エスコテクノロジーズの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2025

ESCO TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in Charter)

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

645 Maryville Centre Drive, Suite 300, St. Louis, Missouri	63141-5855
(Address of Principal Executive Offices)	(Zip Code)

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

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

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

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

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

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

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

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

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

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

Item 2.02

Results of Operations and Financial Condition

Item 7.01

Regulation FD Disclosure

Today, August 7, 2025, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2025 third quarter financial and operating results. The press release will be posted on the Registrant’s investor website (https://investor.escotechnologies.com), although the Registrant reserves the right to discontinue that availability at any time.

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

Item 9.01

Financial Statements and Exhibits

(d)           Exhibits

	Exhibit No.	Description of Exhibit
	99.1	Press Release dated August 7, 2025
	104	Cover Page Inline Interactive Data File

Other Matters

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

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

SIGNATURE

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

Date: August 7, 2025

	ESCO TECHNOLOGIES INC.

	By:	/s/ Christopher L. Tucker
		Christopher L. Tucker
		Senior Vice President and Chief Financial Officer

EX-99.1 2 tm2522627d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

NEWS FROM

For more information contact:

Kate Lowrey - VP of Investor Relations

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

ESCO REPORTS THIRD QUARTER FISCAL 2025 RESULTS

- Q3 Sales increase 27% to $296 Million -

- Q3 GAAP EPS from Continuing Operations decreases 13% to $0.96 -

- Q3 Adjusted EPS from Continuing Operations increases 25% to $1.60 -

- Q3 Orders increase 194% to $749 Million / Book-to-Bill of 2.53x -

- Increasing Guidance for FY’25 Adjusted EPS from Continuing Operations to $5.75-5.90 (21%-24% growth) -

ST. LOUIS, August 7, 2025 – ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the third quarter ended June 30, 2025 (Q3 2025).

On July 21, 2025, the Company announced that it had completed the sale of VACCO Industries. The VACCO operating results are presented as Discontinued Operations in the attached tables and are excluded from the following discussion of the Company’s results from Continuing Operations for the comparable periods. Prior Adjusted Earnings per Share guidance of $1.58 to $1.72 for the third quarter included VACCO’s estimated results, and actual Adjusted Earnings per Share on this basis was $1.67.

Operating Highlights

Q3 2025 Sales increased $62.7 million (27 percent) to $296.3 million compared to $233.6 million in Q3 2024. Organic Sales (excluding $37.1 million of Maritime sales for the 2 months post-closing) increased $25.6 million (11 percent) to $259.2 million.

Q3 2025 Entered Orders were $749.0 million with a book-to-bill ratio of 2.53x, resulting in record backlog of $1.17 billion. Q3 Orders included $364.2 million of acquired backlog at Maritime.

Q3 2025 GAAP EPS from Continuing Operations decreased 13 percent to $0.96 per share compared to $1.10 per share in Q3 2024. The decrease in GAAP EPS was primarily due to costs related to the Maritime acquisition in the quarter.

Q3 2025 Adjusted EPS from Continuing Operations increased 25 percent to $1.60 per share compared to $1.28 per share in Q3 2024.

Net Cash provided by Operating Activities from Continuing Operations was $88 million YTD, an increase of $25 million compared to the prior year period. Net Cash provided by Operating Activities from Discontinued Operations was $44 million for total Cash Flow from Operating Activities of $132 million YTD, an increase of $77 million compared to the prior year period.

Bryan Sayler, Chief Executive Officer and President, commented, “It has been a transformational period at ESCO as we have focused on integrating ESCO Maritime Solutions (Maritime) and finalizing the divestiture of VACCO Industries. With the completion of these transactions, we have taken an important step forward in the evolution of ESCO. We now have a meaningfully larger Navy business and have exited the space business. The impact of these changes can be seen both in our top and bottom line results, as our Sales increased 27 percent, Adjusted EPS from Continuing Operations increased 25 percent, and Adjusted EBIT margin increased 180 basis points to 21.1 percent in the quarter.

“Our newly enhanced portfolio of businesses is well positioned in end markets with attractive long term growth dynamics. With this strong market presence and our record backlog, we expect to continue to deliver above market growth and are pleased to issue Q4 guidance that once again raises our full year FY 2025 outlook.”

