BEVERLY HILLS, CA / ACCESS Newswire / October 29, 2025 / Green Rain Energy Holdings Inc. (OTC:$GREH) ("Green Rain" or the "Company") proudly announces two strategic milestones advancing its nationwide clean energy and EV charging initiatives - the completion of its Rochester, NY project backed by a $400,000 utility incentive and the launch of a major EV infrastructure survey at the Tempe Hilton Hotel in downtown Tempe, Arizona. Together, these developments underscore Green Rain's proven ability to secure, d ...

Core Insights - ESE Entertainment Inc. has announced a significant agreement through its subsidiary, Bombee Global Entertainment Ltd., to provide white-label production and technical services for large events in November 2025, generating revenue of CAD $1,743,758 [1] Company Summary - ESE Entertainment Inc. operates in the live event production and broadcast services sector through its subsidiary, Bombee Global Entertainment Ltd. [1] - The agreement signed by Bombee is expected to enhance the company's revenue stream and solidify its position in the industry [1]

Core Viewpoint - ESCO Technologies Inc. is set to report its fourth quarter financial results on November 20, 2025, followed by a conference call to discuss the results and related commentary [1]. Group 1: Financial Reporting - The fourth quarter 2025 financial results will be announced after market close on November 20, 2025 [1]. - A conference call will take place at 4:00 p.m. Central Time to discuss the financial results [1]. - A webcast and accompanying slide presentation will be available in the Investor Center of ESCO's website prior to the call [1]. Group 2: Company Overview - ESCO Technologies is a global provider of highly engineered products and solutions serving diverse end-markets [3]. - The company manufactures filtration and fluid control products, advanced composites, and power management solutions for aviation, Navy, and industrial customers [3]. - ESCO is recognized as an industry leader in designing and manufacturing RF test and measurement products and systems, along with providing diagnostic instruments, software, and services to industrial power users and the electric utility and renewable energy sectors [3]. - The company is headquartered in St. Louis, Missouri, with offices and manufacturing facilities worldwide [3].

Core Insights - ESE Entertainment Inc. has announced the expansion of its subsidiary, Bombee Global Entertainment Ltd., into the US market [1] Group 1 - Bombee is recognized as a leader in live event production and broadcast services [1]

Core Insights - ESE Entertainment Inc.'s subsidiary, Bombee Global Entertainment Ltd., has been chosen as the exclusive production partner for the launch of FC Supra, a new soccer team in the Canadian Premier League [1][2] Group 1: Partnership and Event Details - The partnership signifies a milestone for Bombee as it expands its support for traditional sports, with the launch event being described as electrifying [2] - FC Supra's president emphasized the importance of local connections and the team's aim to create a new legacy in Quebec soccer [3] - Bombee's involvement in the launch is seen as a significant contribution to the team's history and future projects [4] Group 2: Company Background - Bombee was founded by industry veterans and has played a crucial role in the esports landscape, managing major events like DreamHack [5] - ESE Entertainment Inc. is a global technology company focused on gaming, providing services to video game developers and operating its own esports teams and gaming leagues [6]

Group 1 - ESE Entertainment Inc. has announced that its subsidiary, Bombee Global Entertainment Ltd., will serve as the exclusive production partner for New Era Productions [1] - Bombee is recognized as a leader in live event production and broadcast services [1] - New Era Productions is identified as one of North America's fastest-growing boxing and live entertainment promotion companies [1]

Group 1 - The company reported record revenue of $3.7 million, representing a 109% increase quarter-over-quarter [1] - Gross profit more than doubled to $528,000, indicating strong financial performance [1] - The gross margin improved to 14.1%, reflecting enhanced operational efficiency [1]

