ESCO Technologies (ESE) posts strong Q2 2026 growth and unveils $2.35B Megger acquisition
ESCO Technologies Inc. reported strong growth for the quarter ended March 31, 2026, with net sales from continuing operations of $309.3 million, net earnings of $33.6 million and diluted EPS of $1.29, up from $231.8 million, $26.4 million and $1.02 a year earlier.
For the first six months of 2026, sales reached $599.0 million and net earnings from continuing operations were $62.2 million, or $2.40 per diluted share. Growth was led by the Aerospace & Defense segment, boosted by the Maritime acquisition, with additional gains in the Test and USG segments. Backlog rose to $1.47 billion, and operating cash flow from continuing operations improved to $134.6 million. ESCO also signed a definitive agreement to acquire Megger Group for about $2.35 billion, to be funded with $0.9 billion in cash and equity valued at approximately $1.4 billion, expanding its Utility Solutions Group.
Positive
- Strong top-line and earnings growth: Q2 2026 net sales rose 33.4% to $309.3 million, with EBIT from continuing operations up to $46.3 million and diluted EPS from continuing operations improving to $1.29.
- Robust orders and backlog: Backlog reached $1.47 billion at March 31 2026, with Q2 orders of $378.2 million and remaining performance obligations indicating about 55% of that total expected as revenue within 12 months.
- Transformative Megger acquisition announced: ESCO signed a definitive agreement to acquire Megger Group for approximately $2.35 billion, expanding its Utility Solutions Group with a large global provider of testing and monitoring solutions.
Negative
- Higher leverage and dilution from Megger deal: The $2.35 billion Megger acquisition includes $0.9 billion of cash funded with existing cash and incremental debt, plus ESCO equity valued at about $1.4 billion, which will increase financial leverage and share count.
- Restructuring and higher amortization costs: Q2 and year-to-date 2026 results include restructuring charges in USG and Test (including exit of an acoustics product line) and significantly higher amortization expense tied to the Maritime acquisition, pressuring margins.
- NRG softness within USG: USG growth was partly offset by lower NRG sales due to weakness in the renewables market, showing exposure to market cyclicality in that sub-segment.
Insights
ESCO posts >30% sales growth and announces a $2.35B Megger deal.
ESCO Technologies delivered net sales growth of 33.4% in Q2 2026 to $309.3 million, with EBIT from continuing operations rising to $46.3 million. The A&D segment, supported by Maritime, was the main driver, while Test and USG also expanded.
Backlog increased to $1.47 billion, and remaining performance obligations of $1.47 billion are expected to convert about 55% to revenue in the next 12 months. Operating cash flow from continuing operations improved to $134.6 million, giving the company flexibility alongside $92.3 million in cash and $440 million of revolver availability.
The planned acquisition of Megger Group for approximately $2.35 billion—$0.9 billion cash plus equity valued at about $1.4 billion—would significantly scale the USG segment. The filing notes committed financing and an expected closing in fiscal Q1 2027; subsequent filings may provide more detail on integration progress and post-closing leverage.
Key Figures
Key Terms
EBIT financial
Incremental Facility financial
remaining performance obligations financial
right-of-use (ROU) asset financial
non-GAAP financial measure financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
OR
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
(Exact name of registrant as specified in its charter)
MISSOURI | |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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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.
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).
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.
☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company |
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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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class | | Shares outstanding at April 30, 2026 |
Common stock, $.01 par value per share |
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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)
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| | Three Months Ended | |||
| | March, | |||
| | 2026 | | 2025 | |
Net sales | | $ | | | |
Costs and expenses: | | | | | |
Cost of sales | | | | | |
Selling, general and administrative expenses | | | | | |
Amortization of intangible assets | | | | | |
Interest expense, net | | | | | |
Other expenses (income), net | | | | | |
Total costs and expenses | | | | | |
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Earnings before income taxes | | | | | |
Income tax expense | | | | | |
Earnings from continuing operations | | | | | |
Earnings from discontinued operations, net of tax expense of $ | | | | | |
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Net earnings | | $ | | | |
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Earnings per share: | | | | | |
Basic – Continuing operations | | $ | | | |
– Discontinued operations | | | | | |
– Net earnings | | $ | | | |
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Diluted – Continuing operations | | $ | |
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– Discontinued operations | | | | | |
– Net earnings | | $ | | | |
See accompanying notes to condensed consolidated financial statements.
2
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
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| | Six Months Ended | |||
| | March 31, | |||
| | 2026 | | 2025 | |
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Net sales | | $ | |
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Costs and expenses: | |
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Cost of sales | |
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Selling, general and administrative expenses | |
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Amortization of intangible assets | |
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Interest expense, net | |
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Other expenses (income), net | |
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Total costs and expenses | |
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Earnings before income taxes | |
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Income tax expense | |
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Earnings from continuing operations | |
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Earnings from discontinued operations, net of tax expense of $ | |
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Net earnings | | $ | |
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Earnings per share: | |
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Basic – Continuing operations | | $ | |
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– Discontinued operations | | | |
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– Net earnings | | $ | |
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Diluted – Continuing operations | | $ | |
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– Discontinued operations | |
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– Net earnings | | $ | |
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See accompanying notes to condensed consolidated financial statements.
3
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
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| | Three Months Ended | | Six Months Ended | |||||
| | March 31, | | March 31, | |||||
| | 2026 | | 2025 | | 2026 | | 2025 | |
Net earnings | | $ | |
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Other comprehensive income (loss), net of tax: | |
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Foreign currency translation adjustments | |
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Total other comprehensive income (loss), net of tax | |
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Comprehensive income | | $ | |
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See accompanying notes to condensed consolidated financial statements.
