UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024
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 1-10596
ESCO TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
MISSOURI
43-1554045
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
9900A CLAYTON ROAD
ST. LOUIS, MISSOURI
63124-1186
(Address of principal executive offices)
(Zip Code)
(314) 213-7200
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ESE
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Shares outstanding at April 30, 2024
Common stock, $.01 par value per share
25,751,055
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended
March 31,
2024
2023
Net sales
$
249,129
229,136
Costs and expenses:
Cost of sales
152,347
142,296
Selling, general and administrative expenses
55,097
53,877
Amortization of intangible assets
8,572
7,030
Interest expense, net
3,226
2,269
Other expenses, net
666
314
Total costs and expenses
219,908
205,786
Earnings before income taxes
29,221
23,350
Income tax expense
6,002
5,472
Net earnings
23,219
17,878
Earnings per share:
Basic - Net earnings
0.90
0.69
Diluted - Net earnings
See accompanying notes to consolidated financial statements.
2
Six Months Ended
467,443
434,637
286,498
268,679
109,065
105,179
16,440
13,891
5,893
3,927
872
712
418,768
392,388
48,675
42,249
10,287
9,644
38,388
32,605
Basic — Net earnings
1.49
1.26
Diluted — Net earnings
3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
(4,745)
2,233
4,669
13,747
Total other comprehensive income (loss), net of tax
Comprehensive income
18,474
20,111
43,057
46,352
4
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
ASSETS
Current assets:
Cash and cash equivalents
59,436
41,866
Accounts receivable, net of allowance for credit losses of $2,260 and $2,264, respectively
187,535
198,557
Contract assets
139,303
138,633
Inventories
211,338
184,067
Other current assets
24,310
17,972
Total current assets
621,922
581,095
Property, plant and equipment, net of accumulated depreciation of $185,799 and $174,698, respectively
161,811
155,484
Intangible assets, net of accumulated amortization of $221,321 and $204,881, respectively
414,872
392,124
Goodwill
535,661
503,177
Operating lease assets
38,322
39,839
Other assets
11,603
11,495
Total assets
1,784,191
1,683,214
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt
20,000
Accounts payable
81,961
86,973
Contract liabilities
107,357
112,277
Accrued salaries
34,637
43,814
Accrued other expenses
44,975
51,587
Total current liabilities
288,930
314,651
Deferred tax liabilities
80,648
75,531
Non-current operating lease liabilities
35,444
36,554
Other liabilities
41,759
43,336
Long-term debt
171,000
82,000
Total liabilities
617,781
552,072
Shareholders’ equity:
Preferred stock, par value $.01 per share, authorized 10,000,000 shares
—
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 30,807,826 and 30,781,699 shares, respectively
308
Additional paid-in capital
308,065
304,850
Retained earnings
1,023,578
989,315
Accumulated other comprehensive loss, net of tax
(19,300)
(23,969)
1,312,651
1,270,504
Less treasury stock, at cost: 5,048,645 and 4,995,414 common shares, respectively
(146,241)
(139,362)
Total shareholders’ equity
1,166,410
1,131,142
Total liabilities and shareholders’ equity
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation and amortization
27,555
24,910
Stock compensation expense
4,144
5,309
Changes in assets and liabilities
(47,869)
(67,140)
Effect of deferred taxes
(2,981)
(1,145)
Net cash provided (used) by operating activities
19,237
(5,461)
Cash flows from investing activities:
Acquisition of business, net of cash acquired
(56,179)
(17,901)
Additions to capitalized software and other
(5,912)
(5,918)
Capital expenditures
(16,301)
(10,305)
Net cash used by investing activities
(78,392)
(34,124)
Cash flows from financing activities:
Proceeds from long-term debt and short-term borrowings
154,000
68,000
Principal payments on long-term debt and short-term borrowings
(65,000)
(60,000)
Purchases of common stock into treasury
(7,189)
(12,217)
Dividends paid
(4,125)
(4,128)
Other
(1,432)
(2,374)
Net cash provided (used) by financing activities
76,254
(10,719)
Effect of exchange rate changes on cash and cash equivalents
471
801
Net increase (decrease) in cash and cash equivalents
17,570
(49,503)
Cash and cash equivalents, beginning of period
97,724
Cash and cash equivalents, end of period
48,221
Supplemental cash flow information:
Interest paid
5,097
3,384
Income taxes paid (including state and foreign)
18,228
13,346
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements, in the opinion of management, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods presented. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all the disclosures required for annual financial statements by accounting principles generally accepted in the United States of America (GAAP).
The Company’s results for the three-month period ended March 31, 2024 are not necessarily indicative of the results for the entire 2024 fiscal year. References to the second quarters of 2024 and 2023 represent the fiscal quarters ended March 31, 2024 and 2023, respectively. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates.
