Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ESCO TECHNOLOGIES INC | |
Entity Central Index Key | 866706 | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | ESE | |
Entity Common Stock, Shares Outstanding | 26,090,241 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Net sales | $128,941 | $124,762 | $249,488 | $249,212 |
Costs and expenses: | ||||
Cost of sales | 80,140 | 77,436 | 150,560 | 151,717 |
Selling, general and administrative expenses | 32,931 | 31,818 | 66,435 | 65,690 |
Amortization of intangible assets | 2,220 | 1,679 | 4,093 | 3,365 |
Interest expense, net | 213 | 654 | 408 | 1,346 |
Other (income) expenses, net | -354 | -39 | -575 | 140 |
Total costs and expenses | 115,150 | 111,548 | 220,921 | 222,258 |
Earnings before income taxes | 13,791 | 13,214 | 28,567 | 26,954 |
Income tax expense | 5,144 | 3,950 | 9,092 | 8,858 |
Net earnings from continuing operations | 8,647 | 9,264 | 19,475 | 18,096 |
(Loss) earnings from discontinued operations, net of tax (benefit) expense of $(201) and $4,407, respectively | -372 | 7,501 | -372 | 9,858 |
Loss on sale of discontinued operations, net of tax benefit of $9,499 | 0 | -50,442 | 0 | -50,442 |
Net loss from discontinued operations | -372 | -42,941 | -372 | -40,584 |
Net earnings (loss) | $8,275 | ($33,677) | $19,103 | ($22,488) |
Earnings (loss) per share: | ||||
Basic - Continuing operations | $0.33 | $0.35 | $0.74 | $0.68 |
- Discontinued operations | ($0.01) | ($1.62) | ($0.01) | ($1.53) |
- Net earnings (loss) | $0.32 | ($1.27) | $0.73 | ($0.85) |
Diluted - Continuing operations | $0.33 | $0.35 | $0.74 | $0.68 |
- Discontinued operations | ($0.01) | ($1.61) | ($0.01) | ($1.52) |
- Net earnings (loss) | $0.32 | ($1.26) | $0.73 | ($0.84) |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings (loss) from discontinued operations, net of tax expense (benefit) | ($201) | $4,407 | ($201) | $5,713 |
Loss on sale of discontinued operations, net of tax benefit | $9,499 | $9,499 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Net earnings (loss) | $8,275 | ($33,677) | $19,103 | ($22,488) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | -3,462 | 425 | -5,925 | 999 |
Net unrealized loss on derivative instruments | -229 | 0 | -229 | 0 |
Total other comprehensive income (loss), net of tax | -3,691 | 425 | -6,154 | 999 |
Comprehensive income (loss) | $4,584 | ($33,252) | $12,949 | ($21,489) |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $34,719 | $35,131 |
Accounts receivable, net | 95,334 | 105,449 |
Costs and estimated earnings on long-term contracts, less progress billings of $17,987 and $30,041, respectively | 23,030 | 27,798 |
Inventories | 107,550 | 94,292 |
Current portion of deferred tax assets | 19,097 | 19,946 |
Other current assets | 12,330 | 13,337 |
Total current assets | 292,060 | 295,953 |
Property, plant and equipment, net of accumulated depreciation of $73,121 and $70,694, respectively | 77,682 | 76,465 |
Intangible assets, net of accumulated amortization of $41,501 and $37,402, respectively | 191,638 | 182,063 |
Goodwill | 290,784 | 282,337 |
Other assets | 9,020 | 9,088 |
Total assets | 861,184 | 845,906 |
Current liabilities: | ||
Current maturities of long-term debt | 20,000 | 20,000 |
Accounts payable | 27,706 | 40,328 |
Advance payments on long-term contracts, less costs incurred of $50,262 and $44,110, respectively | 18,418 | 15,035 |
Accrued salaries | 18,063 | 25,558 |
Current portion of deferred revenue | 21,444 | 19,895 |
Accrued other expenses | 22,678 | 26,284 |
Total current liabilities | 128,309 | 147,100 |
Pension obligations | 19,044 | 19,234 |
Deferred tax liabilities | 76,929 | 77,440 |
Other liabilities | 1,954 | 1,961 |
Long-term debt | 53,000 | 20,000 |
Total liabilities | 279,236 | 265,735 |
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 30,287,467 and 30,247,512 shares, respectively | 303 | 302 |
Additional paid-in capital | 286,436 | 285,305 |
Retained earnings | 414,377 | 399,451 |
Accumulated other comprehensive loss, net of tax | -25,340 | -19,186 |
Total stockholders' equity before Treasury Stock | 675,776 | 665,872 |
Less treasury stock, at cost: 4,269,662 and 4,040,532 common shares, respectively | -93,828 | -85,701 |
Total shareholders' equity | 581,948 | 580,171 |