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[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents ESCO Technologies Inc.'s unaudited condensed consolidated financial statements for the third quarter and first nine months ended June 30, 2025, along with detailed notes on significant accounting policies, acquisitions, and segment performance [Condensed Consolidated Statements of Operations](index=2&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the third quarter ended June 30, 2025, net sales increased to $296.3 million from $233.6 million year-over-year, but net earnings decreased to $26.1 million from $29.2 million; for the nine months ended June 30, 2025, net sales grew to $742.7 million from $645.6 million, and net earnings increased to $80.6 million from $67.6 million compared to the prior year period Q3 Statement of Operations Highlights (in thousands, except per share amounts) | Metric | Q3 2025 | Q3 2024 | Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $296,344 | $233,568 | +26.8% | | Earnings from Continuing Operations | $24,755 | $28,312 | -12.6% | | **Net Earnings** | $26,065 | $29,230 | -10.8% | | **Diluted EPS (Net Earnings)** | $1.01 | $1.13 | -10.6% | Nine Months Statement of Operations Highlights (in thousands, except per share amounts) | Metric | Nine Months 2025 | Nine Months 2024 | Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $742,714 | $645,621 | +15.0% | | Earnings from Continuing Operations | $71,445 | $63,330 | +12.8% | | **Net Earnings** | $80,571 | $67,618 | +19.2% | | **Diluted EPS (Net Earnings)** | $3.11 | $2.62 | +18.7% | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased significantly to $2.53 billion from $1.84 billion at September 30, 2024, primarily driven by increases in Goodwill and Intangible assets from a recent acquisition; total liabilities also rose to $1.20 billion from $601.3 million, largely due to a substantial increase in long-term debt to fund the acquisition, while total shareholders' equity grew to $1.33 billion Balance Sheet Summary (in thousands) | Account | June 30, 2025 | Sept 30, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $754,723 | $668,649 | | **Goodwill** | $760,555 | $529,935 | | **Intangible Assets, net** | $745,079 | $403,524 | | **Total Assets** | **$2,526,385** | **$1,838,620** | | **Total Current Liabilities** | $496,840 | $349,854 | | **Long-term Debt** | $505,000 | $102,000 | | **Total Liabilities** | **$1,199,771** | **$601,270** | | **Total Shareholders' Equity** | $1,326,614 | $1,237,350 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended June 30, 2025, net cash provided by operating activities was $132.0 million, a significant increase from $55.5 million in the prior year period; net cash used in investing activities was $510.2 million, primarily for the acquisition of a business ($472.0 million), and net cash provided by financing activities was $390.6 million, driven by proceeds from long-term debt to fund the acquisition Cash Flow Summary (Nine Months Ended June 30, in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $132,002 | $55,454 | | **Net Cash used by Investing Activities** | ($510,200) | ($89,888) | | *Acquisition of business, net* | *($472,006)* | *($56,383)* | | **Net Cash from Financing Activities** | $390,599 | $55,301 | | *Proceeds from long-term debt* | *$645,000* | *$193,000* | | **Net Increase in Cash** | $12,853 | $21,176 | | **Cash at End of Period** | $78,816 | $63,042 | [Note 3. Acquisition](index=7&type=section&id=Note%203.%20ACQUISITION) On April 25, 2025, the company acquired the Signature Management & Power (SM&P) business from Ultra Maritime for approximately $472 million, now known as ESCO Maritime Solutions and part of the A&D segment, which added $37.1 million in revenue since the closing date and is expected to enhance the company's naval product offerings, with the preliminary purchase price allocation resulting in $222.7 million of goodwill - Completed the acquisition of Signature Management & Power (SM&P) for **~$472 million**, which will be integrated into the Aerospace & Defense (A&D) segment[17](index=17&type=chunk) - The acquired business, now ESCO Maritime Solutions, contributed **$37.1 million** in revenue in the quarter since the acquisition date[17](index=17&type=chunk) - The preliminary purchase price allocation includes **$290.5 million** for customer relationships, **$61.3 million** for backlog, and **$222.7 million** in goodwill[18](index=18&type=chunk) [Note 4. Assets Held for Sale / Discontinued Operations](index=9&type=section&id=Note%204.