UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~DECEMBER 31, 2022~~JUNE 30, 2023


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

COMMISSION FILE NUMBER 1-10596

ESCO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

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

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

(314) 213-7200

(Registrant’s telephone number, including area code)

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

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

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

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


Class		Shares outstanding at ~~January~~July 31, 2023
Common stock, $.01 par value per share		~~25,805,275~~25,782,563

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
	December 31,			June 30,
	2022		2021	2023		2022

Net sales	$	205,501	177,010	$	248,749	219,066
Costs and expenses:
Cost of sales		126,383	108,305		147,274	134,454
Selling, general and administrative expenses		51,302	46,635		55,376	47,479
Amortization of intangible assets		6,861	6,467		7,132	6,406
Interest expense, net		1,658	733		2,495	1,331
Other expenses, net		398	33
Other expenses (income), net					966	(106)
Total costs and expenses		186,602	162,173		213,243	189,564

Earnings before income taxes		18,899	14,837		35,506	29,502
Income tax expense		4,172	3,313		7,563	6,329
Net earnings	$	14,727	11,524	$	27,943	23,173

Earnings per share:
Basic - Net earnings	$	0.57	0.44		1.08	0.90

Diluted - Net earnings	$	0.57	0.44	$	1.08	0.89

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)


	Nine Months Ended
	June 30,
	2023		2022

Net sales	$	683,386		601,004
Costs and expenses:
Cost of sales		415,953		371,134
Selling, general and administrative expenses		160,555		142,073
Amortization of intangible assets		21,023		19,383
Interest expense, net		6,422		3,084
Other expenses (income), net		1,678		(677)
Total costs and expenses		605,631		534,997

Earnings before income taxes		77,755		66,007
Income tax expense		17,207		14,727
Net earnings	$	60,548		51,280

Earnings per share:
Basic — Net earnings	$	2.35		1.98

Diluted — Net earnings	$	2.34		1.97

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)

Three Months Ended

December 31,

2022

2021
Net earnings

$
14,727

11,524
Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

11,513

(2,500)
Total other comprehensive income (loss), net of tax

11,513

(2,500)
Comprehensive income

$
26,240

9,024


	Three Months Ended			Nine Months Ended
	June 30,			June 30,
	2023		2022	2023	2022
Net earnings	$	27,943	23,173	60,548	51,280
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(821)	(11,905)	12,926	(17,216)
Total other comprehensive income (loss), net of tax		(821)	(11,905)	12,926	(17,216)
Comprehensive income	$	27,122	11,268	73,474	34,064

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)


	December 31,		September 30,		June 30,		September 30,
	2022		2022		2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	51,922		97,724	$	56,052		97,724
Accounts receivable, net of allowance for credit losses of $2,665 and $2,612, respectively		159,658		164,645
Contract assets, net		122,518		125,154
Inventories, net		181,743		162,403
Accounts receivable, net of allowance for credit losses of $3,112 and $2,612, respectively						192,146		164,645
Contract assets						128,284		125,154
Inventories						192,493		162,403
Other current assets		18,930		22,696		24,847		22,696
Total current assets		534,771		572,622		593,822		572,622
Property, plant and equipment, net of accumulated depreciation of $171,143 and $165,322, respectively		155,722		155,973
Intangible assets, net of accumulated amortization of $182,789 and $175,928, respectively		394,824		394,464
Property, plant and equipment, net of accumulated depreciation of $171,569 and $165,322, respectively						155,337		155,973
Intangible assets, net of accumulated amortization of $196,951 and $175,928, respectively						398,418		394,464
Goodwill		498,383		492,709		505,590		492,709
Operating lease assets		42,156		29,150		40,314		29,150
Other assets		10,133		9,538		10,028		9,538
Total assets	$	1,635,989		1,654,456	$	1,703,509		1,654,456

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and short-term borrowings	$	20,000		20,000
Current maturities of long-term debt					$	20,000		20,000
Accounts payable		73,770		78,746		76,761		78,746
Contract liabilities, net		121,220		125,009
Contract liabilities						122,526		125,009
Accrued salaries		27,339		40,572		38,428		40,572
Accrued other expenses		50,431		53,802		51,236		53,802
Total current liabilities		292,760		318,129		308,951		318,129
Deferred tax liabilities		81,213		82,023		78,585		82,023
Non-current operating lease liabilities		38,346		24,853		36,815		24,853
Other liabilities		45,272		48,294		44,115		48,294
Long-term debt		112,000		133,000		128,000		133,000
Total liabilities		569,591		606,299		596,466		606,299
Shareholders’ equity:
Preferred stock, par value $.01 per share, authorized 10,000,000 shares		—		—		—		—
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 30,745,335 and 30,707,748 shares, respectively		307		307
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 30,751,449 and 30,707,748 shares, respectively						308		307
Additional paid-in capital		300,697		301,553		305,555		301,553
Retained earnings		917,682		905,022		959,381		905,022
Accumulated other comprehensive loss, net of tax		(20,251)		(31,764)		(18,839)		(31,764)
		1,198,435		1,175,118		1,246,405		1,175,118
Less treasury stock, at cost: 4,912,636 and 4,854,997 common shares, respectively		(132,037)		(126,961)
Less treasury stock, at cost: 4,995,414 and 4,854,997 common shares, respectively						(139,362)		(126,961)
Total shareholders’ equity		1,066,398		1,048,157		1,107,043		1,048,157
Total liabilities and shareholders’ equity	$	1,635,989		1,654,456	$	1,703,509		1,654,456

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Three Months Ended			Nine Months Ended
	December 31,			June 30,
	2022		2021	2023		2022
Cash flows from operating activities:
Net earnings	$	14,727	11,524	$	60,548	51,280
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		12,367	12,172		37,699	36,247
Stock compensation expense		1,860	1,685		7,007	5,318
Changes in assets and liabilities		(36,920)	(30,837)		(72,346)	(60,172)
Effect of deferred taxes		(1,042)	7,402		(3,706)	9,020
Net cash (used) provided by operating activities		(9,008)	1,946
Net cash provided by operating activities					29,202	41,693
Cash flows from investing activities:
Acquisition of business, net of cash acquired		—	(15,592)		(17,694)	(15,592)
Additions to capitalized software		(2,795)	(1,958)
Additions to capitalized software and other					(9,263)	(9,359)
Capital expenditures		(4,791)	(14,133)		(16,993)	(25,893)
Net cash used by investing activities		(7,586)	(31,683)		(43,950)	(50,844)
Cash flows from financing activities:
Proceeds from long-term debt and short-term borrowings		17,000	74,000		88,000	111,000
Principal payments on long-term debt and short-term borrowings		(38,000)	(30,000)		(93,000)	(64,000)
Purchases of common stock into treasury					(12,401)	(19,878)
Dividends paid		(2,067)	(2,079)		(6,189)	(6,219)
Purchases of common stock into treasury		(4,147)	(9,997)
Other		(2,412)	(2,737)		(2,557)	(2,787)
Net cash (used) provided by financing activities		(29,626)	29,187		(26,147)	18,116
Effect of exchange rate changes on cash and cash equivalents		418	33		(777)	(4,178)
Net decrease in cash and cash equivalents		(45,802)	(517)
Net (decrease) increase in cash and cash equivalents					(41,672)	4,787
Cash and cash equivalents, beginning of period		97,724	56,232		97,724	56,232
Cash and cash equivalents, end of period	$	51,922	55,715	$	56,052	61,019

Supplemental cash flow information:
Interest paid	$	1,875	388	$	5,564	1,685
Income taxes paid		200	195
Income taxes paid (including state and foreign)					18,313	5,574

See accompanying notes to condensed consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

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

The Company’s results for the three-month period ended ~~December 31, 2022~~June 30, 2023 are not necessarily indicative of the results for the entire 2023 fiscal year. References to the ~~first~~third quarters of 2023 and 2022 represent the fiscal quarters ended ~~December 31,~~June 30, 2023 and 2022, ~~and 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.

