8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

-----------------------------------------

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 1, 2024

ESCO TECHNOLOGIES INC.

 (Exact Name of Registrant as Specified in Charter)

Missouri	1-10596	43-1554045
(State or Other	(Commission	(I.R.S. Employer
Jurisdiction of Incorporation)	File Number)	Identification No.)

9900A Clayton Road, St. Louis, Missouri	63124-1186
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 314-213-7200

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨   Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).            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. ¨

Item 1.01 Entry into a Material Definitive Agreement

Pursuant to a Commitment Letter entered into on July 8, 2024 between the Company and JPMorgan Chase Bank, N.A., on August 5, 2024, the Registrant and certain of its subsidiaries entered into Amendment No. 1 (the “Amendment”) to its Amended and Restated Credit Agreement dated August 30, 2023 (the “2023 Credit Agreement”) among the Company and certain of its subsidiaries, JPMorgan Chase Bank, N.A. as administrative agent thereunder, the initial lenders party thereto and Citibank, N.A. The Amendment, among other things, (i) implements a senior incremental delayed draw term loan credit facility in an aggregate principal amount of up to $375 million (the “Incremental Facility”), and (ii) permits the direct or indirect acquisition by the Registrant or certain of its subsidiaries of all of the issued and outstanding shares of Ultra PMES Limited, Measurement Systems, Inc., EMS Development Corporation, and DNE Technologies, Inc. (the “Transaction”), pursuant to and in accordance with the terms and conditions of that certain Sale and Purchase Agreement, dated July 8, 2024, among Ultra Electronics Holdings Limited, as parent seller, the Registrant, as guarantor, and certain of the Registrant’s subsidiaries as buyers. The proceeds of the loans drawn under the Incremental Facility will be applied to pay a portion of the cash consideration for the Transaction and other customary fees, premiums, expenses and costs incurred in connection with the Transaction.

A description of the 2023 Credit Agreement is incorporated by reference to Note 6 to the Consolidated Financial Statements included in the Registrant’s Form 10-K for its fiscal year ended September 30, 2023, filed with the Commission on November 29, 2023, and a copy of the 2023 Credit Agreement is attached as Exhibit 4.2 to the Registrant’s Form 10-Q filed with the Commission on May 10, 2023. Descriptions of the July 8, 2024 Commitment Letter and the July 8, 2024 Sale and Purchase Agreement are incorporated by reference to the Registrant’s Form 8-K filed on July 8, 2024.

Item 2.02 Results of Operations and Financial Condition

Today, August 7, 2024, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2024 third quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Election of New Directors

I Penelope M. Conner

On August 1, 2024, pursuant to the recommendation of the Nominating and Corporate Governance Committee, the Company’s Board of Directors, by unanimous written consent pursuant to Section 3.1 of its Bylaws, increased the authorized size of Class II of the Board of Directors from two to three members and elected Penelope M. Conner, age 60, as a director to fill the vacancy thereby created, to serve for a term ending at the 2025 annual meeting of shareholders; provided that such increase and election are hereby made expressly subject to, and shall become effective only upon, the requisite prior approval by the Federal Energy Regulatory Commission of such position and satisfaction of any and all other regulatory requirements. Ms. Conner was also named to the Nominating and Corporate Governance Committee of the Board of Directors, subject to and effective upon the commencement of her term as a director.

With 38 years of experience in the electric and gas utility sector, since 2002 Ms. Conner has held executive positions with Eversource Energy (NYSE: ES), an $11.9 billion utility holding company based in New England serving Connecticut, Massachusetts and New Hampshire, most recently (since 2021) as Eversource’s Executive Vice President, Customer Experience and Energy Strategy. She is currently responsible for ensuring that Eversource’s 4 million electric and gas customers experience high-quality customer service while driving Eversource’s energy strategy development and capital allocation throughout the enterprise. Prior to joining Eversource, Ms. Conner held positions of increasing responsibility from 1986 to 1998 at Duke Energy Corporation, culminating as General Manager for Process Integration, and then from 1998 to 2002 at Tampa Electric Company as its Director of Customer Service.

Ms. Conner graduated from North Carolina State University in 1986 with a Bachelor of Science degree in Industrial Engineering, summa cum laude. She is a registered professional engineer in North and South Carolina.

