Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ESCO TECHNOLOGIES INC | |
Entity Central Index Key | 866,706 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | ESE | |
Entity Common Stock, Shares Outstanding | 26,098,919 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales | $ 134,191 | $ 130,495 | $ 383,679 | $ 379,707 |
Costs and expenses: | ||||
Cost of sales | 82,956 | 79,608 | 233,516 | 231,325 |
Selling, general and administrative expenses | 32,786 | 33,492 | 99,221 | 99,182 |
Amortization of intangible assets | 2,285 | 1,682 | 6,378 | 5,047 |
Interest expense, net | 247 | 147 | 655 | 1,493 |
Other (income) expenses, net | 337 | 283 | (238) | 423 |
Total costs and expenses | 118,611 | 115,212 | 339,532 | 337,470 |
Earnings before income taxes | 15,580 | 15,283 | 44,147 | 42,237 |
Income tax expense | 4,832 | 3,693 | 13,924 | 12,551 |
Net earnings from continuing operations | 10,748 | 11,590 | 30,223 | 29,686 |
Earnings from discontinued operations, net of tax expense | 1,148 | 0 | 776 | 9,858 |
Loss on sale of discontinued operations, net of tax benefit of $9,499 | 0 | (50,442) | ||
Net earnings (loss) from discontinued operations | 1,148 | 0 | 776 | (40,584) |
Net earnings (loss) | $ 11,896 | $ 11,590 | $ 30,999 | $ (10,898) |
Earnings (loss) per share: | ||||
Basic - Continuing operations | $ 0.41 | $ 0.44 | $ 1.15 | $ 1.12 |
- Discontinued operations | 0.05 | 0 | 0.04 | (1.53) |
- Net earnings (loss) | 0.46 | 0.44 | 1.19 | (0.41) |
Diluted - Continuing operations | 0.41 | 0.43 | 1.15 | 1.11 |
- Discontinued operations | 0.04 | 0 | 0.03 | (1.52) |
- Net earnings (loss) | $ 0.45 | $ 0.43 | $ 1.18 | $ (0.41) |
CONSOLIDATED STATEMENTS OF OPE3
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings (loss) from discontinued operations, net of tax expense (benefit) | $ 591 | $ 390 | $ 5,713 |
Loss on sale of discontinued operations, net of tax benefit | $ 9,499 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net earnings (loss) | $ 11,896 | $ 11,590 | $ 30,999 | $ (10,898) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 953 | 239 | (4,972) | 1,238 |
Net unrealized gain (loss) on derivative instruments | 135 | 0 | (94) | 0 |
Total other comprehensive income (loss), net of tax | 1,088 | 239 | (5,066) | 1,238 |
Comprehensive income (loss) | $ 12,984 | $ 11,829 | $ 25,933 | $ (9,660) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 36,879 | $ 35,131 |
Accounts receivable, net | 100,979 | 105,449 |
Costs and estimated earnings on long-term contracts, less progress billings of $14,466 and $30,041, respectively | 22,970 | 27,798 |
Inventories | 110,124 | 94,292 |
Current portion of deferred tax assets | 16,351 | 19,946 |
Other current assets | 14,781 | 13,337 |
Total current assets | 302,084 | 295,953 |
Property, plant and equipment, net of accumulated depreciation of $75,247 and $70,694, respectively | 78,140 | 76,465 |
Property, plant and equipment: | ||
Intangible assets, net of accumulated amortization of $43,785 and $37,402, respectively | 190,807 | 182,063 |
Goodwill | 291,072 | 282,337 |
Other assets | 5,741 | 9,088 |
Total assets | 867,844 | 845,906 |
Current liabilities: | ||
Current maturities of long-term debt | 20,407 | 20,000 |
Accounts payable | 28,663 | 40,328 |
Advance payments on long-term contracts, less costs incurred of $36,830 and $44,110, respectively | 17,866 | 15,035 |
Accrued salaries | 19,775 | 25,558 |
Current portion of deferred revenue | 22,219 | 19,895 |
Accrued other expenses | 23,486 | 26,284 |
Total current liabilities | 132,416 | 147,100 |
Pension obligations | 19,237 | 19,234 |
Deferred tax liabilities | 77,215 | 77,440 |
Other liabilities | 1,921 | 1,961 |
Long-term debt | 45,000 | 20,000 |
Total liabilities | 275,789 | 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 30,356,303 and 30,247,512 shares, respectively | 304 | 302 |