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		Three Months		Nine Months
	Ended December 31,		Ended June 30,		Ended June 30,
	2022	2021	2023	2022	2023	2022
Weighted Average Shares Outstanding — Basic	25,863	26,060	25,757	25,856	25,808	25,959
Dilutive Restricted Shares	80	82	70	94	82	91
Adjusted Shares — Diluted	25,943	26,142	25,827	25,950	25,890	26,050

3. ACQUISITION

On February 1, 2023, the Company acquired CMT Materials, LLC and its affiliate Engineered Syntactic Systems, LLC (CMT) for a purchase price of approximately $18 million, net of cash acquired. CMT, based in Attleboro, Massachusetts, is a supplier of syntactic materials for buoyancy and specialty applications. Since the date of acquisition, the operating results for the CMT business have been included as part of Globe in the A&D segment. The acquisition date fair value of the assets acquired and liabilities assumed primarily were as follows: approximately $1.7 million of accounts receivable, $3.0 million of inventory, $1.3 million of property, plant and equipment, $1.2 million of accounts payable and accrued expenses, $7.3 million of identifiable intangible assets, mainly consisting of customer relationships totaling $6.2 million. The acquired goodwill of $5.6 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. The Company received a $0.2 million working capital settlement during the third quarter of 2023.

4. SHARE-BASED COMPENSATION

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

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

Compensation expense related to ~~these~~the PARS/RSU awards was $1.4 million and $6.0 million for the three and nine-month periods ended June 30, 2023, respectively, and $1.6 million and ~~$1.4~~$4.4 million for the ~~three-month~~corresponding periods ~~ended December 31, 2022 and 2021, respectively. There~~in 2022. As of June 30, 2023, there were ~~223,233 non-vested shares outstanding as of December 31, 2022.~~196,648 unvested stock units outstanding.

Non-Employee Directors Plan

Compensation expense related to the non-employee director grants was $0.3 million and ~~$0.3~~$1.0 million for the ~~three-month~~three and nine-month periods ended ~~December 31, 2022~~June 30, 2023, respectively, and ~~2021, respectively.~~$0.3 million and $0.9 million for the corresponding periods in 2022.

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 $1.7 million and $7.0 million for the three and nine-month periods ended June 30, 2023, respectively, and $1.9 million and ~~$1.7~~$5.3 million for the ~~three-month~~corresponding periods ~~ended December 31, 2022 and 2021, respectively.~~in 2022. The total income tax benefit recognized in results of operations for share-based compensation arrangements was ~~$0.1~~$0.2 million and $0.9 million for the three and nine-month periods ended June 30, 2023, respectively, and $0.4 million and $1.0 million for the ~~three-month~~corresponding periods ~~ended December 31, 2022 and 2021, respectively.~~in 2022. As of ~~December 31, 2022~~June 30, 2023, there was ~~$12.0~~$10.7 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 ~~2.0~~1.8 years.

4.5. INVENTORIES

Inventories ~~net,~~ consist of the following:


	December 31,		September 30,	June 30,		September 30,
(In thousands)	2022		2022	2023		2022
Finished goods	$	31,723	32,471	$	37,082	32,471
Work in process		46,514	38,492		48,579	38,492
Raw materials		103,506	91,440		106,832	91,440
Total inventories, net	$	181,743	162,403
Total inventories				$	192,493	162,403

5.6.	GOODWILL AND OTHER INTANGIBLE ASSETS

Included on the Company’s Consolidated Balance Sheets at ~~December 31, 2022~~June 30, 2023 and September 30, 2022 are the following intangible assets gross carrying amounts and accumulated ~~amortization from continuing operations:~~amortization:

December 31,

September 30,
(Dollars in thousands)

2022

2022
Goodwill

$
498,383

492,709

Intangible assets with determinable lives:

Patents

Gross carrying amount

$
2,373

2,353
Less: accumulated amortization

1,122

1,091
Net

$
1,251

1,262

Capitalized software

Gross carrying amount

$
109,379

106,583
Less: accumulated amortization

72,605

70,476
Net

$
36,774

36,107

Customer relationships

Gross carrying amount

$
291,067

287,447
Less: accumulated amortization

100,910

96,921
Net

$
190,157

190,526

Other

Gross carrying amount

$
14,322

13,985
Less: accumulated amortization

8,066

7,440
Net

$
6,256

6,545
Intangible assets with indefinite lives:

Trade names

$
160,386

160,024

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

Aerospace

(Dollars in millions)

USG

Test

& Defense

Total
Balance as of September 30, 2022

$
348.7

34.0

110.0

492.7
Foreign currency translation

5.7

—

—

5.7
Balance as of December 31, 2022

$
354.4

34.0

110.0

498.4


	June 30,		September 30,
(Dollars in thousands)	2023		2022
Goodwill	$	505,590	492,709

Intangible assets with determinable lives:
Patents
Gross carrying amount	$	2,433	2,353
Less: accumulated amortization		1,186	1,091
Net	$	1,247	1,262

Capitalized software
Gross carrying amount	$	118,529	106,583
Less: accumulated amortization		77,308	70,476
Net	$	41,221	36,107

Customer relationships
Gross carrying amount	$	298,110	287,447
Less: accumulated amortization		109,186	96,921
Net	$	188,924	190,526

Other
Gross carrying amount	$	14,345	13,985
Less: accumulated amortization		9,271	7,440
Net	$	5,074	6,545
Intangible assets with indefinite lives:
Trade names	$	161,952	160,024

6.The changes in the carrying amount of goodwill attributable to each business segment for the nine months ended June 30, 2023 is as follows:


					Aerospace
(Dollars in millions)	USG		Test		& Defense	Total
Balance as of September 30, 2022	$	348.7		34.0	110.0	492.7
Acquisition activity and adjustments		—		—	5.6	5.6
Foreign currency translation		7.3		—	—	7.3
Balance as of June 30, 2023	$	356.0		34.0	115.6	505.6

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 reportable segments for financial reporting purposes: Aerospace & Defense, ~~(A&D),~~ Utility Solutions Group (USG), and RF Shielding and Test (Test)~~.The A&D~~.