2. EARNINGS PER SHARE (EPS)
Basic EPS is calculated using the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the weighted average number of common shares outstanding during the period plus shares issuable upon the assumed exercise of dilutive common share options and vesting of restricted shares by using the treasury stock method. The number of shares used in the calculation of earnings per share for each period presented is as follows (in thousands):
Three Months
Six Months
Ended March 31,
Weighted Average Shares Outstanding — Basic
25,792
25,800
25,794
25,831
Dilutive Restricted Shares
55
95
52
88
Adjusted Shares — Diluted
25,847
25,895
25,846
25,919
3. ACQUISITION
On November 9, 2023, the Company acquired MPE Limited (MPE), based in the United Kingdom, for a purchase price of approximately $56.2 million, net of cash acquired. MPE is a leading global manufacturer of high-performance EMC/EMP filters and capacitor products for military, utility, telecommunication, and other critical infrastructure applications. Since the date of acquisition, the operating results for the MPE business have been included as part of ETS-Lindgren in the Test segment. The acquisition date fair value of the assets acquired and liabilities assumed primarily were as follows: approximately $0.4 million of accounts receivable, $1.1 million of inventory, $1.7 million of property, plant and equipment, $0.7 million of accounts payable and accrued expenses, $7.8 million of deferred tax liabilities, and $31.1 million of identifiable intangible assets, mainly consisting of customer relationships totaling $29.1 million. The acquired goodwill of $30.3 million related to excess value associated with opportunities to expand the services and products that the Company can offer to its customers. The Company does not anticipate that the goodwill will be deductible for tax purposes.
4. SHARE-BASED COMPENSATION
The Company provides compensation benefits to certain key employees under several share-based plans providing for performance-accelerated and/or time-vested restricted stock unit awards, and to non-employee directors under a separate compensation plan.
Performance-Accelerated Restricted Stock Unit (PARS) Awards and Time-Vested Restricted Stock Unit (RSU) Awards, and Performance Share Unit (PSU) Awards
Compensation expense related to these awards was $1.7 million and $3.5 million for the three and six-month periods ended March 31, 2024, respectively, and $3.1 million and $4.7 million for the corresponding periods in 2023. As of March 31, 2024, there were 226,674 unvested stock units outstanding.
7
Non-Employee Directors Plan
Compensation expense related to the non-employee director grants was $0.3 million and $0.6 million for the three and six-month periods ended March 31, 2024, respectively, and $0.3 million and $0.6 million for the corresponding periods in 2023.
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 $2.0 million and $4.1 million for the three and six-month periods ended March 31, 2024, respectively, and $3.4 million and $5.3 million for the corresponding periods in 2023. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $0.3 million and $0.5 million for the three and six-month periods ended March 31, 2024, respectively, and $0.3 million and $0.6 million for the corresponding periods in 2023. As of March 31, 2024, there was $13.1 million of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a remaining weighted-average period of 1.8 years.
5. INVENTORIES
Inventories consist of the following:
(In thousands)
Finished goods
38,857
34,577
Work in process
54,889
42,178
Raw materials
117,592
107,312
Total inventories
6.
GOODWILL AND OTHER INTANGIBLE ASSETS
Included on the Company’s Consolidated Balance Sheets at March 31, 2024 and September 30, 2023 are the following intangible assets gross carrying amounts and accumulated amortization:
Intangible assets with determinable lives:
Patents
Gross carrying amount
2,516
Less: accumulated amortization
1,287
1,218
Net
1,229
1,298
Capitalized software
128,042
121,883
86,622
80,774
41,420
41,109
Customer relationships
327,695
296,927
122,542
113,311
205,153
183,616
15,144
14,232
10,870
9,578
4,274
4,654
Intangible assets with indefinite lives:
Trade names
162,796
161,447
8
The changes in the carrying amount of goodwill attributable to each business segment for the six months ended March 31, 2024 is as follows:
Aerospace
(Dollars in millions)
USG
Test
& Defense
Total
Balance as of September 30, 2023
353.6
34.0
115.6
503.2
Acquisition activity
30.3
Foreign currency translation
1.4
0.8
2.2
Balance as of March 31, 2024
355.0
65.1
535.7
7. BUSINESS SEGMENT INFORMATION
The Company is organized based on the products and services that it offers and classifies its continuing business operations in three reportable segments for financial reporting purposes: Aerospace & Defense (A&D), Utility Solutions Group (USG), and RF Test and Measurement (Test).