Since at least the beginning of the Company’s last fiscal year Ms. Conner has had no reportable transactions with related persons or affiliates of the Company, and she meets all of the qualifications of an independent director under the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.

Ms. Conner will receive compensation for her service on the Board of Directors and its Committees pursuant to the Company’s Sub-Plan for the Compensation Plan for Non-Employee Directors adopted under its 2018 Omnibus Incentive Plan (the “Directors Compensation Plan”), on the same basis as the Company’s other directors; provided that as compensation for her service during the remainder of calendar 2024 she will receive, subject to and concurrently with the commencement of her term as a director, (i) cash compensation of $25,000 plus (ii) an award of restricted share units valued at $90,000 divided by the NYSE closing price of the Company’s common stock on the effective grant date, with a one-year vesting requirement. Under the Plan, Ms. Conner will have up to 30 days from the effective date of her election to elect whether or not to receive all or part of her compensation on a deferred basis as provided in the Plan.

II David A. Campbell

On August 1, 2024, pursuant to the recommendation of the Nominating and Corporate Governance Committee, the Company’s Board of Directors, by unanimous written consent pursuant to Section 3.1 of its Bylaws, increased the authorized size of Class I of the Board of Directors from two to three members and elected David A. Campbell, age 55, as a director to fill the vacancy thereby created, to serve for a term ending at the 2027 annual meeting of shareholders; provided that such increase and election are hereby made expressly subject to, and shall become effective only upon, the requisite prior approval by the Federal Energy Regulatory Commission of such position and satisfaction of any and all other regulatory requirements. Mr. Campbell was also named to the Audit and Finance Committee of the Board of Directors, subject to and effective upon the commencement of his term as a director.

Since 2021 Mr. Campbell has been the President and Chief Executive Officer and a Board Member of Evergy, Inc. (NASDAQ: EVRG), a $5.5 billion public utility holding company incorporated in 2017 and headquartered in Kansas City, Missouri. He previously held executive positions at a number of electric and integrated energy companies in Texas as well as at an independent energy resource and investment company, following nine years (four as a partner) in the Dallas office of McKinsey & Company, a leading global management consulting firm providing strategic and operational counsel to top management of diverse global corporations and institutions.

Mr. Campbell holds degrees from Harvard Law School (J.D. degree magna cum laude, 1995), Oxford University (M.Phil. International Relations, 1992), and Yale University (B.A. summa cum laude with Distinction in History, 1990). He currently serves or has served on a number of boards including the Edison Electric Institute, the Electric Power Research Institute, and the Leadership Council of the Yale School of the Environment.

Since at least the beginning of the Company’s last fiscal year Mr. Campbell has had no reportable transactions with related persons or affiliates of the Company, and he meets all of the qualifications of an independent director and member of the Audit and Finance Committee under the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.

Mr. Campbell will receive compensation for his service on the Board of Directors and its Committees pursuant to the Directors Compensation Plan, on the same basis as the Company’s other directors; provided that as compensation for his service during the remainder of calendar 2024 he will receive, subject to and concurrently with the commencement of his term as a director, (i) cash compensation of $25,000 plus (ii) an award of restricted share units valued at $90,000 divided by the NYSE closing price of the Company’s common stock on the effective grant date, with a one-year vesting requirement. Under the Plan, Mr. Campbell will have up to 30 days from the effective date of his election to elect whether or not to receive all or part of his compensation on a deferred basis as provided in the Plan.

Item 7.01 Regulation FD Disclosure

Today, August 7, 2024, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2024 third quarter financial and operating results. The press release will be posted on the Registrant’s investor website (https://investor.escotechnologies.com), although the Registrant reserves the right to discontinue that availability at any time.

The Registrant will conduct a related webcast conference call today at 4:00 p.m. Central Time. The conference call webcast will be available on the Registrant’s investor website (https://investor.escotechnologies.com). A slide presentation will be utilized during the call and will be posted on the website prior to the call. For those unable to participate, a webcast replay will be available after the call on the website, although the Registrant reserves the right to discontinue that availability at any time.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	Exhibit No.	Description of Exhibit
	99.1	Press Release dated August 7, 2024
	104	Cover Page Inline Interactive Data File

Other Matters

The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.

References to the Registrant’s web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant’s web site does not constitute part of this Form 8-K or the press release.

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 hereunto duly authorized.