Segment Performance

Aerospace & Defense (A&D)

Sales increased $49.1 million (56 percent) to $136.3 million in Q3 2025 from $87.2 million in Q3 2024. The sales strength was driven by higher Navy (increased $34 million or 200 percent) and Aerospace (increased $13 million or 19 percent) compared to the prior year. Organic Sales (excluding $37.1 million of Maritime revenue for the 2 months post-closing) increased $12.0 million (14 percent) to $99.2 million.

EBIT increased $16.4 million in Q3 2025 to $36.6 million from $20.2 million in Q3 2024. Adjusted EBIT increased $19.1 million in Q3 2025 to $39.3 million (28.8 percent margin) from $20.2 million (23.2 percent margin) in Q3 2024. Margin improvement was driven by price increases, mix, and leverage on higher volume, partially offset by inflationary pressures. The addition of Maritime also had a positive impact on the Adjusted EBIT margin in the quarter.

Entered Orders increased $492 million (547 percent) to $582 million in Q3 2025 compared to $90 million in Q3 2024. Q3 2025 included $364 million of acquired backlog at Maritime. Without this impact, A&D orders increased $128 million (142 percent) to $218 million. The orders strength was driven by over $80 million in Virginia Class and Columbia Class orders at Globe and almost $50 million in orders at Maritime during the quarter. The segment book-to-bill was 4.27x in the quarter (1.60x without the acquired Maritime backlog), resulting in record backlog of $832 million.

Utility Solutions Group (USG)

Sales increased $2.1 million (2 percent) to $92.4 million in Q3 2025 from $90.3 million in Q3 2024. Doble’s sales increased by $0.7 million (1 percent) driven by higher offline testing products, partially offset by lower protection testing products revenue. NRG sales increased $1.4 million (8 percent) on higher wind and solar hardware sales. USG Q3 YTD Sales increased $9.2 million (4 percent) as Doble sales are up 6 percent, partially offset by lower NRG sales due to renewables market weakness.

EBIT decreased $0.7 million in Q3 2025 to $21.5 million from $22.2 million in Q3 2024. Adjusted EBIT decreased $0.4 million in Q3 2025 to $21.8 million (23.6 percent margin) from $22.2 million (24.6 percent margin) in Q3 2024. Margin was unfavorably impacted by inflationary pressures and mix, partially offset by price increases. USG’s Q3 YTD Adjusted EBIT margin of 23.4 percent has increased 130 basis points over the prior year as price increases and leverage on higher volume have more than offset inflationary pressures.

Entered Orders increased $6 million (6 percent) to $106 million in Q3 2025. Record quarterly orders at Doble of $87 million increased by $6 million (7 percent) over the prior year on strength across all product lines and highlighted by a large HV Test System order. NRG orders were flat to the prior year as lower orders in the U.S. were offset by higher wind orders in Canada and solar orders in Europe. The segment book-to-bill was 1.14x in the quarter, resulting in backlog of $137 million.

RF Test & Measurement (Test)

Sales increased $11.6 million (21 percent) to $67.7 million in Q3 2025 from $56.1 million in Q3 2024. Sales growth was driven by higher Test and Measurement (EMC), industrial shielding, and services sales.

EBIT and Adjusted EBIT increased $1.4 million in Q3 2025 to $10.7 million (15.9 percent margin) from $9.3 million (16.6 percent margin) in Q3 2024. Margin was unfavorably impacted by inflationary pressures and tariffs, partially offset by leverage on higher volume and price increases.

Entered Orders decreased $4 million (6 percent) to $61 million in Q3 2025. The decrease was primarily driven by lower U.S. industrial orders (large project booked in Q3 2024) partially offset by a strong quarter for Test & Measurement. The segment book-to-bill was 0.90x in the quarter, resulting in backlog of $196 million.

Business Outlook – 2025

FY 2025 full year guidance for revenue from continuing operations is being increased by $20 million and is now expected to be in the range of $1.075 to $1.105 billion (17 to 20 percent increase over the prior year). Organic revenue from continuing operations (excluding Maritime revenue of $90 to $100 million) is expected to be $985 to $1,005 million (7 to 9 percent increase over the prior year).

