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, ~~2021~~2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

COMMISSION FILE NUMBER 1-10596

ESCO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)


MISSOURI	43-1554045
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

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

(314) 213-7200

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange
~~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, ~~2021~~2022
Common stock, $.01 par value per share		~~26,040,884~~25,850,916

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)


	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2021		2020	2022		2021

Net sales	$	166,644	180,492	$	204,928	165,894
Costs and expenses:
Cost of sales		103,113	113,242		128,375	103,553
Selling, general and administrative expenses		38,746	39,982		47,959	38,746
Amortization of intangible assets		4,917	5,220		6,510	4,917
Interest expense, net		432	1,320		1,020	432
Other (income) expenses, net		(1,903)	703
Other income, net					(604)	(1,903)
Total costs and expenses		145,305	160,467		183,260	145,745

Earnings before income taxes		21,339	20,025		21,668	20,149
Income tax expense		5,025	2,203		5,085	4,745
Net earnings	$	16,314	17,822	$	16,583	15,404

Earnings per share:
Basic -
Net earnings		0.63	0.69		0.64	0.59

Diluted -
Net earnings	$	0.62	0.68	$	0.64	0.59

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)


	Six Months Ended				Six Months Ended
	March 31,				March 31,
	2021		2020		2022		2021

Net sales	$	329,593		352,220	$	381,938		328,568
Costs and expenses:
Cost of sales		201,890		219,969		236,680		203,175
Selling, general and administrative expenses		79,746		82,087		94,594		79,746
Amortization of intangible assets		9,865		11,030		12,977		9,865
Interest expense, net		973		3,741		1,753		973
Other (income) expenses, net		(1,880)		998
Other income, net						(571)		(1,880)
Total costs and expenses		290,594		317,825		345,433		291,879

Earnings before income taxes		38,999		34,395		36,505		36,689
Income tax expense		8,999		5,809		8,398		8,467
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	$	28,107		28,222

Earnings per share:
Basic — Continuing operations	$	1.15		1.10
— Discontinued operations		—		2.93
— Net earnings	$	1.15		4.03
Basic — Net earnings					$	1.08		1.08

Diluted — Continuing operations	$	1.15		1.09
— Discontinued operations		—		2.91
— Net earnings	$	1.15		4.00
Diluted — Net earnings					$	1.08		1.08

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)


	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2021		2020	2021		2020	2022		2021	2022	2021
Net earnings	$	16,314	17,822		30,000	104,599	$	16,583	15,404	28,107	28,222
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		116	(6,885)		5,465	(2,962)		(2,811)	116	(5,311)	5,465
Total other comprehensive income (loss), net of tax		116	(6,885)		5,465	(2,962)		(2,811)	116	(5,311)	5,465
Comprehensive income	$	16,430	10,937		35,465	101,637	$	13,772	15,520	22,796	33,687

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)


	March 31,		September 30,		March 31,		September 30,
	2021		2020		2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	45,653		52,560	$	54,324		56,232
Accounts receivable, net		124,580		144,082
Accounts receivable, net of allowance for doubtful accounts of $3,403 and $3,445, respectively						140,497		146,341
Contract assets		95,002		96,746		111,453		93,771
Inventories, net		145,342		136,189		175,152		147,148
Other current assets		17,523		17,053		31,972		22,662
Total current assets		428,100		446,630		513,398		466,154
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
Property, plant and equipment, net of accumulated depreciation of $156,237 and $147,551, respectively						156,963		154,265
Intangible assets, net of accumulated amortization of $162,869 and $149,892, respectively						407,203		409,250
Goodwill		411,661		408,063		508,406		504,853
Operating lease assets		18,929		21,390		30,139		31,846
Other assets		10,050		10,938		9,677		10,977
Total assets	$	1,357,402		1,373,523	$	1,625,786		1,577,345

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and short-term borrowings	$	20,000		22,368	$	20,000		20,000
Accounts payable		47,091		50,525		71,811		56,669
Contract liabilities		106,622		100,551		108,629		106,045
Accrued salaries		28,740		32,149		30,150		39,768
Accrued other expenses		44,130		50,436		47,205		52,513
Total current liabilities		246,583		256,029		277,795		274,995
Deferred tax liabilities		59,949		60,938		82,187		73,560
Non-current operating lease liabilities		14,501		16,785		26,302		28,032
Other liabilities		39,362		38,176		42,329		47,062
Long-term debt		2,000		40,000		176,000		134,000
Total liabilities		362,395		411,928		604,613		557,649
Shareholders’ equity:
Preferred stock, par value $.01 per share, authorized 10,000,000 shares		—		—		—		—
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 30,645,625 and 30,645,625 shares, respectively		306		306
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 30,705,913 and 30,666,173 shares, respectively						307		307
Additional paid-in capital		295,796		293,682		298,353		297,644
Retained earnings		804,231		778,398		854,946		830,989
Accumulated other comprehensive income (loss), net of tax		1,808		(3,657)
Accumulated other comprehensive loss, net of tax						(7,472)		(2,161)
		1,102,141		1,068,729		1,146,134		1,126,779
Less treasury stock, at cost: 4,607,911 and 4,607,911 common shares, respectively		(107,134)		(107,134)
Less treasury stock, at cost: 4,826,545 and 4,604,741 common shares, respectively						(124,961)		(107,083)
Total shareholders’ equity		995,007		961,595		1,021,173		1,019,696
Total liabilities and shareholders’ equity	$	1,357,402		1,373,523	$	1,625,786		1,577,345

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Six Months Ended			Six Months Ended
	March 31,			March 31,
	2021		2020	2022		2021
Cash flows from operating activities:
Net earnings	$	30,000	104,599	$	28,107	28,222
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		24,292	20,115
Stock compensation expense		2,745	2,896		3,428	2,745
Changes in assets and liabilities		7,401	(16,247)		(41,451)	9,179
Gain on sale of building and land		(1,950)	—		—	(1,950)
Effect of deferred taxes		(989)	834		8,627	(989)
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		23,003	57,322
Cash flows from investing activities:
Acquisition of business, net of cash acquired		(6,684)	—		(15,592)	(6,684)
Proceeds from sale of building and land		1,950	—		—	1,950
Additions to capitalized software		(3,973)	(4,280)		(4,727)	(3,973)
Capital expenditures		(13,153)	(21,211)		(20,715)	(13,153)
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
Net cash used by investing activities					(41,034)	(21,860)
Cash flows from financing activities:
Proceeds from long-term debt and short-term borrowings		34,000	10,000		88,000	34,000
Principal payments on long-term debt and short-term borrowings		(74,368)	(145,000)		(46,000)	(74,368)
Purchases of common stock into treasury					(17,878)	—
Dividends paid		(4,167)	(4,156)		(4,150)	(4,167)
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)
Other					(2,719)	—
Net cash provided (used) by financing activities					17,253	(44,535)
Effect of exchange rate changes on cash and cash equivalents		2,166	875		(1,130)	2,166
Net (decrease) increase in cash and cash equivalents		(6,907)	38,387
Net decrease in cash and cash equivalents					(1,908)	(6,907)
Cash and cash equivalents, beginning of period		52,560	61,808		56,232	52,560
Cash and cash equivalents, end of period	$	45,653	100,195	$	54,324	45,653

Supplemental cash flow information:
Interest paid	$	281	3,477	$	1,002	281
Income taxes paid (including state and foreign)		14,047	23,098		1,558	14,047

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements, in the opinion of management, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods presented. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all the disclosures required for annual financial statements by accounting principles generally accepted in the United States of America (GAAP). 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, 2020.

