,124		79,478	172,635	145,702	$	83,278	95,124	150,169	172,635
USG								39,555	43,768	94,095	96,602
Test		41,600		42,875	82,983	84,161		43,811	41,600	85,329	82,983
USG		43,768		48,890	96,602	104,745
Consolidated totals	$	180,492		171,243	352,220	334,608	$	166,644	180,492	329,593	352,220

EBIT
Aerospace & Defense	$	21,736		17,443	34,249	28,053	$	18,196	21,736	27,576	34,249
USG								6,725	4,866	19,456	14,153
Test		5,651		5,554	10,307	8,864		5,688	5,651	11,030	10,307
USG		4,866		8,767	14,153	30,313
Corporate (loss)		(10,908)		(9,788)	(20,573)	(19,904)		(8,838)	(10,908)	(18,090)	(20,573)
Consolidated EBIT		21,345		21,976	38,136	47,326		21,771	21,345	39,972	38,136
Less: Interest expense		(1,320)		(1,853)	(3,741)	(3,708)		(432)	(1,320)	(973)	(3,741)
Earnings before income taxes	$	20,025		20,123	34,395	43,618	$	21,339	20,025	38,999	34,395

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 from continuing operations 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.

9.7. DEBT

The Company’s debt is summarized as follows:


	March 31,		September 30,		March 31,		September 30,
(In thousands)	2020		2019		2021		2020
Total borrowings	$	150,000		285,000	$	22,000	62,368
Current portion of long-term debt		(20,000)		(20,000)
Current portion of long-term debt and short-term borrowings						(20,000)	(22,368)
Total long-term debt, less current portion	$	130,000		265,000	$	2,000	40,000

~~On September 27, 2019, the Company entered into a new five-year credit facility (“the Credit Facility”), modifying its previous credit facility which would have matured December 21, 2020.~~ The Credit Facility includes a $500 million revolving line of credit as well as provisions allowing for the increase of the credit facility commitment amount by an additional $250 million, if necessary, with the consent of the lenders. The bank syndication supporting the facility is comprised of a diverse group of eight banks led by JP Morgan Chase Bank, N.A., as Administrative Agent. The Credit Facility matures September 27, 2024.

At March 31, ~~2020,~~2021, the Company had approximately ~~$341~~$468 million available to borrow under the Credit Facility, plus the $250 million increase option, subject to lender approval, in addition to ~~$100.2~~$45.7 million cash on hand. The Company classified $20.0 million as the current portion of long-term debt as of March 31, ~~2020,~~2021, 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 ~~$9.8~~$10.4 million at March 31, ~~2020.~~2021.

Interest on borrowings under the Credit Facility is calculated at a spread over either the London Interbank Offered Rate ~~(LIBOR ),~~(LIBOR), the New York Federal Reserve Bank Rate or the prime rate, depending on various factors. The Credit Facility also requires a facility fee ranging from 10 to 25 basis points per annum on the unused portion. The Credit Facility is secured by the unlimited guaranty of the Company’s direct and indirect material U.S. subsidiaries and the pledge of 100% of the equity interests of its direct and indirect material foreign subsidiaries. The financial covenants of the Credit Facility include a leverage ratio and an interest coverage ratio. The weighted average interest rates were 1.27% and 1.40% for the three and six- month periods ending March 31, 2021, respectively, and 3.24% and ~~3.21~~%3.21% for the three and six-month periods ending March 31, ~~2020, respectively , and 3.20% and 3.23% for the three and six-month periods ending March 31, 2019.~~2020. As of March 31, ~~2020,~~2021, the Company was in compliance with all covenants.

~~10.~~8. INCOME TAX EXPENSE

The second quarter ~~2020~~2021 effective income tax rate from continuing operations was ~~11.0%~~23.5% compared to ~~11.4%~~11.0% in the second quarter of ~~2019.~~2020. The effective income tax rate in the first six months of ~~2020~~2021 was ~~16.9%~~23.1% compared to ~~19.4%~~16.9% for the first six months of ~~2019. The income~~2020. Income tax expense in the second quarter of 2021 was unfavorably impacted by a change in our estimate of the fiscal 2020 research credit increasing the second quarter and year-to-date effective tax rate by 0.6% and 0.3%, respectively. Income tax expense in the second quarter of 2020 was favorably impacted by the release of a valuation allowance of $2.8 million for foreign net operating losses decreasing the second quarter 2020 and year-to-date effective tax rate by 14.3% and 8.2%, respectively. The income tax expense in the second quarter and first six months of 2019 was favorably impacted by tax planning strategies to increase the foreign tax credits claimed retrospectively. The Company reduced the valuation allowance for excess foreign tax credits by $2.3 million and recorded an amended return receivable of $0.2 million, which favorably impacted the 2019 second quarter and year-to-date effective tax rate by 12.9% and 5.9%, respectively.

~~11.~~9. SHAREHOLDERS’ EQUITY

The change in shareholders’ equity for the first three and six months of 2020 and 2019 is shown below (in thousands):


	Three Months Ended March 31,		Six Months Ended March 31,		Three Months Ended March 31,		Six Months Ended March 31,
	2020	2019	2020	2019	2021	2020	2021	2020

Common stock
Beginning balance	306	305	306	305	306	306	306	306
Stock plans	—	—	—	—	—	—	—	—
Ending balance	306	305	306	305	306	306	306	306

Additional paid-in-capital
Beginning balance	293,056	292,293	292,408	291,190	294,735	293,056	293,682	292,408
Stock plans	1,731	1,319	2,379	2,422	1,061	1,731	2,114	2,379
Ending balance	294,787	293,612	294,787	293,612	295,796	294,787	295,796	294,787

Retained earnings
Beginning balance	769,439	627,670	684,741	606,837	790,000	769,439	778,398	684,741
Net earnings common stockholders	17,822	18,797	104,599	36,114	16,314	17,822	30,000	104,599
Dividends paid	(2,077)	(2,074)	(4,156)	(4,147)	(2,083)	(2,077)	(4,167)	(4,156)
Adoption of accounting standards updates	—	(1,375)	—	4,214
Ending balance	785,184	643,018	785,184	643,018	804,231	785,184	804,231	785,184

Accumulated other comprehensive income (loss)
Beginning balance	(40,051)	(36,083)	(43,974)	(31,528)	1,692	(40,051)	(3,657)	(43,974)
Foreign currency translation	(6,885)	677	(2,962)	(3,853)	116	(6,885)	5,465	(2,962)
Pension	—	—	—	—
Forward exchange contracts	—	126	—	101
Ending balance	(46,936)	(35,280)	(46,936)	(35,280)	1,808	(46,936)	1,808	(46,936)