Total liabilities and shareholders’ equity | $861,184 | $845,906 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Costs and estimated earnings on long-term contracts, progress billings | $17,987 | $30,041 |
Property, plant and equipment, net of accumulated depreciation | 73,121 | 70,694 |
Intangible assets, net of accumulated amortization | 41,501 | 37,402 |
Advance payments on long-term contracts, costs incurred | $50,262 | $44,110 |
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 | 30,287,467 | 30,247,512 |
Treasury stock, shares | 4,269,662 | 4,040,532 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net earnings (loss) | $19,103 | ($22,488) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Net loss from discontinued operations, net of tax | 372 | 40,584 |
Depreciation and amortization | 8,898 | 8,113 |
Stock compensation expense | 2,569 | 2,581 |
Changes in current assets and liabilities | -16,140 | -9,394 |
Effect of deferred taxes | 338 | 1,061 |
Change in deferred revenue and costs, net | 689 | -677 |
Pension contributions | -620 | -1,120 |
Other | 1,650 | -1,942 |
Net cash provided by operating activities - continuing operations | 16,859 | 16,718 |
Net cash used by operating activities - discontinued operations | -372 | -1,629 |
Net cash provided by operating activities | 16,487 | 15,089 |
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash acquired | -20,500 | 0 |
Additions to capitalized software | -3,034 | -4,044 |
Capital expenditures | -7,606 | -5,799 |
Net cash used by investing activities - continuing operations | -31,140 | -9,843 |
Net cash provided by investing activities - discontinued operations | 0 | 123,512 |
Net cash (used) provided by investing activities | -31,140 | 113,669 |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 77,000 | 33,000 |
Principal payments on long-term debt | -44,000 | -165,000 |
Dividends paid | -4,195 | -4,245 |
Purchases of common stock into treasury | -9,882 | 0 |
Other | -338 | 0 |
Net cash provided (used) by financing activities | 18,585 | -136,245 |
Effect of exchange rate changes on cash and cash equivalents | -4,344 | 999 |
Net decrease in cash and cash equivalents | -412 | -6,488 |
Cash and cash equivalents, beginning of period | 35,131 | 42,850 |
Cash and cash equivalents, end of period | $34,719 | $36,362 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | ||
Mar. 31, 2015 | |||
Organization, Consolidation and Presentation of Financial Statements [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, 2014. | |||
The Company’s business is typically not impacted by seasonality; however, the results for the three and six-month periods ended March 31, 2015 are not necessarily indicative of the results for the entire 2015 fiscal year. References to the second quarters of 2015 and 2014 represent the fiscal quarters ended March 31, 2015 and 2014, 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. | |||
On March 28, 2014, the Company completed the sale of Aclara Technologies LLC (Aclara) to an affiliate of Sun Capital Partners. Aclara is reflected as discontinued operations in the consolidated financial statements and related notes for the periods presented, in accordance with accounting principles generally accepted in the United States of America (GAAP). | |||
ACQUISITION
ACQUISITION | 6 Months Ended | ||
Mar. 31, 2015 | |||
Business Combinations [Abstract] | |||
Acquisitions | 2 | ACQUISITION | |
On January 28, 2015, the Company acquired the assets of ENOSERV LLC (ENOSERV), headquartered in Tulsa, Oklahoma, for $20.5 million in cash. ENOSERV provides utility customers with high quality, user-friendly multi-platform software and has annual revenues of approximately $8 million. The operating results for ENOSERV, since the date of acquisition, are included as part of Doble Engineering Company (Doble), within ESCO’s USG segment. Based on the preliminary purchase price allocation, the Company recorded approximately $10.0 million of goodwill and $9.0 million of amortizable identifiable intangible assets consisting primarily of customer relationships and developed technology. | |||
EARNINGS_PER_SHARE_EPS
EARNINGS PER SHARE (EPS) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 | Six Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Weighted Average Shares Outstanding - Basic | 26,032 | 26,493 | 26,111 | 26,488 | ||||||||||