The Aerospace & Defense segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair), Mayday Manufacturing Co. (Mayday), ~~Westland Technologies, Inc. (Westland) and~~ Globe Composite Solutions, LLC (Globe) and Westland Technologies Inc. (Westland). The companies within this segment primarily design and manufacture specialty filtration, fluid control and naval products, including hydraulic filter elements and fluid control devices used in aerospace and defense applications; unique filter mechanisms used in micro-propulsion devices for satellites, custom designed filters for manned aircraft and ~~submarines,~~submarines; products and systems to reduce vibration and/or acoustic signatures and otherwise reduce or obscure a vessel’s signature, and other communications, sealing, surface control and hydrodynamic related applications to enhance U.S. Navy maritime survivability; precision-tolerance machined components for the aerospace and defense industry; and metal processing services.

The USG segment’s operations consist primarily of Doble Engineering Company and related subsidiaries including Morgan Schaffer and Altanova (collectively, Doble), and NRG Systems, Inc. (NRG). Doble is an industry leader in the development, manufacture and delivery of diagnostic testing ~~and data management~~ solutions that enable electric power grid operators to assess the integrity of high voltage power delivery equipment. It combines three core elements for customers – diagnostic test and condition monitoring instruments, expert consulting, and testing services – and provides access to its large reserve of related empirical knowledge. NRG is a global market leader in the design and manufacture of decision support tools for the renewable energy industry, primarily wind and solar.

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

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


	Three Months			Three Months			Nine Months
	Ended December 31,			Ended June 30,			Ended June 30,
(In thousands)	2022		2021	2023		2022	2023	2022
NET SALES
Aerospace & Defense	$	82,983	70,244	$	103,469	92,606	285,434	247,671
USG		71,045	63,485		89,966	67,201	240,172	194,877
Test		51,473	43,281		55,314	59,259	157,780	158,456
Consolidated totals	$	205,501	177,010	$	248,749	219,066	683,386	601,004

EBIT
Aerospace & Defense	$	12,536	9,955	$	21,665	20,738	52,996	45,042
USG		16,131	13,391		20,351	13,135	50,543	37,840
Test		5,411	3,965		8,643	8,354	21,280	20,813
Corporate (loss)		(13,521)	(11,741)		(12,658)	(11,394)	(40,642)	(34,604)
Consolidated EBIT		20,557	15,570		38,001	30,833	84,177	69,091
Less: Interest expense		(1,658)	(733)		(2,495)	(1,331)	(6,422)	(3,084)
Earnings before income taxes	$	18,899	14,837	$	35,506	29,502	77,755	66,007

Non-GAAP Financial Measures

The financial measure “EBIT” is presented in the above table and elsewhere in this Report. EBIT on a consolidated basis is a non-GAAP financial measure. Management believes that EBIT is useful in assessing the operational profitability of the Company’s business segments because it excludes interest and taxes, which are generally accounted for across the entire Company on a consolidated basis. EBIT is also one of the measures used by management in determining resource allocations within the Company as well as incentive compensation. A reconciliation of EBIT to net earnings is set forth in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – EBIT.

The Company believes that the presentation of EBIT provides important supplemental information to investors to facilitate comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. However, the Company’s non-GAAP financial measures may not be comparable to other companies’ non-GAAP financial performance measures. Furthermore, the use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.

7.8. DEBT

The Company’s debt is summarized as follows:


	December 31,		September 30,	June 30,		September 30,
(In thousands)	2022		2022	2023		2022
Total borrowings	$	132,000	153,000	$	148,000	153,000
Current portion of long-term debt		(20,000)	(20,000)		(20,000)	(20,000)
Total long-term debt, less current portion	$	112,000	133,000	$	128,000	133,000

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

At ~~December 31, 2022,~~June 30, 2023, the Company had approximately ~~$360~~$345 million available to borrow under the Credit Facility, plus the $250 million increase option, subject to lenders’ consent, in addition to ~~$51.9~~$56.1 million cash on hand. The Company classified $20 million as the current portion of long-term debt as of ~~December 31, 2022,~~June 30, 2023, 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 ~~$8.2~~$7.4 million at ~~December 31, 2022.~~June 30, 2023.

Interest on borrowings under the Credit Facility is calculated at a spread over either the ~~New York Federal Reserve Bank~~Standard Overnight Financing Rate (SOFR) 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 interest rate spreads on the facility and the facility fee are subject to increase or decrease depending on the Company’s leverage ratio. The weighted average interest rates were ~~4.56%~~6.05% and ~~1.17%~~5.57% for the ~~three-month~~three and nine-month periods ending ~~December 31, 2022~~June 30, 2023, respectively, and ~~2021, respectively.~~2.20% and 1.57% for the three and nine-month periods ending June 30, 2022. As of ~~December 31, 2022,~~June 30, 2023, the Company was in compliance with all covenants.

8.9. INCOME TAX EXPENSE

The ~~first~~third quarter 2023 effective income tax rate was 21.3% compared to 21.5% in the third quarter of 2022. The effective income tax rate in the first nine months of 2023 was 22.1% compared to 22.3% infor the first ~~quarter~~nine months of 2022. The income tax expense in the third quarter and first ~~quarter~~nine months of 2023 was favorably impacted by ~~excess~~ tax ~~benefit~~return to provision true-ups related to the ~~vesting of share-based compensation~~federal research and ~~the release of a valuation allowance on acquired federal net operating losses,~~development tax credit, decreasing the ~~effective tax~~third quarter and year-to-date rate ~~for the quarter~~ by ~~1.3%.Income~~0.9% and 0.4%, respectively.

The income tax expense in the third quarter and first ~~quarter~~nine months of 2022 was favorably impacted by ~~excess~~ tax ~~benefit related~~return to provision true-ups on U.S. tax on the ~~vesting~~distribution of ~~share-based compensation,~~foreign earnings, and the re-rating of deferred taxes as a result of a Vermont law change, decreasing the third quarter and year-to-date effective tax rate ~~for the quarter~~ by ~~1.7%.~~1.6% and 0.7%, respectively.