Treasury stock
Beginning balance	(107,259)	(107,394)	(107,259)	(107,394)	(107,134)	(107,259)	(107,134)	(107,259)
Issued under stock plans	125	135	125	135	—	125	—	125
Ending balance	(107,134)	(107,259)	(107,134)	(107,259)	(107,134)	(107,134)	(107,134)	(107,134)

Total equity	926,207	794,396	926,207	794,396	995,007	926,207	995,007	926,207

~~12. RETIREMENT PLANS~~

A summary of net periodic benefit expense for the Company’s defined benefit plans for the three and six-month periods ended March 31, 2020 and 2019 is shown in the following table. Net periodic benefit cost for each period presented is comprised of the following:

Three Months

Six Months

Ended March 31,

Ended March 31,
(In thousands)

2020

2019

2020

2019
Defined benefit plans








Interest cost

$
824

875

1,648

1,750
Expected return on assets

(1,041)

(1,086)

(2,082)

(2,172)
Amortization of:

Prior service cost

—

—

—

—
Actuarial loss

543

487

1,087

974
Net periodic benefit cost

$
326

276

653

552

~~13. DERIVATIVE FINANCIAL INSTRUMENTS~~

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. In 2018, the Company entered into three interest rate swaps with a notional amount of $150 million to hedge some of its exposure to variability in future LIBOR-based interest payments on variable rate debt, of which one swap is outstanding as of March 31, 2020. In addition, 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. The Company expects hedging gains or losses to be essentially offset by losses or gains on the related underlying exposures. The amounts ultimately recognized may differ for open positions, which remain subject to ongoing market price fluctuations until settlement. All derivative instruments are reported in either accrued expenses or other assets on the balance sheet at fair value. For derivative instruments designated as cash flow hedges, the gain or loss on the derivative is deferred in accumulated other comprehensive income until recognized in earnings with the underlying hedged item. The interest rate swaps entered into during 2018 were not designated as cash flow hedges and, therefore, the gain or loss on the derivative is reflected in earnings each period.

The following is a summary of the notional transaction amounts and fair values for the Company’s outstanding derivative financial instruments by risk category and instrument type as of March 31, 2020:

Fair

Notional

Value

Fix

(In thousands)

amount

(US$)

Rate

Forward contracts

6,250

USD

(381)



Interest rate swap

150,000

USD

(1,997)

2.24
%

~~14.~~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 March 31, ~~2020~~2021 and September 30, ~~2019~~2020 using available market information or other appropriate valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, inventories, payables, debt 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, as presented below as of March 31, ~~2020:~~2021:


(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3	Total
Assets (Liabilities):
Forward contracts and interest rate swaps	$	—		(2,378)	$	—		(2,378)
Forward contracts									$	—	141	$	—	141

Valuation was based on third party evidence of similarly priced derivative instruments.

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, ~~2020.~~2021.

~~15.~~11. REVENUES

Disaggregation of Revenues

Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, ~~2020~~2021 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 ~~table~~tables below also include a reconciliation of the disaggregated revenue within each reportable segment on a continuing operations basis.


Three months ended March 31, 2020	Aerospace
Three months ended March 31, 2021									Aerospace
(In thousands)	& Defense		Test		USG		Total		& Defense		USG		Test		Total
Customer type:
Commercial	$	51,550	$	33,952	$	43,736	$	129,238	$	33,973	$	38,549	$	39,305	$	111,827
U.S. Government		43,574		7,648		32		51,254		49,305		1,006		4,506		54,817
Total revenues	$	95,124	$	41,600	$	43,768	$	180,492	$	83,278	$	39,555	$	43,811	$	166,644

Geographic location:
United States	$	81,458	$	25,121	$	28,706	$	135,285	$	73,037	$	27,445	$	22,965	$	123,447
International		13,666		16,479		15,062		45,207		10,241		12,110		20,846		43,197
Total revenues	$	95,124	$	41,600	$	43,768	$	180,492	$	83,278	$	39,555	$	43,811	$	166,644

Revenue recognition method:
Point in time	$	46,610	$	8,009	$	32,209	$	86,828	$	37,127	$	27,563	$	9,248	$	73,938
Over time		48,514		33,591		11,559		93,664		46,151		11,992		34,563		92,706
Total revenues	$	95,124	$	41,600	$	43,768	$	180,492	$	83,278	$	39,555	$	43,811	$	166,644

1512

Six months ended March 31, 2020

Aerospace






(In thousands)

& Defense

Test

USG

Total
Customer type:




Commercial

$
93,417

$
69,194

$
95,971

$
258,582
U.S. Government

79,218

13,789

631

93,638
Total revenues

$
172,635

$
82,983

$
96,602

$
352,220

Geographic location:

United States

$
146,164

$
49,959

$
63,665

$
259,788
International

26,471

33,024

32,937

92,432
Total revenues

$
172,635

$
82,983

$
96,602

$
352,220

Revenue recognition method:

Point in time

$
82,897

$
17,019

$
72,524

$
172,440
Over time

89,738

65,964

24,078

179,780
Total revenues

$
172,635

$
82,983

$
96,602

$
352,220


Six months ended March 31, 2021	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	62,114	$	92,414	$	76,027	$	230,555
U.S. Government		88,055		1,681		9,302		99,038
Total revenues	$	150,169	$	94,095	$	85,329	$	329,593

Geographic location:
United States	$	130,849	$	64,490	$	46,231	$	241,570
International		19,320		29,605		39,098		88,023
Total revenues	$	150,169	$	94,095	$	85,329	$	329,593

Revenue recognition method:
Point in time	$	64,000	$	69,931	$	18,116	$	152,047
Over time		86,169		24,164		67,213		177,546
Total revenues	$	150,169	$	94,095	$	85,329	$	329,593

Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, 2020 are presented in the tables below.