The Company’s results for the three-month period ended March 31, ~~2021~~2022 are not necessarily indicative of the results for the entire ~~2021~~2022 fiscal year. References to the second quarters of ~~2021~~2022 and ~~2020~~2021 represent the fiscal quarters ended March 31, ~~2021~~2022 and ~~2020,~~2021, 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. Certain prior period deferred revenue amounts have been reclassified to noncurrent to conform with the current year presentation.

2. EARNINGS PER SHARE (EPS)

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


	Three Months			Six Months		Three Months		Six Months
	Ended March 31,		��	Ended March 31,		Ended March 31,		Ended March 31,
	2021	2020		2021	2020	2022	2021	2022	2021
Weighted Average Shares Outstanding — Basic	26,038	25,988		26,038	25,985	25,953	26,038	26,008	26,038
Dilutive Options and Restricted Shares	163	100		154	141
Dilutive Restricted Shares						92	163	90	154
Adjusted Shares — Diluted	26,201	26,088		26,192	26,126	26,045	26,201	26,098	26,192

3. ACQUISITION

On November 4, 2021, the Company acquired Networks Electronic Company, LLC (NEco) for a purchase price of approximately $15.2 million, net of cash acquired. NEco, based in Chatsworth, California, provides miniature electro-explosive devices utilized in mission-critical defense and aerospace applications. Since the date of acquisition, the operating results for the NEco business have been included as part of PTI in the A&D segment. The acquisition date fair value of the assets acquired and liabilities assumed primarily were as follows: approximately $0.6 million of accounts receivable, $1.5 million of inventory, $0.2 million of property, plant and equipment, $0.7 million of accounts payable and accrued expenses, $8.1 million of identifiable intangible assets, mainly consisting of customer relationships totaling $6.3 million. The acquired goodwill of $5.7 million related to excess value associated with opportunities to expand the services and products that the Company can offer to its customers. The Company anticipates that the goodwill will be deductible for tax purposes.

3.4. SHARE-BASED COMPENSATION

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

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

Compensation expense related to the ~~restricted share~~PARS/RSU awards was ~~$1.1~~$1.5 million and ~~$2.1~~$2.8 million for the three and six-month periods ended March 31, ~~2021,~~2022, respectively, and $1.1 million and ~~$2.3~~$2.1 million for the corresponding periods in ~~2020. There were 220,430 non-vested shares outstanding as~~2021. As of March 31, ~~2021.~~2022, there were 210,119 unvested stock units outstanding.

Non-Employee Directors Plan

Compensation expense related to the non-employee director grants was $0.3 million and $0.6 million for the three and six-month periods ended March 31, ~~2021,~~2022, respectively, and $0.3 million and $0.6 million for the corresponding periods in ~~2020.~~2021.

The total share-based compensation cost that has been recognized in the results of operations and included within selling, general and administrative expenses (SG&A) was ~~$1.4~~$1.7 million and ~~$2.7~~$3.4 million for the three and six-month periods ended March 31, ~~2021,~~2022, respectively, and ~~$1.5~~$1.4 million and ~~$2.9~~$2.7 million for the corresponding periods in ~~2020.~~2021. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $0.3 million and ~~$0.7~~$0.5 million for the three and six-month periods ended March 31, ~~2021,~~2022, respectively, and $0.3 million and $0.7 million for the corresponding periods in

~~2020.~~ 2021. As of March 31, ~~2021,~~2022, there was ~~$6.1~~$10.9 million of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a remaining weighted-average period of ~~1.5~~1.9 years.

4.5. INVENTORIES

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


	March 31,		September 30,	March 31,		September 30,
(In thousands)	2021		2020	2022		2021
Finished goods	$	29,363	28,471	$	37,434	32,998
Work in process		37,905	30,183		46,447	34,201
Raw materials		78,074	77,535		91,271	79,949
Total inventories	$	145,342	136,189
Total inventories, net				$	175,152	147,148

6.	GOODWILL AND OTHER INTANGIBLE ASSETS

Included on the Company’s Consolidated Balance Sheets at March 31, 2022 and September 30, 2021 are the following intangible assets gross carrying amounts and accumulated amortization:


	March 31,		September 30,
(Dollars in thousands)	2022		2021
Goodwill	$	508,406	504,853

Intangible assets with determinable lives:
Patents
Gross carrying amount	$	2,208	2,131
Less: accumulated amortization		1,029	972
Net	$	1,178	1,159

Capitalized software
Gross carrying amount	$	98,398	93,671
Less: accumulated amortization		67,013	63,740
Net	$	31,385	29,931

Customer relationships
Gross carrying amount	$	292,887	288,530
Less: accumulated amortization		88,933	80,882
Net	$	203,954	207,648

Other
Gross carrying amount	$	14,567	13,080
Less: accumulated amortization		5,897	4,301
Net	$	8,670	8,779
Intangible assets with indefinite lives:
Trade names	$	162,016	161,733

~~5. GOODWILL AND OTHER INTANGIBLE ASSETS~~

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

March 31,

September 30,
(Dollars in thousands)

2021

2020
Goodwill

$
411,661

408,063

Intangible assets with determinable lives:

Patents

Gross carrying amount

$
2,136

2,092
Less: accumulated amortization

915

858
Net

$
1,221

1,234

Capitalized software

Gross carrying amount

$
88,862

84,888
Less: accumulated amortization

60,563

57,302
Net

$
28,299

27,586

Customer relationships

Gross carrying amount

$
229,322

227,178
Less: accumulated amortization

73,864

67,643
Net

$
155,458

159,535

Other

Gross carrying amount

$
5,356

5,156
Less: accumulated amortization

3,586

3,260
Net

$
1,770

1,896
Intangible assets with indefinite lives:

Trade names

$
158,513

156,381

The changes in the carrying amount of goodwill attributable to each business segment for the six months ended March 31, ~~2021~~2022 is as ~~follows on a continuing operations basis:~~follows:

Aerospace

(Dollars in millions)

USG

Test

& Defense

Total
Balance as of September 30, 2020

271.9

34.1

102.1

408.1
Acquisition activity

—

—

2.5

2.5
Foreign currency translation

1.1

—

—

1.1
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.


					Aerospace
(Dollars in millions)	USG		Test		& Defense	Total
Balance as of September 30, 2021		366.5		34.1	104.3	504.9
Acquisition activity and adjustments		0.3		—	5.7	6.0
Foreign currency translation		(2.5)		—	—	(2.5)
Balance as of March 31, 2022	$	364.3		34.1	110.0	508.4

6.7. BUSINESS SEGMENT INFORMATION

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

The Aerospace & Defense segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair), Westland Technologies Inc. (Westland), Mayday Manufacturing Co. ~~and its affiliate Hi-Tech Metals, Inc. (collectively referred to as Mayday)~~(Mayday) and Globe Composite Solutions, LLC (Globe). The companies within this segment primarily design and manufacture specialty filtration, fluid control and naval products, including hydraulic filter elements and fluid control devices used in aerospace and defense applications; unique filter mechanisms used in micro-propulsion devices for satellites, ~~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 related subsidiaries including Morgan Schaffer ~~Ltd. (together~~and Altanova (collectively, Doble), and NRG Systems, Inc. (NRG). Doble is an industry leader in the development, manufacture and delivery of diagnostic testing solutions that enable electric power grid operators to assess the integrity of high voltage power delivery equipment. It combines three core elements for customers – diagnostic test and condition monitoring instruments, expert consulting, and testing services – and provides access to its large reserve of related empirical knowledge. NRG ~~designs~~is a global market leader in the design and ~~manufactures~~manufacture of decision support tools for the renewable energy industry, primarily wind and solar.

