Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Dec. 31, 2013 | Jan. 31, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'ESE | ' |
Entity Common Stock, Shares Outstanding | ' | 26,493,939 |
Entity Registrant Name | 'ESCO TECHNOLOGIES INC | ' |
Entity Central Index Key | '0000866706 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Net sales | $124,450 | $110,518 |
Costs and expenses: | ' | ' |
Cost of sales | 74,281 | 66,757 |
Selling, general and administrative expenses | 33,872 | 33,677 |
Amortization of intangible assets | 1,686 | 1,535 |
Interest expense, net | 692 | 585 |
Other expenses (income), net | 179 | -56 |
Total costs and expenses | 110,710 | 102,498 |
Earnings before income taxes | 13,740 | 8,020 |
Income tax expense | 4,908 | 2,677 |
Net earnings from continuing operations | 8,832 | 5,343 |
Earnings (loss) from discontinued operations, net of tax expense (benefit) of $1,306 and $(2,626), respectively | 2,357 | -5,097 |
Net earnings | $11,189 | $246 |
Earnings (loss) per share: | ' | ' |
Basic - Continuing operations | $0.33 | $0.20 |
- Discontinued operations | $0.09 | ($0.19) |
- Net earnings | $0.42 | $0.01 |
Earnings (loss) per share: | ' | ' |
Diluted - Continuing operations | $0.33 | $0.20 |
- Discontinued operations | $0.09 | ($0.19) |
- Net earnings | $0.42 | $0.01 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest, Total | $1,306 | ($2,626) |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Net earnings | $11,189 | $246 |
Other comprehensive income (loss), net of tax: | ' | ' |
Foreign currency translation adjustments | 574 | 975 |
Amortization of prior service costs and actuarial losses | 0 | -109 |
Total other comprehensive income (loss), net of tax | 574 | 866 |
Comprehensive income (loss) | $11,763 | $1,112 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $34,367 | $42,850 |
Accounts receivable, net | 88,480 | 91,980 |
Costs and estimated earnings on long-term contracts, less progress billings of $23,723 and $30,887, respectively | 16,577 | 20,717 |
Inventories | 93,805 | 90,228 |
Current portion of deferred tax assets | 23,684 | 23,349 |
Other current assets | 7,344 | 15,930 |
Assets held for sale - current | 119,547 | 108,867 |
Total current assets | 383,804 | 393,921 |
Property, plant and equipment, net of accumulated depreciation of $66,542 and $64,332, respectively | 75,265 | 75,536 |
Intangible assets, net of accumulated amortization of $35,638 and $33,952, respectively | 180,543 | 180,217 |
Goodwill | 283,399 | 282,949 |
Other assets | 9,118 | 9,469 |
Assets held for sale - other | 151,711 | 150,236 |
Total assets | 1,083,840 | 1,092,328 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ' | ' |
Current maturities of long-term debt | 50,507 | 50,000 |
Accounts payable | 25,155 | 38,537 |
Advance payments on long-term contracts, less costs incurred of $39,349 and $23,853, respectively | 17,902 | 17,543 |
Accrued salaries | 16,593 | 21,730 |
Current portion of deferred revenue | 16,233 | 17,508 |
Accrued other expenses | 19,089 | 21,453 |
Liabilities held for sale - current | 61,577 | 63,585 |
Total current liabilities | 207,056 | 230,356 |
Pension obligations | 18,848 | 19,089 |
Deferred tax liabilities | 101,533 | 99,795 |
Other liabilities | 3,271 | 3,348 |
Long-term debt | 127,000 | 122,000 |
Liabilities held for sale - other | 14,961 | 16,026 |
Total liabilities | 472,669 | 490,614 |
Shareholders' equity: | ' | ' |
Preferred stock, par value $.01 per share, authorized 10,000,000 shares | 0 | 0 |
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 30,194,146 and 30,147,504 shares, respectively | 302 | 301 |
Additional paid-in capital | 284,324 | 284,565 |
Retained earnings | 416,576 | 407,512 |
Accumulated other comprehensive loss, net of tax | -16,082 | -16,656 |
Total stockholders' equity before Treasury Stock | 685,120 | 675,722 |
Less treasury stock, at cost: 3,703,807 and 3,707,407 common shares, respectively | -73,949 | -74,008 |
Total shareholders’ equity | 611,171 | 601,714 |
Total Liabilities and Shareholders’ Equity | $1,083,840 | $1,092,328 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Costs and estimated earnings on long-term contracts, progress billings | $23,723 | $30,887 |
Property, plant and equipment, net of accumulated depreciation | 66,542 | 64,332 |