Three months ended March 31, 2020	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	51,550	$	43,736	$	33,952	$	129,238
U.S. Government		43,574		32		7,648		51,254
Total revenues	$	95,124	$	43,768	$	41,600	$	180,492

Geographic location:
United States	$	81,458	$	28,706	$	25,121	$	135,285
International		13,666		15,062		16,479		45,207
Total revenues	$	95,124	$	43,768	$	41,600	$	180,492

Revenue recognition method:
Point in time	$	46,610	$	32,209	$	8,009	$	86,828
Over time		48,514		11,559		33,591		93,664
Total revenues	$	95,124	$	43,768	$	41,600	$	180,492


Six months ended March 31, 2020	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	93,417	$	95,971	$	69,194	$	258,582
U.S. Government		79,218		631		13,789		93,638
Total revenues	$	172,635	$	96,602	$	82,983	$	352,220

Geographic location:
United States	$	146,164	$	63,665	$	49,959	$	259,788
International		26,471		32,937		33,024		92,432
Total revenues	$	172,635	$	96,602	$	82,983	$	352,220

Revenue recognition method:
Point in time	$	82,897	$	72,524	$	17,019	$	172,440
Over time		89,738		24,078		65,964		179,780
Total revenues	$	172,635	$	96,602	$	82,983	$	352,220

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, ~~2020,~~2021, the Company had ~~$565~~$521.7 million in remaining performance obligations of which the Company expects to recognize revenues of approximately ~~68%~~72% 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. At March 31, ~~2020,~~2021, contract assets and liabilities totaled ~~$96.1~~$95.0 million and ~~$95.4~~$106.6 million, respectively. Contract assets and liabilities are presented as current in the consolidated balance sheets as it is expected all related transaction activity with customers will be substantially completed within twelve months. During the first six months of ~~2020,~~2021, the Company recognized approximately ~~$36.4~~$56 million in revenues that were included in the contract liabilities balance at ~~the adoption date.~~September 30, 2020.

~~16.~~12. LEASES

~~As described in Note 3, effective October 1, 2019, the Company adopted ASC 842, 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		Six Months
	Ended		Ended		Three Months Ended		Three Months Ended
	March 31,		March 31,		March 31,		March 31,
(Dollars in thousands)	2020		2020		2021		2020
Finance lease cost
Amortization of right-of-use assets	$	622	$	1,245	$	492	$	622
Interest on lease liabilities		323		651		311		198
Operating lease cost		1,402		2,750		1,424		1,402
Total lease costs	$	2,347	$	4,646	$	2,227	$	2,222


	Six Months		Six Months
	Ended		Ended
	March 31,		March 31,
(Dollars in thousands)	2021		2020
Finance lease cost
Amortization of right-of-use assets	$	985	$	1,245
Interest on lease liabilities		623		335
Operating lease cost		2,877		2,750
Total lease costs	$	4,485	$	4,330

Additional information related to leases are shown below:


	Three Months		Six Months
	Ended		Ended			Three Months Ended		Three Months Ended
	March 31,		September 30,			March 31,		March 31,
(Dollars in thousands)	2020		2020			2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,380	$	2,717		$	1,375	$	1,380
Operating cash flows from finance leases		198		335			311		198
Financing cash flows from finance leases		376		727			419		377
Right-of-use assets obtained in exchange for lease liabilities
Operating leases	$	1,566	$	22,268
Weighted-average remaining lease term
Operating leases				6.37	years
Finance leases				12.97	years
Weighted-average discount rate
Operating leases				3.14	%
Finance leases				4.29	%


	Six Months		Six Months
	March 31,		March 31,
(Dollars in thousands)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,800	$	2,717
Operating cash flows from finance leases		623		335
Financing cash flows from finance leases		838		753


Weighted-average remaining lease term	March 31, 2021		March 31, 2020
Operating leases	5.76 years		6.37 years
Finance leases	12.2 years		12.7 years
Weighted-average discount rate
Operating leases	3.11	%	3.08	%
Finance leases	4.31	%	4.28	%

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, ~~2020:~~2021:


(Dollars in thousands)		Operating	Finance		Operating		Finance
Years Ending September 30:	Leases		Leases		Leases		Leases
2020 (excluding the six months ended March 31, 2020)	$	2,667		1,455
2021		4,696		2,930
2021 (excluding the six months ended March 31, 2021)					$	2,732		1,473
2022		4,036		3,011		4,907		3,015
2023		3,090		3,094		3,984		3,098
2024 and thereafter		6,931		31,481
2024						2,438		3,181
2025 and thereafter						7,173		28,285
Total minimum lease payments		21,420		41,971		21,234		39,052
Less: amounts representing interest		2,202		10,821		1,894		9,625
Present value of net minimum lease payments	$	19,218		31,150	$	19,340		29,427
Less: current portion of lease obligations		4,208		1,902		4,839		2,001
Non-current portion of lease obligations		15,010		29,248		14,501		27,426

ROU assets	$	18,901		28,072	$	18,929		25,182

Operating lease liabilities are included in the Consolidated Balance Sheet in accrued other expenses (current portion) and ~~operating lease liabilities.~~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.~~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.

As the Company has not restated prior-year information for the adoption of ASC 842, the following presents the Company’s future minimum lease payments for operating and capital leases under ASC 840 for continuing operations as of September 30, 2019:

(Dollars in thousands)

Operating

Finance
Years Ending September 30:

Leases

Leases
2020

$
5,574

2,518
2021

4,558

2,930
2022

3,950

3,012
2023

3,270

3,094
2024 and thereafter

8,443

31,499
Total minimum lease payments

$
25,795

43,053
Less: amounts representing interest

*

11,241
Present value of net minimum lease payments

*

31,812
Less: Current portion of lease obligations

*

1,832
Non-current portion of lease obligations

*

29,980

* Not applicable for operating leases

1815

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 created significant and unprecedented challenges, and during these highly uncertain times, our top priority remains the health and safety of our employees, customers and suppliers, thereby securing the financial well-being of the Company and supporting business continuity. Our businesses have been deemed essential and are currently operational, supplying our customers with vital and necessary products. To date, our global supply chains have not been materially affected by the ~~global~~ pandemic. Given our diverse portfolio of strong, durable businesses serving non-discretionary end-markets, the strength and resilience of our business model positions us to continue ~~to support~~ our long-term outlook.

Recognizing the uncertainty presented by this global pandemic, we are ~~suspending~~continuing to suspend our ~~full-year 2020~~practice of providing financial guidance. Our businesses ~~are facing~~continue to face varying levels of pressure depending on the markets they serve ~~as outlined below~~ and the impact on ~~our business~~the Company cannot be reasonably estimated at this time. In response to COVID-19, we have taken decisive actions to enhance our financial condition, while continuing to execute our long-term strategy for profitable growth. Some of the actions we have taken include: deferring a portion of executive compensation, reducing discretionary spending, minimizing capital spending, implementing hiring and salary freezes, and increasing our focus on optimizing free cash flow. These operational measures are prudent steps to maintain our liquidity and will help manage our financial flexibility as we work through near-term volatility. As of March 31, 2020, we had nearly $700 million of liquidity, with $100 million in cash, net debt of approximately $50 million. Additionally, we have no debt maturities nor repayment obligations coming due and payable until September 2024. The Company has made no changes to its dividend plan. We are also monitoring the impacts of COVID-19 on the fair value of assets. We do not currently anticipate any material impairments on assets as a result of COVID-19. A portion of our workforce has worked from home at times due to COVID-19, however we have not had to redesign or design new internal controls over financial reporting at this time. Depending on the duration of COVID-19, it may become necessary for us to redesign or design new internal controls over financial reporting in a future period. We do not believe such an event will have a material impact on our business. ~~Further details~~