9.10. SHAREHOLDERS’ EQUITY

The change in shareholders’ equity for the first three and nine months ~~ended December 31,~~of 2023 and 2022 ~~and 2021~~ is shown below (in thousands):


	Three Months Ended December 31,			Three Months Ended June 30,			Nine Months Ended June 30,
	2022		2021	2023		2022	2023	2022

Common stock
Beginning balance	$	307	307		308	307	307	307
Stock plans		—	—		—	—	1	—
Ending balance		307	307		308	307	308	307

Additional paid-in-capital
Beginning balance		301,553	297,644		304,184	298,353	301,553	297,644
Stock plans		(856)	(1,367)		1,371	1,510	4,002	2,219
Ending balance		300,697	296,277		305,555	299,863	305,555	299,863

Retained earnings
Beginning balance		905,022	830,989		933,499	854,946	905,022	830,989
Net earnings common stockholders		14,727	11,524
Net earnings					27,943	23,173	60,548	51,280
Dividends paid		(2,067)	(2,079)		(2,061)	(2,069)	(6,189)	(6,219)
Ending balance		917,682	840,434		959,381	876,050	959,381	876,050

Accumulated other comprehensive income (loss)
Beginning balance		(31,764)	(2,161)		(18,018)	(7,472)	(31,764)	(2,161)
Foreign currency translation		11,513	(2,500)		(821)	(11,905)	12,925	(17,216)
Ending balance		(20,251)	(4,661)		(18,839)	(19,377)	(18,839)	(19,377)

Treasury stock
Beginning balance		(126,961)	(107,083)		(139,178)	(124,961)	(126,961)	(107,083)
Share repurchases		(5,076)	(9,997)		(184)	(2,000)	(12,401)	(19,878)
Ending balance		(132,037)	(117,080)		(139,362)	(126,961)	(139,362)	(126,961)

Total equity	$	1,066,398	1,015,277		1,107,043	1,029,882	1,107,043	1,029,882

~~10.~~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 ~~December 31, 2022~~June 30, 2023 and September 30, 2022 using available market information or other appropriate valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, inventories, payables, and other current assets and liabilities approximate fair value because of the short maturity of those instruments.

Fair Value of Financial Instruments

The Company’s forward contracts and interest rate swaps are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, and are immaterial.

Nonfinancial Assets and Liabilities

The Company’s nonfinancial assets such as property, plant and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. No impairments were recorded during the ~~three-month period~~three and nine-month periods ended ~~December 31, 2022.~~June 30, 2023.

~~11.~~12. REVENUES

Disaggregation of Revenues

Revenues by customer type, geographic location, and revenue recognition method for the ~~three-month period~~three and nine-month periods ended ~~December 31, 2022~~June 30, 2023 are presented in the ~~table~~tables below as the Company deems it best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors. The ~~table~~tables below also ~~includes~~include a reconciliation of the disaggregated revenue within each reportable segment.


	Aerospace
Three months ended June 30, 2023									Aerospace
(In thousands)	& Defense		USG		Test		Total		& Defense		USG		Test		Total
Customer type:
Commercial	$	36,740	$	70,162	$	45,992	$	152,894	$	51,303	$	88,442	$	48,407	$	188,152
U.S. Government		46,243		883		5,481		52,607
Government										52,166		1,524		6,907		60,597
Total revenues	$	82,983	$	71,045	$	51,473	$	205,501	$	103,469	$	89,966	$	55,314	$	248,749

Geographic location:
United States	$	68,934	$	46,379	$	27,503	$	142,816	$	86,031	$	55,011	$	32,246	$	173,288
International		14,049		24,666		23,970		62,685		17,438		34,955		23,068		75,461
Total revenues	$	82,983	$	71,045	$	51,473	$	205,501	$	103,469	$	89,966	$	55,314	$	248,749

Revenue recognition method:
Point in time	$	33,604	$	56,031	$	9,101	$	98,736	$	48,496	$	74,128	$	11,496	$	134,120
Over time		49,379		15,014		42,372		106,765		54,973		15,838		43,818		114,629
Total revenues	$	82,983	$	71,045	$	51,473	$	205,501	$	103,469	$	89,966	$	55,314	$	248,749


Nine months ended June 30, 2023	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	136,271	$	236,715	$	137,587	$	510,573
Government		149,163		3,457		20,193		172,813
Total revenues	$	285,434	$	240,172	$	157,780	$	683,386

Geographic location:
United States	$	237,481	$	154,410	$	87,253	$	479,144
International		47,953		85,762		70,527		204,242
Total revenues	$	285,434	$	240,172	$	157,780	$	683,386

Revenue recognition method:
Point in time	$	129,355	$	194,240	$	32,565	$	356,160
Over time		156,079		45,932		125,215		327,226
Total revenues	$	285,434	$	240,172	$	157,780	$	683,386

1113

Revenues by customer type, geographic location, and revenue recognition method for the ~~three-month period~~three and nine-month periods ended ~~December 31, 2021~~June 30, 2022 are presented in the ~~table below:~~tables below.


Three months ended June 30, 2022	Aerospace
(In thousands)	& Defense		USG		Test		Total
Customer type:
Commercial	$	38,918	$	65,610	$	54,449	$	158,977
Government		53,688		1,591		4,810		60,089
Total revenues	$	92,606	$	67,201	$	59,259	$	219,066

Geographic location:
United States	$	79,536	$	41,822	$	34,662	$	156,020
International		13,070		25,379		24,597		63,046
Total revenues	$	92,606	$	67,201	$	59,259	$	219,066

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


	Aerospace
Nine months ended June 30, 2022									Aerospace
(In thousands)	& Defense		USG		Test		Total		& Defense		USG		Test		Total
Customer type:
Commercial	$	28,075	$	62,842	$	41,037	$	131,954	$	100,407	$	191,832	$	147,390	$	439,629
U.S. Government		42,169		643		2,244		45,056
Government										147,264		3,045		11,066		161,375
Total revenues	$	70,244	$	63,485	$	43,281	$	177,010	$	247,671	$	194,877	$	158,456	$	601,004

Geographic location:
United States	$	60,687	$	38,741	$	22,975	$	122,403	$	212,849	$	122,021	$	88,708	$	423,578
International		9,557		24,744		20,306		54,607		34,822		72,856		69,748		177,426
Total revenues	$	70,244	$	63,485	$	43,281	$	177,010	$	247,671	$	194,877	$	158,456	$	601,004

Revenue recognition method:
Point in time	$	28,558	$	50,835	$	12,821	$	92,214	$	99,464	$	155,693	$	43,488	$	298,645
Over time		41,686		12,650		30,460		84,796		148,207		39,184		114,968		302,359
Total revenues	$	70,244	$	63,485	$	43,281	$	177,010	$	247,671	$	194,877	$	158,456	$	601,004

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 ~~December 31, 2022,~~June 30, 2023, the Company had ~~$718.4~~$705.4 million in remaining performance obligations of which the Company expects to recognize revenues of approximately ~~80%~~79% 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 ~~December 31, 2022,~~June 30, 2023, contract assets and liabilities totaled ~~$122.5~~$128.3 million and $133.6 million, respectively. During the first ~~quarter~~nine months of 2023, the Company recognized approximately ~~$31.0~~$81 million in revenues that were included in the contract liabilities balance at September 30, 2022. At September 30, 2022, contract assets and liabilities totaled $125.2 million and $137.6 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
	December 31,		December 31,		June 30,		June 30,
(Dollars in thousands)	2022		2021		2023		2022
Finance lease cost
Amortization of right-of-use assets	$	393		433	$	393	$	393
Interest on lease liabilities		236		267		230		242
Operating lease cost		1,645		1,561		1,858		1,577
Total lease costs	$	2,274		2,261	$	2,481	$	2,212

1315


	Nine Months		Nine Months
	Ended		Ended
	June 30,		June 30,
(Dollars in thousands)	2023		2022
Finance lease cost
Amortization of right-of-use assets	$	1,179	$	1,219
Interest on lease liabilities		698		753
Operating lease cost		5,356		4,731
Total lease costs	$	7,233	$	6,703