The Aerospace & Defense segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair), Globe Composite Solutions, LLC (Globe) and Mayday Manufacturing Co. (Mayday). The companies within this segment primarily design and manufacture specialty filtration, fluid control and naval products, including hydraulic filter elements and fluid control devices used in aerospace and defense applications; unique filter mechanisms used in micro-propulsion devices for satellites, custom designed filters for manned aircraft and submarines; products and systems to reduce vibration and/or acoustic signatures and otherwise reduce or obscure a vessel’s signature, and other communications, sealing, surface control and hydrodynamic related applications to enhance U.S. Navy maritime survivability; precision-tolerance machined components for the aerospace and defense industry; metal processing services; and miniature electro-explosive devices utilized in mission-critical defense and aerospace applications.
The USG segment’s operations consist primarily of Doble Engineering Company and related subsidiaries including Morgan Schaffer and Altanova (collectively, Doble), and NRG Systems, Inc. (NRG). Doble is an industry leader in the development, manufacture and delivery of diagnostic testing solutions that enable electric power grid operators to assess the integrity of high voltage power delivery equipment. It combines three core elements for customers – diagnostic test and condition monitoring instruments, expert consulting, and testing services – and provides access to its large reserve of related empirical knowledge. NRG is a global market leader in the design and manufacture of decision support tools for the renewable energy industry, primarily wind and solar.
The Test segment’s operations consist primarily of ETS-Lindgren Inc. and related subsidiaries (ETS-Lindgren). ETS-Lindgren is an industry leader in designing and manufacturing products and systems to measure and control RF and acoustic energy. It serves the acoustics, 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, acoustic test enclosures, 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 provides 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.
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Management evaluates and measures the performance of its reportable segments based on “Net Sales” and “EBIT”, which are detailed in the table below. EBIT is defined as earnings before interest and taxes.
NET SALES
Aerospace & Defense
114,701
98,982
209,434
181,965
87,309
79,161
170,293
150,206
47,119
50,993
87,716
102,466
Consolidated totals
EBIT
23,377
18,795
40,040
31,331
17,575
14,061
35,200
30,192
5,542
7,226
7,321
12,637
Corporate (loss)
(14,047)
(14,463)
(27,993)
(27,984)
Consolidated EBIT
32,447
25,619
54,568
46,176
Less: Interest expense
(3,226)
(2,269)
(5,893)
(3,927)
Non-GAAP Financial Measures
The financial measure “EBIT” is presented in the above table and elsewhere in this Report. EBIT on a consolidated basis is a non-GAAP financial measure. Management believes that EBIT is useful in assessing the operational profitability of the Company’s business segments because it excludes interest and taxes, which are generally accounted for across the entire Company on a consolidated basis. EBIT is also one of the measures used by management in determining resource allocations within the Company as well as incentive compensation. A reconciliation of EBIT to net earnings is set forth in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – EBIT.
The Company believes that the presentation of EBIT provides important supplemental information to investors to facilitate comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. However, the Company’s non-GAAP financial measures may not be comparable to other companies’ non-GAAP financial performance measures. Furthermore, the use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.
8. DEBT
The Company’s debt is summarized as follows:
Total borrowings
191,000
102,000
Current portion of long-term debt
(20,000)
Total long-term debt, less current portion
The Credit Facility includes a $500 million revolving line of credit as well as provisions allowing for the increase of the credit facility commitment amount by an additional $250 million, if necessary, with the consent of the lenders. The bank syndication supporting the facility is comprised of a diverse group of seven banks led by JP Morgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Commerce Bank and TD Bank, N.A. as co-documentation agents. The Credit Facility matures August 30, 2028, with balance due by this date.
At March 31, 2024, the Company had approximately $303 million available to borrow under the Credit Facility, plus the $250 million increase option subject to the lenders’ consent, in addition to $59.4 million cash on hand. The Company classified $20 million as the current portion of long-term debt as of March 31, 2024, as the Company intends to repay this amount within the next twelve months; however, the Company no contractual obligation to repay such amount during the next twelve months. The letters of credit issued and outstanding under the Credit Facility totaled $5.8 million at March 31, 2024.
10
Interest on borrowings under the Credit Facility is calculated at a spread over either an Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted CDOR Rate, Alternate Base Rate or Daily Simple RFR, at the Company’s election. The Credit Facility also requires a facility fee ranging from 12.5 to 25 basis points per annum on the unused portion. The interest rate spreads and the facility fee are subject to increase or decrease depending on the Company’s leverage ratio. The weighted average interest rates were 6.8% and 6.8% for the three and six-month periods ending March 31, 2024, respectively, and 6.0% and 5.3% for the three and six-month periods ending March 31, 2023. As of March 31, 2024, the Company was in compliance with all covenants.