Dilutive Options and Restricted Shares | 147 | 220 | 191 | 261 | ||||||||||
Adjusted Shares - Diluted | 26,179 | 26,713 | 26,302 | 26,749 | ||||||||||
Approximately 172,000 and 186,000 restricted shares were excluded from the computation of diluted EPS for the three-month periods ended March 31, 2015 and 2014, respectively, based upon the application of the treasury stock method. | ||||||||||||||
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended | ||
Mar. 31, 2015 | |||
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 performance-accelerated restricted shares (restricted shares), and to non-employee directors under a non-employee directors compensation plan. | |||
Performance-Accelerated Restricted Share Awards | |||
Pretax compensation expense related to the restricted share awards was $1.1 million and $2.2 million for the three and six-month periods ended March 31, 2015, respectively, and $1.2 million and $2.3 million for the corresponding periods of 2014. There were 330,536 non-vested shares outstanding as of March 31, 2015. | |||
Non-Employee Directors Plan | |||
Pretax compensation expense related to the non-employee director grants was $0.2 million and $0.4 million for the three and six-month periods ended March 31, 2015, respectively, and $0.1 million and $0.2 million for the corresponding periods of 2014. | |||
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 $1.3 million and $2.6 million for the three and six-month periods ended March 31, 2015, respectively, and $1.3 million and $2.6 million for the three and six-month periods ended March 31, 2014. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $0.5 million and $0.9 million for the three and six-month periods ended March 31, 2015 and $0.2 million and $0.7 million for the three and six-month periods ended March 31, 2014. As of March 31, 2015, there was $6.8 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 2.0 years. | |||
INVENTORIES
INVENTORIES | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventories [Abstract] | ||||||||
INVENTORIES | 5 | INVENTORIES | ||||||
Inventories from continuing operations consist of the following: | ||||||||
(In thousands) | March 31, | September 30, | ||||||
2015 | 2014 | |||||||
Finished goods | $ | 19,952 | 18,949 | |||||
Work in process, including long-term contracts | 38,520 | 31,634 | ||||||
Raw materials | 49,078 | 43,709 | ||||||
Total inventories | $ | 107,550 | 94,292 | |||||
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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. The Test segment’s 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. | ||||||||||||||
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 | Six Months Ended | ||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
NET SALES | ||||||||||||||
Filtration | $ | 58,428 | 58,397 | 105,940 | 113,875 | |||||||||
Test | 42,084 | 41,025 | 81,504 | 80,503 | ||||||||||
USG | 28,429 | 25,340 | 62,044 | 54,834 | ||||||||||
Consolidated totals | $ | 128,941 | 124,762 | 249,488 | 249,212 | |||||||||
EBIT | ||||||||||||||
Filtration | $ | 12,051 | 10,100 | 19,127 | 19,584 | |||||||||
Test | 3,467 | 3,533 | 7,262 | 7,108 | ||||||||||
USG | 4,855 | 5,518 | 14,833 | 13,165 | ||||||||||
Corporate (loss) | -6,369 | -5,283 | -12,247 | -11,557 | ||||||||||
Consolidated EBIT | 14,004 | 13,868 | 28,975 | 28,300 | ||||||||||
Less: Interest expense | -213 | -654 | -408 | -1,346 | ||||||||||
Earnings before income taxes | $ | 13,791 | 13,214 | 28,567 | 26,954 | |||||||||
Non-GAAP Financial Measures | ||||||||||||||
The financial measure “EBIT” is presented in the above table and elsewhere in this Report. EBIT on a consolidated basis is a non-GAAP financial measure. Management believes that EBIT is useful in assessing the operational profitability of the Company’s business segments because it excludes interest and taxes, which are generally accounted for across the entire Company on a consolidated basis. EBIT is also one of the measures used by management in determining resource allocations within the Company as well as incentive compensation. A reconciliation of EBIT from continuing operations to net earnings from continuing operations is set forth in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – EBIT, below. | ||||||||||||||