Additional paid-in capital | 285,588 | 285,305 |
Retained earnings | 424,184 | 399,451 |
Accumulated other comprehensive loss, net of tax | (24,252) | (19,186) |
Total stockholders' equity before Treasury Stock | 685,824 | 665,872 |
Less treasury stock, at cost: 4,266,062 and 4,040,532 common shares, respectively | (93,769) | (85,701) |
Total shareholders' equity | 592,055 | 580,171 |
Total liabilities and shareholders’ equity | $ 867,844 | $ 845,906 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 |
Costs and estimated earnings on long-term contracts, progress billings | $ 14,466 | $ 30,041 |
Property, plant and equipment, net of accumulated depreciation | 75,247 | 70,694 |
Intangible assets, net of accumulated amortization | 43,785 | 37,402 |
Advance payments on long-term contracts, costs incurred | $ 36,830 | $ 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 | 30,356,303 | 30,247,512 |
Treasury stock, shares | 4,266,062 | 4,040,532 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 30,999 | $ (10,898) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Net (earnings) loss from discontinued operations, net of tax | (776) | 40,584 |
Depreciation and amortization | 13,614 | 12,234 |
Stock compensation expense | 3,701 | 3,695 |
Changes in current assets and liabilities | (24,682) | (18,210) |
Effect of deferred taxes | 3,370 | 376 |
Change in deferred revenue and costs, net | 1,837 | 758 |
Pension contributions | (650) | (2,080) |
Change in uncertain tax positions | (287) | (1,694) |
Other | 3,266 | (2,129) |
Net cash provided by operating activities - continuing operations | 30,392 | 22,636 |
Net cash provided (used) by operating activities - discontinued operations | 1,166 | (1,629) |
Net cash provided by operating activities | 31,558 | 21,007 |
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash acquired | (20,500) | 0 |
Additions to capitalized software | (4,394) | (6,305) |
Capital expenditures | (10,557) | (8,116) |
Net cash used by investing activities - continuing operations | (35,451) | (14,421) |
Net cash provided by investing activities - discontinued operations | 0 | 123,512 |
Net cash (used) provided by investing activities | (35,451) | 109,091 |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 97,407 | 62,000 |
Principal payments on long-term debt | (72,000) | (186,000) |
Dividends paid | (6,282) | (6,378) |
Purchases of common stock into treasury | (9,882) | (3,607) |
Other | 77 | 14 |
Net cash provided (used) by financing activities | 9,320 | (133,971) |
Effect of exchange rate changes on cash and cash equivalents | (3,679) | 1,238 |
Net increase (decrease) in cash and cash equivalents | 1,748 | (2,635) |
Cash and cash equivalents, beginning of period | 35,131 | 42,850 |
Cash and cash equivalents, end of period | $ 36,879 | $ 40,215 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 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 nine-month periods ended June 30, 2015 are not necessarily indicative of the results for the entire 2015 fiscal year. References to the third quarters of 2015 and 2014 represent the fiscal quarters ended June 30, 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. A disagreement between the parties over the calculation of the final working capital adjustment was finally resolved by arbitration on June 15, 2015, resulting in a cash payment to the Company of $2.3 million. 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 | 9 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITION On January 28, 2015, the Company acquired the assets of Enoserv, LLC (Enoserv), headquartered in Tulsa, Oklahoma, for $ 20.5 8 10.0 9.0 |
EARNINGS PER SHARE (EPS)
EARNINGS PER SHARE (EPS) | 9 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share (EPS) [Abstract] | |