9. INCOME TAX EXPENSE
The second quarter 2024 effective income tax rate was 20.5% compared to 23.4% in the second quarter of 2023. The effective income tax rate in the first six months of 2024 was 21.1% compared to 22.8% for the first six months of 2023. Income tax expense in the second quarter and first six months of 2024 was favorably impacted by discrete events including the release of a foreign valuation allowance and excess tax benefit related to the vesting of share-based director compensation.
10. SHAREHOLDERS’ EQUITY
The change in shareholders’ equity for the first three and six months of 2024 and 2023 is shown below (in thousands):
Three Months Ended March 31,
Six Months Ended March 31,
Common stock
Beginning balance
307
Stock plans
1
Ending balance
Additional paid-in-capital
305,283
300,697
301,553
2,782
3,487
3,215
2,631
304,184
1,002,420
917,682
905,022
Net earnings common stockholders
(2,061)
933,499
Accumulated other comprehensive income (loss)
(14,555)
(20,251)
(31,764)
13,746
(18,018)
Treasury stock
(132,037)
(126,961)
Share repurchases
(6,879)
(7,141)
(139,178)
Total equity
1,080,795
11. FAIR VALUE MEASUREMENTS
The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows:
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Financial Assets and Liabilities
The Company has estimated the fair value of its financial instruments as of March 31, 2024 and September 30, 2023 using available market information or other appropriate valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, inventories, payables, and other current assets and liabilities approximate fair value because of the short maturity of those instruments.
Fair Value of Financial Instruments
The Company’s forward contracts and interest rate swaps are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, and are immaterial.
Nonfinancial Assets and Liabilities
The Company’s nonfinancial assets such as property, plant and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. No impairments were recorded during the three and six-month periods ended March 31, 2024.
12. REVENUES
Disaggregation of Revenues
Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, 2024 are presented in the tables below as the Company deems it best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors. The tables below also include a reconciliation of the disaggregated revenue within each reportable segment.
Three months ended March 31, 2024
Customer type:
Commercial
49,382
85,220
34,537
169,139
Government
65,319
2,089
12,582
79,990
Total revenues
Geographic location:
United States
92,161
55,763
27,543
175,467
International
22,540
31,546
19,576
73,662
Revenue recognition method:
Point in time
53,463
70,285
10,301
134,049
Over time
61,238
17,024
36,818
115,080
12
Six months ended March 31, 2024
86,591
166,689
69,615
322,895
122,843
3,604
18,101
144,548
172,062
111,725
49,795
333,582
37,372
58,568
37,921
133,861
92,928
136,989
18,280
248,197
116,506
33,304
69,436
219,246
Revenues by customer type, geographic location, and revenue recognition method for the three and six-month periods ended March 31, 2023 are presented in the tables below.
Three months ended March 31, 2023
48,228
78,110
43,188
169,526
50,754
1,051
7,805
59,610
82,516
53,020
27,504
163,040
16,466
26,141
23,489
66,096
47,255
64,080
11,968
123,303
51,727
15,081
39,025
105,833
Six months ended March 31, 2023
84,968
148,273
89,180
322,421
96,997
1,933
13,286
112,216
151,450
99,399
55,007
305,856
30,515
50,807
47,459
128,781
80,859
120,111
21,069
222,039
101,106
30,095
81,397
212,598
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
13
these contracts reflects our estimate of returns and discounts, which are based on historical, current and forecasted information to determine the expected amount to which we will be entitled in exchange for transferring the promised goods or services to the customer. The realization of variable consideration occurs within a short period of time from product delivery; therefore, the time value of money effect is not significant. We primarily provide standard warranty programs for products in our commercial businesses for periods that typically range from one to two years. These assurance-type programs typically cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Under the typical payment terms of our long term fixed price contracts, the customer pays us either performance-based or progress payments. Performance-based payments represent interim payments based on quantifiable measures of performance or on the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses.
For our overtime revenue recognized using the output method of costs incurred, contract cost is estimated utilizing current contract specifications and expected engineering requirements. Contract costs typically are incurred over a period of several months to one or more years, and the estimation of these costs requires judgment. Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals. We review and update our projections of costs quarterly or more frequently when circumstances significantly change. In addition, in the USG segment, we recognize revenue as a series of distinct services based on each day of providing services (straight-line over the contract term) for certain of our USG segment contracts. Under the typical payment terms of our service contracts, the customer pays us in advance of when services are performed. In addition, in the Test segment, we use milestones to measure progress for our Test segment contracts because it best depicts the transfer of control to the customer that occurs as we incur costs on our contracts.