4
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
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| | March 31, | | September 30, | ||
| | 2026 | | 2025 | ||
ASSETS |
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Current assets: |
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Cash and cash equivalents | | $ | |
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Accounts receivable, net of allowance for credit losses of $ | |
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Contract assets | |
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Inventories | |
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Other current assets | |
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Total current assets | |
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Property, plant and equipment, net of accumulated depreciation of $ | |
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Intangible assets, net of accumulated amortization of $ | |
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Goodwill | |
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Operating lease assets | | | | | | |
Other assets | |
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Total assets | | $ | | | | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | |
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Current liabilities: | |
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Current maturities of long-term debt | | $ | | | | |
Accounts payable | |
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Contract liabilities | |
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Accrued salaries | |
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Income tax payable - current | | | | | | |
Accrued other expenses | |
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Total current liabilities | |
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Deferred tax liabilities | |
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Non-current operating lease liabilities | | | | | | |
Other liabilities | |
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Long-term debt | |
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Total liabilities | |
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Shareholders’ equity: | |
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Preferred stock, par value $ | |
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Common stock, par value $ | |
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Additional paid-in capital | |
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Retained earnings | |
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Accumulated other comprehensive income (loss), net of tax | |
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Less treasury stock, at cost: | |
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Total shareholders’ equity | |
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Total liabilities and shareholders’ equity | | $ | | | | |
See accompanying notes to condensed consolidated financial statements.
5
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
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| | Six Months Ended | |||
| | March 31, | |||
| | 2026 | | 2025 | |
Cash flows from operating activities: |
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Net earnings | | $ | | | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |
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(Earnings) loss from discontinued operations, net of tax | | | ( | | ( |
Depreciation and amortization | |
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Stock compensation expense | |
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Changes in assets and liabilities | |
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Effect of deferred taxes | | | | | ( |
Net cash provided by operating activities – continuing operations | | | | | |
Net cash (used) provided by operating activities – discontinued operations | | | ( | | |
Net cash provided by operating activities | |
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Cash flows from investing activities: | |
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Acquisition of business, net of cash acquired | |
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Capital expenditures | |
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Additions to capitalized software and other | |
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Net cash used by investing activities – continuing operations | | | ( | | ( |
Net cash provided (used) by investing activities – discontinued operations | | | | | ( |
Net cash used by investing activities | |
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Cash flows from financing activities: | |
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Proceeds from long-term debt | |
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Principal payments on long-term debt | |
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Dividends paid | | | ( | | ( |
Other | |
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Net cash used by financing activities – continuing operations | | | ( | | ( |
Net cash used by financing activities – discontinued operations | | | — | | — |
Net cash used by financing activities | |
| ( |
| ( |
Effect of exchange rate changes on cash and cash equivalents | | | ( | | ( |
Net decrease in cash and cash equivalents | | | ( | | ( |
Cash and cash equivalents, beginning of period | | | | | |
Cash and cash equivalents, end of period | | $ | | | |
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Supplemental cash flow information: | |
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Interest paid | | $ | | | |
Income taxes paid (including state and foreign) | | $ | | | |
See accompanying notes to condensed consolidated financial statements.
6
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed 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 condensed 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). For further information refer to the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The Company’s results for the three and six-month periods ended March 31, 2026 are not necessarily indicative of the results for the entire 2026 fiscal year. References to the second quarters of 2026 and 2025 represent the fiscal quarters ended March 31, 2026 and 2025, 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 unvested performance-based share awards and time-vested restricted shares by using the treasury stock method.
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| | Three Months | | Six Months | ||||
| | Ended March 31, | | Ended March 31, | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Weighted Average Shares Outstanding — Basic |
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Dilutive Shares | | | | | | | | |
Adjusted Shares — Diluted |
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3. SHARE-BASED COMPENSATION
The Company provides compensation benefits to certain key employees under several share-based plans providing for a combination of performance-based share unit (PSU) awards and time-vested restricted share unit (RSU) awards and to non-employee directors under a separate compensation plan.
Performance Share Unit (PSU) Awards and Time-Vested Restricted Stock Unit (RSU) Awards
Compensation expense related to these awards was $
Non-Employee Directors Plan
Compensation expense related to the non-employee director grants was $
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 $
7
4. INVENTORIES
Inventories from continuing operations consist of the following:
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| | March 31, | | September 30, | |
(In thousands) | | 2026 | | 2025 | |
Finished goods | | $ | | | |
Work in process | | | | | |
Raw materials | | | | | |
Total inventories | | $ | | | |
5. | GOODWILL AND OTHER INTANGIBLE ASSETS |
Included on the Company’s condensed Consolidated Balance Sheets at March 31, 2026 and September 30, 2025 are the following intangible assets gross carrying amounts and accumulated amortization from continuing operations:
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| | March 31, | | September 30, | |
(Dollars in thousands) | | 2026 | | 2025 | |
Goodwill | | $ | | | |
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Intangible assets with determinable lives: | |
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Patents | |
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Gross carrying amount | | $ | | | |
Less: accumulated amortization | |
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Net | | $ | | | |
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Capitalized software | |
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Gross carrying amount | | $ | | | |
Less: accumulated amortization | |
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Net | | $ | | | |
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Customer relationships | |
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Gross carrying amount | | $ | | | |
Less: accumulated amortization | |
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Net | | $ | | | |
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Other | |
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Gross carrying amount | | $ | | | |
Less: accumulated amortization | |
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Net | | $ | | | |
Intangible assets with indefinite lives: | |
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Trade names | | $ | | | |
The changes in the carrying amount of goodwill attributable to each business segment from continuing operations for the six months ended March 31, 2026 is as follows:
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(Dollars in millions) | | A&D | | Test | | USG | | Total | |
Balance as of September 30, 2025 | | $ | |
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Acquisition activity and other | | | | | — | | — | | |
Foreign currency translation | | | ( | | ( | | ( | | ( |
Balance as of March 31, 2026 | | $ | |
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8
6. BUSINESS SEGMENT INFORMATION
We adopted the provisions of ASU 2023-07 Segment Reporting for the year ended September 30, 2025. We are organized based on the products and services we offer, and we classify our business operations in
The A&D segment’s operations consist of PTI, Crissair, Globe, Mayday, and Maritime. Previously, A&D also included VACCO Industries which was sold in July 2025 and is reported in discontinued operations. 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; custom designed filters for manned aircraft and submarines; products and systems to reduce vibration and/or acoustic signatures and otherwise reduce or obscure a vessel’s signature, power management and control equipment; sealing, surface control and hydrodynamic related applications to enhance U.S. and UK Navy maritime survivability; precision-tolerance machined components for the aerospace and defense industry; metal processing services; and miniature electro-explosive devices utilized in mission-critical defense and aerospace applications.