EARNINGS PER SHARE (EPS) | 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. Three Months Ended Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Weighted Average Shares Outstanding - Basic 26,080 26,513 26,104 26,497 Dilutive Options and Restricted Shares 100 189 148 221 Adjusted Shares - Diluted 26,180 26,702 26,252 26,718 Approximately 149,000 163,000 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Jun. 30, 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 $ 0.9 3.1 0.9 3.2 330,536 Non-Employee Directors Plan Pretax compensation expense related to the non-employee director grants was $ 0.2 0.6 0.2 0.5 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 $ 1.1 3.7 1.1 3.7 0.4 1.4 0.1 0.7 5.9 1.8 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Jun. 30, 2015 | |
Inventories [Abstract] | |
INVENTORIES | 5. INVENTORIES Inventories from continuing operations consist of the following: June 30, September 30, (In thousands) 2015 2014 Finished goods $ 20,596 18,949 Work in process, including long-term contracts 39,093 31,634 Raw materials 50,435 43,709 Total inventories $ 110,124 94,292 |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended |
Jun. 30, 2015 | |
Business Segment Information [Abstract] | |
BUSINESS SEGMENT INFORMATION | 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 primarily 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 primarily 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. Three Months Ended Nine Months Ended (In thousands) June 30, June 30, 2015 2014 2015 2014 NET SALES Filtration $ 60,401 57,733 166,340 171,608 Test 42,945 45,029 124,449 125,531 USG 30,845 27,733 92,890 82,568 Consolidated totals $ 134,191 130,495 383,679 379,707 EBIT Filtration $ 12,285 10,294 31,412 29,878 Test 2,014 5,775 9,276 12,883 USG 7,357 5,725 22,189 18,891 Corporate (loss) (5,829) (6,364) (18,075) (17,922) Consolidated EBIT 15,827 15,430 44,802 43,730 Less: Interest expense (247) (147) (655) (1,493) Earnings before income taxes $ 15,580 15,283 44,147 42,237 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 | 9 Months Ended |
Jun. 30, 2015 | |
Debt [Abstract] | |
DEBT | 7. DEBT June 30, September 30, (In thousands) 2015 2014 Total borrowings $ 65,407 40,000 Short-term borrowings and current portion of long-term debt (20,407) (20,000) Total long-term debt, less current portion $ 45,000 20,000 On May 14, 2012, the Company entered into a $ 450 25 250 At June 30, 2015, the Company had approximately $ 376 250 36.9 65 8.7 The credit facility requires, as determined by certain financial ratios, a facility fee ranging from 17.5 35.0 65 1.14 1.28 |
INCOME TAX EXPENSE
INCOME TAX EXPENSE | 9 Months Ended |
Jun. 30, 2015 | |
Income Tax Expense [Abstract] | |
INCOME TAX EXPENSE | INCOME TAX EXPENSE The third quarter 2015 effective income tax rate from continuing operations was 31.0 24.2 31.5 29.7 2.1 1.6 0.6 0.1 0.7 0.3 0.9 0.3 0.9 0.3 0.7 0.8 The income tax expense in the third quarter and first nine months of 2014 was favorably impacted by a $ 1.0 6.8 2.5 2.8 1.0 2.1 0.8 The Company estimates the fiscal 2015 effective tax rate from continuing operations will be approximately 33 |
RETIREMENT PLANS
RETIREMENT PLANS | 9 Months Ended |
Jun. 30, 2015 | |
Retirement Plans [Abstract] | |