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

Management evaluates and measures the performance of its reportable segments based on “Net Sales” and “EBIT”, which are detailed in the table below. EBIT is defined as earnings ~~from continuing operations~~ before interest and taxes. ~~The table below is presented on the basis of continuing operations and excludes discontinued operations.~~


	Three Months			Six Months		Three Months			Six Months
	Ended March 31,			Ended March 31,		Ended March 31,			Ended March 31,
(In thousands)	2021		2020	2021	2020	2022		2021	2022	2021
NET SALES
Aerospace & Defense	$	83,278	95,124	150,169	172,635	$	84,821	82,528	155,065	149,144
USG		39,555	43,768	94,095	96,602		64,191	39,555	127,676	94,095
Test		43,811	41,600	85,329	82,983		55,916	43,811	99,197	85,329
Consolidated totals	$	166,644	180,492	329,593	352,220	$	204,928	165,894	381,938	328,568

EBIT
Aerospace & Defense	$	18,196	21,736	27,576	34,249	$	14,349	17,006	24,304	25,266
USG		6,725	4,866	19,456	14,153		11,314	6,725	24,705	19,456
Test		5,688	5,651	11,030	10,307		8,494	5,688	12,459	11,030
Corporate (loss)		(8,838)	(10,908)	(18,090)	(20,573)		(11,469)	(8,838)	(23,210)	(18,090)
Consolidated EBIT		21,771	21,345	39,972	38,136		22,688	20,581	38,258	37,662
Less: Interest expense		(432)	(1,320)	(973)	(3,741)		(1,020)	(432)	(1,753)	(973)
Earnings before income taxes	$	21,339	20,025	38,999	34,395	$	21,668	20,149	36,505	36,689

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.

7.8. DEBT

The Company’s debt is summarized as follows:


	March 31,		September 30,	March 31,		September 30,
(In thousands)	2021		2020	2022		2021
Total borrowings	$	22,000	62,368	$	196,000	154,000
Current portion of long-term debt and short-term borrowings		(20,000)	(22,368)
Current portion of long-term debt					(20,000)	(20,000)
Total long-term debt, less current portion	$	2,000	40,000	$	176,000	134,000

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

At March 31, ~~2021,~~2022, the Company had approximately ~~$468~~$296 million available to borrow under the Credit Facility, plus the $250 million increase option, subject to lender approval, in addition to ~~$45.7~~$54.3 million cash on hand. The Company classified ~~$20.0~~$20 million as the current portion of long-term debt as of March 31, ~~2021,~~2022, as the Company intends to repay this amount within the next twelve months; however, the Company has no contractual obligation to repay such amount during the next twelve months. The letters of credit issued and outstanding under the Credit Facility totaled ~~$10.4~~$8.1 million at March 31, ~~2021.~~2022.

Interest on borrowings under the Credit Facility is calculated at a spread over either the ~~London Interbank Offered Rate (LIBOR), the~~ New York Federal Reserve Bank Rate, or the prime rate or the London Interbank Offered Rate (LIBOR), depending on various factors. The Credit Facility also requires a facility fee ranging from 10 to 25 basis points per annum on the unused portion. The Credit Facility is secured by the unlimited guaranty of the Company’s direct and indirect material U.S. subsidiaries and the pledge of 100% of the equity interests of its direct and indirect material foreign subsidiaries. The financial covenants of the Credit Facility include a leverage ratio and an interest coverage ratio. The weighted average interest rates were ~~1.27%~~1.29% and ~~1.40% for the three and six- month periods ending March 31, 2021, respectively, and 3.24% and 3.21%~~1.23% for the three and six-month periods ending March 31, ~~2020.~~2022, respectively, and 1.27% and 1.40% for the three and six-month periods ending March 31, 2021. As of March 31, ~~2021,~~2022, the Company was in compliance with all covenants.

8.9. INCOME TAX EXPENSE

The second quarter ~~2021~~2022 effective income tax rate ~~from continuing operations~~ was 23.5% compared to ~~11.0%~~23.5% in the second quarter of ~~2020.~~2021. The effective income tax rate in the first six months of ~~2021~~2022 was ~~23.1%~~23.0% compared to ~~16.9%~~23.1% for the first six months of ~~2020. Income tax expense in~~2021. There were no significant or unusual items impacting the 2022 second quarter ~~of 2021 was unfavorably impacted by a change in our estimate of the fiscal 2020 research credit increasing the second quarter and~~or 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.rate.

9.10. SHAREHOLDERS’ EQUITY

The change in shareholders’ equity for the first three and six months of ~~2020~~2022 and ~~2019~~2021 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,
	2021	2020	2021	2020	2022			2021	2022	2021

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

Additional paid-in-capital
Beginning balance	294,735	293,056	293,682	292,408		296,277		294,735	297,644	293,682
Stock plans	1,061	1,731	2,114	2,379		2,076		1,061	709	2,114
Ending balance	295,796	294,787	295,796	294,787		298,353		295,796	298,353	295,796

Retained earnings
Beginning balance	790,000	769,439	778,398	684,741		840,434		786,563	830,989	775,829
Net earnings common stockholders	16,314	17,822	30,000	104,599		16,583		15,404	28,107	28,222
Dividends paid	(2,083)	(2,077)	(4,167)	(4,156)		(2,071)		(2,083)	(4,150)	(4,167)
Ending balance	804,231	785,184	804,231	785,184		854,946		799,884	854,946	799,884

Accumulated other comprehensive income (loss)
Beginning balance	1,692	(40,051)	(3,657)	(43,974)		(4,661)		1,692	(2,161)	(3,657)
Foreign currency translation	116	(6,885)	5,465	(2,962)		(2,811)		116	(5,311)	5,465
Ending balance	1,808	(46,936)	1,808	(46,936)		(7,472)		1,808	(7,472)	1,808

Treasury stock							��
Beginning balance	(107,134)	(107,259)	(107,134)	(107,259)		(117,080)		(107,134)	(107,083)	(107,134)
Issued under stock plans	—	125	—	125		(7,881)		—	(17,878)	—
Ending balance	(107,134)	(107,134)	(107,134)	(107,134)		(124,961)		(107,134)	(124,961)	(107,134)

Total equity	995,007	926,207	995,007	926,207		1,021,173		990,660	1,021,173	990,660

~~10.~~11

11. FAIR VALUE MEASUREMENTS

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

●

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

●

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

●

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

Financial Assets and Liabilities

The Company has estimated the fair value of its financial instruments as of March 31, ~~2021~~2022 and September 30, ~~2020~~2021 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, 2021:~~

(In thousands)

Level 1

Level 2


Level 3

Total
Assets (Liabilities):

Forward contracts

$
—

141

$
—

141

~~Valuation was based on third party evidence of similarly priced derivative instruments.~~and are immaterial.

Nonfinancial Assets and Liabilities

The Company’s nonfinancial assets such as property, plant and equipment, and other intangible assets are not measured at fair value on a recurring basis; however they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. NoNaN impairments were recorded during the three and six-month periods ended March 31, ~~2021.~~2022.