Date: August 7, 2024	ESCO TECHNOLOGIES INC.
	By:	/s/David M. Schatz
		David M. Schatz
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

NEWS FROM

For more information contact:

Kate Lowrey - VP of Investor Relations

(314) 213-7277 / klowrey@escotechnologies.com

ESCO REPORTS THIRD QUARTER FISCAL 2024 RESULTS

- Q3 Orders increase 46% to $312 million / Book-to-Bill of 1.20x –

- Q3 Sales increase 5% to $261 million -

- Q3 GAAP EPS increases 5% to $1.13 -

- Q3 Adjusted EPS increases 6% to $1.16 -

ST. LOUIS, August 7, 2024 – ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the third quarter ended June 30, 2024 (Q3 2024).

Operating Highlights

● Q3 2024 Sales increased $12.1 million (5 percent) to $260.8 million compared to $248.7 million in Q3 2023. Q3 organic sales increased $8.7 million (4 percent) and the MPE acquisition contributed $3.4 million (1 percent) of revenue in the quarter.

● Q3 2024 GAAP EPS increased 5 percent to $1.13 per share compared to $1.08 per share in Q3 2023. Q3 2024 Adjusted EPS increased 6 percent to $1.16 per share compared to $1.09 per share in Q3 2023.

● Q3 2024 Entered Orders increased $98.4 million (46 percent) compared to the prior year period to $311.7 million (book-to-bill of 1.20x), resulting in record ending backlog of $889 million.

● Net cash provided by operating activities was $55 million YTD, an increase of $26 million compared to the prior year period.

● Net debt (total borrowings less cash on hand) was $110 million, resulting in a 0.73x leverage ratio and $571 million in liquidity as of June 30, 2024.

Bryan Sayler, Chief Executive Officer and President, commented, “Q3 was highlighted by over $300 million in orders, with strength across all three segments. The increase was driven by large Navy orders, continuing strength in aerospace and electric utility orders, and importantly a rebound in both Test and renewables orders. Revenue grew 5 percent in the quarter and Adjusted EBITDA margin expanded by 60 basis points, driving a 6 percent increase in Adjusted EPS compared to the prior year quarter. Overall, it was a solid quarter as we continue to see favorable momentum across our aerospace, Navy and utility end markets.”

Segment Performance

Aerospace & Defense (A&D)

● Sales increased $11.0 million (10.6 percent) to $114.5 million in Q3 2024 from $103.5 million in Q3 2023. Sales growth was driven by strength across Navy, commercial aerospace, and defense aerospace programs.

● Q3 2024 EBIT decreased $0.3 million to $21.4 million from $21.7 million in Q3 2023. Adjusted EBIT decreased $0.2 million in Q3 2024 to $21.5 million (18.7 percent margin) from $21.7 million (20.9 percent margin) in Q3 2023. Profitability in the quarter was negatively impacted by margin erosion on space development programs at VACCO. Additionally, unfavorable revenue mix and inflationary pressures were offset by leverage on higher volume and price increases.

● Entered Orders increased $65 million (79 percent) to $147 million in Q3 2024 compared to $82 million in Q3 2023. The increase was primarily driven by strength in Navy (Virginia Class Block V QARMS and Ejection System development), and a strong quarter for commercial and defense aerospace aftermarket orders. The orders in the quarter resulted in a segment book-to-bill of 1.28x and record ending backlog of $595 million.

Utility Solutions Group (USG)

● Sales increased $0.3 million (0.3 percent) to $90.3 million in Q3 2024 from $90.0 million in Q3 2023. As expected, USG revenue growth moderated in Q3 after 13 percent growth in the first half of the year. Revenue grew sequentially and is up 8 percent Q3 YTD, which remains in line with our expectations for the year. Doble’s Q3 2024 sales increased by $0.4 million (0.5 percent), driven by higher services revenue offset by lower protection testing sales. NRG sales were flat compared to strong results in the prior year period.

● EBIT increased $1.8 million (9 percent) in Q3 2024 to $22.2 million from $20.4 million in Q3 2023. Adjusted EBIT increased $1.7 million in Q3 2024 to $22.2 million (24.6 percent margin) from $20.5 million (22.8 percent margin) in Q3 2023. Margin improvement was driven by mix related to increased services revenue and price increases, partially offset by inflationary pressures.