Remaining Performance Obligations
Remaining performance obligations, which is the equivalent of backlog, represent the expected transaction price allocated to contracts that the Company expects to recognize as revenue in future periods when the Company performs under the contracts. These remaining obligations include amounts that have been formally appropriated under contracts with the U.S. Government, and exclude unexercised contract options and potential orders under ordering-type contracts such as Indefinite Delivery, Indefinite Quantity contracts. At March 31, 2024, the Company had $837.7 million in remaining performance obligations of which the Company expects to recognize revenues of approximately 70% in the next twelve months.
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, 2024, contract assets, contract liabilities and accounts receivable totaled $139.3 million, $117.8 million and $187.5 million, respectively. During the first six months of 2024, the Company recognized approximately $44 million in revenues that were included in the contract liabilities balance at September 30, 2023. At September 30, 2023, contract assets, contract liabilities and accounts receivable totaled $138.6 million, $123.1 million and $198.6 million, respectively.
13. LEASES
The Company determines at lease inception whether an arrangement that provides control over the use of an asset is a lease. The Company recognizes at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. The Company has elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. Certain of the Company’s leases include options to extend the term of the lease for up to 20 years. When it is reasonably certain that the Company will exercise the option, Management includes the impact of the option in the lease term for purposes of determining total future lease payments. As most of the Company’s lease agreements do not explicitly state the discount rate implicit in the lease, Management uses the Company’s incremental borrowing rate on the commencement date to calculate the present value of future payments based on the tenor of each arrangement.
The Company’s leases for real estate commonly include escalating payments. These variable lease payments are included in the calculation of the ROU asset and lease liability. In addition to the present value of the future lease payments, the calculation of the ROU asset also includes any deferred rent, lease pre-payments and initial direct costs of obtaining the lease.
In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. Non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred.
The Company’s leases are for office space, manufacturing facilities, and machinery and equipment.
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The components of lease costs are shown below:
Finance lease cost
Amortization of right-of-use assets
372
393
Interest on lease liabilities
216
233
Operating lease cost
1,874
1,853
Total lease costs
2,462
2,479
765
786
439
469
3,738
3,498
4,942
4,753
Additional information related to leases are shown below:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
1,824
1,779
Operating cash flows from finance leases
Financing cash flows from finance leases
328
330
Right-of-use assets obtained in exchange for operating lease liabilities
1,679
618
3,643
3,380
683
658
14,582
March 31, 2024
March 31, 2023
Weighted-average remaining lease term
Operating leases
10.8
years
11.5
Finance leases
11.1
Weighted-average discount rate
4.55
%
4.40
4.68
4.61
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The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on our Consolidated Balance Sheet on March 31, 2024:
Operating
Finance
Years Ending September 30:
Leases
2024 (excluding the six months ended March 31, 2024)
3,389
1,090
2025
6,014
2026
4,729
2,297
2027
4,479
2,357
2028 and thereafter
33,206
16,470
Total minimum lease payments
51,817
24,447
Less: amounts representing interest
11,540
5,795
Present value of net minimum lease payments
40,277
18,652
Less: current portion of lease obligations
4,833
1,375
Non-current portion of lease obligations
17,277
ROU assets
14,427
Operating lease liabilities are included in the Consolidated Balance Sheet in accrued other expenses (current portion) and as a caption on the Consolidated Balance Sheet (long-term portion). Finance lease liabilities are included on the Consolidated Balance Sheet in accrued other expenses (current portion) and other liabilities (long-term portion). Operating lease ROU assets are included as a caption on the Consolidated Balance Sheet and finance lease ROU assets are included in Property, plant and equipment on the Consolidated Balance sheet.
14. NEW ACCOUNTING PRONOUNCEMENTS
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant expenses. The new segment disclosures are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management will review the extent of new disclosures necessary in the coming quarters, prior to implementation in our fiscal year 2025. 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. Management will review the extent of new disclosures necessary in the coming quarters, prior to implementation in our fiscal year 2026. Other than additional disclosure, we do not expect a change to our consolidated statements of operations, financial position, or cash flows.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
References to the second quarters of 2024 and 2023 represent the three-month periods ended March 31, 2024 and 2023, respectively.
OVERVIEW
In the second quarter of 2024, sales, net earnings and diluted earnings per share were $249.1 million, $23.2 million and $0.90 per share, respectively, compared to $229.1 million, $17.9 million and $0.69 per share, respectively, in the second quarter of 2023. In the first six months of 2024, sales, net earnings and diluted earnings per share were $467.4 million, $38.4 million and $1.49 per share, respectively, compared to $434.6 million, $32.6 million and $1.26 per share, respectively, in the first six months of 2023.