The USG segment’s operations consist of Doble Engineering Company and related subsidiaries including Morgan Schaffer and Altanova/ISA (collectively, Doble), and 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, and Altanova/ISA’s strong market presence in Europe and Asia provides Doble with a significant international platform. Doble 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 of ETS-Lindgren Inc., including its related subsidiaries, and MPE Limited (collectively, ETS-Lindgren). ETS-Lindgren is an industry leader in designing and manufacturing products and systems to measure and control RF energy. It serves the medical, health and safety, electronics, wireless communications, automotive and defense markets, supplying a broad range of turnkey systems, including RF test facilities and measurement systems, RF and magnetically shielded rooms and secure communication facilities, and providing the design, program management, installation and integration services required to successfully complete these types of facilities. It also supplies a broad range of components including RF absorptive materials, filters, antennas, field probes, test cells, proprietary measurement software and other test accessories required to perform a variety of tests and measurements, and offers a variety of services including calibration and product tests.
Accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1 to the Consolidated Financial Statements in the Company’s Form 10-K for the year ended September 30, 2025. The operating units within each reporting segment have been aggregated because of similar economic characteristics and meet the other aggregation criteria of FASB ASC 280, Segment Reporting.
9
Measurement of Segment Results
Our CODM, who is our Chief Executive Officer, evaluates each segment’s performance and allocates resources based on segment EBIT, which is defined as earnings before interest and taxes. EBIT on a consolidated basis is a non-GAAP financial measure and is reconciled to consolidated earnings before income taxes below for continuing operations. Intersegment sales and transfers are not significant. Segment assets consist primarily of customer receivables, inventories, capitalized software and fixed assets directly associated with the production processes of the segment. Segment depreciation and amortization is based upon the direct assets listed above. Corporate assets consist primarily of acquired intangible assets including goodwill, deferred taxes and cash balances. The tables below are presented on the basis of continuing operations and exclude discontinued operations.
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Three Months Ended March 31, 2026 | | | | | | | | Segment |
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(In thousands) | | A&D | | USG | | Test | | Total |
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Net Sales | | $ | |
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Cost of sales | |
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SG&A expense | |
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Amortization of intangible assets | |
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Other expenses (income), net | |
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Segment profit (loss) | | $ | |
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Depreciation and Amortization | | $ | |
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Segment Assets | | $ | |
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Capital Expenditures | | $ | |
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Reconciliation of segment profit to Earnings before Income Taxes | | | | | | | | | | | |
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Segment profit total from above | | | | | | | | | $ | | |
Less: | | | | | | | | | | | |
Unallocated Corporate SG&A and Other expense (income), net | | | | | | | | | | ( | |
Unallocated amortization of intangible assets | | | | | | | | | | ( | |
Interest expense, net | | | | | | | | | | ( | |
Earnings before Income Taxes | | | | | | | | | $ | | |
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Reconciliation of segment depreciation and amortization to consolidated totals | | | | | | | | | | | |
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Segment Depreciation and Amortization | | | | | | | | | $ | | |
Add: Corporate Depreciation and Amortization | | | | | | | | | | | |
Consolidated totals | | | | | | | | | $ | | |
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Reconciliation of segment assets to consolidated totals | | | | | | | | | | | |
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Segment Assets total | | | | | | | | | $ | | |
Add: | | | | | | | | | | | |
Goodwill not allocated to segments | | | | | | | | | | | |
Acquired intangible assets not allocated to segments | | | | | | | | | | | (1) |
Other unallocated amounts | | | | | | | | | | | |
Consolidated totals | | | | | | | | | $ | | |
| (1) | Consists of customer relationships, trade names and other intangible assets. See Note 5 for details. |
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Reconciliation of segment capital expenditures to consolidated totals | | | |
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Segment Capital Expenditures | | $ | |
Add: Corporate Capital Expenditures | |
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Consolidated totals | | $ | |
10
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Six Months Ended March 31, 2026 | | | | | | | | Segment |
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(In thousands) | | A&D | | USG | | Test | | Total |
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Net Sales | | $ | |
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Cost of sales | |
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SG&A expense | |
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Amortization of intangible assets | |
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Other expenses (income), net | |
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Segment profit (loss) | | $ | |
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Depreciation and Amortization | | $ | |
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Segment Assets | | $ | |
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Capital Expenditures | | $ | | | | | | | | | |
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Reconciliation of segment profit to Earnings before Income Taxes | | | | | | | | | | | |
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Segment profit total from above | | | | | | | | | $ | | |
Less: | | | | | | | | | | | |
Unallocated Corporate SG&A and Other expense (income), net | | | | | | | | | | ( | |
Unallocated amortization of intangible assets | | | | | | | | | | ( | |
Interest expense, net | | | | | | | | | | ( | |
Earnings before Income Taxes | | | | | | | | | $ | | |
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Reconciliation of segment depreciation and amortization to consolidated totals | | | | | | | | | | | |
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Segment Depreciation and Amortization | | | | | | | | | $ | | |
Add: Corporate Depreciation and Amortization | | | | | | | | | | | |
Consolidated totals | | | | | | | | | $ | | |
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Reconciliation of segment assets to consolidated totals | | | | | | | | | | | |
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Segment Assets total | | | | | | | | | $ | | |
Add: | | | | | | | | | | | |
Goodwill not allocated to segments | | | | | | | | | | | |