Additional information related to leases are shown below:


	Three Months Ended			Three Months Ended			Three Months Ended		Three Months Ended
	December 31,			December 31,			June 30,		June 30,
(Dollars in thousands)	2022			2021			2023		2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,601			1,503		$	1,792	$	1,485
Operating cash flows from finance leases		236			267			230		242
Financing cash flows from finance leases		327			361			334		307
Right-of-use assets obtained in exchange for lease liabilities
Operating leases	$	13,964			901
Weighted-average remaining lease term
Operating leases		11.6	years		9.9	years
Finance leases		11.7	years		12.5	years
Weighted-average discount rate
Operating leases		4.36	%		3.12	%
Finance leases		4.60	%		4.58	%
Right-of-use assets obtained in exchange for operating lease liabilities								402		566


	Nine Months Ended			Nine Months Ended
	June 30,			June 30,
(Dollars in thousands)	2023			2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	5,172		$	4,521
Operating cash flows from finance leases		698			753
Financing cash flows from finance leases		991			971
Right-of-use assets obtained in exchange for operating lease liabilities		14,984			1,813

		June 30, 2023			June 30, 2022
Weighted-average remaining lease term
Operating leases		11.4	years		9.7	years
Finance leases		11.3	years		12.0	years
Weighted-average discount rate
Operating leases		4.42	%		3.12	%
Finance leases		4.62	%		4.59	%

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on ~~the~~our Consolidated Balance Sheet on ~~December 31, 2022:~~June 30, 2023:


(Dollars in thousands)	Operating		Finance	Operating		Finance
Years Ending September 30:	Leases		Leases	Leases		Leases
2023 (excluding the three months ended December 31, 2022)	$	5,303	1,693
2023 (excluding the nine months ended June 30, 2023)				$	1,796	566
2024		6,280	2,315		6,458	2,315
2025		4,955	2,370		5,168	2,370
2026		4,073	2,434		4,300	2,434
2027 and thereafter		36,443	18,997		36,913	18,997
Total minimum lease payments		57,054	27,809		54,635	26,682
Less: amounts representing interest		13,296	6,954		12,570	6,491
Present value of net minimum lease payments	$	43,758	20,855	$	42,065	20,191
Less: current portion of lease obligations		5,412	1,359		5,250	1,415
Non-current portion of lease obligations	$	38,346	19,496		36,815	18,776

ROU assets	$	42,156	16,950	$	40,314	16,164

Operating lease liabilities are included onin 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 ~~sheet.~~sheets.

1417

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

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

OVERVIEW

~~Sales,~~In the third quarter of 2023, sales, net earnings and diluted earnings per share were ~~$205.5~~$248.7 million, ~~$14.7~~$27.9 million and ~~$0.57~~$1.08 per share, respectively, compared to $219.1 million, $23.2 million and $0.89 per share, respectively, in the third quarter of 2022. In the first nine months of 2023, sales, net earnings and diluted earnings per share were $683.4 million, $60.5 million and $2.34 per share, respectively, compared to $601.0 million, $51.3 million and $1.97 per share, respectively, in the first ~~quarter of 2023 compared to $177.0 million, $11.5 million and $0.44 per share, respectively, in the first quarter~~nine months of 2022.

NET SALES

~~Net~~In the third quarter of 2023, net sales ~~increased $28.5~~of $248.7 million were $29.6 million, or ~~16.1%~~13.5%, ~~to $205.5~~higher than the $219.1 million in the third quarter of 2022. In the first nine months of 2023, net sales of $683.4 million were $82.4 million, or 13.7%, higher than the $601.0 million in the first ~~quarter of 2023 from $177.0 million in the first quarter~~nine months of 2022. The increase in net sales in the ~~first~~third quarter of 2023 as compared to the ~~first~~third quarter of 2022 was due to a ~~$12.8~~$22.8 million increase in the USG segment, and a $10.9 million increase in the Aerospace & Defense segment, ~~an $8.2~~partially offset by a $4.0 million decrease in the Test segment. The increase in net sales in the first nine months of 2023 as compared to the first nine months of 2022 was due to a $45.3 million increase in the ~~Test~~USG segment, and a ~~$7.5~~$37.8 million increase in the ~~USG~~Aerospace & Defense segment, partially offset by a $0.7 million decrease in the Test segment.

-Aerospace & Defense (A&D)

~~Net~~In the third quarter of 2023, net sales of ~~$83.0~~$103.5 million were $10.9 million, or 11.8%, higher than the $92.6 million in the third quarter of 2022. In the first nine months of 2023, net sales of $285.4 million were $37.8 million, or 15.2%, higher than the $247.7 million in the first ~~quarter of 2023 were $12.8 million, or 18.2%, higher than the $70.2 million in the first quarter~~nine months of 2022. The sales increase in the ~~first~~third quarter of 2023 compared to the ~~first~~third quarter of 2022 was ~~primarily~~mainly due to ~~an approximately $9.2~~a $6.5 million increase in ~~aerospace shipments~~net sales at Mayday, ~~Crissair and PTI and~~ a $5.0 million increase in net sales at ~~VACCO~~PTI, a $1.8 million increase in net sales at Globe/Westland combined, and ~~Globe driven by navy~~a $3.9 million increase in net sales at Crissair, partially offset by a ~~$1.6~~$6.3 million decrease in ~~navy~~net sales at ~~Westland.~~VACCO driven by timing of navy and space projects. The sales increase in the first nine months of 2023 compared to the first nine months of 2022 was mainly due to an $18.3 million increase in net sales at Mayday, a $9.6 million increase in net sales at PTI, an $8.4 million increase in net sales at Crissair, and a $2.6 million increase in net sales at Globe/Westland combined, partially offset by a $1.4 million decrease in net sales at VACCO. The increase in net sales at Mayday, PTI and Crissair in the third quarter and first nine months of 2023 as compared to the corresponding periods of 2022 was primarily due to an increase in commercial and defense aerospace sales driven by the rebound from the COVID-19 pandemic.

-USG

~~Net~~In the third quarter of 2023, net sales of ~~$71.0~~$90.0 million were $22.8 million, or 33.9%, higher than the $67.2 million in the third quarter of 2022. In the first nine months of 2023, net sales of $240.2 million were $45.3 million, or 23.2%, higher than the $194.9 million in the first ~~quarter of 2023 were $7.5 million, or 11.8% higher than the $63.5 million in the first quarter~~nine months of 2022. The increase in the third quarter and first nine months of 2023 compared to the corresponding periods of 2022 was mainly due to higher shipments of protection testing, condition monitoring and offline testing products and service revenue at Doble and an increase in product sales at NRG.