%20ASSETS%20HELD%20FOR%20SALE%20%2F%20DISCONTINUED%20OPERATIONS) The company entered into a definitive agreement to sell its VACCO Industries (VACCO) business to RBC Bearings Incorporated, with the divestiture completed on July 18, 2025, for net proceeds of approximately $275 million, representing a strategic exit from the Space business, with VACCO's results now reported as discontinued operations - Agreed to sell VACCO Industries to RBC Bearings, completing the transaction on July 18, 2025, for net proceeds of approximately **$275 million**[19](index=19&type=chunk) - The sale of VACCO represents a strategic shift to exit the Space business; its financial results are now classified as discontinued operations[19](index=19&type=chunk) VACCO Net Sales (Discontinued Operations, in millions) | Period | 2025 | 2024 | | :--- | :--- | :--- | | **Three Months** | $30.3 | $27.2 | | **Nine Months** | $96.4 | $82.6 | [Note 8. Business Segment Information](index=11&type=section&id=Note%208.%20BUSINESS%20SEGMENT%20INFORMATION) The company operates in three segments: Aerospace & Defense (A&D), Utility Solutions Group (USG), and RF Test and Measurement (Test); for the nine months ended June 30, 2025, A&D was the largest segment by sales ($307.8M) and EBIT ($78.2M), followed by USG (Sales $269.8M, EBIT $62.8M) and Test (Sales $165.1M, EBIT $21.5M) Segment Net Sales (in thousands) | Segment | Q3 2025 | Q3 2024 | Nine Months 2025 | Nine Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **Aerospace & Defense** | $136,324 | $87,235 | $307,819 | $241,279 | | **USG** | $92,357 | $90,277 | $269,784 | $260,570 | | **Test** | $67,663 | $56,056 | $165,111 | $143,772 | | **Consolidated** | **$296,344** | **$233,568** | **$742,714** | **$645,621** | Segment EBIT (in thousands) | Segment | Q3 2025 | Q3 2024 | Nine Months 2025 | Nine Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **Aerospace & Defense** | $36,577 | $20,150 | $78,246 | $55,919 | | **USG** | $21,540 | $22,155 | $62,808 | $57,355 | | **Test** | $10,732 | $9,292 | $21,523 | $16,613 | | **Corporate (loss)** | ($27,859) | ($12,296) | ($56,918) | ($40,289) | | **Consolidated EBIT** | **$40,990** | **$39,301** | **$105,659** | **$89,598** | [Note 13. Revenues](index=16&type=section&id=Note%2013.%20REVENUES) For the nine months ended June 30, 2025, total revenue was $742.7 million, with commercial customers accounting for $538.2 million and government customers for $204.5 million, and geographically, the United States contributed $496.7 million; the company's remaining performance obligations (backlog) stood at $1.165 billion, with approximately 66% expected to be recognized as revenue in the next twelve months Revenue Disaggregation (Nine Months Ended June 30, 2025, in thousands) | Category | A&D | USG | Test | Total | | :--- | :--- | :--- | :--- | :--- | | **By Customer Type** | | | | | | Commercial | $151,756 | $261,581 | $124,831 | $538,168 | | Government | $156,063 | $8,203 | $40,280 | $204,546 | | **By Geographic Location** | | | | | | United States | $226,444 | $173,121 | $97,086 | $496,651 | | International | $81,375 | $96,663 | $68,025 | $246,063 | - Remaining performance obligations (backlog) totaled **$1,165.4 million** as of June 30, 2025[56](index=56&type=chunk) - The company expects to recognize approximately **66%** of its backlog as revenue within the next twelve months[56](index=56&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the financial results, highlighting a 26.8% increase in Q3 net sales, driven primarily by the A&D segment and the Maritime acquisition; despite higher sales, Q3 net earnings from continuing operations declined due to increased costs associated with the acquisition, and the company's backlog significantly increased to $1.165 billion, with the discussion also covering segment-level performance, liquidity, and the strategic impacts of the recent acquisition and divestiture [Net Sales Analysis](index=21&type=section&id=Net%20Sales%20Analysis) Q3 2025 net sales rose 26.8% YoY to $296.3 million, and nine-month sales grew 15.0% to $742.7 million; the A&D segment was the primary driver, with Q3 sales up 56.3% ($49.1 million), including $37.1 million from the new Maritime business, while the Test segment grew 20.7%, and the USG segment grew 2.3% in the quarter - Q3 2025 net sales increased by **26.8%** year-over-year, driven by a **$49.0 million** increase in the A&D segment, an **$11.6 million** increase in Test, and a **$2.1 million** increase in USG[70](index=70&type=chunk) - A&D segment's Q3 sales growth of **56.3%** was mainly due to the Maritime acquisition (contributing **$37.1 million**) and