● Entered Orders increased $15 million (17 percent) to $100 million in Q3 2024. Doble orders increased $19 million (30 percent) on continuing strength in services and our lease pool business as utilities focus on keeping substations operational while coping with long lead times on new transformers. NRG’S orders were $19 million in the quarter. While down $4 million compared to the record prior year quarter, this represents the second highest orders quarter in NRG history and was in line with our expectations for a rebound in renewables orders as the market moves beyond last year’s elevated activity related to the initial Inflation Reduction Act spending. The segment book-to-bill was 1.11x in the quarter, resulting in ending backlog of $129 million.

RF Test & Measurement (Test)

● Sales increased $0.8 million (1.3 percent) to $56.1 million in Q3 2024 from $55.3 million in Q3 2023. Organic sales decreased $2.6 million primarily related to lower wireless and US filters volume. This was more than offset by $3.4 million of revenue related to the MPE acquisition which was completed in Q1 2024. While Test’s revenues continue to be somewhat soft, they delivered significant sequential revenue growth of 19 percent in the quarter.

● EBIT and Adjusted EBIT both increased $0.7 million in Q3 2024 to $9.3 million (16.6 percent margin) from $8.6 million (15.6 percent margin) in Q3 2023. Margin improvement was driven by higher margin MPE content, cost reduction actions and price increases, partially offset by inflationary pressures and mix related to lower wireless and US filters volume.

● Entered Orders increased $19 million (41 percent) to $65 million in Q3 2024. The rebound in Test orders was primarily driven by the booking of a large industrial project and a strong quarter for US T&M orders. The segment book-to-bill was 1.16x in the quarter, resulting in ending backlog of $165 million.

SM&P Acquisition

As announced on July 8, 2024, ESCO has agreed to acquire the Signature Management & Power (SM&P) business of Ultra Maritime for a purchase price of $550 million. The required filings have been submitted and we are awaiting regulatory approval, with an anticipation of a Q1 fiscal 2025 closing. SM&P’s sole source product offerings will add significant scale to the ESCO Navy business, providing increased content on domestic Navy submarine and surface ship programs and expansion into vital UK and AUKUS navy platforms.

Business Outlook – 2024

Management’s expectation is for Q4 Adjusted EPS in the range of $1.38 to $1.48 (10 to 18 percent growth). This results in full year guidance in the range of $4.10 to $4.20 (11 to 14 percent growth), which represents ESCO’s third consecutive year of double-digit earnings growth. This outlook is based on sales in the range of $1.02 to $1.03 billion (7 to 8 percent annual growth) and excludes further profitability erosion on Space programs at VACCO, which could range from $5 to $7 million ($0.15 - $0.21) in Q4 2024.

VACCO Space Business Strategic Review

The Company is undertaking a process to review strategic alternatives for the Space business at VACCO. These alternatives could include, among others, possible joint ventures, strategic partnerships, or a sale of the business. The intent is to optimize ESCO’s portfolio of businesses and create value for ESCO shareholders. This decision was made as part of our continual strategic portfolio analysis, which is focused on positioning the Company to serve high-growth markets that have high margin potential. As we undertake this review, the Company remains committed to executing on our current Space programs and serving the needs of our customers.

There is no deadline or definitive timetable for completion of the strategic alternatives review process and there can be no assurance that this process will result in the Company pursuing a transaction or any other strategic outcome. ESCO does not intend to make any further public comment regarding the review of strategic alternatives for the Space business at VACCO until it has been completed or the Company determines that a disclosure is required or otherwise deemed appropriate.

Share Repurchase Program

During Q3 2024, the Company repurchased approximately 8,000 shares for $0.8 million.

Dividend Payment

The next quarterly cash dividend of $0.08 per share will be paid on October 16, 2024 to stockholders of record on October 2, 2024.

Board of Directors

Effective August 1, 2024, the Company’s Board of Directors approved the addition of two independent directors, Penelope M. Conner and David A. Campbell, which shall become effective upon the requisite approval by the Federal Energy Regulatory Commission of such positions and satisfaction of any and all other regulatory requirements.

Ms. Conner was named to the Nominating and Corporate Governance Committee and Mr. Campbell was named to the Audit and Finance Committee of the Board of Directors, subject to and effective upon the commencement of their respective terms as directors.