Intangible assets, net of accumulated amortization | 35,638 | 33,952 |
Advance payments on long-term contracts, costs incurred | $39,349 | $23,853 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 30,194,146 | 30,147,504 |
Treasury stock, shares | 3,703,807 | 3,707,407 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net earnings | $11,189 | $246 |
Adjustments to reconcile net earnings to net cash (used) provided by operating activities: | ' | ' |
Net loss (earnings) from discontinued operations, net of tax | -2,357 | 5,097 |
Depreciation and amortization | 4,040 | 3,635 |
Stock compensation expense | 1,249 | 1,076 |
Changes in current assets and liabilities | -7,954 | -16,307 |
Effect of deferred taxes | 1,403 | 1,798 |
Change in deferred revenue and costs, net | -1,196 | -2,327 |
Pension contributions | -500 | -730 |
Other | -1,562 | 883 |
Net cash provided (used) by operating activities - continuing operations | 4,312 | -6,629 |
Net cash (used) provided by operating activities - discontinued operations | -10,997 | 8,282 |
Net cash (used) provided by operating activities | -6,685 | 1,653 |
Cash flows from investing activities: | ' | ' |
Acquisition of businesses, net of cash acquired | 0 | -3,247 |
Additions to capitalized software | -1,826 | -2,075 |
Capital expenditures | -2,135 | -4,061 |
Net cash used by investing activities - continuing operations | -3,961 | -9,383 |
Net cash used by investing activities - discontinued operations | -1,794 | -28,229 |
Net cash used by investing activities | -5,755 | -37,612 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term debt | 20,507 | 53,630 |
Principal payments on long-term debt | -15,000 | -4,000 |
Dividends paid | -2,124 | -2,132 |
Purchases of common stock into treasury | 0 | -9,703 |
Proceeds from exercise of stock options | 0 | 549 |
Other | 0 | -86 |
Net cash provided by financing activities | 3,383 | 38,258 |
Effect of exchange rate changes on cash and cash equivalents | 574 | 975 |
Net increase (decrease) in cash and cash equivalents | -8,483 | 3,274 |
Cash and cash equivalents, beginning of period | 42,850 | 30,215 |
Cash and cash equivalents, end of period | $34,367 | $33,489 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended | ||
Dec. 31, 2013 | |||
Basis Of Presentation [Abstract] | ' | ||
BASIS OF PRESENTATION | ' | ||
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). For further information, refer to the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2013. Certain 2013 amounts have been reclassified to conform with the 2014 presentation. | |||
The Company’s business is typically not impacted by seasonality; however, the results for the three-month periods ended December 31, 2013 are not necessarily indicative of the results for the entire 2014 fiscal year. References to the first quarters of 2014 and 2013 represent the fiscal quarters ended December 31, 2013 and 2012, respectively. | |||
In preparing the financial statements, the Company uses estimates and assumptions that may affect reported amounts and disclosures. The Company regularly evaluates the estimates and assumptions related to the allowance for doubtful trade receivables, inventory obsolescence, warranty reserves, value of equity-based awards, goodwill and purchased intangible asset valuations, asset impairments, employee benefit plan liabilities, income tax liabilities and assets and related valuation allowances, uncertain tax positions, and claims, litigation and other loss contingencies. Actual results could differ from those estimates. | |||
ASSETS_HELD_FOR_SALE
ASSETS HELD FOR SALE | 3 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||
ASSETS HELD FOR SALE | ' | ||||||
2 | ASSETS HELD FOR SALE | ||||||
During the third quarter of 2013, the Company’s Board of Directors approved the initiation of a process to sell that portion of the Company’s Utility Solutions business segment represented by its subsidiary Aclara Technologies LLC (Aclara). Aclara is a supplier of special purpose fixed-network communications systems for electric, gas and water utilities, including hardware and software to support advanced metering applications. Aclara’s assets and liabilities constitute a disposal group to be classified as held for sale and Aclara constitutes a component of the Company with operations and cash flows that are clearly distinguishable, operationally and for financial reporting purposes, from the rest of the entity. The results of operations of a component of an entity that either has been disposed of or is classified as held for sale shall be reported in discontinued operations. Accordingly, Aclara is reflected as discontinued operations and/or assets/liabilities held for sale in the financial statements and related notes for all periods presented. | |||||||