~~11.~~12. REVENUES

Disaggregation of Revenues

Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, ~~2021~~2022 are presented in the tables below as the Company deems it best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors. The tables below also include a reconciliation of the disaggregated revenue within each reportable ~~segment on a continuing operations basis.~~

Three months ended March 31, 2021

Aerospace






(In thousands)

& Defense

USG

Test

Total

Customer type:









Commercial

$
33,973

$
38,549

$
39,305

$
111,827

U.S. Government

49,305

1,006

4,506

54,817

Total revenues

$
83,278

$
39,555

$
43,811

$
166,644

Geographic location:









United States

$
73,037

$
27,445

$
22,965

$
123,447

International

10,241

12,110

20,846

43,197

Total revenues

$
83,278

$
39,555

$
43,811

$
166,644

Revenue recognition method:









Point in time

$
37,127

$
27,563

$
9,248

$
73,938

Over time

46,151

11,992

34,563

92,706

Total revenues

$
83,278

$
39,555

$
43,811

$
166,644

segment.

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


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

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

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


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

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

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

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.

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
Three months ended March 31, 2021									Aerospace
(In thousands)	& Defense		USG		Test		Total		& Defense		USG		Test		Total
Customer type:
Commercial	$	93,417	$	95,971	$	69,194	$	258,582	$	33,223	$	38,549	$	39,305	$	111,077
U.S. Government		79,218		631		13,789		93,638		49,305		1,006		4,506		54,817
Total revenues	$	172,635	$	96,602	$	82,983	$	352,220	$	82,528	$	39,555	$	43,811	$	165,894
										��
Geographic location:
United States	$	146,164	$	63,665	$	49,959	$	259,788	$	72,287	$	27,445	$	22,965	$	122,697
International		26,471		32,937		33,024		92,432		10,241		12,110		20,846		43,197
Total revenues	$	172,635	$	96,602	$	82,983	$	352,220	$	82,528	$	39,555	$	43,811	$	165,894

Revenue recognition method:
Point in time	$	82,897	$	72,524	$	17,019	$	172,440	$	37,127	$	27,563	$	9,248	$	73,938
Over time		89,738		24,078		65,964		179,780		45,401		11,992		34,563		91,956
Total revenues	$	172,635	$	96,602	$	82,983	$	352,220	$	82,528	$	39,555	$	43,811	$	165,894


Six months ended March 31, 2021	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	61,089	$	92,414	$	76,027	$	229,530
U.S. Government		88,055		1,681		9,302		99,038
Total revenues	$	149,144	$	94,095	$	85,329	$	328,568

Geographic location:
United States	$	129,824	$	64,490	$	46,231	$	240,545
International		19,320		29,605		39,098		88,023
Total revenues	$	149,144	$	94,095	$	85,329	$	328,568

Revenue recognition method:
Point in time	$	64,000	$	69,931	$	18,116	$	152,047
Over time		85,144		24,164		67,213		176,521
Total revenues	$	149,144	$	94,095	$	85,329	$	328,568

Revenue Recognition

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

For our overtime revenue recognized using the output method of costs incurred, contract cost is estimated utilizing current contract specifications and expected engineering requirements. Contract costs typically are incurred over a period of several months to one or more years, and the estimation of these costs requires judgment. Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals. We review and update our projections of costs quarterly or more frequently when circumstances significantly change. In addition, in the USG segment, we recognize revenue as a series of distinct services based on each day of providing services (straight-line over the contract term) for certain of our USG segment contracts. Under the typical payment terms of our service contracts, the customer pays us in advance of when services are performed. In addition, in the Test segment, we use milestones to measure progress for our Test segment contracts because it best depicts the transfer of control to the customer that occurs as we incur costs on our contracts.

Remaining Performance Obligations

Remaining performance obligations, which is the equivalent of backlog, represent the expected transaction price allocated to contracts that the Company expects to recognize as revenue in future periods when the Company performs under the contracts. These remaining obligations include amounts that have been formally appropriated under contracts with the U.S. Government, and exclude unexercised contract options and potential orders under ordering-type contracts such as Indefinite Delivery, Indefinite Quantity contracts. At March 31, ~~2021,~~2022, the Company had ~~$521.7~~$670.9 million in remaining performance obligations of which the Company expects to recognize revenues of approximately ~~72%~~77% in the next twelve months.

Contract assets and liabilities

Assets and liabilities related to contracts with customers are reported on a contract-by-contract basis at the end of each reporting period. Because of the timing difference of revenue recognition and customer billing, these contracts will often result in revenue recognized in excess of billings and billings in excess of costs incurred. At March 31, ~~2021,~~2022, contract assets and liabilities totaled ~~$95.0~~

$111.5 million and ~~$106.6~~$113.0 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 ~~2021,~~2022, the Company recognized approximately ~~$56~~$51 million in revenues that were included in the contract liabilities balance at September 30, ~~2020.~~2021. The increase in net contract assets in the first six months of 2022 was due to revenue being recognized for performance completed during the period that exceeded customer billings. Other factors that impacted the change in net contract liabilities were immaterial. At October 1, 2020, contract assets and liabilities totaled $94.3 million and $100.6 million, respectively.

~~12.~~13. LEASES

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

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

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

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

The components of lease costs are shown below:


	Three Months Ended		Three Months Ended		Three Months Ended		Three Months Ended
	March 31,		March 31,		March 31,		March 31,
(Dollars in thousands)	2021		2020		2022		2021
Finance lease cost
Amortization of right-of-use assets	$	492	$	622	$	607	$	492
Interest on lease liabilities		311		198		291		311
Operating lease cost		1,424		1,402		1,578		1,424
Total lease costs	$	2,227	$	2,222	$	2,476	$	2,227


	Six Months		Six Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	March 31,		March 31,		March 31,		March 31,
(Dollars in thousands)	2021		2020		2022		2021
Finance lease cost
Amortization of right-of-use assets	$	985	$	1,245	$	1,214	$	985
Interest on lease liabilities		623		335		593		623
Operating lease cost		2,877		2,750		3,131		2,877
Total lease costs	$	4,485	$	4,330	$	4,938	$	4,485

1415

Additional information related to leases are shown below:


	Three Months Ended		Three Months Ended		Three Months Ended		Three Months Ended
	March 31,		March 31,		March 31,		March 31,
(Dollars in thousands)	2021		2020		2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,375	$	1,380	$	1,512	$	1,375
Operating cash flows from finance leases		311		198		245		311
Financing cash flows from finance leases		419		377		304		419
Right-of-use assets obtained in exchange for operating lease liabilities						346		—


	Six Months		Six Months		Six Months Ended		Six Months Ended
	March 31,		March 31,		March 31,		March 31,
(Dollars in thousands)	2021		2020		2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,800	$	2,717	$	3,008	$	2,800
Operating cash flows from finance leases		623		335		492		623
Financing cash flows from finance leases		838		753		605		838
Right-of-use assets obtained in exchange for operating lease liabilities						1,247		—


					March 31, 2022		March 31, 2021
Weighted-average remaining lease term	March 31, 2021		March 31, 2020
Operating leases	5.76 years		6.37 years		9.9	years	5.8	years
Finance leases	12.2 years		12.7 years		12.5	years	12.2	years
Weighted-average discount rate
Operating leases	3.11	%	3.08	%	3.12	%	3.11	%
Finance leases	4.31	%	4.28	%	4.58	%	4.31	%