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 | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt [Abstract] | ||||||||
DEBT | 7 | DEBT | ||||||
The Company’s debt is summarized as follows: | ||||||||
(In thousands) | March 31, | September 30, | ||||||
2015 | 2014 | |||||||
Total borrowings | $ | 73,000 | 40,000 | |||||
Short-term borrowings and current portion of long-term debt | -20,000 | -20,000 | ||||||
Total long-term debt, less current portion | $ | 53,000 | 20,000 | |||||
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. 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 March 31, 2015, the Company had approximately $365 million available to borrow under the credit facility, and a $250 million increase option, in addition to $34.7 million cash on hand. At March 31, 2015, the Company had $73.0 million of outstanding borrowings under the credit facility in addition to outstanding letters of credit of $11.7 million. 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 March 31, 2015, the Company was in compliance with all debt covenants. | ||||||||
INCOME_TAX_EXPENSE
INCOME TAX EXPENSE | 6 Months Ended | |
Mar. 31, 2015 | ||
Income Tax Expense [Abstract] | ||
INCOME TAX EXPENSE | 8 | INCOME TAX EXPENSE |
The second quarter 2015 effective income tax rate from continuing operations was 37.3% compared to 29.9% in the second quarter of 2014. The effective income tax rate in the first six months of 2015 was 31.8% compared to 32.9% in the first six months of 2014. The income tax expense in the first six months of 2015 was favorably impacted by the extension of the research credit as a result of the Tax Increase Prevention Act of 2014 reducing the year-to-date effective tax rate by 3.2%. The income tax expense in the second quarter and first six months of 2015 was unfavorably impacted by losses in foreign jurisdictions for which no tax benefit was recorded increasing the second quarter and year-to-date effective tax rate by 0.8% and 1.7%, respectively. | ||
During the second quarter of 2014, the IRS concluded its audit of the 2011 tax year and had no adjustments. As a result of the audit conclusions, the Company changed its judgment about the measurement of certain of its unrecognized tax benefits for the years 2011 – 2014, decreasing unrecognized tax benefits by $0.7 million. This release of unrecognized tax benefit accruals decreased the 2014 second quarter and year-to-date effective tax rate by 4.9% and 2.4%, respectively. The income tax expense in the second quarter and first six months of 2014 was also favorably impacted by the decrease in the applicable state rate for certain deferred tax liabilities reducing the second quarter and year-to-date effective tax rate by 1.7% and 0.8%, respectively. The Company estimates the fiscal 2015 effective tax rate from continuing operations will be approximately 34%. | ||
During the three-month period ended March 31, 2015, there were no material changes in the unrecognized tax benefits. The Company does not anticipate a material change in the amount of unrecognized tax benefits in the next twelve months. | ||
RETIREMENT_PLANS
RETIREMENT PLANS | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 and six-month periods ended March 31, 2015 and 2014 is shown in the following table. Net periodic benefit cost for each period presented is comprised of the following: | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
(In thousands) | 2015 | 2014 | 2015 | 2014 | ||||||||||
Defined benefit plans | ||||||||||||||
Interest cost | $ | 951 | 1,002 | 1,902 | 2,004 | |||||||||
Expected return on assets | -1,136 | -1,104 | -2,272 | -2,208 | ||||||||||
Amortization of: | ||||||||||||||
Prior service cost | 3 | 3 | 6 | 6 | ||||||||||
Actuarial loss | 442 | 413 | 884 | 826 | ||||||||||
Net periodic benefit cost | $ | 260 | 314 | 520 | 628 | |||||||||
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | 10 | DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||||||