increased commercial and defense aerospace shipments[71](index=71&type=chunk) [Orders and Backlog](index=23&type=section&id=Orders%20and%20Backlog) The company's backlog from continuing operations surged to $1.165 billion at June 30, 2025, up from $664 million at September 30, 2024; new orders in Q3 2025 were $749.1 million, a substantial increase from $254.9 million in Q3 2024, with this growth dominated by the A&D segment, which received $582.4 million in new orders, including $364.2 million of acquired backlog from the Maritime acquisition - Backlog from continuing operations increased to **$1,165 million** at June 30, 2025, from **$664 million** at September 30, 2024[74](index=74&type=chunk) - Q3 2025 new orders totaled **$749.1 million**, with the A&D segment contributing **$582.4 million**, which includes **$364.2 million** of backlog acquired with the Maritime business[74](index=74&type=chunk) [EBIT Analysis](index=23&type=section&id=EBIT%20Analysis) Consolidated EBIT from continuing operations was $41.0 million (13.8% of sales) in Q3 2025, compared to $39.3 million (16.8% of sales) in Q3 2024; the A&D segment's EBIT grew significantly due to higher sales volume from the Maritime acquisition, despite being negatively impacted by $2.7 million in acquisition-related charges, while corporate costs increased substantially, mainly due to amortization and transaction costs from the acquisition Consolidated EBIT from Continuing Operations (in thousands) | Period | Q3 2025 | Q3 2024 | Nine Months 2025 | Nine Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **EBIT** | $40,990 | $39,301 | $105,659 | $89,598 | | **EBIT Margin** | 13.8% | 16.8% | 14.2% | 13.9% | - A&D segment EBIT increased in Q3 and the first nine months of 2025, driven by higher sales volumes including the Maritime acquisition, though Q3 was negatively impacted by **$2.7 million** in inventory step-up and stamp duty charges[82](index=82&type=chunk) - Corporate costs increased in Q3 2025 to **$27.9 million** from **$12.3 million** YoY, primarily due to an **$8.4 million** increase in acquisition-related amortization and **$5.2 million** in acquisition costs from the Maritime deal[85](index=85&type=chunk) [Capital Resources and Liquidity](index=26&type=section&id=Capital%20Resources%20and%20Liquidity) The company's financial position remains strong, with $338 million available under its credit facility and $78.7 million in cash as of June 30, 2025; net cash from continuing operations increased to $88.3 million for the first nine months of 2025, and the company completed the $472 million acquisition of SM&P (Maritime) and the $275 million divestiture of VACCO, strategically reshaping its portfolio, while regular quarterly dividends of $0.08 per share were maintained - Working capital from continuing operations decreased to **$255.8 million** at June 30, 2025, from **$283.9 million** at September 30, 2024, mainly due to a **$124.7 million** increase in contract liabilities from the Maritime acquisition[88](index=88&type=chunk) - As of June 30, 2025, the company had approximately **$338 million** available to borrow under its credit facility, plus a **$250 million** increase option, and **$78.7 million** cash on hand[91](index=91&type=chunk) - Key strategic activities included the acquisition of SM&P (Maritime) for **~$472 million** and the divestiture of VACCO for **~$275 million**[92](index=92&type=chunk)[93](index=93&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risks stem from changes in interest rates and foreign currency exchange rates, which ESCO selectively manages using derivative financial instruments such as forward contracts and swaps, with no material changes to the company's market risks reported since the fiscal year ended September 30, 2024 - Primary market risks are related to interest rate changes and foreign currency exchange rate fluctuations[99](index=99&type=chunk) - The company uses derivative instruments like forward contracts and swaps to manage these risks; no material changes in market risk exposure were reported since September 30, 2024[99](index=99&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with the assessment of internal control over financial reporting excluding the recently acquired Signature Management & Power (Maritime) business, as the integration is still in process, which is permissible under SEC guidance - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the reporting period[100](index=100&type=chunk) - The assessment