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on our Consolidated Balance Sheet on March 31, ~~2021:~~2022:


(Dollars in thousands)	Operating		Finance		Operating		Finance
Years Ending September 30:	Leases		Leases		Leases		Leases
2021 (excluding the six months ended March 31, 2021)	$	2,732		1,473
2022		4,907		3,015
2022 (excluding the six months ended March 31, 2022)					$	2,843	1,100
2023		3,984		3,098		5,244	2,256
2024		2,438		3,181		4,198	2,315
2025 and thereafter		7,173		28,285
2025						3,639	2,370
2026 and thereafter						20,161	21,431
Total minimum lease payments		21,234		39,052		36,085	29,472
Less: amounts representing interest		1,894		9,625		5,145	7,670
Present value of net minimum lease payments	$	19,340		29,427	$	30,940	21,802
Less: current portion of lease obligations		4,839		2,001		4,638	1,277
Non-current portion of lease obligations		14,501		27,426		26,302	20,525

ROU assets	$	18,929		25,182	$	30,139	18,129

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

1516

14. ADJUSTED QUARTERLY FINANCIAL INFORMATION

During 2021, the Company identified immaterial errors in the historical consolidated financial statements of Westland, within the A&D segment, that are being corrected as an immaterial revision of those financial statements. Specifically, the adjustments include net sales being overstated by $0.8 million in the second quarter of 2021, along with inventory being overstated and cost of goods sold being understated by $0.4 million in the second quarter of 2021. The tax impact of correcting these errors was a reduction in tax expense of $0.3 million in the second quarter of 2021. The table below shows the impact of these adjustments to the second quarter of 2021. Management has determined that these adjustments are not material to the prior year period.


	Second Quarter		Second Quarter
(Dollars in thousands, except per share amounts)	(As Reported)		(As Adjusted)

2021

Net sales	$	166,644	165,894
Cost of sales		103,113	103,553
Earnings before income taxes		21,339	20,149
Income tax expense		5,025	4,745
Net earnings		16,314	15,404

Diluted earnings (loss) per share:
Net earnings	$	0.62	0.59

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~~continued to create 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 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 our long-term outlook. Recognizing the uncertainty presented by this global pandemic, we are continuing to suspend our practice of providing financial guidance. Our businesses continue to face varying levels of pressure dependingincluding constraints on the markets they serve and the impact on the Company cannot be reasonably estimated at this time. 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.

Company’s supply chain. The economic uncertainty, changes in the propensity for the general public to travel by air, and reductions in demand for commercial aircraft as a result of the COVID-19 pandemic have adversely impacted net sales and operating results in certain of our ~~Aerospace and Defense~~A&D reporting units. ~~In addition, our Westland facility had a partial shutdown of its facility for several weeks during~~Additionally, the electric utility market has been impacted by reduced domestic electricity consumption related to the pandemic, which in turn impacts utility spending on investments in grid maintenance and testing.

Throughout 2021 and the first ~~quarter~~six months of ~~2021 due~~2022, our Navy, defense aerospace, space and Test segment end-markets have remained solid and we are now seeing recovery in our core markets most affected by the pandemic. We are encouraged by the growing strength of our entered orders across the commercial aerospace, electric utility and renewable energy end-markets. While there is still uncertainty as to ~~COVID-19.~~ the timing and pace of recovery in the commercial aerospace and electric utility markets, we have seen these markets begin to stabilize and expect strong growth in the second half of fiscal 2022.

We are also monitoring the impacts of COVID-19 on the fair value of assets. We do not currently anticipate any material asset impairments ~~on assets~~ as a result of ~~COVID-19.~~the COVID-19 global pandemic. We determined that there was no impairment for the three and ~~six months~~six-month period ended March 31, 2021 and the 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 change, and if they change negatively it could result in the need to write down those assets to fair value.2022. We will continue to monitor the impacts of COVID-19 on the fair value of assets. For further discussion, refer to Management’s Discussion and Analysis contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2020.~~

~~See the “Outlook” and “Part II – Other Information, Item 1A, Risk Factors” sections below for additional details.~~2021.

RESULTS OF OPERATIONS

References to the second quarters of ~~2021~~2022 and ~~2020~~2021 represent the three-month periods ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

OVERVIEW

In the second quarter of ~~2021,~~2022, sales, net earnings and diluted earnings per share were ~~$166.6~~$204.9 million, ~~$16.3~~$16.6 million and ~~$0.62~~$0.64 per share, respectively, compared to ~~$180.5~~$165.9 million, ~~$17.8~~$15.4 million and ~~$0.68~~$0.59 per share, respectively, in the second quarter of ~~2020.~~2021. In the first six months of ~~2021,~~2022, sales, net earnings and diluted earnings per share ~~from continuing operations~~ were ~~$329.6~~$381.9 million, ~~$30.0~~$28.1 million and ~~$1.15~~$1.08 per share, respectively, compared to ~~$352.2~~$328.6 million, ~~$28.6~~$28.2 million and ~~$1.09~~$1.08 per share, respectively, in the first six months of ~~2020.~~2021.

NET SALES

In the second quarter of ~~2021,~~2022, net sales of ~~$166.6~~$204.9 million were ~~$13.9~~$39.0 million, or ~~7.7%~~23.5%, ~~lower~~higher than the ~~$180.5~~$165.9 million in the second quarter of ~~2020.~~2021. In the first six months of ~~2021,~~2022, net sales of ~~$329.6~~$381.9 million were ~~$22.6~~$53.3 million, or ~~6.4%~~16.2%, ~~lower~~higher than the ~~$352.2~~$328.6 million in the first six months of ~~2020.~~2021. The ~~decrease~~increase in net sales in the second quarter of ~~2021~~2022 as compared to the second quarter of ~~2020~~2021 was due to ~~an $11.8~~a $24.6 million ~~decrease~~increase in the USG segment, a $12.1 million increase in the Test segment, and a $2.3 million increase in the Aerospace & Defense ~~segment and a $4.2 million decrease in the USG segment, partially offset by a $2.2 million increase in the Test~~ segment. The ~~decrease~~increase in net sales in the first six months of ~~2021~~2022 as compared to the first six months of ~~2020~~2021 was due to a ~~$22.4~~$33.5 million ~~decrease~~increase in the USG segment, a $13.8 million increase in the Test segment, and a $6.0 million increase in the Aerospace & Defense ~~segment and a $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 ~~2021,~~2022, net sales of ~~$83.3~~$84.8 million were ~~$11.8~~$2.3 million, or ~~12.4%~~2.8%, ~~lower~~higher than the ~~$95.1~~$82.5 million in the second quarter of ~~2020.~~2021. In the first six months of ~~2021,~~2022, net sales of ~~$150.2~~$155.1 million were ~~$22.4~~$6.0 million, or ~~13.0%~~4.0%, ~~lower~~higher than the ~~$172.6~~

$149.1 million in the first six months of ~~2020.~~2021. The sales ~~decrease~~increase in the second quarter of ~~2021~~2022 compared to the second quarter of ~~2020~~2021 was mainly due to a ~~$6.3~~$2.8 million increase in net sales at Mayday, a $1.0 million increase in net sales at PTI, a $0.9 million increase in net sales at Globe, an $0.8 million increase in net sales at Westland, a $0.4 million increase in net sales at Crissair, primarily due to an increase in commercial aerospace sales driven by the rebound from the COVID-19 pandemic, partially offset by a $3.6 million decrease in sales at VACCO driven by timing of navy defense projects. The sales increase in the first six months of 2022 compared to the first six months of 2021 was mainly due to a $4.5 million increase in net sales at Mayday, a $5.4 million ~~decrease in net sales at Crissair, a $4.7 million decrease~~increase in net sales at PTI, a $3.4 million increase in net sales at Westland, and a $0.3 million increase in net sales at Globe, primarily due to an increase in commercial aerospace sales driven by the ~~impact of~~rebound from 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~~$7.6 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~~VACCO driven by ~~the impact~~timing of ~~the COVID-19 pandemic, partially offset by a $7.8 million increase in net sales at VACCO and a $1.5 million increase in net sales at Globe.~~navy defense projects.