Acquired intangible assets not allocated to segments | | | | | | | | | | | (1) |
Other unallocated amounts | | | | | | | | | | | |
Consolidated totals | | | | | | | | | $ | | |
| (1) | Consists of customer relationships, trade names and other intangible assets. See Note 5 for details. |
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Reconciliation of segment capital expenditures to consolidated totals | | | |
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Segment Capital Expenditures | | $ | |
Add: Corporate Capital Expenditures | |
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Consolidated totals | | $ | |
11
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Three Months Ended March 31, 2025 | | | | | | | | | Segment | |
(In thousands) | | A&D | | USG | | Test | | Total | ||
Net Sales | | $ | |
| |
| | |
| |
| | | | | | | | | | |
Cost of sales | |
| |
| |
| | |
| |
SG&A expense | |
| |
| |
| | |
| |
Amortization of intangible assets | |
| |
| |
| | |
| |
Other expenses (income), net | |
| ( |
| |
| | |
| |
Segment profit (loss) | | $ | |
| |
| | |
| |
| | | | | | | | | | |
Depreciation and Amortization | | $ | |
| |
| | |
| |
Segment Assets | | $ | |
| |
| | |
| |
Capital Expenditures | | $ | |
| |
| | |
| |
| | | | | | | | | | |
Reconciliation of segment profit to Earnings before Income Taxes | |
| |
| |
| | |
| |
| | | | | | | | | | |
Segment profit total from above | | | |
| |
| | | $ | |
Less: | | | |
| |
| | |
| |
Unallocated Corporate SG&A and Other expense (income), net | | | |
| |
| | |
| ( |
Unallocated amortization of intangible assets | | | |
| |
| | |
| ( |
Interest expense, net | | | |
| |
| | |
| ( |
Earnings before Income Taxes | | | |
| |
| | | $ | |
| | | | | | | | | | |
Reconciliation of segment depreciation and amortization to consolidated totals | | | | | | | | | | |
| | | | | | | | | | |
Segment Depreciation and Amortization | | | | | | | | | $ | |
Add: Corporate Depreciation and Amortization | | | | | | | | |
| |
Consolidated totals | | | | | | | | | $ | |
| | | | | | | | | | |
Reconciliation of segment assets to consolidated totals | | | | | | | | |
| |
| | | | | | | | | | |
Segment Assets total | | | | | | | | | $ | |
Add: | | | | | | | | |
| |
Goodwill not allocated to segments | | | | | | | | |
| |
Acquired intangible assets not allocated to segments | | | | | | | | |
| |
Other unallocated amounts | | | | | | | | |
| |
Consolidated totals | | | | | | | | | $ | |
| (1) | Consists of customer relationships, trade names and other intangible assets. See Note 5 for details. |
| | | |
Reconciliation of segment capital expenditures to consolidated totals | | | |
| | | |
Segment Capital Expenditures | | $ | |
Add: Corporate Capital Expenditures | |
| |
Consolidated totals | | $ | |
12
| | | | | | | | | | |
Six Months Ended March 31, 2025 | | | | | | | | | Segment | |
(In thousands) | | A&D | | USG | | Test | | Total | ||
Net Sales | | $ | |
| |
| | |
| |
| | | | | | | | | | |
Cost of sales | |
| |
| |
| | |
| |
SG&A expense | |
| |
| |
| | |
| |
Amortization of intangible assets | |
| |
| |
| | |
| |
Other expenses (income), net | |
| ( |
| ( |
| | |
| |
Segment profit (loss) | | $ | |
| |
| | |
| |
| | | | | | | | | | |
Depreciation and Amortization | | $ | |
| |
| | |
| |
Segment Assets | | $ | |
| |
| | |
| |
Capital Expenditures | | $ | |
| |
| | |
| |
| | | | | | | | | | |
Reconciliation of segment profit to Earnings before Income Taxes | |
| |
| |
| | |
| |
| | | | | | | | | | |
Segment profit total from above | | | |
| |
| | | $ | |
Less: | | | |
| |
| | |
| |
Unallocated Corporate SG&A and Other expense (income), net | | | |
| |
| | |
| ( |
Unallocated amortization of intangible assets | | | |
| |
| | |
| ( |
Interest expense, net | | | |
| |
| | |
| ( |
Earnings before Income Taxes | | | |
| |
| | | $ | |
| | | | | | | | | | |
Reconciliation of segment depreciation and amortization to consolidated totals | | | | | | | | | | |
| | | | | | | | | | |
Segment Depreciation and Amortization | | | | | | | | | $ | |
Add: Corporate Depreciation and Amortization | | | | | | | | |
| |
Consolidated totals | | | | | | | | | $ | |
| | | | | | | | | | |
Reconciliation of segment assets to consolidated totals | | | | | | | | |
| |
| | | | | | | | | | |
Segment Assets total | | | | | | | | | $ | |
Add: | | | | | | | | |
| |
Goodwill not allocated to segments | | | | | | | | |
| |
Acquired intangible assets not allocated to segments | | | | | | | | |
| |
Other unallocated amounts | | | | | | | | |
| |
Consolidated totals | | | | | | | | | $ | |
| (1) | Consists of customer relationships, trade names and other intangible assets. See Note 5 for details. |
| | | |
Reconciliation of segment capital expenditures to consolidated totals | | | |
| | | |
Segment Capital Expenditures | | $ | |
Add: Corporate Capital Expenditures | |
| |
Consolidated totals | | $ | |
Non-GAAP Financial Measures
The financial measure “EBIT” is presented in the above tables 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.
13
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. DEBT
The Company’s debt is summarized as follows:
| | | | | |
| | March 31, | | September 30, | |
(In thousands) | | 2026 | | 2025 | |
Revolving credit facility | | $ | | | |
Incremental facility (Term loan A) | | | | | |
Total borrowings | | $ | | | |
Current portion of long-term debt | | | ( | | ( |
Total long-term debt, less current portion | | $ | | | |
The Credit Facility includes a $
On August 5, 2024, the Company and certain of its subsidiaries entered into Amendment No. 1 to the Credit Facility which, among other things, (i) implements a senior incremental delayed draw term loan credit facility in an aggregate principal amount of up to $
At March 31, 2026, the Company had approximately $
Interest on borrowings under the Credit Facility and the Incremental Facility is calculated at a spread ranging from
8. INCOME TAX EXPENSE
The second quarter 2026 effective income tax rate from continuing operations was
14
9. SHAREHOLDERS’ EQUITY
The change in shareholders’ equity for the first three and six months of 2026 and 2025 is shown below (in thousands):
| | | | | | | | | |
| | Three Months Ended March 31, | | Six Months Ended March 31, | |||||
| | 2026 | | 2025 | | 2026 | | 2025 | |
Common stock | | | | | | | | | |
Beginning balance | | $ | | | | | | | |
Stock plans | | | | | — | | | | |
Ending balance | | $ | | | | | | | |
| | | | | | | | | |
Additional paid-in-capital | | | | | | | | | |
Beginning balance | | $ | | | | | | | |
Stock plans | | | | | | | ( | | ( |
Ending balance | | $ | | | | | | | |
| | | | | | | | | |
Retained earnings | | | | | | | | | |
Beginning balance | | $ | | | | | | | |
Net earnings common stockholders | | | | | | | | | |
Dividends paid | | | ( | | ( | | ( | | ( |
Ending balance | | $ | | | | | | | |
| | | | | | | | | |
Accumulated other comprehensive income (loss) | | | | | | | | | |
Beginning balance | | $ | ( | | ( | | ( | | ( |
Foreign currency translation | | | ( | | | | ( | | ( |
Ending balance | | $ | ( | | ( | | ( | | ( |
| | | | | | | | | |
Treasury stock | | | | | | | | | |
Beginning balance | | $ | ( | | ( | | ( | | ( |
Share repurchases | | | — | | — | | — | | — |
Ending balance | | $ | ( | | ( | | ( | | ( |
| | | | | | | | | |
Total equity | | $ | | | | | | | |
10. FAIR VALUE MEASUREMENTS
The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows:
| ● | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| ● | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Financial Assets and Liabilities
The Company has estimated the fair value of its financial instruments as of March 31, 2026 and September 30, 2025 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.