Market risks relating to the Company’s operations result primarily from changes in interest rates and changes in foreign currency exchange rates. The Company is exposed to market risk related to changes in interest rates and selectively uses derivative financial instruments, including forward contracts and swaps, to manage these risks. During the second quarter of 2015, the Company entered into several forward contracts to purchase 2.1 million Euros ($2.5 million USD) to hedge the foreign currency risk related to Euro denominated inventory payments. All derivative instruments are reported on the balance sheet at fair value. The derivative instruments are designated as cash flow hedges and the gain or loss on the derivative is deferred in accumulated other comprehensive income until recognized in earnings with the underlying hedged item. | ||||||||||||||
The following is a summary of the notional transaction amounts and fair values for the Company’s outstanding derivative financial instruments by risk category and instrument type as of March 31, 2015: | ||||||||||||||
(In thousands) | Notional | Fair | ||||||||||||
amount | Value (US$) | |||||||||||||
(Euros) | ||||||||||||||
Forward contracts | $ | 2,062 | -192 | |||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The Company’s forward contracts are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, as presented below as of March 31, 2015: | ||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Liabilities: | ||||||||||||||
Forward contracts | $ | - | 192 | $ | - | 192 | ||||||||
Valuation was based on third party evidence of similarly priced derivative instruments. | ||||||||||||||
NEW_ACCOUNTING_PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 6 Months Ended | ||
Mar. 31, 2015 | |||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |||
NEW ACCOUNTING PRONOUNCEMENTS | 11 | NEW ACCOUNTING PRONOUNCEMENTS | |
In April 2015, the FASB agreed to propose a one-year deferral of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. | |||
EARNINGS_PER_SHARE_EPS_Tables
EARNINGS PER SHARE (EPS) (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 | Six Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
Weighted Average Shares Outstanding - Basic | 26,032 | 26,493 | 26,111 | 26,488 | ||||||||||
Dilutive Options and Restricted Shares | 147 | 220 | 191 | 261 | ||||||||||
Adjusted Shares - Diluted | 26,179 | 26,713 | 26,302 | 26,749 | ||||||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventories [Abstract] | ||||||||
Schedule Of Inventories | Inventories from continuing operations consist of the following: | |||||||
(In thousands) | March 31, | September 30, | ||||||
2015 | 2014 | |||||||
Finished goods | $ | 19,952 | 18,949 | |||||
Work in process, including long-term contracts | 38,520 | 31,634 | ||||||
Raw materials | 49,078 | 43,709 | ||||||
Total inventories | $ | 107,550 | 94,292 | |||||
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 | Six Months Ended | ||||||||||||
March 31, | March 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||
NET SALES | ||||||||||||||
Filtration | $ | 58,428 | 58,397 | 105,940 | 113,875 | |||||||||
Test | 42,084 | 41,025 | 81,504 | 80,503 | ||||||||||
USG | 28,429 | 25,340 | 62,044 | 54,834 | ||||||||||
Consolidated totals | $ | 128,941 | 124,762 | 249,488 | 249,212 | |||||||||
EBIT | ||||||||||||||
Filtration | $ | 12,051 | 10,100 | 19,127 | 19,584 | |||||||||
Test | 3,467 | 3,533 | 7,262 | 7,108 | ||||||||||
USG | 4,855 | 5,518 | 14,833 | 13,165 | ||||||||||
Corporate (loss) | -6,369 | -5,283 | -12,247 | -11,557 | ||||||||||
Consolidated EBIT | 14,004 | 13,868 | 28,975 | 28,300 | ||||||||||
Less: Interest expense | -213 | -654 | -408 | -1,346 | ||||||||||
Earnings before income taxes | $ | 13,791 | 13,214 | 28,567 | 26,954 | |||||||||
DEBT_Tables
DEBT (Tables) | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt [Abstract] | ||||||||
Schedule Of Debt | The Company’s debt is summarized as follows: | |||||||
(In thousands) | March 31, | September 30, | ||||||
2015 | 2014 | |||||||
Total borrowings | $ | 73,000 | 40,000 | |||||
Short-term borrowings and current portion of long-term debt | -20,000 | -20,000 | ||||||
Total long-term debt, less current portion | $ | 53,000 | 20,000 | |||||
RETIREMENT_PLANS_Tables
RETIREMENT PLANS (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Retirement Plans [Abstract] | ||||||||||||||