Penelope M. Conner

With 38 years of experience in the electric and gas utility sector, since 2002 Ms. Conner has held executive positions with Eversource Energy (NYSE: ES), a utility holding company based in Medfield, Massachusetts, most recently (since 2021) as Eversource’s Executive Vice President, Customer Experience and Energy Strategy. She is currently responsible for ensuring that Eversource’s 4 million electric and gas customers experience high-quality customer service while driving Eversource’s energy strategy development and capital allocation throughout the enterprise. Prior to joining Eversource, Ms. Conner held positions of increasing responsibility from 1986 to 2002 at Tampa Electric Company and then Duke Energy Corporation, culminating in a position as Duke Energy’s General Manager for Process Integration.

Ms. Conner graduated from North Carolina State University in 1986 with a Bachelor of Science degree in Industrial Engineering, summa cum laude. She is a registered professional engineer in North and South Carolina.

David A. Campbell

Since 2021 Mr. Campbell has been the President and Chief Executive Officer and a Board Member of Evergy, Inc. (NASDAQ: EVRG), a public utility holding company incorporated in 2017 and headquartered in Kansas City, Missouri. He previously held executive positions at a number of electric and integrated energy companies in Texas as well as at an independent energy resource and investment company, following nine years (four as a partner) in the Dallas office of McKinsey & Company, a leading global management consulting firm providing strategic and operational counsel to top management of diverse global corporations and institutions.

Mr. Campbell holds degrees from Harvard Law School (J.D. degree magna cum laude, 1995), Oxford University (M.Phil. International Relations, 1992), and Yale University (B.A. summa cum laude with Distinction in History, 1990).

Conference Call

The Company will host a conference call today, August 7, at 4:00 p.m. Central Time, to discuss the Company’s Q3 2024 results. A live audio webcast and an accompanying slide presentation will be available in the Investor Center of ESCO’s website. For those unable to participate, a webcast replay will be available after the call in the Investor Center of ESCO’s website.

Forward-Looking Statements

Statements in this press release regarding Management’s intentions, expectations and guidance for fiscal 2024, including restructuring and cost reduction actions, sales, orders, revenues, margin, earnings, Adjusted EPS, and any other statements which are not strictly historical, are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. securities laws.

Investors are cautioned that such statements are only predictions and speak only as of the date of this release, 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, 2023 and the following: the timing and outcome, if any, of the Company’s strategic alternatives review for the Space business at VACCO; the impacts of climate change and related regulation of greenhouse gases; the impacts of labor disputes, civil disorder, wars, elections, political changes, tariffs and trade disputes, terrorist activities, cyberattacks or natural disasters on the Company’s operations and those of the Company’s customers and suppliers; disruptions in manufacturing or delivery arrangements due to shortages or unavailability of materials or components or supply chain disruptions; inability to access work sites; the timing and content of future contract awards or customer orders; the timely 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 or data breaches; the availability of 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; material changes in the cost of credit; changes in laws and regulations including but not limited to changes in accounting standards and taxation; changes in interest, inflation and employment 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 and performance of acquired businesses.

Non-GAAP Financial Measures

The financial measures EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS are presented in this press release. The Company defines “EBIT” as earnings before interest and taxes, “EBITDA” as earnings before interest, taxes, depreciation and amortization, “Adjusted EBIT” and “Adjusted EBITDA” as excluding the net impact of the items described in the attached Reconciliation of Non-GAAP Financial Measures, and “Adjusted EPS” as GAAP earnings per share excluding the net impact of the items described and reconciled in the attached Reconciliation of Non-GAAP Financial Measures.

EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS are not recognized in accordance with U.S. generally accepted accounting principles (GAAP). However, Management believes EBIT, Adjusted EBIT, EBITDA, and Adjusted EBITDA are useful in assessing the operational profitability of the Company’s business segments because they exclude interest, taxes, depreciation, and amortization, 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. The presentation of EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS provides important supplemental information to investors by facilitating comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. The use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.