In the second quarter of 2024, net sales of $249.1 million were $20.0 million, or 8.7%, higher than the $229.1 million in the second quarter of 2023. In the first six months of 2024, net sales of $467.4 million were $32.8 million, or 7.5%, higher than the $434.6 million in the first six months of 2023. The increase in net sales in the second quarter of 2024 as compared to the second quarter of 2023 was due to a $15.7 million increase in the A&D segment and an $8.1 million increase in the USG segment, partially offset by a $3.9 million decrease in the Test segment. The increase in net sales in the first six months of 2024 as compared to the first six months of 2023 was due to a $27.4 million increase in the Aerospace & Defense segment, and a $20.1 million increase in the USG segment, partially offset by a $14.8 million decrease in the Test segment.
-Aerospace & Defense (A&D)
In the second quarter of 2024, net sales of $114.7 million were $15.7 million, or 15.9%, higher than the $99.0 million in the second quarter of 2023. In the first six months of 2024, net sales of $209.4 million were $27.4 million, or 15.1%, higher than the $182.0 million in the first six months of 2023. The sales increase in the second quarter of 2024 compared to the second quarter of 2023 was mainly due to a $5.1 million increase in commercial aerospace shipments, a $3.1 million increase in defense aerospace shipments and a $7.1 million increase in navy revenues. The sales increase in the first six months of 2024 compared to the first six months of 2023 was mainly due to a $7.8 million increase in commercial aerospace shipments, a $5.9 million increase in defense aerospace shipments and a $10.0 million increase in navy revenues.
-USG
In the second quarter of 2024, net sales of $87.3 million were $8.1 million, or 10.2%, higher than the $79.2 million in the second quarter of 2023. In the first six months of 2024, net sales of $170.3 million were $20.1 million, or 13.4%, higher than the $150.2 million in the first six months of 2023. The increase in the second quarter and first six months of 2024 compared to the corresponding periods of 2023 was mainly due to an increase in service revenue and cybersecurity/compliance (DUCe) revenue and an increase in net sales at NRG driven by continued strength in the renewables end-market, primarily solar.
-Test
In the second quarter of 2024, net sales of $47.1 million were $3.9 million, or 7.6%, lower than the $51.0 million in the second quarter of 2023. In the first six months of 2024, net sales of $87.7 million were $14.8 million, or 14.4%, lower than the $102.5 million in the first six months of 2023. The decrease in the second quarter of 2024 as compared to the second quarter of 2023 was primarily due to a $5.2 million decrease in sales from the Company’s U.S. and European operations due to lower wireless, filters and acoustic volumes partially offset by a $1.3 million increase in sales from the segment’s Asian operations. The decrease in the first six months of 2024 compared to the first six months of 2023 was due to a $11.3 million decrease in sales from the Company’s U.S. operations, a $2.8 million decrease in sales from the Company’s European operations and a $0.7 million decrease in sales from the Company’s Asian operations due to lower wireless, filters and acoustic volumes and timing of test and measurement chamber projects.
ORDERS AND BACKLOG
Backlog was $837.7 million at March 31, 2024 compared with $772.4 million at September 30, 2023. The Company received new orders totaling $239.1 million in the second quarter of 2024 compared to $251.6 million in the second quarter of 2023. Of the new orders received in the second quarter of 2024, $116.1 million related to Aerospace & Defense products, $79.0 million related to USG products, and $43.9 million related to Test products. Of the new orders received in the second quarter of 2023, $111.7 million related
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to Aerospace & Defense products (including $7 million of acquired backlog from the 2023 acquisition of CMT), $84.6 million related to USG products, and $55.3 million related to Test products.
The Company received new orders totaling $532.8 million in the first six months of 2024 compared to $480.5 million in the first six months of 2023. Of the new orders received in the first six months of 2024, $287.7 million related to Aerospace & Defense products, $156.0 million related to USG products, and $89.1 million related to Test products. Of the new orders received in the first six months of 2023, $208.9 million related to Aerospace & Defense products, $164.8 million related to USG products, and $106.8 million related to Test products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (SG&A) expenses for the second quarter of 2024 were $55.1 million (22.1% of net sales), compared with $53.9 million (23.5% of net sales) for the second quarter of 2023. For the first six months of 2024, SG&A expenses were $109.1 million (23.3% of net sales) compared to $105.2 million (24.2% of net sales) for the first six months of 2023. The increase in SG&A in the second quarter and first six months of 2024 compared to the corresponding periods of 2023 was mainly due to an increase within the USG and A&D segments due to higher sales, inflationary impacts and acquisition impacts.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets was $8.6 million and $16.4 million for the second quarter and first six months of 2024, respectively, compared to $7.0 million and $13.9 million for the corresponding periods of 2023. 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 2024 compared to the corresponding periods of 2023 was mainly due to an increase in amortization of capitalized software and amortization of intangible assets related to the MPE and CMT acquisitions.