Aclara’s pretax earnings (loss) recorded in discontinued operations was $3.7 million and $(7.7) million for the three-month periods ended December 31, 2013 and 2012, respectively. Aclara’s net sales were $51.9 million and $34.7 million for the three-month periods ended December 31, 2013 and 2012, respectively. Aclara’s operations were included within the Company's USG segment prior to the classification as discontinued operations. | |||||||
The major classes of Aclara assets and liabilities held for sale included in the Consolidated Balance Sheets at December 31, 2013 and September 30, 2013 are shown below (in millions). | |||||||
December 31, | |||||||
2013 | September 30, 2013 | ||||||
Assets: | |||||||
Accounts receivable, net | $ | 62.3 | 55.5 | ||||
Inventories | 33.3 | 34.9 | |||||
Other current assets | 23.9 | 18.5 | |||||
Current assets | 119.5 | 108.9 | |||||
Net property, plant & equipment | 15.2 | 14.5 | |||||
Intangible assets, net | 67.1 | 66 | |||||
Goodwill | 57.9 | 57.9 | |||||
Other assets | 11.6 | 11.8 | |||||
Total assets | $ | 271.3 | 259.1 | ||||
Liabilities: | |||||||
Accounts payable | $ | 17.1 | 22.2 | ||||
Accrued expenses and other current liabilities | 44.5 | 41.4 | |||||
Current liabilities | 61.6 | 63.6 | |||||
Other liabilities | 14.9 | 16 | |||||
Total liabilities | $ | 76.5 | 79.6 | ||||
EARNINGS_PER_SHARE_EPS
EARNINGS PER SHARE (EPS) | 3 Months Ended | |||||
Dec. 31, 2013 | ||||||
Earnings Per Share (EPS) [Abstract] | ' | |||||
EARNINGS PER SHARE (EPS) | ' | |||||
3 | 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 performance-accelerated restricted shares (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 Ended | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Weighted Average Shares | 26,483 | 26,495 | ||||
Outstanding - Basic | ||||||
Dilutive Options and | 255 | 185 | ||||
Restricted Shares | ||||||
Adjusted Shares - Diluted | 26,738 | 26,680 | ||||
Options to purchase 5,683 shares of common stock at prices of $37.54 were outstanding during the three-month periods ended December 31, 2013, but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 99,709 shares of common stock at prices ranging from $36.70 - $37.98 were outstanding during the three-month periods ended December 31, 2012, but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares. The options expire at various periods through 2014. Approximately 233,000 and 244,000 restricted shares were excluded from the computation of diluted EPS for the three-month periods ended December 31, 2013 and 2012, respectively, based upon the application of the treasury stock method. | ||||||
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||
SHARE-BASED COMPENSATION | ' | |||||||||||
4 | SHARE-BASED COMPENSATION | |||||||||||
The Company provides compensation benefits to certain key employees under several share-based plans providing for employee stock options and/or performance-accelerated restricted shares (restricted shares), and to non-employee directors under a non-employee directors compensation plan. | ||||||||||||
Stock Option Plans | ||||||||||||
The fair value of each option award is estimated as of the date of grant using the Black-Scholes option pricing model. Expected volatility is based on historical volatility of the Company’s stock calculated over the expected term of the option. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the date of grant. The expected dividend yield is based on historical dividend rates. There were no stock option grants during the first quarter of fiscal 2014. Pretax compensation expense related to stock option awards was less than $0.1 million for the three-month periods ended December 31, 2013 and 2012, respectively. | ||||||||||||
Information regarding stock options awarded under the option plans is as follows: | ||||||||||||