ESCO is a global provider of highly engineered products and solutions serving diverse end-markets. It manufactures filtration and fluid control products for the aviation, Navy, space, and process markets worldwide and composite-based products and solutions for Navy, defense, and industrial customers. ESCO is an industry leader in designing and manufacturing RF test and measurement products and systems; and provides diagnostic instruments, software and services to industrial power users and the electric utility and renewable energy industries. Headquartered in St. Louis, Missouri, ESCO and its subsidiaries have offices and manufacturing facilities worldwide. For more information on ESCO and its subsidiaries, visit the Company’s website at www.escotechnologies.com.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

 (Dollars in thousands, except per share amounts)

	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net Sales	$	260,783			248,749
Cost and Expenses:
Cost of sales		157,435			147,274
Selling, general and administrative expenses		54,955			55,376
Amortization of intangible assets		8,145			7,132
Interest expense		3,335			2,495
Other expenses (income), net		(259	)		966
Total costs and expenses		223,611			213,243
Earnings before income taxes		37,172			35,506
Income tax expense		7,942			7,563
Net earnings	$	29,230			27,943
Earnings Per Share (EPS)
Diluted - GAAP	$	1.13			1.08
Diluted - As Adjusted Basis	$	1.16	(1)		1.09	(2)
Diluted average common shares O/S:		25,840			25,827

(1) Q3 2024 Adjusted EPS excludes $0.03 per share of after-tax charges consisting mainly of: $0.02 of Corporate acquisition related costs and $0.01 of restructuring charges (primarily severance) within the A&D and USG segments.

(2) Q3 2023 Adjusted EPS excludes $0.01 per share of after-tax charges consisting mainly of Corporate acquisition related costs.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share amounts)

	Nine Months Ended June 30, 2024			Nine Months Ended June 30, 2023
Net Sales	$	728,226			683,386
Cost and Expenses:
Cost of sales		443,933			415,953
Selling, general and administrative expenses		164,020			160,555
Amortization of intangible assets		24,585			21,023
Interest expense		9,228			6,422
Other expenses (income), net		613			1,678
Total costs and expenses		642,379			605,631
Earnings before income taxes		85,847			77,755
Income tax expense		18,229			17,207
Net earnings	$	67,618			60,548
Earnings Per Share (EPS)
Diluted - GAAP	$	2.62			2.34
Diluted - As Adjusted Basis	$	2.72	(1)		2.45	(2)
Diluted average common shares O/S:		25,844			25,890

(1) YTD Q3 2024 Adjusted EPS excludes $0.10 per share of after-tax charges consisting of: $0.04 of MPE acquisition backlog and inventory step-up charges, $0.03 of restructuring charges (primarily severance) within the Test, A&D and USG segments, and $0.03 of Corporate acquisition related costs.

(2) YTD Q3 2023 Adjusted EPS excludes $0.11 per share of after-tax charges consisting of: $0.06 of executive management transition costs at Corporate, $0.02 of CMT acquisition inventory step-up charges, $0.02 of restructuring charges within the A&D segment, and $0.01 of Corporate acquisition related costs.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Business Segment Information (Unaudited)

(Dollars in thousands)

	GAAP						As Adjusted
	Q3 2024			Q3 2023			Q3 2024			Q3 2023
Net Sales
Aerospace & Defense	$	114,450			103,469			114,450			103,469
USG		90,277			89,966			90,277			89,966
Test		56,056			55,314			56,056			55,314
Totals	$	260,783			248,749			260,783			248,749
EBIT
Aerospace & Defense	$	21,356			21,665			21,444			21,665
USG		22,155			20,351			22,230			20,481
Test		9,292			8,643			9,297			8,643
Corporate		(12,296	)		(12,658	)		(11,566	)		(12,438	)
Consolidated EBIT		40,507			38,001			41,405			38,351
Less: Interest expense		(3,335	)		(2,495	)		(3,335	)		(2,495	)
Less: Income tax expense		(7,942	)		(7,563	)		(8,149	)		(7,643	)
Net earnings	$	29,230			27,943			29,921			28,213

Note 1: Adjusted net earnings were $29.9 million in Q3 2024 which excludes $0.03 per share of after-tax charges consisting mainly of $0.02 of Corporate acquisition related costs and $0.01 of restructuring charges (primarily severance) within the A&D and USG segments.

Note 2: Adjusted net earnings were $28.2 million in Q3 2023 which excludes $0.01 per share of after-tax charges consisting mainly of Corporate acquisition related costs.