Schedule Of Components Of Net Periodic Benefit Cost For Plans | A summary of net periodic benefit expense for the Company’s defined benefit plans for the three and six-month periods ended March 31, 2015 and 2014 is shown in the following table. Net periodic benefit cost for each period presented is comprised of the following: | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
March 31, | March 31, | |||||||||||||
(In thousands) | 2015 | 2014 | 2015 | 2014 | ||||||||||
Defined benefit plans | ||||||||||||||
Interest cost | $ | 951 | 1,002 | 1,902 | 2,004 | |||||||||
Expected return on assets | -1,136 | -1,104 | -2,272 | -2,208 | ||||||||||
Amortization of: | ||||||||||||||
Prior service cost | 3 | 3 | 6 | 6 | ||||||||||
Actuarial loss | 442 | 413 | 884 | 826 | ||||||||||
Net periodic benefit cost | $ | 260 | 314 | 520 | 628 | |||||||||
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||
Schedule of Outstanding Derivative Financial Instruments | The following is a summary of the notional transaction amounts and fair values for the Company’s outstanding derivative financial instruments by risk category and instrument type as of March 31, 2015: | |||||||||||||
(In thousands) | Notional | Fair | ||||||||||||
amount | Value (US$) | |||||||||||||
(Euros) | ||||||||||||||
Forward contracts | $ | 2,062 | -192 | |||||||||||
Schedule of Fair Value of Financial Instruments | The Company’s forward contracts are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, as presented below as of March 31, 2015: | |||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Liabilities: | ||||||||||||||
Forward contracts | $ | - | 192 | $ | - | 192 | ||||||||
ACQUISITION_Narrative_Details
ACQUISITION (Narrative) (Details) (USD $) | 1 Months Ended | ||
Jan. 28, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | |||
Goodwill | $290,784,000 | $282,337,000 | |
ENOSERV LLC [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | 20,500,000 | ||
Goodwill | 10,000,000 | ||
Revenues | 8,000,000 | ||
ENOSERV LLC [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Amortizable identifiable intangible assets | $9,000,000 |
EARNINGS_PER_SHARE_EPS_Number_
EARNINGS PER SHARE (EPS) (Number Of Shares Used In The Calculation Of Earnings Per Share) (Details) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Earning Per Share [Line Items] | ||||
Weighted Average Shares Outstanding - Basic | 26,032 | 26,493 | 26,111 | 26,488 |
Dilutive Options and Restricted Shares | 147 | 220 | 191 | 261 |
Adjusted Shares - Diluted | 26,179 | 26,713 | 26,302 | 26,749 |
EARNINGS_PER_SHARE_EPS_Narrati
EARNINGS PER SHARE (EPS) (Narrative) (Details) (Restricted Shares [Member]) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Restricted Shares [Member] | ||
Earning Per Share [Line Items] | ||
Common Stock outstanding, but were not included in the computation of diluted EPS | 172,000 | 186,000 |
SHAREBASED_COMPENSATION_Narrat
SHARE-BASED COMPENSATION (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non vested shares outstanding | 330,536 | 330,536 | ||
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation cost | $1.30 | $1.30 | $2.60 | $2.60 |
Performance-Accelerated Restricted Share Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pretax compensation expense | 1.1 | 1.2 | 2.2 | 2.3 |
Non-Employee Directors Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total income tax benefit recognized | 0.5 | 0.2 | 0.9 | 0.7 |
Pretax compensation expense | 0.2 | 0.1 | 0.4 | 0.2 |
Total unrecognized compensation cost related to share-based compensation arrangements | $6.80 | $6.80 | ||
Remaining weighted-average period for recognition of total unrecognized compensation cost | 2 years |
INVENTORIES_Schedule_Of_Invent
INVENTORIES (Schedule Of Inventories) (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ||
Finished goods | $19,952 | $18,949 |
Work in process, including long-term contracts | 38,520 | 31,634 |
Raw materials | 49,078 | 43,709 |
Total inventories | $107,550 | $94,292 |
BUSINESS_SEGMENT_INFORMATION_S
BUSINESS SEGMENT INFORMATION (Schedule Of Net Sales And Earnings Before Income Tax) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||||
Net sales | $128,941 | $124,762 | $249,488 | $249,212 |
Consolidated EBIT | 14,004 | 13,868 | 28,975 | 28,300 |
Less: Interest expense | -213 | -654 | -408 | -1,346 |