of internal controls over financial reporting excludes the newly acquired Maritime business, which is currently being integrated[100](index=100&type=chunk) [PART II - OTHER INFORMATION](index=30&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported that it did not repurchase any of its shares during the third quarter of fiscal year 2025 - No shares were repurchased by the company during the third quarter of 2025[102](index=102&type=chunk) [Item 6. Exhibits](index=31&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, credit agreements, CEO and CFO certifications, and XBRL interactive data files - Exhibits filed include certifications from the CEO (31.1) and CFO (31.2), as well as XBRL data files (101 series)[105](index=105&type=chunk)

Financial Data and Key Metrics Changes - ESCO Technologies reported a strong quarter with nearly 27% sales growth on a reported basis and 11% organic growth, excluding the Maritime acquisition [17] - Adjusted EBIT margins increased from 19.3% last year to 21.1% in this year's third quarter, while adjusted earnings per share rose by 25% to $1.6 per share [17][18] - The company ended Q3 with a record backlog of nearly $1,200 million, reflecting a significant increase in orders [16] Business Line Data and Key Metrics Changes - Aerospace and Defense segment saw revenue up almost 20% in the quarter and 15% year-to-date, with a reported growth of 56% and 14% organically, driven by significant orders for Virginia and Columbia class submarines [10][19] - The Utility Solutions Group experienced flat sales growth but strong order momentum, with a 5.5% increase in orders during the quarter [20][21] - The Test business achieved a 21% revenue growth over the prior year, with year-to-date revenue up by 15% [12][23] Market Data and Key Metrics Changes - The macroeconomic environment remains complicated due to evolving trade policies and geopolitical uncertainties, but the company has managed to mitigate impacts and deliver strong operating results [8] - The US renewables market is recalibrating post-legislation, but long-term demand drivers for electricity remain intact, including data centers and electrification of transportation [11][12] Company Strategy and Development Direction - The completion of the Maritime acquisition and VACCO divestiture marks a significant step in executing the company's portfolio strategy, focusing on the navy and aircraft markets [5][6] - The company is optimistic about long-term growth in the aerospace and navy markets, expecting increased production rates to drive future growth [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to manage potential future risks associated with tariffs and highlighted the strong performance of the core business [8][31] - The company raised its full-year guidance, projecting over 20% adjusted EPS growth compared to the prior year [13][29] Other Important Information - The company noted that the integration of Maritime into the ESCO portfolio is ongoing and requires considerable focus from the organization [6][7] - Strong operating cash flow results were reported, with favorable working capital performance compared to the previous year [26] Q&A Session Summary Question: Update on A&D orders for Globe - Management indicated no significant changes in the order pipeline for Globe and requested patience for future details [36][37] Question: Margin progression in A&D - Management reported strong margins driven by good price flow through and favorable material costs, with a positive outlook for future quarters [39][40][41] Question: Increase in outlook for revenue and earnings - Management attributed the increase to strong performance in the Test business and incremental volume in A&D, offset by some weakness in the NRG business [48][50] Question: Impact of VACCO in 2026 - Management discussed the transition to discontinued operations for VACCO and expressed optimism about growth in A&D and Maritime segments [53][54] Question: Pace of naval deliveries - Management expects an increase in the pace of deliveries, influenced by both US and UK naval dynamics [55][56] Question: USG margins and Doble performance - Management acknowledged a temporary dip in margins due to timing of sales but remains positive about the long-term outlook [65][66] Question: Impact of recent treaty on nuclear subs - Management viewed the treaty as a positive development for the business and expressed confidence in the investments made in the Royal Navy and UK shipbuilding [71][73]