EBITDA Reconciliation to Net earnings:

							Q3 2024 -			Q3 2023 -
	Q3 2024			Q3 2023			As Adjusted			As Adjusted
Consolidated EBITDA	$	54,310			50,790			55,208			51,140
Less: Depr & Amort		(13,803	)		(12,789	)		(13,803	)		(12,789	)
Consolidated EBIT		40,507			38,001			41,405			38,351
Less: Interest expense		(3,335	)		(2,495	)		(3,335	)		(2,495	)
Less: Income tax expense		(7,942	)		(7,563	)		(8,149	)		(7,643	)
Net earnings	$	29,230			27,943			29,921			28,213

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Business Segment Information (Unaudited)

(Dollars in thousands)

	GAAP						As Adjusted
	YTD			YTD			YTD			YTD
	Q3 2024			Q3 2023			Q3 2024			Q3 2023
Net  Sales
Aerospace & Defense	$	323,884			285,434			323,884			285,434
USG		260,570			240,172			260,570			240,172
Test		143,772			157,780			143,772			157,780
Totals	$	728,226			683,386			728,226			683,386
EBIT
Aerospace & Defense	$	61,396			52,996			61,747			53,995
USG		57,355			50,543			57,550			50,673
Test		16,614			21,280			17,095			21,280
Corporate		(40,290	)		(40,642	)		(38,124	)		(38,129	)
Consolidated EBIT		95,075			84,177			98,268			87,819
Less: Interest expense		(9,228	)		(6,422	)		(9,228	)		(6,422	)
Less: Income tax expense		(18,229	)		(17,207	)		(18,963	)		(18,045	)
Net earnings	$	67,618			60,548			70,077			63,352

Note 1: Adjusted net earnings were $70.1 million in YTD Q3 2024 which excludes $0.10 per share of after-tax charges consisting of $0.04 of MPE acquisition backlog and inventory step-up charges, $0.03 of restructuring charges (primarily severance) within the Test, A&D and USG segments, and $0.03 of Corporate acquisition related costs.

Note 2: Adjusted net earnings were $63.4 million in YTD Q3 2023 which excludes $0.11 per share of after-tax charges consisting of $0.06 of executive management transition costs at Corporate, $0.02 of CMT acquisition inventory step-up charges, $0.02 of restructuring charges within the A&D segment, and $0.01 of Corporate acquisition related costs.

EBITDA Reconciliation to Net earnings:

							YTD			YTD
	YTD			YTD			Q3 2024 -			Q3 2023 -
	Q3 2024			Q3 2023			As Adjusted			As Adjusted
Consolidated EBITDA	$	136,433			121,876			138,790			125,518
Less: Depr & Amort		(41,358	)		(37,699	)		(40,522	)		(37,699	)
Consolidated EBIT		95,075			84,177			98,268			87,819
Less: Interest expense		(9,228	)		(6,422	)		(9,228	)		(6,422	)
Less: Income tax expense		(18,229	)		(17,207	)		(18,963	)		(18,045	)
Net earnings	$	67,618			60,548			70,077			63,352

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

	June 30, 2024		September 30, 2023
Assets
Cash and cash equivalents	$	63,042		41,866
Accounts receivable, net		213,592		198,557
Contract assets		134,637		138,633
Inventories		219,312		184,067
Other current assets		22,312		17,972
Total current assets		652,895		581,095
Property, plant and equipment, net		164,749		155,484
Intangible assets, net		408,981		392,124
Goodwill		535,372		503,177
Operating lease assets		37,716		39,839
Other assets		11,342		11,495
	$	1,811,055		1,683,214
Liabilities and Shareholders' Equity
Current maturities of long-term debt	$	20,000		20,000
Accounts payable		83,411		86,973
Contract liabilities		113,653		112,277
Other current liabilities		94,143		95,401
Total current liabilities		311,207		314,651
Deferred tax liabilities		77,570		75,531
Non-current operating lease liabilities		35,148		36,554
Other liabilities		40,444		43,336
Long-term debt		153,000		82,000
Shareholders' equity		1,193,686		1,131,142
	$	1,811,055		1,683,214