Shares | Weighted | Aggregate | Weighted | |||||||||
Average | Intrinsic | Average | ||||||||||
Price | Value | Remaining | ||||||||||
(in millions) | Contractual | |||||||||||
Life | ||||||||||||
Outstanding at October 1, 2013 | 67,350 | $ | 37.39 | |||||||||
Granted | – | $ | – | |||||||||
Exercised | – | $ | – | |||||||||
Cancelled / Expired | -65,350 | $ | 37.54 | |||||||||
Outstanding at December 31, 2013 | 2,000 | $ | 32.55 | $ | 0 | 0.08 | ||||||
Exercisable at December 31, 2013 | 2,000 | $ | 32.55 | $ | 0 | |||||||
Performance-Accelerated Restricted Share Awards | ||||||||||||
Pretax compensation expense related to the restricted share awards was $1.1 million and $0.9 million for the three-month periods ended December 31, 2013 and 2012, respectively. There were 534,649 non-vested shares outstanding as of December 31, 2013. | ||||||||||||
Non-Employee Directors Plan | ||||||||||||
Pretax compensation expense related to the non-employee director grants was $0.1 million and $0.2 million for the three-month periods ended December 31, 2013 and 2012, respectively. | ||||||||||||
The total share-based compensation cost that has been recognized in results of continuing operations and included within selling, general and administrative expenses (SG&A) was $1.2 million and $1.1 million for the three-month periods ended December 31, 2013 and 2012, respectively. The total income tax benefit recognized in results of operations for share-based compensation arrangements was zero and $0.1 million for the three-month periods ended December 31, 2013 and 2012, respectively. As of December 31, 2013, there was $8.0 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 1.6 years. | ||||||||||||
INVENTORIES
INVENTORIES | 3 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Inventories [Abstract] | ' | ||||||
INVENTORIES | ' | ||||||
5. INVENTORIES | |||||||
Inventories from continuing operations consist of the following: | |||||||
December 31, | September 30, | ||||||
(In thousands) | 2013 | 2013 | |||||
Finished goods | $ | 17,979 | 20,925 | ||||
Work in process, including long-term | 36,859 | 30,884 | |||||
contracts | |||||||
Raw materials | 38,967 | 38,419 | |||||
Total inventories | $ | 93,805 | 90,228 | ||||
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Segment Information [Abstract] | ' | |||||||
BUSINESS SEGMENT INFORMATION | ' | |||||||
6 | BUSINESS SEGMENT INFORMATION | |||||||
The Company is organized based on the products and services that it offers. Under this organizational structure, the Company has three reporting segments: Filtration/Fluid Flow (Filtration), RF Shielding and Test (Test), and Utility Solutions Group (USG). The Filtration segment’s operations consist of PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair) and Thermoform Engineered Quality LLC (TEQ). The companies within this segment primarily design and manufacture specialty filtration products, including hydraulic filter elements used in commercial aerospace applications, unique filter mechanisms used in micro-propulsion devices for satellites and custom designed filters for manned and unmanned aircraft. Test segment operations consist of ETS-Lindgren Inc. (ETS-Lindgren). ETS-Lindgren is an industry leader in providing its customers with the ability to identify, measure and contain magnetic, electromagnetic and acoustic energy. | ||||||||
The USG segment’s operations consist of Doble Engineering Company (Doble). Doble provides high-end, intelligent diagnostic test solutions for the electric power delivery industry and is a leading supplier of partial discharge testing instruments used to assess the integrity of high voltage power delivery equipment. Prior to the third quarter of fiscal 2013, USG also included Aclara Technologies LLC. See Note 2. | ||||||||
Management evaluates and measures the performance of its operating segments based on “Net Sales” and “EBIT”, which are detailed in the table below. EBIT is defined as earnings from continuing operations before interest and taxes. The table below is presented on the basis of continuing operations and excludes discontinued operations. | ||||||||
(In thousands) | Three Months Ended | |||||||
December 31, | ||||||||
2013 | 2012 | |||||||
NET SALES | ||||||||
Filtration | $ | 55,478 | 46,352 | |||||
Test | 39,477 | 36,295 | ||||||