	Guidance Range ($ Millions)
Prior Guidance including Maritime (May)	$	1,180		$	1,210
Less Discontinued Operations (VACCO)	$	(125	)	$	(125	)
Guidance Increase	$	20		$	20
Updated Sales Guidance	$	1,075		$	1,105

Due to continued market strength and improvement in operational performance, our FY 2025 Adjusted EPS guidance reflects an increase and narrowing of our guidance range to $5.75 to $5.90 (21 to 24 percent growth over FY 2024 EPS from Continuing Operations of $4.77).

	Guidance Range
Previous FY 2025 Adjusted EPS Guidance including Maritime (May)	$	5.85		$	6.15
Less Discontinued Operations (VACCO)	$	(0.50	)	$	(0.50	)
Continuing Operations Guidance Increase	$	0.40		$	0.25
Updated FY 2025 Adjusted EPS Guidance - Continuing Operations	$	5.75		$	5.90

Management’s expectation is for Q4 Adjusted EPS from Continuing Operations to be in the range of $2.04 to $2.19 (14 to 22 percent growth over Q4 2024 Adjusted EPS from Continuing Operations of $1.79).

Dividend Payment

The next quarterly cash dividend of $0.08 per share will be paid on October 16, 2025 to stockholders of record on October 2, 2025.

Conference Call

The Company will host a conference call today, August 7, at 4:00 p.m. Central Time, to discuss the Company’s Q3 2025 results. A live audio webcast and an accompanying slide presentation will be available in the Investor Center of ESCO’s website. Participants may also access the webcast using this registration link. For those unable to participate, a webcast replay will be available after the call in the Investor Center of ESCO’s website.

Forward-Looking Statements

Statements in this press release regarding Management’s intentions, expectations and guidance for fiscal 2025, including restructuring and cost reduction actions, sales, orders, revenues, margin, earnings, Adjusted EPS, acquisition related amortization, and any other statements which are not strictly historical, are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. securities laws.

Investors are cautioned that such statements are only predictions and speak only as of the date of this presentation, 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, 2024 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 acquisitions; delivery delays or defaults by customers; performance issues with key customers, suppliers and subcontractors; material changes in the costs and availability of certain raw materials; material changes in the cost of credit; changes in laws and regulations including but not limited to changes in accounting standards and taxation; changes in interest, inflation and employment rates; costs relating to environmental matters arising from current or former facilities; uncertainty regarding the ultimate resolution of current disputes, claims, litigation or arbitration; and the integration and performance of acquired businesses.

Non-GAAP Financial Measures

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

EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS are not recognized in accordance with U.S. generally accepted accounting principles (GAAP). However, Management believes EBIT, Adjusted EBIT, EBITDA, and Adjusted EBITDA are useful in assessing the operational profitability of the Company’s business segments because they exclude interest, taxes, depreciation, and amortization, which are generally accounted for across the entire Company on a consolidated basis. EBIT is also one of the measures used by Management in determining resource allocations within the Company as well as incentive compensation. The presentation of EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS provides important supplemental information to investors by facilitating comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. The use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP.

About ESCO

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

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024
Net Sales	$	296,344			233,568
Cost and Expenses:
Cost of sales		174,350			135,373
Selling, general and administrative expenses		62,042			51,013
Amortization of intangible assets		16,753			8,145
Interest expense		7,921			3,335
Other (income) expenses, net		2,209			(264	)
Total costs and expenses		263,275			197,602

Earnings before income taxes		33,069			35,966
Income tax expense		8,314			7,654

Earnings from continuing operations		24,755			28,312

Earnings from discontinued operations, net of tax expense (benefit) of $599 and $288		1,310			918

Net earnings	$	26,065			29,230

Diluted - GAAP
Continuing operations	$	0.96			1.10
Discontinued operations		0.05			0.03
Net earnings	$	1.01			1.13

Diluted - As Adjusted Basis
Continuing Operations	$	1.60	(1)		1.28	(2)

Diluted average common shares O/S:		25,918			25,840

(1)	Q3 2025 Adjusted EPS from continuing operations excludes $0.64 per share of after-tax charges consisting of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.01 of restructuring charges (primarily severance) within the USG segment, and $0.40 of acquisition related amortization.