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

	Nine Months Ended June 30, 2024			Nine Months Ended June 30, 2023
Cash flows from operating activities:
Net earnings	$	67,618			60,548
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation and amortization		41,358			37,699
Stock compensation expense		6,369			7,007
Changes in assets and liabilities		(53,839	)		(72,346	)
Effect of deferred taxes		(6,052	)		(3,706	)
Net cash provided by operating activities		55,454			29,202
Cash flows from investing activities:
Acquisition of business, net of cash acquired		(56,383	)		(17,694	)
Capital expenditures		(24,949	)		(16,993	)
Additions to capitalized software		(8,556	)		(9,263	)
Net cash used by investing activities		(89,888	)		(43,950	)
Cash flows from financing activities:
Proceeds from long-term debt		193,000			88,000
Principal payments on long-term debt and short-term borrowings		(122,000	)		(93,000	)
Dividends paid		(6,185	)		(6,189	)
Purchases of common stock into treasury		(7,998	)		(12,401	)
Other		(1,516	)		(2,557	)
Net cash provided (used) by financing activities		55,301			(26,147	)
Effect of exchange rate changes on cash and cash equivalents		309			(777	)
Net increase (decrease) in cash and cash equivalents		21,176			(41,672	)
Cash and cash equivalents, beginning of period		41,866			97,724
Cash and cash equivalents, end of period	$	63,042			56,052

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Other Selected Financial Data (Unaudited)

(Dollars in thousands)

Backlog And Entered Orders - Q3 2024	A&D			USG			Test			Total
Beginning Backlog - 4/1/24	$	562,302			119,155			156,254			837,711
Entered Orders		146,890			100,012			64,829			311,731
Sales		(114,450	)		(90,277	)		(56,056	)		(260,783	)
Ending Backlog - 6/30/24	$	594,742			128,890			165,027			888,659
Backlog And Entered Orders - YTD Q3 2024	A&D			USG			Test			Total
Beginning Backlog - 10/1/23	$	484,069			133,459			154,834			772,362
Entered Orders		434,557			256,001			153,965			844,523
Sales		(323,884	)		(260,570	)		(143,772	)		(728,226	)
Ending Backlog - 6/30/24	$	594,742			128,890			165,027			888,659

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures (Unaudited)

EPS – Adjusted Basis Reconciliation – Q3 2024
EPS – GAAP Basis – Q3 2024	$	1.13
Adjustments (defined below)		0.03
EPS – As Adjusted Basis – Q3 2024	$	1.16

Adjustments exclude $0.03 per share consisting mainly of Corporate acquisition related costs  and restructuring charges (primarily severance) in the third quarter of 2024.

The $0.03 of EPS adjustments per share consists of $898K of pre-tax charges offset by $207K of tax benefit for net impact of $691K.

EPS – Adjusted Basis Reconciliation – YTD Q3 2024
EPS – GAAP Basis – YTD Q3 2024	$	2.62
Adjustments (defined below)		0.10
EPS – As Adjusted Basis – YTD Q3 2024	$	2.72

Adjustments exclude $0.10 per share consisting of MPE acquisition backlog and inventory step-up charges, restructuring charges (primarily severance) within the Test, A&D and USG segments, and Corporate acquisition related costs.

The $0.10 of EPS adjustments per share consists of $3,193K of pre-tax charges offset by $734K of tax benefit for net impact of $2,459K.

EPS – Adjusted Basis Reconciliation – Q3 2023
EPS – GAAP Basis – Q3 2023	$	1.08
Adjustments (defined below)		0.01
EPS – As Adjusted Basis – Q3 2023	$	1.09

Adjustments exclude $0.01 per share consisting mainly of Corporate acquisition related costs in the third quarter of 2023.

The $0.01 of EPS adjustments per share consists of $350K of pre-tax charges offset by $80K of tax benefit for net impact of $270K.

EPS – Adjusted Basis Reconciliation – YTD Q3 2023
EPS – GAAP Basis – YTD Q3 2023	$	2.34
Adjustments (defined below)		0.11
EPS – As Adjusted Basis – YTD Q3 2023	$	2.45

Adjustments exclude $0.11 per share consisting of executive management transition costs at Corporate, CMT acquisition inventory step-up charges and restructuring charges within the A&D segment, and Corporate acquisition costs in the first nine months of 2023.

The $0.11 of EPS adjustments per share consists of $3,642K of pre-tax charges offset by $838K of tax benefit for net impact of $2,804K.

XML

Cover	Aug. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 01, 2024
Entity File Number	1-10596
Entity Registrant Name	ESCO TECHNOLOGIES INC.
Entity Central Index Key	0000866706
Entity Tax Identification Number	43-1554045
Entity Incorporation, State or Country Code	MO
Entity Address, Address Line One	9900A Clayton Road
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63124-1186
City Area Code	314
Local Phone Number	213-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ESE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false