15
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.
11. REVENUES
Disaggregation of Revenues
The tables below present our revenues from continuing operations by customer type, geographic location, and revenue recognition method for the three and six-month periods ending March 31, 2026, as we believe this presentation best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors.
| | | | | | | | | | | | |
Three months ended March 31, 2026 | | | | | | | | | | | | |
(In thousands) | | A&D | | USG | | Test | | Total | ||||
Customer type: |
| | |
| | |
| | |
| | |
Commercial | | $ | | | | | | | | | | |
Government | | | | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Geographic location: | | | | | | | | | | | | |
United States | | $ | | | | | | | | | | |
International | | | | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Revenue recognition method: | | | | | | | | | | | | |
Point in time | | $ | | | | | | | | | | |
Over time | | | | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Six months ended March 31, 2026 | | | | | | | | | | | | |
(In thousands) | | A&D | | USG | | Test | | Total | ||||
Customer type: | | | | | | | | | | | | |
Commercial | | $ | | | | | | | | | | |
Government | | | | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Geographic location: | | | | | | | | | | | | |
United States | | $ | | | | | | | | | | |
International | | | | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Revenue recognition method: | | | | | | | | | | | | |
Point in time | | $ | | | | | | | | | | |
Over time | | | | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
16
Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, 2025 are presented in the tables below from continuing operations.
| | | | | | | | | | | | |
Three months ended March 31, 2025 | | | | | | | | | | | | |
(In thousands) | | A&D | | USG | | Test | | Total | ||||
Customer type: | | | | | | | | | | | | |
Commercial | | $ | | | | | | | | | | |
Government | |
| | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Geographic location: | |
| | | | | | | | | | |
United States | | $ | | | | | | | | | | |
International | |
| | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Revenue recognition method: | |
| | | | | | | | | | |
Point in time | | $ | | | | | | | | | | |
Over time | |
| | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Six months ended March 31, 2025 | | | | | | | | | | | | |
(In thousands) | | A&D | | USG | | Test | | Total | ||||
Customer type: |
| | |
| | |
| | |
| | |
Commercial | | $ | | | | | | | | | | |
Government | |
| | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Geographic location: | |
| | | | | | | | | | |
United States | | $ | | | | | | | | | | |
International | |
| | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
| | | | | | | | | | | | |
Revenue recognition method: | |
| | | | | | | | | | |
Point in time | | $ | | | | | | | | | | |
Over time | |
| | | | | | | | | | |
Total revenues | | $ | | | | | | | | | | |
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.
17
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 Unsatisfied Performance Obligations
Remaining unsatisfied performance obligations, as defined by ASC 606 and align with our backlog, represent the expected transaction price allocated to contracts that the Company expects to recognize as revenue in future periods when the Company performs under the contracts. These remaining obligations include amounts that have been formally appropriated under contracts with the U.S. Government, and exclude unexercised contract options and potential orders under ordering-type contracts such as Indefinite Delivery, Indefinite Quantity contracts. At March 31, 2026, the Company had $
Contract assets, contract liabilities and accounts receivable
Assets and liabilities related to contracts with customers are reported on a contract-by-contract basis at the end of each reporting period. At March 31, 2026, contract assets, contract liabilities and accounts receivable totaled $
12. 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
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.
18
The components of lease costs are shown below:
| | | | | | |
| | Three Months Ended | | Three Months Ended | ||
| | March 31, | | March 31, | ||
(Dollars in thousands) | | 2026 | | 2025 | ||
Finance lease cost | | | | | | |
Amortization of right-of-use assets | | $ | | | | |
Interest on lease liabilities | | | | | | |
Operating lease cost | | | | | | |
Total lease costs | | $ | | | | |
| | | | | | |
| | Six Months Ended | | Six Months Ended | ||
| | March 31, | | March 31, | ||
(Dollars in thousands) | | 2026 | | 2025 | ||
Finance lease cost | | | | | | |
Amortization of right-of-use assets | | $ | | | | |
Interest on lease liabilities | |
| | | | |
Operating lease cost | |
| | | | |
Total lease costs | | $ | | | | |
Additional information related to leases are shown below:
| | | | | | |
| | Three Months Ended | | Three Months Ended | ||
| | March 31, | | March 31, | ||
(Dollars in thousands) | | 2026 | | 2025 | ||
Cash paid for amounts included in the measurement of lease liabilities | | | | | | |
Operating cash flows from operating leases | | $ | | | | |
Operating cash flows from finance leases | | $ | | | | |
Financing cash flows from finance leases | | $ | | | | |
Right-of-use assets obtained in exchange for operating lease liabilities | | $ | | | | |
| | | | | | |
| | Six Months Ended | | Six Months Ended | ||
| | March 31, | | March 31, | ||
(Dollars in thousands) | | 2026 | | 2025 | ||
Cash paid for amounts included in the measurement of lease liabilities | | | | | | |
Operating cash flows from operating leases | | $ | | | | |
Operating cash flows from finance leases | | $ | | |
| |
Financing cash flows from finance leases | | $ | | |
| |
Right-of-use assets obtained in exchange for operating lease liabilities | | $ | | | | |
| | | | | |
| | March 31, | | March 31, | |
| | 2026 | | 2025 | |
Weighted-average remaining lease term | | | | | |
Operating leases |
| years | years | ||
Finance leases |
| years | years | ||
Weighted-average discount rate |
| |
| |
|
Operating leases |
| % | | % | |
Finance leases |
| % | | % |
19
The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on our condensed Consolidated Balance Sheet on March 31, 2026:
| | | | | |
(Dollars in thousands) | | Operating | | Finance | |
Years Ending September 30: | | Leases | | Leases | |
2026 (excluding the six months ended March 31, 2026) | | $ | | | |
2027 | | | | | |
2028 | | | | | |
2029 | | | | | |
2030 and thereafter | | | | | |
Total minimum lease payments | | | | | |
Less: amounts representing interest | | | | | |
Present value of net minimum lease payments | | $ | | | |
Less: current portion of lease obligations | | | | | |
Non-current portion of lease obligations | | | | | |
| | | | | |
ROU assets | | $ | | | |
Operating lease liabilities are included in the condensed 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.