OTHER EXPENSES (INCOME), NET
Other expenses, net, was $0.7 million in the second quarter of 2024 compared to $0.3 million of expenses in the second quarter of 2023. Other expenses, net, was $0.9 million in the first six months of 2024 compared to $0.7 million of expenses in the first six months of 2023. The principal component of other expenses, net, in the second quarter and first six months of 2024 was approximately $0.5 million of restructuring charges (primarily severance) within the Test and A&D segments. There were no individually significant items in other expenses, net, in the second quarter or first six months of 2023.
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 7 to the Consolidated Financial Statements, above. EBIT was $32.4 million (13.0% of net sales) for the second quarter of 2024 compared to $25.6 million (11.2% of net sales) for the second quarter of 2023. For the first six months of 2024, EBIT was $54.6 million (11.7% of net sales) compared to $46.2 million (10.6% of net sales) for the first six months of 2023.
The following table presents a reconciliation of EBIT to net earnings.
Plus: Interest expense, net
Plus: Income tax expense
–Aerospace & Defense
EBIT in the second quarter of 2024 was $23.4 million (20.4% of net sales) compared to $18.8 million (19.0% of net sales) in the second quarter of 2023. EBIT in the first six months of 2024 was $40.0 million (19.1% of net sales) compared to $31.3 million (17.2% of net sales) in the first six months of 2023. The increase in EBIT in the second quarter and first six months of 2024 compared to the corresponding periods of 2023 was mainly driven by leverage on higher sales volumes and price increases, partially offset by inflationary pressures and mix. EBIT was negatively impacted by $0.3 million of restructuring charges (primarily severance) in the
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second quarter and first six months of 2024. EBIT in the second quarter of 2023 was negatively impacted by a $0.6 million inventory step-up charge related to the CMT acquisition.
EBIT in the second quarter of 2024 was $17.6 million (20.2% of net sales) compared to $14.1 million (17.8% of net sales) in the second quarter of 2023. EBIT in the first six months of 2024 was $35.2 million (20.7% of net sales) compared to $30.2 million (20.1% of net sales) in the first six months of 2023. The increase in EBIT in the second quarter and first six months of 2024 compared to the corresponding periods of 2023 was mainly due to leverage on higher sales volumes at Doble and NRG, price increases and mix, partially offset by inflationary pressures.
EBIT in the second quarter of 2024 was $5.5 million (11.7% of net sales) compared to $7.2 million (14.2% of net sales) in the second quarter of 2023. EBIT in the first six months of 2024 was $7.3 million (8.3% of net sales) compared to $12.6 million (12.3% of net sales) in the first six months of 2023. The decrease in EBIT in the second quarter and first six months of 2024 compared to the corresponding periods of 2023 was primarily due to lower sales volumes mainly from the segment’s U.S and European operations and inflationary pressures partially offset by price increases and cost reduction actions. In addition, EBIT was negatively impacted by $0.2 million of restructuring charges (primarily severance) in the second quarter of 2024. In the first six months of 2024, EBIT was negatively impacted by $0.3 million of inventory step-up charges related to the MPE acquisition and $0.2 million of restructuring charges.
–Corporate
Corporate costs included in EBIT were $14.0 million and $28.0 million in the second quarter and first six months of 2024, respectively, compared to $14.5 million and $28.0 million in the corresponding periods of 2023. The decrease in Corporate costs in the second quarter of 2024 as compared to the prior year quarter was mainly due to executive management transition costs that were incurred in the prior year period.
INTEREST EXPENSE, NET
Interest expense was $3.2 million and $5.9 million in the second quarter and first six months of 2024, respectively, and $2.3 million and $3.9 million in the corresponding periods of 2023. The increase in interest expense in the second quarter and first six months of 2024 compared to the corresponding periods of 2023 was mainly due to higher average interest rates and higher average outstanding borrowings. The weighted average interest rates were 6.8% and 6.8% for the three and six-month periods ending March 31, 2024, respectively, and 6.0% and 6.3% for the three and six-month periods ending March 31, 2023.
INCOME TAX EXPENSE
CAPITAL RESOURCES AND LIQUIDITY
The Company’s overall financial position and liquidity remains strong. Working capital (current assets less current liabilities) increased to $333.0 million at March 31, 2024 from $266.4 million at September 30, 2023. Inventories increased by $27.3 million during this period due to a $13.9 million increase within the Aerospace & Defense segment, a $10.6 million increase within the USG segment and a $2.8 million increase within the Test segment resulting primarily from the timing of receipt of raw materials to meet anticipated demand and an increase in work in process inventories due to timing of manufacturing existing orders. Accrued salaries decreased by $9.2 million during this period due to timing of salaries and bonus payments.