USG | 29,495 | 27,871 | ||||||
Consolidated totals | $ | 124,450 | 110,518 | |||||
EBIT | ||||||||
Filtration | $ | 9,484 | 8,801 | |||||
Test | 3,575 | 519 | ||||||
USG | 7,647 | 5,454 | ||||||
Corporate (loss) | -6,274 | -6,169 | ||||||
Consolidated EBIT | 14,432 | 8,605 | ||||||
Less: Interest expense | -692 | -585 | ||||||
Earnings before income taxes | $ | 13,740 | 8,020 | |||||
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. | ||||||||
The Company believes that the presentation of EBIT 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. 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. | ||||||||
DEBT
DEBT | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt [Abstract] | ' | |||||||
DEBT | ' | |||||||
7. DEBT | ||||||||
The Company’s debt is summarized as follows: | ||||||||
(In thousands) | December 31, | September 30, | ||||||
2013 | 2013 | |||||||
Total borrowings | $ | 177,507 | 172,000 | |||||
Short-term borrowings and current portion | -50,507 | -50,000 | ||||||
of long-term debt | ||||||||
Total long-term debt, less current portion | $ | 127,000 | 122,000 | |||||
On May 14, 2012, the Company entered into a $450 million five-year revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, PNC Bank, N.A., as syndication agent, and eight other participating lenders (the “Credit Facility). Through a credit facility expansion option, the Company may elect to increase the size of the credit facility by entering into incremental term loans, in any agreed currency, at a minimum of $25 million each up to a maximum of $250 million aggregate. | ||||||||
At December 31, 2013, the Company had approximately $264 million available to borrow under the credit facility, and a $250 million increase option, in addition to $34.4 million cash on hand. At December 31, 2013, the Company had $186 million of outstanding borrowings under the credit facility including outstanding letters of credit of $9.0 million. The Company also had $0.5 million of short-term borrowings outstanding at December 31, 2013 under a separate foreign borrowing. 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. | ||||||||
The credit facility requires, as determined by certain financial ratios, a facility fee ranging from 17.5 to 35.0 basis points per year on the unused portion. The terms of the facility provide that interest on borrowings may be calculated at a spread over the London Interbank Offered Rate (LIBOR) or based on the prime rate, at the Company’s election. The facility is secured by the unlimited guaranty of the Company’s material domestic subsidiaries and a 65% pledge of the material foreign subsidiaries’ share equity. The financial covenants of the credit facility also include a leverage ratio and an interest coverage ratio. At December 31, 2013, the Company was in compliance with all debt covenants. | ||||||||
INCOME_TAX_EXPENSE
INCOME TAX EXPENSE | 3 Months Ended |
Dec. 31, 2013 | |
Income Tax Expense [Abstract] | ' |
INCOME TAX EXPENSE | ' |
8. INCOME TAX EXPENSE | |
The first quarter 2014 effective income tax rate from continuing operations was 35.7% compared to 33.4% in the first quarter of 2013. The income tax expense in the first quarter of 2014 was unfavorably impacted by a 0.8% decrease in foreign tax rate benefit. The income tax expense in the first quarter of 2013 was favorably impacted by 0.9% from the release of accruals related to uncertain tax positions as a result of a lapse of the applicable statute of limitations. There was no lapse of statute in the first quarter of 2014. The Company estimates the fiscal 2014 effective tax rate from continuing operations will be approximately 35%. | |
During the three-month period ended December 31, 2013, there was no material change in the unrecognized tax benefits. The Company anticipates a $1.1 million reduction in the amount of unrecognized tax benefits in the next twelve months as a result of a lapse of the applicable statute of limitations. | |
RETIREMENT_PLANS
RETIREMENT PLANS | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Retirement Plans [Abstract] | ' | |||||||
RETIREMENT PLANS | ' | |||||||
9. RETIREMENT PLANS | ||||||||
A summary of net periodic benefit expense for the Company’s defined benefit plans for the three-month periods ended December 31, 2013 and 2012 is shown in the following table. Net periodic benefit cost for each period presented is comprised of the following: | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