RETIREMENT PLANS | 9. RETIREMENT PLANS Three Months Ended Nine Months Ended (In thousands) 2015 2014 2015 2014 Defined benefit plans Interest cost $ 951 1,002 2,852 3,005 Expected return on assets (1,136) (1,104) (3,408) (3,311) Amortization of: Prior service cost 3 3 10 10 Actuarial loss 442 413 1,326 1,238 Net periodic benefit cost $ 260 314 780 942 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 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 Euros 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. (In thousands) Notional Fair Forward contracts $ 1,289 (94 ) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. FAIR VALUE MEASUREMENTS The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows: · Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Financial Assets and Liabilities The Company has estimated the fair value of its financial instruments as of June 30, 2015 and September 30, 2014 using available market information or other appropriate valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, inventories, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments. Fair Value of Financial Instruments The Company’s forward contracts are classified within Level 2 of the valuation hierarchy in accordance with FASB Accounting Standards Codification (ASC) 825, as presented below as of June 30, 2015: (In thousands) Level 1 Level 2 Level 3 Total Liabilities: Forward contracts $ - 94 $ - 94 Valuation was based on third party evidence of similarly priced derivative instruments. Nonfinancial Assets and Liabilities The Company’s nonfinancial assets such as property, plant and equipment, and other intangible assets are not measured at fair value on a recurring basis; however they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. No impairments were recorded during the nine months ended June 30, 2015. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | 12. NEW ACCOUNTING PRONOUNCEMENTS In July 2015, the FASB affirmed its proposed one-year deferral of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers |
EARNINGS PER SHARE (EPS) (Table
EARNINGS PER SHARE (EPS) (Tables) | 9 Months Ended |
Jun. 30, 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 Nine Months Ended June 30, June 30, 2015 2014 2015 2014 Weighted Average Shares Outstanding - Basic 26,080 26,513 26,104 26,497 Dilutive Options and Restricted Shares 100 189 148 221 Adjusted Shares - Diluted 26,180 26,702 26,252 26,718 Approximately 149,000 163,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Inventories [Abstract] | |
Schedule Of Inventories | Inventories from continuing operations consist of the following: June 30, September 30, (In thousands) 2015 2014 Finished goods $ 20,596 18,949 Work in process, including long-term contracts 39,093 31,634 Raw materials 50,435 43,709 Total inventories $ 110,124 94,292 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended |
Jun. 30, 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. Three Months Ended Nine Months Ended (In thousands) June 30, June 30, 2015 2014 2015 2014 NET SALES Filtration $ 60,401 57,733 166,340 171,608 Test 42,945 45,029 124,449 125,531 USG 30,845 27,733 92,890 82,568 Consolidated totals $ 134,191 130,495 383,679 379,707 EBIT Filtration $ 12,285 10,294 31,412 29,878 Test 2,014 5,775 9,276 12,883 USG 7,357 5,725 22,189 18,891 Corporate (loss) (5,829) (6,364) (18,075) (17,922) Consolidated EBIT 15,827 15,430 44,802 43,730 Less: Interest expense (247) (147) (655) (1,493) Earnings before income taxes $ 15,580 15,283 44,147 42,237 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Debt [Abstract] | |
Schedule Of Debt | The Company’s debt is summarized as follows: June 30, September 30, (In thousands) 2015 2014 Total borrowings $ 65,407 40,000 Short-term borrowings and current portion of long-term debt (20,407) (20,000) Total long-term debt, less current portion $ 45,000 20,000 |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 9 Months Ended |
Jun. 30, 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 nine-month periods ended June 30, 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 Nine Months Ended (In thousands) 2015 2014 2015 2014 Defined benefit plans Interest cost $ 951 1,002 2,852 3,005 Expected return on assets (1,136) (1,104) (3,408) (3,311) Amortization of: Prior service cost 3 3 10 10 Actuarial loss 442 413 1,326 1,238 Net periodic benefit cost $ 260 314 780 942 |