Earnings before income taxes | 13,791 | 13,214 | 28,567 | 26,954 |
Filtration [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 58,428 | 58,397 | 105,940 | 113,875 |
Consolidated EBIT | 12,051 | 10,100 | 19,127 | 19,584 |
Test [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 42,084 | 41,025 | 81,504 | 80,503 |
Consolidated EBIT | 3,467 | 3,533 | 7,262 | 7,108 |
Utility Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 28,429 | 25,340 | 62,044 | 54,834 |
Consolidated EBIT | 4,855 | 5,518 | 14,833 | 13,165 |
Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated EBIT | ($6,369) | ($5,283) | ($12,247) | ($11,557) |
DEBT_Schedule_Of_Debt_Details
DEBT (Schedule Of Debt) (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total borrowings | $73,000 | $40,000 |
Short-term borrowings and current portion of long-term debt | -20,000 | -20,000 |
Total long-term debt, less current portion | $53,000 | $20,000 |
DEBT_Narrative_Details
DEBT (Narrative) (Details) (USD $) | 6 Months Ended | ||||
Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | 14-May-12 | |
Debt Instrument [Line Items] | |||||
Available to borrow under the credit facility | $365,000,000 | ||||
Cash on hand | 34,719,000 | 35,131,000 | 36,362,000 | 42,850,000 | |
Percentage of foreign subsidiaries' share equity | 65.00% | ||||
Letters of Credit Outstanding, Amount | 11,700,000 | ||||
Line of Credit Facility, Amount Outstanding | 73,000,000 | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Incremental term loan | 25,000,000 | ||||
Credit facility fees | 17.50% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Incremental term loan | 250,000,000 | 250,000,000 | |||
Credit facility fees | 35.00% | ||||
JPMorgan Chase Bank N.A. [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | 450,000,000 | ||||
Line Of Credit Facility Additional Borrowing Capacity | $250,000,000 |
INCOME_TAX_EXPENSE_Narrative_D
INCOME TAX EXPENSE (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Expense [Line Items] | ||||
Effective Income Tax Rate | 37.30% | 29.90% | 31.80% | 32.90% |
Estimated Effective Income Tax Rate Continuing Operations | 34.00% | |||
Unrecognized Tax Benefits, Period Increase (Decrease) | $0.70 | |||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent | 3.20% | |||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 0.80% | 1.70% | ||
Unrecognized Tax Benefits Effective Tax Rate | 4.90% | 2.40% | ||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 1.70% | 0.80% |
RETIREMENT_PLANS_Schedule_Of_C
RETIREMENT PLANS (Schedule Of Components Of Net Periodic Benefit Cost For Plans) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Defined benefit plans | ||||
Interest cost | $951 | $1,002 | $1,902 | $2,004 |
Expected return on assets | -1,136 | -1,104 | -2,272 | -2,208 |
Amortization of Prior service cost | 3 | 3 | 6 | 6 |
Amortization of Actuarial loss | 442 | 413 | 884 | 826 |
Net periodic benefit cost | $260 | $314 | $520 | $628 |
DERIVATIVE_FINANCIAL_INSTRUMEN2
DERIVATIVE FINANCIAL INSTRUMENTS (Schedule of Outstanding Derivative Financial Instruments) (Details) (Forward Contracts [Member]) | Mar. 31, 2015 | Mar. 31, 2015 |
In Thousands, unless otherwise specified | USD ($) | EUR (€) |
Derivatives, Fair Value [Line Items] | ||
Derivative, Notional Amount | € 2,062 | |
Derivative, Fair Value | ($192) |
DERIVATIVE_FINANCIAL_INSTRUMEN3
DERIVATIVE FINANCIAL INSTRUMENTS (Schedule of Fair Value of Financial Instruments) (Details) (Forward Contracts [Member], USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Derivative [Line Items] | |
Fair Value of Financial Instruments | $192 |
Fair Value, Inputs, Level 1 [Member] | |
Derivative [Line Items] | |
Fair Value of Financial Instruments | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Derivative [Line Items] | |
Fair Value of Financial Instruments | 192 |
Fair Value, Inputs, Level 3 [Member] | |
Derivative [Line Items] | |
Fair Value of Financial Instruments | $0 |
DERIVATIVE_FINANCIAL_INSTRUMEN4
DERIVATIVE FINANCIAL INSTRUMENTS (Narrative) (Details) (Forward Contracts [Member]) | Mar. 31, 2015 | Mar. 31, 2015 |
In Thousands, unless otherwise specified | USD ($) | EUR (€) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, Notional Amount | $2,500 | € 2,100 |