13. NEW ACCOUNTING PRONOUNCEMENTS
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement, rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU will be effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Other than additional disclosure, we do not expect a change to our consolidated statements of operations, financial position, or cash flows.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures. This ASU will be effective for fiscal years beginning after December 15, 2024. Other than additional disclosure, we do not expect a change to our consolidated statements of operations, financial position, or cash flows.
14. RELATED PARTIES
Two of the Company’s directors are officers at two customers of the Company’s Doble subsidiary. Doble sells products, leases equipment and provides testing services in the ordinary course of Doble’s business. The total amount of these sales to these
15. SUBSEQUENT EVENT
On April 15, 2026, the Company signed a definitive agreement to acquire the Megger Group Limited (Megger) business of TBG AG. Megger is a global provider of testing, monitoring, and data-driven solutions for utilities and critical electric infrastructure, including industrial, transportation, data center and renewable end markets. Under the terms of the agreement, ESCO will acquire Megger for total consideration of approximately $
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion refers to the Company’s results from continuing operations, except where noted. References to the second quarters of 2026 and 2025 represent the three-month periods ended March 31, 2026 and 2025, respectively.
OVERVIEW
In the second quarter of 2026, sales, net earnings and diluted earnings per share were $309.3 million, $33.6 million and $1.29 per share, respectively, compared to $231.8 million, $26.4 million and $1.02 per share, respectively, in the second quarter of 2025. In the first six months of 2026, sales, net earnings and diluted earnings per share were $599.0 million, $62.2 million and $2.40 per share, respectively, compared to $446.4 million, $46.7 million and $1.81 per share, respectively, in the first six months of 2025.
NET SALES
In the second quarter of 2026, net sales of $309.3 million were $77.5 million, or 33.4%, higher than the $231.8 million in the second quarter of 2025. In the first six months of 2026, net sales of $599.0 million were $152.6 million, or 34.2%, higher than the $446.4 million in the first six months of 2025. The increase in net sales in the second quarter of 2026 as compared to the second quarter of 2025 was due to a $60.7 million increase in the A&D segment, a $14.1 million increase in the Test segment and a $2.7 million increase in the USG segment. The increase in net sales in the first six months of 2026 as compared to the first six months of 2025 was due to a $122.6 million increase in the A&D segment, a $26.4 million increase in the Test segment and a $3.6 million increase in the USG segment.
-A&D
In the second quarter of 2026, net sales of $150.3 million were $60.7 million, or 67.7%, higher than the $89.6 million in the second quarter of 2025. In the first six months of 2026, net sales of $294.1 million were $122.6 million, or 71.5%, higher than the $171.5 million in the first six months of 2025. The sales increase in the second quarter of 2026 compared to the second quarter of 2025 was mainly due to a $44.3 million increase in navy revenues and a $14.0 million increase in aerospace revenues (defense and commercial). Maritime contributed $47.8 million of revenue growth in the second quarter of 2026. The sales increase in the first six months of 2026 compared to the first six months of 2025 was mainly due to a $88.5 million increase in navy revenues, a $29.8 million increase in aerospace revenues (defense and commercial) and a $3.3 million increase in industrial shipments. Maritime contributed $98.4 million of revenue growth in the first six months of 2026.
-USG
In the second quarter of 2026, net sales of $93.5 million were $2.7 million, or 3.0%, higher than the $90.8 million in the second quarter of 2025. In the first six months of 2026, net sales of $181.0 million were $3.6 million, or 2.0%, higher than the $177.4 million in the first six months of 2025. The increase in the second quarter of 2026 compared to the second quarter of 2025 was due to an $8.4 million increase in net sales at Doble driven by higher sales of protection testing, offline products and services, partially offset by a $5.7 million decrease in net sales at NRG driven by lower shipments of solar and wind products due to weakness in the renewables market. The increase in the first six months of 2026 compared to the corresponding period of 2025 was due to a $12.5 million increase in net sales at Doble driven by higher sales of condition monitoring and offline products, partially offset by an $8.9 million decrease in net sales at NRG for the reasons mentioned above.
-Test
In the second quarter of 2026, net sales of $65.5 million were $14.1 million, or 27.4%, higher than the $51.4 million in the second quarter of 2025. In the first six months of 2026, net sales of $123.8 million were $26.4 million, or 27.1%, higher than the $97.4 million in the first six months of 2025. The increase in the second quarter of 2026 as compared to the second quarter of 2025 was due to a $10.1 million increase in sales from the segment’s U.S. operations, a $2.8 million increase in sales from the segment’s Asian operations, and a $1.2 million increase from the segment’s European operations; due to higher Test and Measurement and filters volumes. The increase in the first six months of 2026 compared to the first six months of 2025 was due to a $20.2 million increase in sales from the segment’s U.S. operations, a $4.2 million increase from the segment’s European operations and a $2.0 million increase in sales from the segment’s Asian operations for the reasons mentioned above.
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ORDERS AND BACKLOG
Backlog was $1,470.0 million at March 31, 2026 compared with $1,133.6 million at September 30, 2025. The Company received new orders totaling $378.2 million in the second quarter of 2026 compared to $265.7 million in the second quarter of 2025. Of the new orders received in the second quarter of 2026, $183.8 million related to A&D products, $101.3 million related to USG products, and $93.1 million related to Test products. Of the new orders received in the second quarter of 2025, $96.5 million related to A&D products, $92.2 million related to USG products, and $77.0 million related to Test products.