DERIVATIVE FINANCIAL INSTRUME25
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Jun. 30, 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 June 30, 2015: (In thousands) Notional Fair Forward contracts $ 1,289 (94 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
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 June 30, 2015: (In thousands) Level 1 Level 2 Level 3 Total Liabilities: Forward contracts $ - 94 $ - 94 |
BASIS OF PRESENTATION (Narrativ
BASIS OF PRESENTATION (Narrative) (Details) $ in Millions | 9 Months Ended |
Jun. 30, 2015USD ($) | |
Basis Of Presentation [Line Items] | |
Payment For Working Capital Adjustment | $ 2.3 |
ACQUISITION (Narrative) (Detail
ACQUISITION (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jan. 28, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 291,072 | $ 282,337 | |
ENOSERV LLC [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 20,500 | ||
Goodwill | 10,000 | ||
Revenues | 8,000 | ||
ENOSERV LLC [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Amortizable identifiable intangible assets | $ 9,000 |
EARNINGS PER SHARE (EPS) (Numbe
EARNINGS PER SHARE (EPS) (Number Of Shares Used In The Calculation Of Earnings Per Share) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earning Per Share [Line Items] | ||||
Weighted Average Shares Outstanding - Basic | 26,080 | 26,513 | 26,104 | 26,497 |
Dilutive Options and Restricted Shares | 100 | 189 | 148 | 221 |
Adjusted Shares - Diluted | 26,180 | 26,702 | 26,252 | 26,718 |
EARNINGS PER SHARE (EPS) (Narra
EARNINGS PER SHARE (EPS) (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restricted Shares [Member] | ||||
Earning Per Share [Line Items] | ||||
Common Stock outstanding, but were not included in the computation of diluted EPS | 149,000 | 163,000 | 174,000 | 192,000 |
SHARE-BASED COMPENSATION (Narra
SHARE-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation cost | $ 1.1 | $ 1.1 | $ 3.7 | $ 3.7 |
Performance-Accelerated Restricted Share Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Pretax compensation expense | $ 0.9 | 0.9 | $ 3.1 | 3.2 |
Non vested shares outstanding | 330,536 | 330,536 | ||
Non-Employee Directors Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total income tax benefit recognized | $ 0.4 | 0.1 | $ 1.4 | 0.7 |
Pretax compensation expense | 0.2 | $ 0.2 | 0.6 | $ 0.5 |
Total unrecognized compensation cost related to share-based compensation arrangements | $ 5.9 | $ 5.9 | ||
Remaining weighted-average period for recognition of total unrecognized compensation cost | 1 year 9 months 18 days |
INVENTORIES (Schedule Of Invent
INVENTORIES (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 |
Inventory [Line Items] | ||
Finished goods | $ 20,596 | $ 18,949 |
Work in process, including long-term contracts | 39,093 | 31,634 |
Raw materials | 50,435 | 43,709 |
Total inventories | $ 110,124 | $ 94,292 |
BUSINESS SEGMENT INFORMATION (S
BUSINESS SEGMENT INFORMATION (Schedule Of Net Sales And Earnings Before Income Tax) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 134,191 | $ 130,495 | $ 383,679 | $ 379,707 |
Consolidated EBIT | 15,827 | 15,430 | 44,802 | 43,730 |
Less: Interest expense | (247) | (147) | (655) | (1,493) |
Earnings before income taxes | 15,580 | 15,283 | 44,147 | 42,237 |
Filtration [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 60,401 | 57,733 | 166,340 | 171,608 |
Consolidated EBIT | 12,285 | 10,294 | 31,412 | 29,878 |
Test [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 42,945 | 45,029 | 124,449 | 125,531 |
Consolidated EBIT | 2,014 | 5,775 | 9,276 | 12,883 |
Utility Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 30,845 | 27,733 | 92,890 | 82,568 |