-USG

In the second quarter of ~~2021,~~2022, net sales of ~~$39.6~~$64.2 million were ~~$4.2~~$24.6 million, or ~~9.6%~~62.1%, ~~lower~~higher than the ~~$43.8~~$39.6 million in the second quarter of ~~2020.~~2021. In the first six months of ~~2021,~~2022, net sales of ~~$94.1~~$127.7 million were ~~$2.5~~$33.6 million, or ~~2.6%~~35.7%, ~~lower~~higher than the ~~$96.6~~$94.1 million in the first six months of ~~2020.~~2021. The ~~decrease~~increase in the second quarter and first six months of ~~2021~~2022 compared to the corresponding periods of ~~2020~~2021 was mainly due to ~~lower~~higher product and service revenue at Doble primarily driven by the ~~impact~~acquisitions of ~~COVID-19, partially offset by~~Altanova and Phenix, and an increase in product sales at NRG. The revenue contribution from the Altanova and Phenix acquisitions totaled $10.4 million and $25.0 million for the second quarter and first six months of 2022, respectively.

-Test

In the second quarter of ~~2021,~~2022, net sales of ~~$43.8~~$55.9 million were ~~$2.2~~$12.1 million, or ~~5.3%~~27.6%, higher than the ~~$41.6~~$43.8 million in the second quarter of ~~2020.~~2021. In the first six months of ~~2021,~~2022, net sales of ~~$85.3~~$99.2 million were ~~$2.3~~$13.9 million, or ~~2.8%~~16.3%, higher than the ~~$83.0~~$85.3 million in the first six months of ~~2020.~~2021. The increase in the second quarter of ~~2021~~2022 as compared to the second quarter of ~~2020~~2021 was primarily due to higher sales from the Company’s ~~Asian~~U.S. and ~~European~~Asian operations totaling ~~$4.1~~$12.8 million partially offset by a ~~$1.9~~$0.7 million decrease in sales from the segment’s ~~U.S.~~European operations due to the timing of test and measurement chamber projects. The increase in the first six months of ~~2021~~2022 compared to the first six months of ~~2020~~2021 was due to higher sales from the Company’s Asian and ~~European~~U.S. operations totaling ~~$7.7~~$17.3 million partially offset by a ~~$5.4~~$3.4 million decrease in sales from the segment’s ~~U.S.~~European operations due to the timing of test and measurement chamber projects.

ORDERS AND BACKLOG

Backlog was ~~$521.7~~$670.9 million at March 31, ~~2021~~2022 compared with ~~$517.4~~$592.0 million at September 30, ~~2020.~~2021. The Company received new orders totaling $236.5 million in the second quarter of 2022 compared to $176.2 million in the second quarter of ~~2021 compared to $245.6 million~~2021. Of the new orders received in the second quarter of ~~2020.~~2022, $94.6 million related to Aerospace & Defense products, $86.5 million related to USG products, and $55.4 million related to Test products. Of the new orders received in the second quarter of 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~~products, and $44.4 million related to ~~Aerospace & Defense products, $41.8 million related to~~ Test ~~products, and $47.8 million related to USG~~ products.

The Company received new orders totaling $460.9 million in the first six months of 2022 compared to $333.9 million in the first six months of ~~2021 compared to $466.1 million~~2021. Of the new orders received in the first six months of ~~2020.~~2022, $184.8 million related to Aerospace & Defense products, $152.7 million related to USG products, and $123.4 million related to Test products. Of the new orders received in the first six months of 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~~products, and $87.9 million related to ~~Aerospace & Defense products, $80.3 million related to~~ Test ~~products, and $100.8 million related to USG~~ products.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses for the second quarter of ~~2021~~2022 were ~~$38.7~~$48.0 million ~~(23.2%~~(23.4% of net sales), compared with ~~$40.0~~$38.7 million ~~(22.2%~~(23.3% of net sales) for the second quarter of ~~2020.~~2021. For the first six months of ~~2021,~~2022, SG&A expenses ~~from continuing operations~~ were ~~$79.7~~$94.6 million ~~(24.2%~~(24.8% of net sales) compared to ~~$82.1~~$79.7 million ~~(23.3%~~(24.3% of net sales) for the first six months of ~~2020.~~2021. The ~~decrease~~increase in SG&A in the second quarter and first six months of ~~2021~~2022 compared to the corresponding periods of ~~2020~~2021 was mainly due to ~~lower discretionary spending related to travel~~higher expenses at Doble as a result of the SG&A contribution from the Altanova and ~~other discretionary~~Phenix acquisitions and higher expenses at Corporate due to ~~the COVID-19 pandemic.~~acquisition related costs and professional fees.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets from continuing operations was ~~$4.9~~$6.5 million and ~~$9.9~~$13.0 million for the second quarter and first six months of ~~2021,~~2022, respectively, compared to ~~$5.2~~$4.9 million and ~~$11.0~~$9.9 million for the corresponding periods of ~~2020.~~2021. Amortization expenses consist of amortization of acquired intangible assets from acquisitions and other identifiable intangible assets (primarily

software). The ~~decrease~~increase in amortization expense in the second quarter and first six months of ~~2021~~2022 compared to the corresponding periods of ~~2020~~2021 was mainly due to ~~a decrease in amortization~~the Company’s recent acquisitions of ~~capitalized software.~~Phenix, Altanova and NEco.

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

Other ~~(income) expenses,~~income, net, was ~~$(1.9)~~$0.6 million of income in the second quarter of ~~2021~~2022 compared to ~~other expenses, net,~~$1.9 million of ~~$0.7 million~~income in the second quarter of ~~2020.~~2021. There were no individually significant items in other income, net, in the second quarter of 2022. 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 2020.~~

Other ~~(income) expenses,~~income, net, was ~~$(1.9)~~$0.6 million of income in the first six months of ~~2021~~2022 compared to ~~other expenses, net,~~$1.9 million of ~~$1.0 million~~income in the first six months of ~~2020.~~2021. There were no individually significant items in other income, net, in the first six months of 2022. The principal component of other ~~(income), expenses,~~income, net, in the first six months of 2021 was a gain of approximately $2 million for the final settlement on the sale of the Doble Watertown, MA building, partially offset by facility consolidation charges for the Doble Manta facility. ~~The principal component of other expenses, net, in the first six months of 2020 were losses on derivative instruments of $0.8 million.~~

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 67 to the Consolidated Financial Statements, above. EBIT was ~~$21.8~~$22.7 million ~~(13.1%~~(11.1% of net sales) for the second quarter of ~~2021~~2022 compared to ~~$21.3~~$20.6 million ~~(11.8%~~(12.4% of net sales) for the second quarter of ~~2020.~~2021. For the first six months of ~~2021,~~2022, EBIT was ~~$40.0~~$38.3 million ~~(12.1%~~(10.0% of net sales) compared to ~~$38.1~~$37.7 million ~~(10.8%~~(11.5% of net sales) for the first six months of ~~2020.~~2021.