(In thousands) | 2013 | 2012 | ||||||
Defined benefit plans | ||||||||
Interest cost | $ | 1,002 | 915 | |||||
Expected return on assets | -1,104 | -1,075 | ||||||
Amortization of: | ||||||||
Prior service cost | 3 | 3 | ||||||
Actuarial loss | 413 | 492 | ||||||
Net periodic benefit cost | $ | 314 | 335 | |||||
ASSETS_HELD_FOR_SALE_Tables
ASSETS HELD FOR SALE (Tables) | 3 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||
Major Classes Of Discontinued Assets And Liabilities | ' | ||||||
The major classes of Aclara assets and liabilities held for sale included in the Consolidated Balance Sheets at December 31, 2013 and September 30, 2013 are shown below (in millions). | |||||||
December 31, | |||||||
2013 | September 30, 2013 | ||||||
Assets: | |||||||
Accounts receivable, net | $ | 62.3 | 55.5 | ||||
Inventories | 33.3 | 34.9 | |||||
Other current assets | 23.9 | 18.5 | |||||
Current assets | 119.5 | 108.9 | |||||
Net property, plant & equipment | 15.2 | 14.5 | |||||
Intangible assets, net | 67.1 | 66 | |||||
Goodwill | 57.9 | 57.9 | |||||
Other assets | 11.6 | 11.8 | |||||
Total assets | $ | 271.3 | 259.1 | ||||
Liabilities: | |||||||
Accounts payable | $ | 17.1 | 22.2 | ||||
Accrued expenses and other current liabilities | 44.5 | 41.4 | |||||
Current liabilities | 61.6 | 63.6 | |||||
Other liabilities | 14.9 | 16 | |||||
Total liabilities | $ | 76.5 | 79.6 | ||||
EARNINGS_PER_SHARE_EPS_Tables
EARNINGS PER SHARE (EPS) (Tables) | 3 Months Ended | |||||
Dec. 31, 2013 | ||||||
Earnings Per Share (EPS) [Abstract] | ' | |||||
Schedule of Weighted Average Number of Shares | ' | |||||
The number of shares used in the calculation of earnings per share for each period presented is as follows (in thousands): | ||||||
Three Months Ended | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Weighted Average Shares | 26,483 | 26,495 | ||||
Outstanding - Basic | ||||||
Dilutive Options and | 255 | 185 | ||||
Restricted Shares | ||||||
Adjusted Shares - Diluted | 26,738 | 26,680 | ||||
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||
Schedule Of Stock Options Awarded Under The Option Plans | ' | |||||||||||
Information regarding stock options awarded under the option plans is as follows: | ||||||||||||
Shares | Weighted | Aggregate | Weighted | |||||||||
Average | Intrinsic | Average | ||||||||||
Price | Value | Remaining | ||||||||||
(in millions) | Contractual | |||||||||||
Life | ||||||||||||
Outstanding at October 1, 2013 | 67,350 | $ | 37.39 | |||||||||
Granted | – | $ | – | |||||||||
Exercised | – | $ | – | |||||||||
Cancelled / Expired | -65,350 | $ | 37.54 | |||||||||
Outstanding at December 31, 2013 | 2,000 | $ | 32.55 | $ | 0 | 0.08 | ||||||
Exercisable at December 31, 2013 | 2,000 | $ | 32.55 | $ | 0 | |||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 3 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Inventories [Abstract] | ' | ||||||
Schedule Of Inventories | ' | ||||||
Inventories from continuing operations consist of the following: | |||||||
December 31, | September 30, | ||||||
(In thousands) | 2013 | 2013 | |||||
Finished goods | $ | 17,979 | 20,925 | ||||
Work in process, including long-term | 36,859 | 30,884 | |||||
contracts | |||||||
Raw materials | 38,967 | 38,419 | |||||
Total inventories | $ | 93,805 | 90,228 | ||||
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Segment Information [Abstract] | ' | |||||||
Schedule Of Net Sales And Earnings Before Income Tax | ' | |||||||
The table below is presented on the basis of continuing operations and excludes discontinued operations. | ||||||||
(In thousands) | Three Months Ended | |||||||
December 31, | ||||||||
2013 | 2012 | |||||||
NET SALES | ||||||||
Filtration | $ | 55,478 | 46,352 | |||||
Test | 39,477 | 36,295 | ||||||
USG | 29,495 | 27,871 | ||||||
Consolidated totals | $ | 124,450 | 110,518 | |||||
EBIT | ||||||||
Filtration | $ | 9,484 | 8,801 | |||||
Test | 3,575 | 519 | ||||||
USG | 7,647 | 5,454 | ||||||
Corporate (loss) | -6,274 | -6,169 | ||||||
Consolidated EBIT | 14,432 | 8,605 | ||||||
Less: Interest expense | -692 | -585 | ||||||
Earnings before income taxes | $ | 13,740 | 8,020 | |||||
DEBT_Tables