The economic uncertainty, changes in the propensity for the general public to travel by ~~operating segment are outlined below.~~

~~In our A&D segment, we expect to see~~air, and reductions in demand for commercial aircraft as a ~~slowdown in commercial aerospace deliveries and revenues over the remainder~~result of the ~~year but it is too early~~COVID-19 pandemic have adversely impacted net sales and operating results in ~~the cycle to determine the impact from the current industry downturn as it relates to future build rates~~certain of our Aerospace and airline passenger miles. The defense portion of A&D, both military aerospace and navy products is expected to remain in-line with current forecasts given its backlog coupled with the timing of expected platform deliveries. WeDefense reporting units. In addition, our Westland facility had a ~~temporary two-week~~partial shutdown ~~in April~~ of ~~our Globe manufacturing~~its facility ~~due to a confirmed COVID-19 case but we are fully operational as~~for several weeks during the first quarter of ~~the current date.~~

In our Test segment, our second quarter revenues were negatively impacted by a decrease of approximately $2 million due to the China facility’s temporary three-week shutdown in February, and delayed timing of installation projects caused by access limitations to customer sites2021 due to COVID-19. We ~~expect~~are also monitoring the ~~Test segment to remain in-line with current forecasts over~~impacts of COVID-19 on the ~~remainder~~fair value of ~~the year given the strength~~assets. We do not currently anticipate any material impairments on assets as a result of ~~its backlog and its served markets, primarily related to new communications technologies such as 5G.~~

In our USG segment, our second quarter revenues were negatively impacted by approximately $5 million as several utility customers deferred purchase orders and maintenance-related project deliveries so they could divert resources to other issues such as critical power delivery given their concerns around COVID-19. ~~Additionally, Doble’s service business is largely on hold during the pandemic.~~ We ~~expect USG’s customer spending softness to continue~~determined that there was no impairment for the ~~next few~~three and six months ~~before~~ended March 31, 2021 and the ~~utilities return~~fair value of each reporting unit substantially exceeded carrying value, with the exception of Mayday where fair value exceeded carrying value by less than 10%. At March 31, 2021, we had $30 million of goodwill recorded for Mayday. The valuation methodology we use involves estimates of discounted cash flows, which are subject to ~~a more normal state of business~~change, and if they change negatively it could result in the ~~later part~~need to write down those assets to fair value. We will continue to monitor the impacts of ~~this~~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.~~year ended September 30, 2020.

See the “Outlook” and “Part II – Other Information, Item 1A, Risk Factors” sections below for additional details.

RESULTS OF OPERATIONS

References to the second quarters of ~~2020~~2021 and ~~2019~~2020 represent the three-month periods ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

OVERVIEW

In the second quarter of ~~2020,~~2021, sales, net earnings and diluted earnings per share ~~from continuing operations~~ were ~~$180.5~~$166.6 million, ~~$17.8~~$16.3 million and ~~$0.68~~$0.62 per share, respectively, compared to ~~$171.2~~$180.5 million, $17.8 million and $0.68 per share, respectively, in the second quarter of ~~2019.~~2020. In the first six months of ~~2020,~~2021, sales, net earnings and diluted earnings per share from continuing operations were $329.6 million, $30.0 million and $1.15 per share, respectively, compared to $352.2 million, $28.6 million and $1.09 ~~respectively, compared to $334.6 million, $35.2 million and $1.34~~ per share, respectively, in the first six months of 2019. The decrease in net earnings and diluted earnings per share in the first six months of 2020 as compared to the first six months of 2019 was mainly due the gain of approximately $8 million on the sale of the Doble Watertown property in the first quarter of 2019.2020.

NET SALES

In the second quarter of ~~2020,~~2021, net sales of ~~$180.5~~$166.6 million were ~~$9.3~~$13.9 million, or ~~5.4%~~7.7%, ~~higher~~lower than the ~~$171.2~~$180.5 million in the second quarter of ~~2019.~~2020. In the first six months of ~~2020,~~2021, net sales of ~~$352.2~~$329.6 million were ~~$17.6~~$22.6 million, or ~~5.3%~~6.4%, ~~higher~~lower than the ~~$334.6~~$352.2 million in the first six months of ~~2019.~~2020. The ~~increase~~decrease in net sales in the second quarter of ~~2020~~2021 as compared to the second quarter of ~~2019~~2020 was due to ~~a $15.6~~an $11.8 million ~~increase~~decrease in the Aerospace & Defense segment ~~partially offset by a $1.2 million decrease in the Test segment~~ and a ~~$5.1~~$4.2 million decrease in the USG segment, partially offset by a $2.2 million increase in the Test segment. The ~~increase~~decrease in net sales in the first six months of ~~2020~~2021 as compared to the first six months of ~~2019~~2020 was due to a ~~$26.9~~$22.4 million ~~increase~~decrease in the Aerospace & Defense segment ~~partially offset by~~and a ~~$1.1 million decrease in the Test segment and an $8.2~~$2.5 million decrease in the USG segment, partially offset by a $2.3 million increase in the Test segment.

-Aerospace & Defense (A&D)

In the second quarter of ~~2020,~~2021, net sales of ~~$95.1~~$83.3 million were ~~$15.6~~$11.8 million, or ~~19.6%~~12.4%, ~~higher~~lower than the ~~$79.5~~$95.1 million in the second quarter of ~~2019.~~2020. In the first six months of ~~2020,~~2021, net sales of ~~$172.6~~$150.2 million were ~~$26.9~~$22.4 million, or ~~18.5%~~13.0%, ~~higher~~lower than the ~~$145.7~~ $172.6

million in the first six months of ~~2019.~~2020. The sales ~~increase~~decrease in the second quarter of ~~2020~~2021 compared to the second quarter of ~~2019~~2020 was mainly due to ~~the addition of $9.0~~a $6.3 million decrease in net sales ~~from Globe,~~at Mayday, a ~~$3.8~~$5.4 million decrease in net sales at Crissair, a $4.7 million decrease in net sales at PTI primarily driven by the impact of the COVID-19 pandemic, partially offset by a $3.9 million increase in sales at VACCO driven by navy defense. The sales decrease in the first six months of 2021 compared to the first six months of 2020 was mainly due to an $11.5 million decrease in net sales at Mayday, a $9.4 million decrease in net sales at Crissair, a $9.3 million decrease in net sales at PTI, and a $1.5 million decrease in net sales at Westland primarily driven by the impact of the COVID-19 pandemic, partially offset by a $7.8 million increase in net sales at VACCO ~~due to increased revenue from space products,~~and a ~~$2.6~~$1.5 million increase in net sales at PTI due to higher aerospace assembly shipments, a $0.5 million increase in net sales at Mayday, and a $0.4 million increase in net sales at Crissair, partially offset by a $0.7 million decrease in net sales at Westland due to timing of revenue on government programs. The sales increase in the first six months of 2020 compared to the first six months of 2019 was due to the addition of $17.8 million in net sales from Globe, a $5.3 million increase in net sales at VACCO due to increased revenue from space products, a $4.0 million increase in net sales at PTI due to higher aerospace assembly shipments, a $0.6 million increase in net sales at Mayday, and a $1.2 million increase in net sales at Crissair, partially offset by a $2.0 million decrease in net sales at Westland due to timing of revenue on government programs.Globe.