(2)	Q3 2024 Adjusted EPS from continuing operations excludes $0.18 per share of after-tax charges consisting of: $0.02 of Corporate acquisition costs, $0.01 or restructuring charges within the A&D and USG segments, and $0.15 of acquisition related amortization.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share amounts)

	Nine Months Ended June 30, 2025			Nine Months Ended June 30, 2024
Net Sales	$	742,714			645,621
Cost and Expenses:
Cost of sales		431,068			378,427
Selling, general and administrative expenses		171,305			152,607
Amortization of intangible assets		32,735			24,585
Interest expense		12,373			9,228
Other expenses (income), net		1,947			404
Total costs and expenses		649,428			565,251

Earnings before income taxes		93,286			80,370
Income tax expense		21,841			17,040

Earnings from continuing operations		71,445			63,330

Earnings from discontinued operations, net of tax expense (benefit) of $3,006 and $1,189		9,126			4,288

Net earnings	$	80,571			67,618

Diluted - GAAP
Continuing operations		2.76			2.46
Discontinued operations		0.35			0.16
Net earnings	$	3.11			2.62

Diluted - As Adjusted Basis
Continuing Operations	$	3.71	(1)		2.99	(2)

Diluted average common shares O/S:		25,876			25,844


(1)	YTD Q3 2025 Adjusted EPS from continuing operations excludes $0.95 per share of after-tax charges consisting primarily of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.02 of restructuring charges within the Test and USG segments, and $0.70 of acquisition related amortization.

(2)	YTD Q3 2024 Adjusted EPS from continuing operations excludes $0.53 per share of after-tax charges consisting of: $0.06 of MPE acquisition backlog and inventory step-up charges and acquisition costs, $0.03 of restructuring charges (primarily severance) within the Test, A&D and USG segments, and $0.44 of acquisition related amortization.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Business Segment Information (Unaudited) - Continuing Operations basis

(Dollars in thousands)

	GAAP						As Adjusted
	Q3 2025			Q3 2024			Q3 2025			Q3 2024
Net Sales
Aerospace & Defense	$	136,324			87,235			136,324			87,235
USG		92,357			90,277			92,357			90,277
Test		67,663			56,056			67,663			56,056
Totals	$	296,344			233,568			296,344			233,568

EBIT
Aerospace & Defense	$	36,577			20,150			39,319			20,233
USG		21,540			22,155			21,789			22,230
Test		10,732			9,292			10,732			9,297
Corporate		(27,859	)		(12,296	)		(9,184	)		(6,566	)
Consolidated EBIT		40,990			39,301			62,656			45,194
Less: Interest expense		(7,921	)		(3,335	)		(7,921	)		(3,335	)
Less: Income tax expense		(8,314	)		(7,654	)		(13,297	)		(9,009	)
Net earnings	$	24,755			28,312			41,438			32,850

Note 1: Adjusted net earnings of $41.4 million in Q3 2025 exclude $16.6 million (or $0.64 per share) of after-tax charges consisting of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.01 of restructuring charges (primarily severance) within the USG segment, and $0.40 of acquisition related amortization.

Note 2: Adjusted net earnings of $32.9 million in Q3 2024 exclude $4.5 million (or $0.18 per share) of after-tax charges consisting of: $0.02 of Corporate acquisition related costs, $0.01 of restructuring charges (primarily severance) within the A&D and USG segments, and $0.15 of acquisition related amortization.