DEBT (Tables) | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt [Abstract] | ' | |||||||
Schedule Of Debt | ' | |||||||
The Company’s debt is summarized as follows: | ||||||||
(In thousands) | December 31, | September 30, | ||||||
2013 | 2013 | |||||||
Total borrowings | $ | 177,507 | 172,000 | |||||
Short-term borrowings and current portion | -50,507 | -50,000 | ||||||
of long-term debt | ||||||||
Total long-term debt, less current portion | $ | 127,000 | 122,000 | |||||
RETIREMENT_PLANS_Tables
RETIREMENT PLANS (Tables) | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Retirement Plans [Abstract] | ' | |||||||
Schedule Of Components Of Net Periodic Benefit Cost For Plans | ' | |||||||
Net periodic benefit cost for each period presented is comprised of the following: | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
(In thousands) | 2013 | 2012 | ||||||
Defined benefit plans | ||||||||
Interest cost | $ | 1,002 | 915 | |||||
Expected return on assets | -1,104 | -1,075 | ||||||
Amortization of: | ||||||||
Prior service cost | 3 | 3 | ||||||
Actuarial loss | 413 | 492 | ||||||
Net periodic benefit cost | $ | 314 | 335 | |||||
Assets_Held_for_Sale_Narrative
Assets Held for Sale (Narrative) (Details) (USD $) | 3 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Net sales | $124,450,000 | $110,518,000 |
Aclara Technologies Llc [Member] | ' | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, before Tax | 3,700,000 | -7,700,000 |
Net sales | $51,900,000 | $34,700,000 |
Assets_Held_for_Sale_Discontin
Assets Held for Sale (Discontinued Assets And Liabilities) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Millions, unless otherwise specified | ||
Assets: | ' | ' |
Accounts receivable, net | $62.30 | $55.50 |
Inventories | 33.3 | 34.9 |
Other current assets | 23.9 | 18.5 |
Current assets | 119.5 | 108.9 |
Net property, plant & equipment | 15.2 | 14.5 |
Intangible assets, net | 67.1 | 66 |
Goodwill | 57.9 | 57.9 |
Other assets | 11.6 | 11.8 |
Total assets | 271.3 | 259.1 |
Liabilities: | ' | ' |
Accounts payable | 17.1 | 22.2 |
Accrued expenses and other current liabilities | 44.5 | 41.4 |
Current liabilities | 61.6 | 63.6 |
Other liabilities | 14.9 | 16 |
Total liabilities | $76.50 | $79.60 |
Earnings_Per_Share_EPS_Narrati
Earnings Per Share (EPS) (Narrative) (Details) (USD $) | 3 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share [Line Items] | ' | ' |
Common Stock outstanding, but were not included in the computation of diluted EPS | 5,683 | 99,709 |
Weighted Average Price Of Securities Excluded From Computation Of Earnings Per Share | $37.54 | ' |
Minimum [Member] | ' | ' |
Earnings Per Share [Line Items] | ' | ' |
Weighted Average Price Of Securities Excluded From Computation Of Earnings Per Share | ' | 36.7 |
Maximum [Member] | ' | ' |
Earnings Per Share [Line Items] | ' | ' |
Weighted Average Price Of Securities Excluded From Computation Of Earnings Per Share | ' | 37.98 |
Restricted Shares [Member] | ' | ' |
Earnings Per Share [Line Items] | ' | ' |
Common Stock outstanding, but were not included in the computation of diluted EPS | 233,000 | 244,000 |
Earnings_Per_Share_EPS_Number_
Earnings Per Share (EPS) (Number Of Shares Used In The Calculation Of Earnings Per Share) (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Earning Per Share [Line Items] | ' | ' |
Weighted Average Shares Outstanding - Basic | 26,483 | 26,495 |
Dilutive Options and Restricted Shares | 255 | 185 |
Adjusted Shares - Diluted | 26,738 | 26,680 |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total income tax benefit recognized | $0.10 | $0.10 |
Total share-based compensation cost | 1.2 | 1.1 |
Total unrecognized compensation cost related to share-based compensation arrangements | 8 | ' |
Remaining weighted-average period for recognition of total unrecognized compensation cost | '1 year 7 months 6 days | ' |
Performance-Accelerated Restricted Share Awards [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Pretax compensation expense | 1.1 | 0.9 |
Non vested shares outstanding | 534,649 | ' |
Non-Employee Directors Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Pretax compensation expense | 0.1 | 0.2 |
Maximum [Member] | Employee Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Pretax compensation expense | $0.10 | $0.10 |