-Test

In the third quarter of 2023, net sales of $55.3 million were $4.0 million, or 6.7%, lower than the $59.3 million in the third quarter of 2022. In the first nine months of 2023, net sales of $157.8 million were $0.7 million, or 0.4%, lower than the $158.5 million in the first nine months of 2022. The decrease in the third quarter of 2023 as compared to the third quarter of 2022 was primarily due to a $4.4 million decrease in sales from the Company’s Asian operations driven by COVID disruptions in China and a $0.7 million decrease from the Company’s U.S. operations, partially offset by a $1.1 million increase in sales from the segment’s European operations due to strength from test and measurement chamber projects. The decrease in the first nine months of 2023 compared to the first ~~quarter~~nine months of 2022 was ~~mainly~~ due to a ~~$4.5~~$11.4 million decrease in sales from the Company’s Asian operations due to COVID disruptions in China, partially offset by a $10.7 million increase in ~~net sales at NRG driven by continued strength in the renewables end-market and a $3.0 million increase at Doble driven by higher sales of protection testing instruments and software.~~

~~-Test~~

Net sales of $51.5 million in the first quarter of 2023 were $8.2 million, or 18.9%, higher than the $43.3 million in the first quarter of 2022. The increase in the first quarter of 2022 compared to the first quarter of 2021 was primarily due to $5.8 million of higher sales from the segment’s U.S operations and $3.4 million of higher sales from the segment’s European and U.S. operations ~~partially offset by $1.0 million of lower sales from the segment’s Asian operations, all~~ due to ~~the~~ timing of test and measurement chamber projects.

ORDERS AND BACKLOG

Backlog was ~~$718.4~~$705.4 million at ~~December 31, 2022~~June 30, 2023 compared with $695.0 million at September 30, 2022. The Company received new orders totaling ~~$228.9~~$213.3 million in the ~~first~~third quarter of 2023 compared to ~~$224.4~~$254.9 million in the ~~first~~third quarter of 2022. Of the new orders received in the ~~first~~third quarter of 2023, ~~$97.3~~$81.9 million related to Aerospace & Defense products, ~~$80.2~~$85.5 million related to USG products, and ~~$51.4~~$45.9 million related to Test products. Of the new orders received in the third quarter of 2022, $110.2 million related to Aerospace & Defense products, $74.4 million related to USG products, and $70.3 million related to Test products.

The Company received new orders totaling $693.8 million in the first nine months of 2023 compared to $715.8 million in the first nine months of 2022. Of the new orders received in the first nine months of 2023, $290.9 million related to Aerospace & Defense products, $250.3 million related to USG products, and $152.6 million related to Test products. Of the new orders received in the first ~~quarter~~nine months of 2022, ~~$90.2~~$295.0 million related to Aerospace & Defense products, ~~$66.2~~$227.1 million related to USG products, and ~~$68.0~~$193.7 million related to Test products.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses for the third quarter of 2023 were ~~$51.3~~$55.4 million ~~(25.0%~~(22.3% of net sales), compared with $47.5 million (21.7% of net sales) for the third quarter of 2022. For the first nine months of 2023, SG&A expenses were $160.6 million (23.5% of net sales) compared to $142.1 million (23.6% of net sales) for the first ~~quarter of 2023, compared with $46.6 million (26.3% of net sales) for the first quarter~~nine months of 2022. The increase in SG&A in the first ~~quarter~~nine months of 2023 compared to the ~~first quarter~~corresponding periods of 2022 was mainly due to higher expenses at Corporate due to ~~the~~ executive management transition ~~(primarily relocation~~costs and ~~recruiting costs)~~professional fees and ~~an increase within the A&D and USG segments due to~~ higher expenses at Doble as a result of increased sales and ~~commissions.~~marketing and event costs.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets was ~~$6.9~~$7.1 million and ~~$6.5~~$21.0 million for the third quarter and first ~~quarter~~nine months of 2023, respectively, compared to $6.4 million and ~~2022, respectively.~~$19.4 million for the corresponding periods of 2022. Amortization expenses consist of amortization of acquired intangible assets from acquisitions and other identifiable intangible assets (primarily software). The increase in amortization expense in the third quarter and first ~~quarter~~nine months of 2023 compared to the ~~first quarter~~corresponding periods of 2022 was mainly due to ~~an increase in amortization~~the Company’s recent acquisition of ~~capitalized software.~~CMT.

OTHER EXPENSES (INCOME), NET

Other expenses, net, were ~~$0.4~~$1.0 million in the ~~first~~third quarter of 2023 compared to ~~other~~($0.1) million of income in the third quarter of 2022. Other expenses, net, ~~of $0.1~~were $1.7 million in the first ~~quarter~~nine months of 2023 compared to ($0.7) million of income in the first nine months of 2022. The principal ~~component of~~items included in other expenses, net, in the third quarter and first ~~quarter~~nine months of 2023 included a bad debt write-off of $0.5 million due to a customer bankruptcy within the A&D segment and approximately ~~$0.2~~$0.5 million of restructuring ~~charges within~~costs (mainly severance) in the ~~A&D segment.~~first nine months of 2023. There were no individually significant items in other expenses (income), net, in the third quarter or first ~~quarter~~nine months of 2022.

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 ~~$20.6~~$38.0 million ~~(10.0%~~(15.3% of net sales) for the third quarter of 2023 compared to $30.8 million (14.1% of net sales) for the third quarter of 2022. For the first nine months of 2023, EBIT was $84.2 million (12.3% of net sales) compared to $69.1 million (11.5% of net sales) for the first ~~quarter of 2023 compared to $15.6 million (8.8% of net sales) for the first quarter~~nine months of 2022.

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

Three Months Ended

December 31,
(In thousands)

2022

2021
Net earnings

$
14,727

11,524
Plus: Interest expense, net

1,658

733
Plus: Income tax expense

4,172

3,313
Consolidated EBIT

$
20,557

15,570


	Three Months Ended				Nine Months Ended
	June 30,				June 30,
(In thousands)	2023		2022		2023	2022
Net earnings	$	27,943		23,173	60,548	51,280
Plus: Interest expense, net		2,495		1,331	6,422	3,084
Plus: Income tax expense		7,563		6,329	17,207	14,727
Consolidated EBIT	$	38,001		30,833	84,177	69,091

– Aerospace & Defense

EBIT in the third quarter of 2023 was ~~$12.5~~$21.7 million ~~(15.1%~~(20.9% of net sales) compared to $20.7 million (22.4% of net sales) in the third quarter of 2022. EBIT in the first nine months of 2023 was $53.0 million (18.6% of net sales) compared to $45.0 million (18.2% of net sales) in the first ~~quarter of 2023 compared to $10.0 million (14.2% of net sales) in the first quarter~~nine months of 2022. The increase in EBIT in the third quarter and first ~~quarter~~nine months of 2023 compared to the ~~first quarter~~corresponding periods of 2022 was mainly due to higher sales volumes at Mayday, PTI, Crissair ~~& PTI~~and Globe partially offset by a decrease in EBIT at ~~Westland~~VACCO due to ~~the~~ lower sales volumes as mentioned ~~above. In addition,~~above and margin erosion on certain space development contracts. EBIT in the first ~~quarter~~nine months of 2023 was negatively impacted by a ~~$0.2~~$0.6 million inventory step-up charge related to the CMT acquisition. EBIT in the first nine months of ~~restructuring charges (primarily severance) within~~2022 was negatively impacted by a $0.3 million inventory step-up charge related to the ~~A&D segment.~~NEco acquisition.