Consolidated EBIT | 7,357 | 5,725 | 22,189 | 18,891 |
Corporate (loss) [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated EBIT | $ (5,829) | $ (6,364) | $ (18,075) | $ (17,922) |
DEBT (Schedule Of Debt) (Detail
DEBT (Schedule Of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 |
Debt Instrument [Line Items] | ||
Total borrowings | $ 65,407 | $ 40,000 |
Short-term borrowings and current portion of long-term debt | (20,407) | (20,000) |
Total long-term debt, less current portion | $ 45,000 | $ 20,000 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | May. 14, 2012 | |
Debt Instrument [Line Items] | ||||||
Available to borrow under the credit facility | $ 376,000 | $ 376,000 | ||||
Cash on hand | 36,879 | $ 40,215 | $ 36,879 | $ 35,131 | $ 42,850 | |
Percentage of foreign subsidiaries' share equity | 65.00% | |||||
Letters of Credit Outstanding, Amount | 8,700 | $ 8,700 | ||||
Line of Credit Facility, Amount Outstanding | $ 65,000 | $ 65,000 | ||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rates | 1.14% | 1.28% | ||||
Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility fees | 17.50% | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Incremental term loan | $ 250,000 | $ 250,000 | ||||
Credit facility fees | 35.00% | |||||
JPMorgan Chase Bank N.A. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility | $ 450,000 | |||||
JPMorgan Chase Bank N.A. [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Incremental term loan | 25,000 | |||||
JPMorgan Chase Bank N.A. [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Incremental term loan | $ 250,000 |
INCOME TAX EXPENSE (Narrative)
INCOME TAX EXPENSE (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Expense [Line Items] | ||||
Effective Income Tax Rate | 31.00% | 24.20% | 31.50% | 29.70% |
Decrease in effective tax rate | 0.70% | 6.80% | 0.30% | 2.50% |
Estimated Effective Income Tax Rate Continuing Operations | 33.00% | |||
Unrecognized Tax Benefits, Period Increase (Decrease) | $ (287) | $ (1,694) | ||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent | 2.80% | 2.10% | 1.00% | |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 1.60% | 2.10% | 0.60% | 0.80% |
Effective Income Tax Rate Reconciliation Foreign Deferred Tax Liability | 0.90% | 0.30% | ||
Foreign Tax Authority [Member] | ||||
Income Tax Expense [Line Items] | ||||
Increase in effective tax rate | 0.70% | 0.80% | ||
German Valuation Allowance [Member] | ||||
Income Tax Expense [Line Items] | ||||
Increase in effective tax rate | 0.90% | 0.30% |
RETIREMENT PLANS (Schedule Of C
RETIREMENT PLANS (Schedule Of Components Of Net Periodic Benefit Cost For Plans) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Defined benefit plans | ||||
Interest cost | $ 951 | $ 1,002 | $ 2,852 | $ 3,005 |
Expected return on assets | (1,136) | (1,104) | (3,408) | (3,311) |
Amortization of Prior service cost | 3 | 3 | 10 | 10 |
Amortization of Actuarial loss | 442 | 413 | 1,326 | 1,238 |
Net periodic benefit cost | $ 260 | $ 314 | $ 780 | $ 942 |
DERIVATIVE FINANCIAL INSTRUME38
DERIVATIVE FINANCIAL INSTRUMENTS (Schedule of Outstanding Derivative Financial Instruments) (Details) - Jun. 30, 2015 - Forward Contracts [Member] € in Thousands, $ in Thousands | USD ($) | EUR (€) |
Derivatives, Fair Value [Line Items] | ||
Derivative, Notional Amount | € | € 1,289 | |
Derivative, Fair Value | $ (94) |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Fair Value of Financial Instruments) (Details) - Forward Contracts [Member] $ in Thousands | Jun. 30, 2015USD ($) |
Derivative [Line Items] | |
Fair Value of Financial Instruments | $ 94 |
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 | 94 |
Fair Value, Inputs, Level 3 [Member] | |
Derivative [Line Items] | |
Fair Value of Financial Instruments | $ 0 |