Net cash provided (used) by operating activities was $19.2 million and ($5.5) million in the first six months of 2024 and 2023, respectively. The increase in net cash provided by operating activities in the first six months of 2024 as compared to the first six months of 2023 was mainly driven by lower accounts receivable balances due to an increase in collections and higher earnings.
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Capital expenditures were $16.3 million and $10.3 million in the first six months of 2024 and 2023, respectively. The increase in the first six months of 2024 compared to the prior year period was mainly due to an increase in building improvements and machinery & equipment within the A&D segment. In addition, the Company incurred expenditures for capitalized software of $5.9 million and $5.9 million in the first six months of 2024 and 2023, respectively.
Acquisition
On November 9, 2023, the Company acquired MPE Limited (MPE), based in the United Kingdom, for a purchase price of approximately $56.2 million, net of cash acquired. MPE is a leading global manufacturer of high-performance EMC/EMP filters and capacitor products for military, utility, telecommunication, and other critical infrastructure applications. Since the date of acquisition, the operating results for the MPE business have been included as part of ETS-Lindgren in the Test segment.
Credit Facility
At March 31, 2024, the Company had approximately $303 million available to borrow under its bank credit facility, a $250 million increase option, and $59.4 million cash on hand. At March 31, 2024, the Company had $191 million of outstanding borrowings under the credit facility in addition to outstanding letters of credit of $5.8 million. Cash flow from operations and borrowings under the Company’s credit facility are expected to meet the Company’s capital requirements and operational needs for the foreseeable future. The Company’s ability to access the additional $250 million increase option of the credit facility is subject to acceptance by participating or other outside banks.
Share Repurchases
During the first six months of 2024, the Company repurchased approximately 72,000 shares for approximately $7.2 million. For further information on the share repurchases during the second quarter of 2024, see Part II, Item 2 of this Report.
Dividends
A dividend of $0.08 per share, totaling $2.1 million, was paid on October 17, 2023 to stockholders of record as of October 3, 2023. A dividend of $0.08 per share, totaling $2.1 million, was paid on January 19, 2024 to stockholders of record as of January 4, 2024. Subsequent to March 31, 2024, a quarterly dividend of $0.08 per share, totaling $2.1 million, was paid on April 16, 2024 to stockholders of record as of April 1, 2024.
CRITICAL ACCOUNTING POLICIES
Management has evaluated the accounting policies used in the preparation of the Company’s financial statements and related notes and believes those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by Management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving Management judgments and estimates may be found in the Critical Accounting Policies section of Management’s Discussion and Analysis and in Note 1 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.
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
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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, 2023, and the following: 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 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, 2023.
ITEM 4. CONTROLS AND PROCEDURES
The Company carried out an evaluation, under the supervision and with the participation of Management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of that date. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
ISSUER PURCHASES OF EQUITY SECURITIES*
Total Number of
Approximate Dollar
Shares Purchased as
Value of Shares that
Total Number
Average
Part of Publicly
May Yet Be
of Shares
Price Paid
Announced Plans
Purchased Under the
Period
Purchased
per Share
or Programs
Plans or Programs
January 1-31, 2024
6,901
99.90
166.9 million
February 1-29, 2024
20,072
98.86
164.9 million
March 1-31, 2024
45,371
99.50
160.4 million
72,344
99.37
*
On August 5, 2021, the Company’s Board of Directors approved a common stock repurchase program, which was announced on August 9, 2021, authorizing us to repurchase shares of our stock from time to time at our discretion, in the open market or otherwise, up to a maximum total repurchase amount equal to $200 million (or such lesser amount as may be permitted under the Company’s bank credit agreements). This program is scheduled to expire September 30, 2024. The Company has not determined whether or when it may cease making repurchases under the program prior to its expiration.
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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
4.2
Amended and Restated Credit Agreement dated August 30, 2023
Exhibit 10.1 to the Company’s Form 8-K filed September 6, 2023
10.1
Form of Director Share Award Agreement (Non-Employee Director) (FY2024)
Filed herewith
31.1
Certification of Chief Executive Officer
31.2
Certification of Chief Financial Officer
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Certification of Chief Executive Officer and Chief Financial Officer
101.INS
XBRL Instance Document*
Submitted herewith
101.SCH
XBRL Schema Document*
101.CAL
XBRL Calculation Linkbase Document*
101.DEF
XBRL Definition Linkbase Document*
101.LAB
XBRL Label Linkbase Document*
101.PRE
XBRL Presentation Linkbase Document*
104
Cover Page Interactive Data File (contained in Exhibit 101)
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.
/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 10, 2024
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