-USG

EBIT in the third quarter of 2023 was ~~$16.1~~$20.4 million ~~(22.7%~~(22.6% of net sales) compared to $13.1 million (19.5% of net sales) in the third quarter of 2022. EBIT in the first nine months of 2023 was $50.5 million (21.0% of net sales) compared to $37.8 million (19.4% of net sales) in the first ~~quarter of 2023 compared to $13.4 million (21.1% of net sales) in the first quarter~~nine months of 2022. The increase in EBIT in the third quarter and first ~~quarter~~nine months of 2023 compared to the ~~first quarter~~corresponding periods of 2022 was mainly due to the higher sales volumes at ~~both~~ Doble and NRG as mentioned above and price increases, partially offset by the impacts of wage and material cost inflation and increased commissions, travel, and tradeshow expenses. EBIT in the first ~~quarter~~nine months of ~~2023.~~2022 was negatively impacted by approximately $0.5 million of inventory step-up charges related to the Altanova acquisition.

-Test

EBIT in the third quarter of 2023 was ~~$5.4~~$8.6 million ~~(10.5%~~(15.6% of net sales) compared to $8.4 million (14.1% of net sales) in the third quarter of 2022. EBIT in the first nine months of 2023 was $21.3 million (13.5% of net sales) compared to $20.8 million (13.1% of net sales) in the first ~~quarter of 2023 compared to $4.0 million (9.2% of net sales) in the first quarter~~nine months of 2022. The increase in EBIT in the ~~first~~third quarter of 2023 compared to the ~~first~~third quarter of 2022 was primarily due to favorable product mix, price increases and cost reduction efforts in the segment’s U.S. operations, and higher sales volumes mainly from the segment’s European operations. The increase in EBIT in the first nine months of 2023 compared to the first nine months of 2022 was primarily due to the higher sales volumes from the segment’s ~~U.S. and~~ European ~~operations.~~operations partially offset by a decrease in EBIT from the segment’s Asian operations due to COVID disruptions in China.

– Corporate

Corporate costs included in EBIT were ~~$13.5~~$12.7 million and ~~$11.7~~$40.6 million in the third quarter and first nine months of 2023, respectively, compared to $11.4 million and $34.6 million in the corresponding periods of 2022. The increase in Corporate costs in the third quarter of 2023 ~~and~~compared to the third quarter of 2022 ~~respectively.~~was mainly due to an increase in medical insurance premiums. The increase in Corporate costs in the first ~~quarter~~nine months of 2023 compared to the ~~first quarter~~corresponding period of 2022 was mainly due to ~~approximately $0.8 million of~~executive management transition costs, ~~(mainly relocation~~ and ~~recruiting)~~an increase in medical costs, professional fees and amortization expense of acquired intangible assets related to the ~~Company’s CEO transition.~~CMT acquisition.

INTEREST EXPENSE, NET

Interest expense was ~~$1.7~~$2.5 million and ~~$0.7~~$6.4 million in the third quarter and first ~~quarter~~nine months of 2023, respectively, and ~~2022, respectively.~~$1.3 million and $3.1 million in the corresponding periods of 2022. The increase in interest expense in the third quarter and first ~~quarter~~nine months of 2023 as compared to the ~~first quarter~~corresponding periods of 2022 was mainly due to higher average interest rates. The weighted average interest rates ~~(4.56% in~~were 6.05% and 5.57% for the ~~first quarter of~~three and nine-month periods ending June 30, 2023, ~~compared to 1.17% in~~respectively, and 2.20% and 1.57% for the ~~first quarter of 2022).~~three and nine-month periods ending June 30, 2022.

INCOME TAX EXPENSE

The third quarter 2023 effective income tax rate was ~~22.1%~~21.3% compared to 21.5% in the third quarter of 2022. The effective income tax rate in the first ~~quarter~~nine months of 2023 was 22.1% compared to 22.3% infor the first ~~quarter~~nine months of 2022. ~~Income~~The income tax expense in the third quarter and first ~~quarter~~nine months of 2023 was favorably impacted by ~~excess~~ tax ~~benefit~~return to provision true-ups related to the ~~vesting of share-based compensation~~federal research and ~~the release of a valuation allowance on acquired federal net operating losses,~~development tax credit, decreasing the ~~effective tax~~third quarter and year-to-date rate ~~for the quarter~~ by ~~1.3%. Income~~0.9% and 0.4%, respectively.

CAPITAL RESOURCES AND LIQUIDITY

The Company’s overall financial position and liquidity ~~remain~~remains strong. Working capital (current assets less current liabilities) ~~decreased~~increased to ~~$242.0~~$284.9 million at ~~December 31, 2022~~June 30, 2023 from $254.5 million at September 30, ~~2022 mainly driven by a decrease in cash including repayment of debt.~~2022. Inventories increased by ~~$19.3~~$30.0 million during this period mainly due to ~~an $11.0~~a $15.4 million increase within the USG segment and a ~~$4.3~~$14.0 million increase within the Aerospace & Defense ~~segment and a $4.0 million increase within the Test~~ segment resulting primarily from the timing of receipt of raw materials to meet anticipated demand and an increase in work in process and finished goods inventories due to timing of manufacturing existing orders. ~~Accrued salaries decreased by $13.2~~Accounts receivable increased $27.5 million during this period mainly due to a $13.0 million increase within the Test segment, a $10.2 million increase within the USG segment and a $4.3 million increase within the A&D segment, due to timing of ~~salaries~~projects within the Test segment and ~~bonus payments.~~higher sales volumes in the A&D and USG segments.

Net ~~cash used by operating activities was $(9.0) million and net~~ cash provided by operating activities was ~~$1.9~~$29.2 million and $41.7 million in the first ~~quarters~~nine months of 2023 and 2022, respectively. The decrease in net cash provided by operating activities in the first ~~quarter~~nine months of 2023 as compared to the first ~~quarter~~nine months of 2022 was mainly driven by higher ~~inventory balances, lower~~working capital requirements, including an increase in inventories and accounts ~~payable~~receivable, and ~~accrued expenses~~higher tax and ~~the effect of deferred taxes.~~interest payments.

Capital expenditures were ~~$4.8~~$17.0 million and ~~$14.1~~$25.9 million in the first ~~quarters~~nine months of 2023 and 2022, respectively. The decrease in the first ~~quarter~~nine months of 2023 compared to the prior year period was mainly due to the purchase of the NRG building of approximately $10 million in the first quarter of 2022. In addition, the Company incurred expenditures for capitalized software of ~~approximately $2.8~~$9.3 million and ~~$2.0~~$9.4 million in the first ~~quarters~~nine months of 2023 and 2022, respectively.