-~~-Test~~USG

In the second quarter of ~~2020,~~2021, net sales of ~~$41.6~~$39.6 million were ~~$1.3~~$4.2 million, or ~~3.0%~~9.6%, lower than the ~~$42.9~~$43.8 million in the second quarter of ~~2019.~~2020. In the first six months of ~~2020,~~2021, net sales of ~~$83.0~~$94.1 million were ~~$1.2~~$2.5 million, or ~~1.4%~~2.6%, lower than the ~~$84.2~~$96.6 million in the first six months of ~~2019.~~2020. The decrease in the second quarter and first six months of ~~2020~~2021 compared to the corresponding periods of 2019 was primarily due to lower sales from the segment’s Asian operations due to the temporary three-week shutdown of the China facility due to COVID-19 and the timing of test and measurement chamber projects.

-~~USG~~

~~In the second quarter of~~ 2020 net sales of $43.8 million were $5.1 million, or 10.4% lower than the $48.9 million in the second quarter of 2019. In the first six months of 2020, net sales of $96.6 million were $8.1 million, or 7.7%, lower than the $104.7 million in the first six months of 2019. The decrease in the second quarter and first six months of 2020 compared to the corresponding periods of 2019 was mainly due to lower product and ~~software sales~~service revenue at Doble primarily driven by the impact of COVID-19, partially offset by an increase in product sales at NRG.

-Test

In the second quarter of 2021, net sales of $43.8 million were $2.2 million, or 5.3%, higher than the $41.6 million in the second quarter of 2020. In the first six months of 2021, net sales of $85.3 million were $2.3 million, or 2.8%, higher than the $83.0 million in the first six months of 2020. The increase in the second quarter of 2021 as ~~customers delayed orders~~compared to the second quarter of 2020 was primarily due to higher sales from the Company’s Asian and ~~on-site testing.~~European operations totaling $4.1 million partially offset by a $1.9 million decrease in sales from the segment’s U.S. operations due to the timing of test and measurement chamber projects. The increase in the first six months of 2021 compared to the first six months of 2020 was due to higher sales from the Company’s Asian and European operations totaling $7.7 million partially offset by a $5.4 million decrease in sales from the segment’s U.S. operations due to the timing of test and measurement chamber projects.

ORDERS AND BACKLOG

Backlog ~~from continuing operations~~ was ~~$565.4~~$521.7 million at March 31, ~~2020~~2021 compared with ~~$451.6~~$517.4 million at September 30, ~~2019.~~2020. The Company received new orders totaling $176.2 million in the second quarter of 2021 compared to $245.6 million in the second quarter of ~~2020 compared to $209.4 million~~2020. Of the new orders received in the second quarter of ~~2019.~~2021, $88.2 million related to Aerospace & Defense products, $44.4 million related to Test products, and $43.6 million related to USG products. Of the new orders received in the second quarter of 2020, $156.0 million related to Aerospace & Defense products, $41.8 million related to Test products, and $47.8 million related to USG products. ~~Of the new orders received in the second quarter of 2019, $100.8 million related to Aerospace & Defense products, $57.6 million related to Test products, and $51.0 million related to USG products.~~

The Company received new orders totaling $333.9 million in the first six months of 2021 compared to $466.1 million in the first six months of ~~2020 compared to $390.5 million~~2020. Of the new orders received in the first six months of ~~2019.~~2021, $153.6 million related to Aerospace & Defense products, $87.9 million related to Test products, and $92.4 million related to USG products. Of the new orders received in the first six months of 2020, $285.0 million related to Aerospace & Defense products, $80.3 million related to Test products, and $100.8 million related to USG products. ~~Of the new orders received in the first six months of 2019, $184.5 million related to Aerospace & Defense products, $103.0 million related to Test products, and $103.0 million related to USG products.~~

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses ~~from continuing operations~~ for the second quarter of ~~2020~~2021 were ~~$40.0~~$38.7 million ~~(22.2%~~(23.2% of net sales), compared with ~~$39.3~~$40.0 million ~~(23.0%~~(22.2% of net sales) for the second quarter of ~~2019.~~2020. For the first six months of ~~2020,~~2021, SG&A expenses from continuing operations were ~~$82.1~~$79.7 million ~~(23.3%~~(24.2% of net sales) compared to ~~$77.9~~$82.1 million (23.3% of net sales) for the first six months of ~~2019.~~2020. The ~~increase~~decrease in SG&A in the second quarter and first six months of ~~2020~~2021 compared to the corresponding periods of ~~2019~~2020 was mainly due to lower discretionary spending related to travel and other discretionary expenses due to the ~~addition of Globe and higher spending on R&D / new product development.~~COVID-19 pandemic.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets from continuing operations was ~~$5.2~~$4.9 million and ~~$11.0~~$9.9 million for the second quarter and first six months of ~~2020,~~2021, respectively, compared to ~~$4.4~~$5.2 million and ~~$8.8~~$11.0 million for the corresponding periods of ~~2019.~~2020. Amortization expenses consist of amortization of acquired intangible assets from acquisitions and other identifiable intangible assets (primarily

software). The ~~increase~~decrease in amortization expense in the second quarter and first six months of ~~2020~~2021 compared to the corresponding periods of ~~2019~~2020 was mainly due to ~~an increase in amortization of intangible assets related to the Globe acquisition and an increase~~a decrease in amortization of capitalized ~~software at Doble.~~software.

OTHER (INCOME) EXPENSES, ~~(INCOME),~~ NET

Other (income) expenses, net, was ~~$0.7~~$(1.9) million of income in the second quarter of ~~2020~~2021 compared to other expenses, net, of ~~$2.0~~$0.7 million ~~in the second quarter of 2019. There were no individually significant items in other expenses (income), net,~~ in the second quarter of 2020. The principal component of other income, net, in the second quarter 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. There were no individually significant items in other (income) expenses, net, in the second quarter of ~~2019~~2020.