The Company received new orders totaling $935.4 million in the first six months of 2026 compared to $494.9 million in the first six months of 2025. Of the new orders received in the first six months of 2026, $566.1 million related to A&D products, $200.1 million related to USG products, and $169.2 million related to Test products. Of the new orders received in the first six months of 2025, $171.3 million related to A&D products, $181.8 million related to USG products, and $141.8 million related to Test products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (SG&A) expenses for the second quarter of 2026 were $62.8 million (20.3% of net sales), compared with $54.3 million (23.4% of net sales) for the second quarter of 2025. For the first six months of 2026, SG&A expenses were $124.0 million (20.7% of net sales) compared to $109.3 million (24.5% of net sales) for the first six months of 2025. The increase in SG&A in the second quarter and first six months of 2026 compared to the corresponding periods of 2025 was mainly due to an increase within the A&D segment due to the Maritime acquisition; increased expenses at all three business segments primarily related to higher sales and inflationary impacts and an increase at Corporate mainly due to acquisition costs. SG&A as a percentage of net sales decreased in the second quarter and first six months of 2026 within all three business segments.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets was $20.4 million and $40.7 million for the second quarter and first six months of 2026, respectively, compared to $8.0 million and $16.0 million for the corresponding periods of 2025. 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 second quarter and first six months of 2026 compared to the corresponding periods of 2025 was mainly due to an increase in amortization of intangible assets related to the Maritime acquisition.
OTHER EXPENSES (INCOME), NET
Other expenses, net, was $1.8 million in the second quarter of 2026 compared with $0.4 million in the second quarter of 2025. Other expenses, net, was $1.8 million in the first six months of 2026 compared to other (income) of ($0.3) million in the first six months of 2025. The principal components of other expenses, net, in the second quarter and first six months of 2026 included $1.3 million of restructuring charges within the Test segment due to the exit of the acoustics product line (primarily asset write-offs, contract termination charges and severance), and $0.6 million of restructuring charges (primarily severance) within the USG segment. There were no individually significant items in other expenses (income), net, in the second quarter of 2025. The principal component of other expenses, net, in the first six months of 2025 was approximately $0.5 million of restructuring charges (primarily severance) within the Test and USG segments.
EBIT
The Company evaluates the performance of its operating segments based on EBIT, and provides EBIT on a consolidated basis. EBIT is a non-GAAP financial measure. Please refer to the discussion of non-GAAP financial measures in Note 6 to the condensed Consolidated Financial Statements, above. EBIT was $46.3 million (15.0% of net sales) for the second quarter of 2026 compared to $36.6 million (15.8% of net sales) for the second quarter of 2025. For the first six months of 2026, EBIT was $84.6 million (14.1% of net sales) compared to $64.7 million (14.5% of net sales) for the first six months of 2025.
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The following table presents a reconciliation of EBIT from continuing operations to net earnings.
| | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||
| | March 31, | | March 31, | ||||||
(In thousands) | | 2026 | | 2025 | | 2026 | | 2025 | ||
Net earnings | | $ | 33,556 | | | 26,383 | | 62,247 | | 46,690 |
Plus: Interest expense, net | | | 2,399 | | | 2,195 | | 5,279 | | 4,452 |
Plus: Income tax expense | | | 10,308 | | | 8,037 | | 17,095 | | 13,527 |
Consolidated EBIT from continuing operations | | $ | 46,263 | | | 36,615 | | 84,621 | | 64,669 |
-A&D
EBIT in the second quarter of 2026 was $43.0 million (28.6% of net sales) compared to $24.2 million (27.0% of net sales) in the second quarter of 2025. EBIT in the first six months of 2026 was $81.0 million (27.5% of net sales) compared to $41.7 million (24.3% of net sales) in the first six months of 2025. The increase in EBIT in the second quarter and first six months of 2026 compared to the corresponding periods of 2025 was mainly driven by leverage on higher sales volumes as mentioned above, and price increases, partially offset by inflationary pressures and unfavorable mix.
-USG
EBIT in the second quarter of 2026 was $22.5 million (24.0% of net sales) compared to $20.8 million (22.9% of net sales) in the second quarter of 2025. EBIT in the first six months of 2026 was $42.0 million (23.2% of net sales) compared to $41.3 million (23.3% of net sales) in the first six months of 2025. The increase in EBIT in the second quarter and first six months of 2026 compared to the corresponding periods of 2025 was mainly driven by leverage on higher sales volumes at Doble and price increases and mix, partially offset by lower sales volumes at NRG, and inflationary pressures. EBIT was negatively impacted by $0.6 million of restructuring charges (primarily severance) in the first six months of 2026.
-Test
EBIT in the second quarter of 2026 was $8.8 million (13.4% of net sales) compared to $6.4 million (12.4% of net sales) in the second quarter of 2025. EBIT in the first six months of 2026 was $16.8 million (13.6% of net sales) compared to $10.8 million (11.1% of net sales) in the first six months of 2025. The increase in EBIT in the second quarter and first six months of 2026 compared to the corresponding periods of 2025 was mainly due to higher sales volumes and price increases partially offset by inflationary pressures. EBIT was negatively impacted by $1.3 million and $0.4 million in the first six months of 2026 and 2025, respectively, by restructuring charges (primarily asset write-offs, contract termination charges and severance).
–Corporate
Corporate costs included in EBIT were $28.0 million and $55.2 million in the second quarter and first six months of 2026, respectively, compared to $14.8 million and $29.1 million in the corresponding periods of 2025. The increase in Corporate costs in the second quarter and first six months of 2026 compared to the corresponding periods of 2025 was mainly due to an increase in acquisition related amortization due to the Maritime acquisition, and an increase in share-based compensation costs and acquisition related costs.
INTEREST EXPENSE, NET
Interest expense was $2.4 million and $5.3 million in the second quarter and first six months of 2026, respectively, and $2.2 million and $4.5 million in the corresponding periods of 2025. The increase in interest expense in the second quarter and first six months of 2026 compared to the corresponding periods of 2025 was mainly due to higher average outstanding borrowings due to the Maritime acquisition in April 2025. The weighted average outstanding borrowings were $168 million and $170 million for the three and six-month periods ending March 31, 2026 and $100 million and $111 million for the three and six-month periods ending March 31, 2025.