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


	Three Months Ended				Six Months Ended		Three Months Ended				Six Months Ended
	March 31,				March 31,		March 31,				March 31,
(In thousands)	2021		2020		2021	2020	2022		2021		2022	2021
Net earnings							$	16,583		15,404	28,107	28,222
Plus: Interest expense, net								1,020		432	1,753	973
Plus: Income tax expense								5,085		4,745	8,398	8,467
Consolidated EBIT	$	21,771		21,345	39,972	38,136	$	22,688		20,581	38,258	37,662
Less: Interest expense, net		(432)		(1,320)	(973)	(3,741)
Less: Income tax		(5,025)		(2,203)	(8,999)	(5,809)
Net earnings from continuing operations	$	16,314		17,822	30,000	28,586

-– Aerospace & Defense

EBIT in the second quarter of ~~2021~~2022 was ~~$18.2~~$14.3 million ~~(21.8%~~(16.9% of net sales) compared to ~~$21.7~~$17.0 million ~~(22.8%~~(20.6% of net sales) in the second quarter of ~~2020.~~2021. EBIT in the first six months of ~~2021~~2022 was ~~$27.6~~$24.3 million ~~(18.4%~~(15.7% of net sales) compared to ~~$34.2~~$25.3 million ~~(19.8%~~(16.9% of net sales) in the first six months of ~~2020.~~2021. The decrease in EBIT in the second quarter and first six months of ~~2021~~2022 compared to the corresponding periods of ~~2020~~2021 was mainly due to lower sales volumes at ~~Mayday,~~VACCO and unfavorable product mix impact at PTI and Crissair ~~and PTI~~ partially offset by an increase in EBIT at ~~VACCO~~Westland, Mayday and Globe due to the higher sales volumes as mentioned above. ~~In addition,~~ EBIT in the first ~~quarter~~six months of 2022 was negatively impacted by a $0.3 million inventory step-up charge related to the NEco acquisition. EBIT in the first six months 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~~2022 was ~~$6.7~~$11.3 million ~~(17.0%~~(17.6% of net sales) compared to ~~$4.9~~$6.7 million ~~(11.1%~~(17.0% of net sales) in the second quarter of ~~2020.~~2021. EBIT in the first six months of ~~2021~~2022 was ~~$19.5~~$24.7 million ~~(20.7%~~(19.3% of net sales) compared to ~~$14.2~~$19.5 million ~~(14.7%~~(20.7% of net sales) in the first six months of ~~2020.~~2021. The increase in EBIT in the second quarter and first six months of ~~2021~~2022 compared to the ~~second quarter~~corresponding periods of ~~2020~~2021 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 at Doble and NRG as mentioned above. ~~The increase in~~ EBIT in the first six months of ~~2021 compared~~2022 was negatively impacted by approximately $0.5 million of inventory step-up charges related 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.Altanova acquisition.

-Test

EBIT in the second quarter of ~~2021~~2022 was ~~$5.7~~$8.5 million ~~(13.0%~~(15.2% of net sales) compared to $5.7 million ~~(13.6%~~(13.0% of net sales) in the second quarter of ~~2020.~~2021. EBIT in the first six months of ~~2021~~2022 was ~~$11.0~~$12.5 million ~~(12.9%~~(12.6% of net sales) compared to ~~$10.3~~$11.0 million ~~(12.4%~~(12.9% of net sales) in the first six months of ~~2020.~~2021. The increase in EBIT in the second quarter and first six months of ~~2021~~2022 compared to the ~~first six months~~corresponding periods of ~~2020~~2021 was primarily due to product mix and higher margins on projects mainly from the segment’s Asian and U.S. operations.

-20

– Corporate

Corporate costs included in EBIT were ~~$8.8~~$11.5 million and ~~$18.1~~$23.2 million in the second quarter and first six months of ~~2021,~~2022, respectively, compared to ~~$10.9~~$8.8 million and ~~$20.6~~$18.1 million in the corresponding periods of ~~2020.~~2021. The ~~decrease~~increase in Corporate costs in the second quarter and first six months of ~~2021~~2022 compared to the corresponding periods of ~~2020~~2021 was mainly due to the ~~decrease~~increase in ~~pension~~amortization expense ~~as a result~~ of acquired intangible assets related to the ~~defined benefit pension plan termination in the fourth quarter~~Company’s recent acquisitions of ~~2020~~Phenix, Altanova and ~~losses on derivative instruments of $0.8 million recorded in the first six months of 2020.~~NEco.

INTEREST EXPENSE, NET

Interest expense was ~~$0.4~~$1.0 million and ~~$1.0~~$1.8 million in the second quarter and first six months of ~~2021,~~2022, respectively, and ~~$1.3~~$0.4 million and ~~$3.7~~$1.0 million in the corresponding periods of ~~2020.~~2021. The ~~decrease~~increase in interest expense in the second quarter and first six months of ~~2021~~2022 compared to the corresponding periods of ~~2020~~2021 was mainly due to ~~lower~~higher average outstanding ~~borrowings and lower average interest rates.~~borrowings. Average outstanding borrowings were ~~$23~~$197 million and ~~$47~~$190 million in the second quarter and first six months of ~~2021,~~2022, respectively, and ~~$150~~$23 million and ~~$215~~$47 million in the corresponding periods of ~~2020.~~2021.

INCOME TAX EXPENSE

The second quarter ~~2021~~2022 effective income tax rate ~~from continuing operations~~ was 23.5% compared to ~~11.0%~~23.5% in the second quarter of ~~2020.~~2021. The effective income tax rate in the first six months of ~~2021~~2022 was ~~23.1%~~23.0% compared to ~~16.9%~~23.1% for the first six months of ~~2020. Income tax expense in~~2021. There were no significant or unusual items impacting the 2022 second quarter ~~of 2021 was unfavorably impacted by return to provision true-ups increasing the second quarter and~~or 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.rate.

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) ~~decreased~~increased to ~~$181.5~~$235.6 million at March 31, ~~2021~~2022 from ~~$190.6~~$191.2 million at September 30, ~~2020. Accounts receivable decreased~~2021. Inventories increased by ~~$19.5~~$28.0 million during this period due to a ~~$12.5~~$12.6 million ~~decrease~~increase within the Test segment, a ~~$5.7~~$10.2 million ~~decrease~~increase within the ~~Aerospace & Defense~~USG 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~~$5.2 million increase within the Aerospace & Defense segment ~~a $3.3 million increase within the Test segment and a $2.7 million increase within the USG segment;~~ resulting primarily from the timing of receipt of raw materials to meet anticipated demand and an increase in work in process inventories due to timing of manufacturing existing orders.

Net cash provided by operating activities ~~from continuing operations~~ was ~~$57.3~~$23.0 million and ~~$36.7~~$57.3 million in the first six months of ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~increase~~decrease in net cash provided by operating activities ~~from continuing operations~~ in the first six months of ~~2021~~2022 as compared to the first six months of ~~2020~~2021 was mainly driven by ~~lower~~higher working capital requirements.