Other (income) expenses, net, was ~~$0.9~~$(1.9) million of ~~restructuring charges related~~income in the first six months of 2021 compared to ~~the consolidation of VACCO’s aircraft/aerospace business into PTI’s aerospace facility in Oxnard, California and the completion of~~ other ~~restructuring activities begun in 2018; and losses on derivative instruments.~~

~~Other~~ expenses, net, ~~was~~of $1.0 million in the first six months of ~~2020 compared to~~2020. The principal component of other ~~income,~~(income), expenses, net, ~~of $5.4 million~~ in the first six months of ~~2019.~~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. The principal component of other expenses, net, in the first six months of 2020 were losses on derivative instruments of $0.8 million. The principal component of other income, net, in the first six months of 2019 was a gain of approximately $8 million on the sale of the Doble Watertown, MA building and land, partially offset by certain restructuring activities at Doble, PTI and VACCO and losses on derivative instruments.

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 86 to the Consolidated Financial Statements, above. EBIT was $21.8 million (13.1% of net sales) for the second quarter of 2021 compared to $21.3 million (11.8% of net sales) for the second quarter of ~~2020 compared to $22.0 million (12.8% of net sales) for the second quarter of 2019.~~2020. For the first six months of ~~2020,~~2021, EBIT was ~~$38.1~~$40.0 million ~~(10.8%~~(12.1% of net sales) compared to ~~$47.3~~$38.1 million ~~(14.1%~~(10.8% of net sales) for the first six months of ~~2019.~~2020.

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


	Three Months Ended				Six Months Ended		Three Months Ended				Six Months Ended
	March 31,				March 31,		March 31,				March 31,
(In thousands)	2020		2019		2020	2019	2021		2020		2021	2020
Consolidated EBIT	$	21,345		21,976	38,136	47,326	$	21,771		21,345	39,972	38,136
Less: Interest expense, net		(1,320)		(1,853)	(3,741)	(3,708)		(432)		(1,320)	(973)	(3,741)
Less: Income tax		(2,203)		(2,301)	(5,809)	(8,446)		(5,025)		(2,203)	(8,999)	(5,809)
Net earnings from continuing operations	$	17,822		17,822	28,586	35,172	$	16,314		17,822	30,000	28,586

-Aerospace & Defense

EBIT in the second quarter of ~~2020~~2021 was ~~$21.7~~$18.2 million ~~(22.8%~~(21.8% of net sales) compared to ~~$17.4~~$21.7 million ~~(21.9%~~(22.8% of net sales) in the second quarter of ~~2019.~~2020. EBIT in the first six months of ~~2020~~2021 was ~~$34.2~~$27.6 million ~~(19.8%~~(18.4% of net sales) compared to ~~$28.1~~$34.2 million ~~(19.3%~~(19.8% of net sales) in the first six months of ~~2019.~~2020. The increase in EBIT in the second quarter of 2020 compared to the second quarter of 2019 was mainly due to the $2.4 million contribution from Globe, and a $1.0 million increase at PTI and a $0.7 million increase at VACCO both due to higher sales volumes. The increase in EBIT in the first six months of 2020 compared to the first six months of 2019 was mainly due to the $4.6 million contribution from Globe and a $1.6 million increase at PTI due to higher sales volumes.

-~~Test~~

EBIT in the second quarter of 2020 was $5.7 million (13.6% of net sales) compared to $5.6 million (13.0% of net sales) in the second quarter of 2019. EBIT in the first six months of 2020 was $10.3 million (12.4% of net sales) compared to $8.9 million (10.6% of net sales) in the first six months of 2019. The increasedecrease in EBIT in the second quarter and first six months of ~~2020~~2021 compared to the corresponding periods of ~~2019~~2020 was mainly due to lower sales volumes at Mayday, Crissair and PTI partially offset by an increase in EBIT at VACCO and Globe due to the higher sales volumes as mentioned above. In addition, EBIT in the first quarter of 2021 was negatively impacted by a $0.3 million inventory step-up charge related to the ATM acquisition.

-USG

EBIT in the second quarter of 2021 was $6.7 million (17.0% of net sales) compared to $4.9 million (11.1% of net sales) in the second quarter of 2020. EBIT in the first six months of 2021 was $19.5 million (20.7% of net sales) compared to $14.2 million (14.7% of net sales) in the first six months of 2020. The increase in EBIT in the second quarter of 2021 compared to the second quarter of 2020 was mainly due to the final settlement received on the sale of the Doble Watertown facility of approximately $2 million partially offset by $0.7 million of facility consolidation charges at its Doble Manta facility, and an increase in EBIT at NRG due to higher sales volumes as mentioned above. The increase in EBIT in the first six months of 2021 compared to the first six months of 2020 was mainly due to higher EBIT at Doble driven by favorable product mix, $2 million final settlement received on the sale of the Doble Watertown facility, partially offset by $1.3 million of facility consolidation charges at its Doble Manta facility, and an increase in EBIT at NRG due to higher sales volumes.

-Test

EBIT in the second quarter of 2021 was $5.7 million (13.0% of net sales) compared to $5.7 million (13.6% of net sales) in the second quarter of 2020. EBIT in the first six months of 2021 was $11.0 million (12.9% of net sales) compared to $10.3 million (12.4% of net sales) in the first six months of 2020. The increase in EBIT in the first six months of 2021 compared to the first six months of 2020 was primarily due to product mix and higher margins on projects mainly from the segment’s ~~U.S.~~Asian operations.

-~~USG~~

EBIT in the second quarter of 2020 was $4.9 million (11.1% of net sales) compared to $8.8 million (17.9% of net sales) in the second quarter of 2019. EBIT in the first six months of 2020 was $14.2 million (14.7% of net sales) compared to $30.3 million (28.9% of net sales) in the first six months of 2019. The decrease in EBIT in the second quarter of 2020 compared to the second quarter of 2019 was mainly due to a decrease in EBIT from Doble due to lower sales volumes of higher margin products and software mentioned above and the timing of their annual Client conference (second quarter of 2020 versus third quarter of 2019). The decrease in EBIT in the first six months of 2020 as compared to the first six months of 2019 was mainly due to the gain on sale of the Doble Watertown facility of approximately $8 million in the first quarter of 2019 as well as a decrease in EBIT from Doble due to lower sales volumes in the first six months of 2020. In addition, EBIT in the first quarter of 2020 was negatively impacted by approximately $0.6 million of facility move costs at Doble.

-Corporate

Corporate costs included in EBIT were ~~$10.9~~$8.8 million and ~~$20.6~~$18.1 million in the second quarter and first six months of ~~2020,~~2021, respectively, compared to ~~$9.8~~$10.9 million and ~~$19.9~~$20.6 million in the corresponding periods of ~~2019.~~2020. The ~~increase~~decrease in Corporate costs in the second quarter and first six months of ~~2020~~2021 compared to the corresponding periods of ~~2019~~2020 was mainly due to the decrease in pension expense as a result of the defined benefit pension plan termination in the fourth quarter of 2020 and losses on derivative instruments of $0.8 million recorded in the first six months of 2020.