EBITDA Reconciliation to Net earnings:							Q3 2025 -			Q3 2024 -
	Q3 2025			Q3 2024			As Adj			As Adj
Consolidated EBITDA	$	63,350			52,302			71,545			53,195
Less: Depr & Amort		(22,360	)		(13,001	)		(8,889	)		(8,001	)
Consolidated EBIT		40,990			39,301			62,656			45,194
Less: Interest expense		(7,921	)		(3,335	)		(7,921	)		(3,335	)
Less: Income tax expense		(8,314	)		(7,654	)		(13,297	)		(9,009	)
Net earnings	$	24,755			28,312			41,438			32,850

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Business Segment Information (Unaudited) - Continuing Operations basis

(Dollars in thousands)

	GAAP						As Adjusted
	YTD			YTD			YTD			YTD
	Q3 2025			Q3 2024			Q3 2025			Q3 2024
Net Sales
Aerospace & Defense	$	307,819			241,279			307,819			241,279
USG		269,784			260,570			269,784			260,570
Test		165,111			143,772			165,111			143,772
Totals	$	742,714			645,621			742,714			645,621

EBIT
Aerospace & Defense	$	78,246			55,919			81,016			56,061
USG		62,808			57,355			63,140			57,550
Test		21,523			16,613			21,988			17,094
Corporate		(56,918	)		(40,289	)		(28,142	)		(23,426	)
Consolidated EBIT		105,659			89,598			138,002			107,279
Less: Interest expense		(12,373	)		(9,228	)		(12,373	)		(9,228	)
Less: Income tax		(21,841	)		(17,040	)		(29,279	)		(21,106	)
Net earnings	$	71,445			63,330			96,350			76,945

Note 1: Adjusted net earnings of $96.4 million in YTD 2025 exclude $24.9 million (or $0.95 per share) of after-tax charges consisting of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.02 of restructuring charges within the Test and USG segments, and $0.70 of acquisition related amortization.

Note 2: Adjusted net earnings of $76.9 million in YTD 2024 exclude $13.6 million (or $0.53 per share) of after-tax charges consisting of $0.06 of MPE acquisition backlog and inventory step-up charges and acquisition costs, $0.03 of restructuring costs (primarily severance) within the Test, A&D and USG segments, and $0.44 of acquisition related amortization.

EBITDA Reconciliation to Net earnings:							YTD			YTD
	YTD			YTD			Q3 2025 -			Q3 2024 -
	Q3 2025			Q3 2024			As Adj			As Adj
Consolidated EBITDA	$	154,060			128,570			162,975			130,718
Less: Depr & Amort		(48,401	)		(38,972	)		(24,973	)		(23,439	)
Consolidated EBIT		105,659			89,598			138,002			107,279
Less: Interest expense		(12,373	)		(9,228	)		(12,373	)		(9,228	)
Less: Income tax expense		(21,841	)		(17,040	)		(29,279	)		(21,106	)
Net earnings	$	71,445			63,330			96,350			76,945

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

	June 30, 2025		September 30, 2024
Assets
Cash and cash equivalents	$	78,716		65,963
Accounts receivable, net		238,022		222,101
Contract assets		91,727		66,712
Inventories		237,110		195,465
Other current assets		32,596		21,027
Assets held for sale - current		76,552		97,381
Total current assets		754,723		668,649
Property, plant and equipment, net		167,236		149,251
Intangible assets, net		745,079		403,524
Goodwill		760,555		529,935
Operating lease assets		46,796		37,476
Other assets		17,208		13,791
Assets held for sale - other		34,788		35,994
	$	2,526,385		1,838,620

Liabilities and Shareholders' Equity
Current maturities of long-term debt	$	20,000		20,000
Accounts payable		86,209		88,936
Contract liabilities		205,591		80,844
Other current liabilities		110,535		97,575
Liabilities held for sale - current		74,505		62,499
Total current liabilities		496,840		349,854
Deferred tax liabilities		115,023		72,623
Non-current operating lease liabilities		43,633		34,810
Other liabilities		36,500		39,273
Long-term debt		505,000		102,000
Liabilities held for sale - other		2,775		2,710
Shareholders' equity		1,326,614		1,237,350
	$	2,526,385		1,838,620

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

	Nine Months Ended June 30, 2025			Nine Months Ended June 30, 2024
Cash flows from operating activities:
Net earnings	$	80,571			67,618
(Earnings) loss from discontinued operations		(9,126	)		(4,288	)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		48,401			38,972
Stock compensation expense		7,934			6,369
Changes in assets and liabilities		(33,473	)		(39,275	)
Effect of deferred taxes		(6,008	)		(6,302	)
Net cash provided by operating activities - continuing operations		88,299			63,094
Net cash provided (used) by operating activities - disc ops		43,703			(7,640	)
Net cash provided by operating activities		132,002			55,454