Acquisition

On February 1, 2023, the Company acquired CMT Materials, LLC and its affiliate Engineered Syntactic Systems, LLC (CMT) for a purchase price of approximately $18 million. CMT, based in Attleboro, Massachusetts, is a leading supplier of syntactic materials for buoyancy and specialty applications. Since the date of acquisition, the operating results for the CMT business have been included as part of Globe within the A&D segment.

Credit Facility

At ~~December 31, 2022,~~June 30, 2023, the Company had approximately ~~$360~~$345 million available to borrow under its bank credit facility, a $250 million increase option, and ~~$51.9~~$56.1 million cash on hand. At ~~December 31, 2022,~~June 30, 2023, the Company had ~~$132~~$148 million of outstanding borrowings under the credit facility in addition to outstanding letters of credit of ~~$8.2~~$7.4 million. Cash flow from operations and borrowings under the Company’s credit facility are expected to meet the Company’s capital requirements and operational needs for the foreseeable future. The Company’s ability to access the additional $250 million increase option of the credit facility is subject to acceptance by participating or other outside banks.

Share Repurchases

During the first ~~quarter~~nine months of 2023, the Company repurchased approximately ~~58,000~~140,000 shares for ~~$5.1 million, of which $4.1 million was paid during the quarter and the remainder was settled in January 2023.~~approximately $12.4 million. For further information on the share repurchases during the ~~first~~third quarter of 2023, see Part II, Item 2 of this Report.

Dividends

A dividend of $0.08 per share, totaling $2.1 million, was paid on October 18, 2022 to stockholders of record as of October 4, 2022. ~~Subsequent to December 31, 2022, a quarterly~~A dividend of $0.08 per share, totaling $2.1 million, was paid on January 20, 2023 to stockholders of record as of January 5, 2023.

A dividend of $0.08 per share, totaling $2.1 million, was paid on April 18, 2023 to stockholders of record as of April 3, 2023. Subsequent ~~Event~~

~~On February 1,~~to June 30, 2023, ~~the Company acquired CMT Materials, LLC and its affiliate Engineered Syntactic Systems, LLC (CMT) for~~ a ~~purchase price~~quarterly dividend of ~~$18 million. CMT, based in Attleboro, Massachusetts, is a leading supplier~~$0.08 per share, totaling $2.1 million, was paid on July 19, 2023 to stockholders of ~~syntactic materials for buoyancy and specialty applications. The business has annualized sales~~record as of ~~approximately $15 million and will become part of Globe within the A&D segment.~~July 5, 2023.

CRITICAL ACCOUNTING ~~POLICIES~~ESTIMATES

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, 2022.

OTHER MATTERS

Contingencies

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

FORWARD LOOKING STATEMENTS

Statements contained in this Form 10-Q regarding future events and the Company’s future results that reflect or are based on current expectations, estimates, forecasts, projections or assumptions about the Company’s performance and the industries in which the Company operates are considered “forward-looking statements” within the meaning of the safe harbor provisions of the Federal securities laws. These ~~may~~ include, but are not necessarily limited to, statements about: ~~the continuing~~any potential effects of the COVID-19 pandemic including any impairment of the Company’s assets, impacts to commercial aerospace, military and utility markets which the Company serves, the strength of certain end markets served by the Company, and the timing of the recovery of certain end markets which the Company serves;pandemic; the adequacy of the Company’s credit facility and the Company’s ability to increase it; the outcome of current litigation, claims and charges; the amount and timing of ~~the repayment~~payment of the current portion of the Company’s long-term debt; the amount and timing of future revenues from remaining performance obligations; fair values of reporting units; the deductibility of goodwill; the amount and timing of the Company’s obligations to pay deferred taxes; estimates and assumptions that affect the present values and 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, 2022, and the following: the continuing impact of the COVID-19 pandemic including the ~~effects~~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;~~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 labor, 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, 2022.

ITEM 4. CONTROLS AND PROCEDURES

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

PART II. OTHER INFORMATION

~~Item~~ITEM 2. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES*


				Total Number of	Approximate Dollar					Total Number of	Approximate Dollar
				Shares Purchased as	Value of Shares that					Shares Purchased as	Value of Shares that
	Total Number	Average		Part of Publicly	May Yet Be		Total Number	Average		Part of Publicly	May Yet Be
	of Shares	Price Paid		Announced Plans	Purchased Under the		of Shares	Price Paid		Announced Plans	Purchased Under the
Period	Purchased	per Share		or Programs	Plans or Programs*		Purchased	per Share		or Programs	Plans or Programs
October 1-31, 2022	—		N/A	—	$	180.0 million
November 1-30, 2022	—		N/A	—	$	180.0 million
December 1-31, 2022	57,639	$	88.07	57,639	$	174.9 million
April 1-30, 2023							—	$	N/A	—	$	167.8 million
May 1-31, 2023							1,742	$	89.98	1,742	$	167.6 million
June 1-30, 2023							300	$	89.83	300	$	167.6 million
Total	57,639	$	88.07	57,639	$	174.9 million	2,042	$	89.95	2,042	$	167.6 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 ~~the Company~~us to repurchase shares of ~~its common~~our stock from time to time at ~~its~~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~~may cease making repurchases under the ~~program.~~program prior to its expiration.

ITEM 5. OTHER INFORMATION

During the third quarter of fiscal 2023, no director or officer (as defined in Securities and Exchange Commission Rule 16a-1(f) of the Company adopted or terminated:

(i)

Any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”); or

(ii)

Any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of SEC Regulation S-K.

1924

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 22, 2022

4.2		~~Credit Agreement~~Amendment No. 2 dated ~~September 27, 2019, incorporated by reference~~as of March 13, 2023 to ~~Exhibit 10.1 hereto~~	~~Exhibit 10.1 to the Company’s Form 8-K filed September 30, 2019~~

~~10.1~~		Credit Agreement dated as of September 27, 2019 among ESCO Technologies Inc., the Foreign Subsidiary Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, BMO Harris Bank N.A. as Syndication Agent, and Bank of America, N.A., SunTrust Bank, U.S. Bank National Association and Wells Fargo Bank, National Association as Co-Documentation Agents	Exhibit 10.1 to the Company’s Form ~~8-K~~10-Q filed ~~September 30, 2019~~May 10, 2023

~~10.2~~10.1		Form of ~~Fiscal 2023 Performance Share~~Restricted Stock Unit (RSU) Awards to Executive Officers under 2018 Omnibus Incentive Plan	~~Filed herewith~~
	~~��~~
~~10.3~~		~~Amendment to Employment Agreement of Victor L. Richey effective December 31, 2022~~ (2023)	~~Exhibit 10.1 to the Company’s Form 8-K filed January 6, 2023~~

~~10.4~~		~~Transition Award Agreement with Victor L. Richey effective January 3, 2023~~	~~Exhibit 10.2 to the Company’s Form 8-K filed January 6, 2023~~

~~10.5~~		~~Employment and Compensation Agreement with Bryan H. Sayler effective January 1, 2023~~	~~Exhibit 10.3 to the Company’s Form 8-K filed January 6, 2023~~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”.

2025

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: ~~February~~August 9, 2023

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