INTEREST EXPENSE, NET

Interest expense was ~~$1.3~~$0.4 million and ~~$3.7~~$1.0 million in the second quarter and first six months of ~~2020,~~2021, respectively, and ~~$1.9~~$1.3 million and $3.7 million in the corresponding periods of ~~2019.~~2020. The decrease in interest expense in the second quarter and first six months of ~~2020 as~~2021 compared to the ~~second quarter~~corresponding periods of ~~2019~~2020 was mainly due to lower average outstanding borrowings ~~($150 million compared to $217 million) at relatively consistent~~and lower average interest ~~rates~~rates. Average outstanding borrowings were $23 million and $47 million in the second quarter and first six months of ~~3.2%.~~2021, respectively, and $150 million and $215 million in the corresponding periods of 2020.

INCOME TAX EXPENSE

The second quarter ~~2020~~2021 effective income tax rate from continuing operations was ~~11.0%~~23.5% compared to ~~11.4%~~11.0% in the second quarter of ~~2019.~~2020. The effective income tax rate in the first six months of ~~2020~~2021 was ~~16.9%~~23.1% compared to ~~19.4%~~16.9% for the first six months of ~~2019. The income~~2020. Income tax expense in the second quarter of 2021 was unfavorably impacted by return to provision true-ups increasing the second quarter and year-to-date effective tax rate by 0.6% and 0.3%, respectively. Income tax expense in the second quarter of 2020 was favorably impacted by the release of a valuation allowance of $2.8 million for foreign net operating losses decreasing the second quarter 2020 and year-to-date effective tax rate by 14.3% and 8.2%, respectively. The income tax expense in the second quarter and first six months of 2019 was favorably impacted by tax planning strategies to increase the foreign tax credits claimed retrospectively. The Company reduced the valuation allowance for excess foreign tax credits by $2.3 million and recorded an amended return receivable of $0.2 million, which favorably impacted the 2019 second quarter and year-to-date effective tax rate by 12.9% and 5.9%, respectively.

CAPITAL RESOURCES AND LIQUIDITY

The Company’s overall financial position and liquidity remains strong. The effects of COVID-19 have not materially affected liquidity. Working capital from continuing operations (current assets less current liabilities) ~~increased~~decreased to ~~$260.6~~$181.5 million at March 31, ~~2020~~2021 from ~~$229.8~~$190.6 million at September 30, ~~2019. Inventories increased~~2020. Accounts receivable decreased by ~~$16.1~~$19.5 million during this period due to a ~~$10.0~~$12.5 million decrease within the Test segment, a $5.7 million decrease within the Aerospace & Defense segment and a $1.3 million decrease within the USG segment; due to increased focus on collections during the period and timing of payments. Inventories increased by $9.2 million during this period due to a $3.2 million increase within the Aerospace & Defense segment, a ~~$3.2~~$3.3 million increase within the Test segment and a ~~$2.9~~$2.7 million increase within the USG ~~segment,~~segment; resulting primarily from the timing of receipt of raw materials to meet anticipated demand and ~~work-in-process due to~~ timing of ~~projects.~~manufacturing existing orders.

Net cash provided by operating activities from continuing operations was ~~$36.7~~$57.3 million and ~~$10.5~~$36.7 million in the first six months of ~~2020~~2021 and ~~2019,~~2020, respectively. The increase in net cash provided by operating activities from continuing operations in the first six months of ~~2020~~2021 as compared to the first six months of ~~2019~~2020 was mainly driven by lower working capital requirements.

Capital expenditures from continuing operations were ~~$21.2~~$13.2 million and ~~$10.1~~$21.2 million in the first six months of ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~increase~~decrease in the first six months of ~~2020~~2021 compared to the prior year period was mainly due to the building improvement additions in 2020 at the new Doble headquarters facility of approximately $7 ~~million and a $2.7 million increase in capital expenditures at VACCO primarily for construction of a new parking lot and certain machinery and equipment.~~million. In addition, the Company incurred expenditures for capitalized software of ~~$4.3~~$4.0 million and ~~$4.5~~$4.3 million in the first six months of 2021 and 2020, ~~and 2019,~~ respectively.

Credit Facility

At March 31, ~~2020,~~2021, the Company had approximately ~~$341~~$468 million available to borrow under its bank credit facility, a $250 million increase option subject to lender approval, and ~~$100.2~~$45.7 million cash on hand. At March 31, ~~2020,~~2021, the Company had ~~$150~~$22 million of

outstanding borrowings under the credit facility in addition to outstanding letters of credit of ~~$9.8~~$10.4 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.

Dividends

A dividend of $0.08 per share, totaling $2.1 million, was paid on ~~January 17,~~October 15, 2020 to stockholders of record as of October 1, 2020. A dividend of $0.08 per share, totaling $2.1 million, was paid on January ~~2, 2020.~~19, 2021 to stockholders of record as of January 4, 2021. Subsequent to March 31, ~~2020,~~2021, a quarterly dividend of $0.08 per share, totaling $2.1 million, was paid on April ~~17, 2020~~16, 2021 to stockholders of record as of April ~~2, 2020.~~1, 2021.

OUTLOOK

~~During~~Management’s current expectations for 2021 remain consistent with the ~~second quarter of~~details outlined in the Business Outlook section presented in the November 19, 2020 press release. In mid-year 2020, business disruptions related to the COVID-19 pandemic began to affect the Company’s ~~operations.~~operations and continued throughout the balance of the year. During 2021, the commercial aerospace and utility end-markets have seen some degree of customer stabilization, as well as notable pockets of recovery; however there is still uncertainty as to the timing and pace of the recovery in these areas. The wide distribution of viable COVID-19 vaccines is anticipated to benefit and accelerate the recovery of commercial air travel and utility spending with customers resuming normal testing protocols and equipment purchases, but Management has determined that it is advisable to wait before resuming specific guidance. Given ~~the considerable~~this uncertainty, ~~around the extent and duration of these economic circumstances,~~ it is difficult to predict how ~~our future operations~~the balance of 2021 will be affected using ~~our~~ normal forecasting ~~methodologies,~~methodologies; therefore, the Company will continue its suspension of forward-looking guidance.