Cash flows from investing activities:
Acquisition of business, net of cash acquired		(472,006	)		(56,383	)
Capital expenditures		(24,210	)		(19,551	)
Additions to capitalized software		(13,018	)		(8,515	)
Net cash used by investing activities - continuing operations		(509,234	)		(84,449	)
Net cash used by investing activities - discontinued operations		(966	)		(5,439	)
Net cash used by investing activities		(510,200	)		(89,888	)

Cash flows from financing activities:
Proceeds from long-term debt		645,000			193,000
Principal payments on long-term debt and short-term borrowings		(242,000	)		(122,000	)
Dividends paid		(6,196	)		(6,185	)
Purchases of common stock into treasury		0			(7,998	)
Other		(6,205	)		(1,516	)
Net cash provided by financing activities - continuing operations		390,599			55,301
Net cash used by financing activities - discontinued operations		0			0
Net cash provided by financing activities		390,599			55,301

Effect of exchange rate changes on cash and cash equivalents		452			309

Net increase in cash and cash equivalents		12,853			21,176
Cash and cash equivalents, beginning of period		65,963			41,866
Cash and cash equivalents, end of period	$	78,816			63,042

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Other Selected Financial Data (Unaudited) - Continuing Operations Basis

(Dollars in thousands)

Backlog And Entered Orders - Q3 2025	A&D			USG			Test			Total
Beginning Backlog - 4/1/25	$	385,491			124,274			202,971			712,736
Entered Orders		582,354			105,524			61,152			749,030
Sales		(136,324	)		(92,357	)		(67,663	)		(296,344	)
Ending Backlog - 6/30/25	$	831,521			137,441			196,460			1,165,422

Backlog And Entered Orders - YTD Q3 2025	A&D			USG			Test			Total
Beginning Backlog - 10/1/24	$	385,601			119,943			158,644			664,188
Entered Orders		753,739			287,282			202,927			1,243,948
Sales		(307,819	)		(269,784	)		(165,111	)		(742,714	)
Ending Backlog - 6/30/25	$	831,521			137,441			196,460			1,165,422

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures (Unaudited)

EPS – Adjusted Basis Reconciliation – Q3 2025
EPS Continuing Operations– GAAP Basis – Q3 2025	$	0.96
Adjustments (defined below)		0.64
EPS Continuing Operations– As Adjusted Basis – Q3 2025	$	1.60

Adjustments exclude $0.64 per share consisting primarily of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.01 of restructuring charges within the USG segment, and $0.40 of acquisition related amortization.


EPS – Adjusted Basis Reconciliation – Q3 2024
EPS Continuing Operations– GAAP Basis – Q3 2024	$	1.10
Adjustments (defined below)		0.18
EPS Continuing Operations– As Adjusted Basis – Q3 2024	$	1.28

Adjustments exclude $0.18 per share consisting primarily of: $0.02 of Corporate acquisition costs, $0.01 of restructuring charges within the A&D and USG segments, and $0.15 of acquisition related amortization.

EPS – Adjusted Basis Reconciliation – YTD Q3 2025
EPS Continuing Operations– GAAP Basis – YTD Q3 2025	$	2.76
Adjustments (defined below)		0.95
EPS Continuing Operations – As Adjusted Basis – YTD Q3 2025	$	3.71

Adjustments exclude $0.95 per share consisting primarily of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.02 of restructuring charges within the Test and USG segments, and $0.70 of acquisition related amortization.

EPS – Adjusted Basis Reconciliation – YTD Q3 2024
EPS Continuing Operations – GAAP Basis – YTD Q3 2024	$	2.46
Adjustments (defined below)		0.53
EPS Continuing Operations – As Adjusted Basis – YTD Q3 2024	$	2.99

Adjustments exclude $0.53 per share consisting primarily of: $0.06 of MPE acquisition backlog charges and inventory step-up charges and acquisition costs, $0.03 of restructuring charges, and $0.44 of acquisition related amortization.