INCOME TAX EXPENSE
The second quarter 2026 effective income tax rate was 23.5% compared to 23.3% in the second quarter of 2025. The effective income tax rate in the first six months of 2026 was 21.5% compared to 22.5% for the first six months of 2025. Income tax expense in the first six months of 2026 was favorably impacted by additional tax benefits related to the vesting of share-based compensation awards.
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CAPITAL RESOURCES AND LIQUIDITY
The Company’s overall financial position and liquidity remain strong. Working capital (current assets less current liabilities) increased to $226.4 million at March 31, 2026 from $180.4 million at September 30, 2025. Inventories increased $19.3 million during this period due to a $7.7 million increase within the A&D segment, a $9.1 million increase within the USG segment and a $2.5 million increase within the Test segment primarily from an increase in work-in-process and raw materials inventories due to timing of manufacturing existing orders. Contract assets increased $12.8 million primarily within the A&D segment (Maritime) due to timing. Contract liabilities increased $52.8 million primarily within the A&D segment (Globe and Maritime) due to timing of payments received from customers.
Net cash provided by operating activities from continuing operations was $134.6 million and $46.3 million in the first six months of 2026 and 2025, respectively. The increase in net cash provided by operating activities in the first six months of 2026 as compared to the first six months of 2025 was mainly driven by lower working capital requirements and higher earnings.
Capital expenditures for continuing operations were $13.1 million and $14.9 million in the first six months of 2026 and 2025, respectively. In addition, the Company incurred expenditures for capitalized software and other intangible assets from continuing operations of $4.8 million and $5.5 million in the first six months of 2026 and 2025, respectively.
Credit Facility
At March 31, 2026, the Company had approximately $440 million available to borrow under its bank credit facility, a $250 million increase option, and $92.3 million cash on hand. At March 31, 2026, the Company had $145 million of outstanding borrowings under the Credit Facility and Incremental Facility in addition to outstanding letters of credit of $14.5 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.
Acquisition
During the first six months of fiscal 2026, the Company paid $10.2 million consisting of a $5.1 million working capital settlement and a $5.1 million group tax relief payment, both related to the Maritime acquisition.
Divestiture
During the second quarter of 2026, the Company received a $1.5 million, net, working capital settlement related to the sale of VACCO. In addition, during the second quarter of 2026, the Company paid approximately $59 million in cash taxes related to the gain on sale of VACCO.
Subsequent Event
On April 15, 2026, the Company signed a definitive agreement to acquire the Megger Group Limited (Megger) business of TBG AG. Megger is a global provider of testing, monitoring, and data-driven solutions for utilities and critical electric infrastructure, including industrial, transportation, data center and renewable end markets. Under the terms of the agreement, ESCO will acquire Megger for total consideration of approximately $2.35 billion, consisting of $0.9 billion in cash and ESCO equity valued at approximately $1.4 billion. The cash portion will be funded through existing cash on hand and incremental debt, with committed financing in place. The Company expects to complete the acquisition in the first quarter of fiscal 2027. Megger will become part of the Company’s Utility Solution Group (USG) segment. See further discussion of the transaction and financing arrangements in the Company’s Form 8-K’s filed April 15, 2026 and April 16, 2026.
Dividends
A dividend of $0.08 per share, totaling $2.1 million, was paid on October 16, 2025 to stockholders of record as of October 2, 2025. A dividend of $0.08 per share, totaling $2.1 million, was paid on January 16, 2026 to stockholders of record as of January 2, 2026. Subsequent to March 31, 2026, a quarterly dividend of $0.08 per share, totaling $2.1 million, was paid on April 17, 2026 to stockholders of record as of April 2, 2026.
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CRITICAL ACCOUNTING POLICIES
Management has evaluated the accounting policies used in the preparation of the Company’s financial statements and related notes and believes those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by Management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving Management judgments and estimates may be found in the Critical Accounting Policies section of Management’s Discussion and Analysis and in Note 1 to the condensed Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
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 strength of certain end markets served by the Company, and the timing of the recovery of certain end markets which the Company serves; the adequacy of the Company’s credit facility and the Company’s ability to increase it; the outcome of current litigation, claims and charges; the determination of the current portion of the Company’s long-term debt and the timing of its repayment; future revenues from remaining performance obligations; fair values of reporting units; the deductibility of goodwill; estimates and assumptions that affect the reported values of assets and liabilities; the future 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, 2025, and the following: the impacts of climate change and related regulation of greenhouse gases; the impacts of labor disputes, civil disorder, wars including the conflicts involving Iran and Lebanon, 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; restrictions or closures of critical supply routes such as the Strait of Hormuz; other 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 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; 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 recently acquired businesses.
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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, 2025.
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. During 2025, the Company acquired the Signature Management & Power business (Maritime). The Company is currently in the process of integrating Maritime into its assessment of its internal control over financial reporting. In accordance with the SEC’s published guidance, Management’s assessment, and conclusions on the effectiveness of our disclosure controls and procedures as of March 31, 2026, excludes an assessment of the internal control over financial reporting of Maritime. 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. Other than as described above with respect to Maritime, 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.
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PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not repurchase any shares during the second quarter of 2026.
ITEM 5. OTHER INFORMATION
During the second quarter of fiscal 2026, no director or officer (as defined in Securities and Exchange Commission Rule 16-a-1(f)) of the Company
| (i) | Any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of SEC |
| (ii) | Any “ |
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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 |
| | | | |
4.1(a) | | Amended and Restated Credit Agreement dated August 30, 2023 | | Exhibit 10.1 to the Company’s Form 8-K filed September 6, 2023 |
| | | | |
4.1(b) | | Amendment No. 1 to the Amended and Restated Credit Agreement dated August 30, 2023 | | Exhibit 10.1(c) to the Company’s Form 10-K for the fiscal year ended September 30, 2024 |
| | | | |
10.1 | | Twelfth Amendment and Restatement of Employee Stock Purchase Plan, effective January 30, 2026 | | Exhibit 10.1 to the Company’s Form 8-K filed February 5, 2026 |
| | | | |
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”. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ESCO TECHNOLOGIES INC. |
|
|
| /s/ Christopher L. Tucker |
| Christopher L. Tucker |
| Senior Vice President and Chief Financial Officer |
| (As duly authorized officer and principal accounting and financial officer of the registrant) |
| |
Dated: May 11, 2026 | |
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