To assist shareholders and analysts, Management will continue offering “directional” guidance for 2021, by stating that the Company is ~~suspending its previously issued~~seeing tangible signs of recovery in the second half of fiscal ~~year~~2021 that point to a solid outlook for the back half of the year. The outlook for the second half of 2021 is expected to compare favorably to the second half of 2020 ~~guidance.~~given the anticipated elements of COVID-19 recovery. Management’s current expectations for 2021 show growth in Sales, Adjusted EBITDA, and Adjusted EPS compared to 2020, with Adjusted EBITDA and Adjusted EPS reasonably consistent with 2019.

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, ~~2019.~~2020.

OTHER MATTERS

Contingencies

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

FORWARD LOOKING STATEMENTS

Statements contained in this Form 10-Q regarding future events and the Company’s future results that reflect or are based on current expectations, estimates, forecasts, projections or assumptions about the Company’s performance and the industries in which the Company operates are considered “forward-looking statements” within the meaning of the safe harbor provisions of the Federal

securities laws. These include, but are not necessarily limited to, statements about: the second quarter results, growth in Sales, Adjusted EBITDA, Adjusted EPS; the effects of a widely available COVID-19 vaccine; the continuing effects of the COVID-19 pandemic including any impairment toof the Company’s assets, impacts to commercial aerospace, military and navy markets which the Company serves, ~~and~~ the strength of the markets served by the Company’s Test and USG ~~segments;~~segments, and the timing of the recovery of certain end markets which the Company serves; the adequacy of the Company’s credit facility and the Company’s ability to increase it; the outcome of current litigation, claims and charges; cash flow; 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 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 ~~are~~will be offset by losses or gains on related underlying exposures; ~~the Company’s ability to hedge against or otherwise manage them through the use of derivative financial instruments;~~ 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, ~~2019~~2020 and in this Quarterly Report on Form 10-Q, and the following: the success and timing of available COVID-19 vaccines in ending the pandemic; the continuing impact of the COVID-19 pandemic including 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, ~~and weakening of economic conditions in served markets;~~ 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; ~~financial exposure in connection with the Company’s guarantee of a certain Aclara lease;~~ 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; 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. In 2018, the Company entered into three interest rate swaps with a notional amount of $150 million to hedge some of its exposure to variability in future interest payments on variable rate debt, of which one swap is outstanding as of March 31, 2020. In addition, theThe 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. ~~The interest rate swaps entered into during 2018 were not designated as cash flow hedges and, therefore, the gain or loss on the derivative is reflected in earnings each period.~~ There has been no material change to the Company’s market risks since September 30, ~~2019. See Note 13 to the Consolidated Financial Statements in Item 1 of this Report for a summary of the Company’s outstanding derivative financial instruments as of March 31,~~ 2020. Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2019~~2020 for further discussion about market risk.

ITEM 4. CONTROLS AND PROCEDURES

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

2621

PART II. OTHER INFORMATION

~~ITEM 1A. RISK FACTORS~~

“Item 1A. Risk Factors” of our most recent Form 10-K, filed November 29, 2019, includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Form 10-K.

~~The COVID-19 pandemic and its widespread effects on the United States and global economies may have a material adverse effect on our business which could continue for an unknown period of time.~~

The rapid spread of the COVID-19 virus, as well as the measures governments and private organizations have implemented in order to stem the spread of this pandemic, is resulting in significant worldwide disruptions and contractions in economic activity, including those resulting from “shelter in place” and similar orders, restrictions on non-essential business operations and travel, and increased unemployment. Significant governmental and business resources are being reallocated from normal governmental and business expenditures toward COVID-19 prevention and treatment as well as toward attempting to mitigate the effects of the pandemic on individuals physically or economically harmed by these economic disruptions.

The Company is subject to postponement or cancellation of certain contracts to which it is a party, including a substantial number of government contracts which may be delayed or terminated for convenience without penalty. Current restrictions and conditions may also prevent or delay the Company in accessing customer facilities to deliver products and provide services, and may disrupt or delay the Company’s supply chain. While the Company's businesses have been classified as essential businesses and allowed to remain in operation in jurisdictions in which facility closures have been mandated, the Company can give no assurance that this will not change in the future or that the Company's businesses will be classified as essential in each of the jurisdictions in which it operates. Further, although the Company has implemented prevention procedures at its own facilities, including enhanced cleaning procedures, social distancing efforts and working from home where feasible, and substantially all of its facilities have so far remained in business, due to the nature of the COVID-19 pandemic there can be no assurance that the Company will not suffer facility closures or other adverse effects on its business operations in the future.

These facts and circumstances may have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. The extent to which the COVID-19 pandemic will impact the Company’s business, results of operations, financial condition and cash flows in the future, and the length of time these impacts may continue, will depend on future developments that are highly uncertain and cannot be predicted at this time, including new information that may emerge concerning the severity of COVID-19, the longevity of COVID-19 and the actions to contain its impact.

ITEM 6. EXHIBITS


Exhibit Number	Description	Document Location

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

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

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

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

3.2	Bylaws	Exhibit 3.1 to the Company’s Form 8-K filed November 19, 2019

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”.

2822

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

Dated: May ~~8, 2020~~7, 2021

2923


	Six Months Ended
	March 31,
	2020		2019

Net sales	$	352,220	334,608
Costs and expenses:
Cost of sales		219,969	206,001
Selling, general and administrative expenses		82,087	77,867
Amortization of intangible assets		11,030	8,771
Interest expense, net		3,741	3,708
Other expenses (income), net		998	(5,357)
Total costs and expenses		317,825	290,990

Earnings before income taxes		34,395	43,618
Income tax expense		5,809	8,446
Earnings from continuing operations		28,586	35,172
(Loss) earnings from discontinued operations, net of tax expense of $269 and $52		(601)	942
Gain on sale of discontinued operations, net of tax expense of $23,734		76,614	—
Earnings from discontinued operations		76,013	942

Net earnings	$	104,599	36,114

Earnings per share:
Basic - Continuing operations	$	1.10	1.36
- Discontinued operations		2.93	0.04
- Net earnings	$	4.03	1.40

Diluted - Continuing operations	$	1.09	1.34
- Discontinued operations		2.91	0.04
- Net earnings	$	4.00	1.38


	September 30, 2019
Assets:
Accounts receivable, net	$	15.7
Contract assets, net		5.1
Inventories		3.9
Other current assets		0.6
Current assets		25.3
Property, plant & equipment, net		33.6
Intangible assets, net		11.4
Goodwill		19.0
Other assets		3.4
Total assets	$	92.7
Liabilities:
Accounts payable	$	7.6
Accrued expenses and other current liabilities		3.9
Current liabilities		11.5
Other liabilities		4.0
Total liabilities	$	15.5


		Fair
	Notional	Value		Fix
(In thousands)	amount	(US$)		Rate
Forward contracts	6,250	USD	(381)
Interest rate swap	150,000	USD	(1,997)	2.24	%