ShareBased_Compensation_Schedu
Share-Based Compensation (Schedule Of Stock Options Awarded Under The Option Plans) (Details) (USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Stock options Outstanding, Shares | 67,350 |
Stock options Granted, Shares | 0 |
Stock options Exercised, Shares | 0 |
Stock options Cancelled / Expired, Shares | -65,350 |
Stock options Outstanding, Shares | 2,000 |
Stock options Exercisable, Shares | 2,000 |
Stock options Outstanding, Weighted Average Price | $37.39 |
Stock options Granted, Weighted Average Price | $0 |
Stock options Exercised, Weighted Average Price | $0 |
Stock options Cancelled / Expired, Weighted Average Price | $37.54 |
Stock options Outstanding, Weighted Average Price | $32.55 |
Stock options Exercisable, Weighted Average Price | $32.55 |
Stock options Outstanding, Aggregate Intrinsic Value | $0 |
Stock options Exercisable, Aggregate Intrinsic Value | $0 |
Stock options Outstanding, Weighted Average Remaining Contractual Life | '29 days |
Inventories_Schedule_Of_Invent
Inventories (Schedule Of Inventories) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Finished goods | $17,979 | $20,925 |
Work in process, including long-term contracts | 36,859 | 30,884 |
Raw materials | 38,967 | 38,419 |
Total inventories | $93,805 | $90,228 |
Business_Segment_Information_S
Business Segment Information (Schedule Of Net Sales And Earnings Before Income Tax) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | $124,450 | $110,518 |
Consolidated EBIT | 14,432 | 8,605 |
Less: Interest expense | -692 | -585 |
Earnings before income tax | 13,740 | 8,020 |
Filtration [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | 55,478 | 46,352 |
Consolidated EBIT | 9,484 | 8,801 |
Test [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | 39,477 | 36,295 |
Consolidated EBIT | 3,575 | 519 |
USG [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net sales | 29,495 | 27,871 |
Consolidated EBIT | 7,647 | 5,454 |
Corporate (loss) [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Consolidated EBIT | ($6,274) | ($6,169) |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | 14-May-12 | Dec. 31, 2013 | 14-May-12 | 14-May-12 | |
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | JPMorgan Chase Bank N.A. [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | $450,000,000 |
Revolving credit facility period | ' | ' | ' | ' | ' | ' | ' | ' | '5 years |
Available to borrow under the credit facility | 264,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Option amount to increase credit facility | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash on hand | 34,367,000 | 42,850,000 | 33,489,000 | 30,215,000 | ' | ' | ' | ' | ' |
Incremental term loan | ' | ' | ' | ' | ' | 25,000,000 | ' | 250,000,000 | ' |
Percentage of foreign subsidiaries' share equity | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Average aggregate short-term borrowings outstanding | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | $186,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility fees | ' | ' | ' | ' | 17.50% | ' | 35.00% | ' | ' |
Debt_Schedule_Of_Debt_Details
Debt (Schedule Of Debt) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total borrowings | $177,507 | $172,000 |
Short-term borrowings and current portion of long-term debt | -50,507 | -50,000 |
Total long-term debt, less current portion | $127,000 | $122,000 |
Income_Tax_Expense_Narrative_D
Income Tax Expense (Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Expense [Line Items] | ' | ' |
Effective Income Tax Rate | 35.70% | 33.40% |
Decrease in effective tax rate | 0.90% | ' |
Unrecognized Tax Benefits, Income Expenses | $1.10 | ' |
Subsequent Event [Member] | ' | ' |
Income Tax Expense [Line Items] | ' | ' |
Effective Income Tax Rate | 35.00% | ' |
Foreign Valuation Allowance [Member] | ' | ' |
Income Tax Expense [Line Items] | ' | ' |
Decrease in effective tax rate | 0.80% | ' |
Retirement_Plans_Schedule_Of_C
Retirement Plans (Schedule Of Components Of Net Periodic Benefit Cost For Plans) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Interest cost | $1,002 | $915 |
Expected return on assets | -1,104 | -1,075 |
Amortization of Prior service cost | 3 | 3 |
Amortization of Actuarial loss | 413 | 492 |
Net periodic benefit cost | $314 | $335 |