Capital expenditures ~~from continuing operations~~ were ~~$13.2~~$20.7 million and ~~$21.2~~$13.2 million in the first six months of ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~decrease~~increase in the first six months of ~~2021~~2022 compared to the prior year period was mainly due to the ~~building improvement additions in 2020 at~~purchase of the ~~new Doble headquarters facility~~NRG building of approximately ~~$7 million.~~$10 million in the first quarter of 2022. In addition, the Company incurred expenditures for capitalized software of ~~$4.0~~$4.7 million and ~~$4.3~~$4.0 million in the first six months of 2022 and 2021, respectively.

Acquisition

Credit Facility

At March 31, ~~2021,~~2022, the Company had approximately ~~$468~~$296 million available to borrow under its bank credit facility, a $250 million increase option subject to lender approval, and ~~$45.7~~$54.3 million cash on hand. At March 31, ~~2021,~~2022, the Company had ~~$22~~$196 million of

outstanding borrowings under the credit facility in addition to outstanding letters of credit of ~~$10.4~~$8.1 million. Cash flow from operations and borrowings under the Company’s credit facility are expected to meet the Company’s capital requirements and operational needs for the foreseeable future. The Company’s ability to access the additional $250 million increase option of the credit facility is subject to acceptance by participating or other outside banks.

Share Repurchases

During the first six months of 2022, the Company repurchased approximately 229,000 shares for approximately $18.0 million. For further information on the share repurchases during the second quarter of 2022, see Part II, Item 2 of this Report.

Dividends

A dividend of $0.08 per share, totaling $2.1 million, was paid on October 15, ~~2020~~2021 to stockholders of record as of October 1, ~~2020.~~2021. A dividend of $0.08 per share, totaling $2.1 million, was paid on January 19, ~~2021~~2022 to stockholders of record as of January 4, ~~2021.~~2022. Subsequent to March 31, ~~2021,~~2022, a quarterly dividend of $0.08 per share, totaling $2.1 million, was paid on April ~~16, 2021~~19, 2022 to stockholders of record as of April ~~1, 2021.~~

~~OUTLOOK~~

Management’s current expectations for 2021 remain consistent with the 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 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 this uncertainty, it is difficult to predict how the balance of 2021 will be affected using normal forecasting 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 seeing tangible signs of recovery in the second half of fiscal 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 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 2019.4, 2022.

CRITICAL ACCOUNTING POLICIES

Management has evaluated the accounting policies used in the preparation of the Company’s financial statements and related notes and believes those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by Management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving Management judgments and estimates may be found in the Critical Accounting Policies section of Management’s Discussion and Analysis and in Note 1 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2020.~~2021.

OTHER MATTERS

Contingencies

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

FORWARD LOOKING STATEMENTS

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

securities laws. These include, but are not necessarily limited to, statements about: ~~the 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 of the Company’s assets, impacts to commercial aerospace, military and ~~navy~~utility markets which the Company serves, the strength of ~~the~~certain end markets served by the Company’s Test and USG segments, and the timing of the recovery of certain end markets which the Company ~~serves;~~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 deductibility of goodwill; estimates and assumptions that affect the reported amounts of assets and liabilities; the recognition of compensation cost related to share-based compensation arrangements; the Company’s ability to hedge against or otherwise manage market risks through the use of derivative financial instruments; the extent to which hedging gains or losses will be offset by losses or gains on related underlying exposures; and any other statements contained herein which are not strictly historical. Words such as expects, anticipates, targets, goals, projects, intends, plans, believes, estimates, variations of such words, and similar expressions are intended to identify such forward-looking statements.

Investors are cautioned that such statements are only predictions and speak only as of the date of this Form 10-Q, and the Company undertakes no duty to update them except as may be required by applicable laws or regulations. The Company’s actual results in the future may differ materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment, including but not limited to those described in Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2020 and in this Quarterly Report on Form 10-Q,~~2021, 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 the impacts of known or unknown COVID-19 variants, labor shortages, facility closures, shelter in place policies or quarantines, material shortages, transportation delays, termination or delays of Company contracts and the inability of our suppliers or customers to perform, the impacts of natural disasters on the Company’s operations and those of the Company’s customers and suppliers; the timing and content of future contract awards or customer orders; the appropriation, allocation and availability of Government funds; the termination for convenience of Government and other customer contracts or orders; weakening of economic conditions in served markets; the success of the Company’s competitors; changes in customer demands or customer insolvencies; competition; intellectual property rights; technical difficulties; the availability of selected acquisitions; delivery delays or defaults by customers; performance issues with key customers, suppliers and subcontractors; material changes in the costs and availability of certain raw materials; inflationary pressures on the Company’s costs of materials, components and supplies; labor disputes; changes in U.S. tax laws and regulations; other changes in laws and regulations including but not limited to changes in accounting standards and foreign taxation; changes in interest rates; costs relating to environmental matters arising from current or former facilities; uncertainty regarding the ultimate resolution of current disputes, claims, litigation or arbitration; and the integration of recently acquired businesses.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to the Company’s operations result primarily from changes in interest rates and changes in foreign currency exchange rates. The Company is exposed to market risk related to changes in interest rates and selectively uses derivative financial instruments, including forward contracts and swaps, to manage these risks. The Company’s Canadian subsidiary Morgan Schaffer enters into foreign exchange contracts to manage foreign currency risk as a portion of their revenue is denominated in U.S. dollars. All derivative instruments are reported on the balance sheet at fair value. For derivative instruments designated as cash flow hedges, the gain or loss on the respective derivative is deferred in accumulated other comprehensive income until recognized in earnings with the underlying hedged item. There has been no material change to the Company’s market risks since September 30, ~~2020.~~2021. Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2020~~2021 for further discussion about market risk.

ITEM 4. CONTROLS AND PROCEDURES

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

2123

PART II. OTHER INFORMATION

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

ISSUER PURCHASES OF EQUITY SECURITIES*


				Total Number of	Approximate Dollar
				Shares Purchased as	Value of Shares that
	Total Number	Average		Part of Publicly	May Yet Be
	of Shares	Price Paid		Announced Plans	Purchased Under the
Period	Purchased	per Share		or Programs	Plans or Programs*
January 1-31, 2022	—	$	N/A	—	$	190.0 million
February 1-28, 2022	42,217	$	71.04	42,217	$	187.0 million
March 1-31, 2022	71,131	$	70.27	71,131	$	182.0 million
Total	113,348	$	70.56	113,348	$	182.0 million

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

ITEM 6. EXHIBITS

Exhibit Number	Description	Document Location

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

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

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

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

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

10.1	Sub-Plan for Compensation of Non-Employee Directors under 2018 Omnibus Incentive Plan	Filed herewith

10.2	Form of Director Share Award Agreement for Non-Employee Directors	Filed herewith

31.1	Certification of Chief Executive Officer	Filed herewith

31.2	Certification of Chief Financial Officer	Filed herewith

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

101.INS	XBRL Instance Document*	Submitted herewith
101.SCH	XBRL Schema Document*	Submitted herewith
101.CAL	XBRL Calculation Linkbase Document*	Submitted herewith
101.DEF	XBRL Definition Linkbase Document*	Submitted herewith
101.LAB	XBRL Label Linkbase Document*	Submitted herewith
101.PRE	XBRL Presentation Linkbase Document*	Submitted herewith

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

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

2225

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ESCO TECHNOLOGIES INC.

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

Dated: May ~~7, 2021~~10, 2022

2326


(In thousands)	Level 1		Level 2		Level 3	Total
Assets (Liabilities):
Forward contracts	$	—	141	$	—	141


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