(X)
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011
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( )
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______
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COMMISSION FILE NUMBER 1-10596
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MISSOURI
(State or other jurisdiction of
incorporation or organization)
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43-1554045
(I.R.S. Employer
Identification No.)
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9900A CLAYTON ROAD
ST. LOUIS, MISSOURI
(Address of principal executive offices)
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63124-1186
(Zip Code)
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|
Three Months Ended
June 30,
|
|
2011
|
2010
|
||||||
Net sales
|
$ | 176,326 | 157,582 | |||||
Costs and expenses:
|
||||||||
Cost of sales
|
105,522 | 91,994 | ||||||
Selling, general and administrative expenses
|
47,520 | 38,144 | ||||||
Amortization of intangible assets
|
3,055 | 2,891 | ||||||
Interest expense, net
|
534 | 791 | ||||||
Other (income) expenses, net
|
(522 | ) | 551 | |||||
Total costs and expenses
|
156,109 | 134,371 | ||||||
Earnings before income taxes
|
20,217 | 23,211 | ||||||
Income tax expense
|
7,139 | 8,664 | ||||||
Net earnings
|
$ | 13,078 | 14,547 | |||||
Earnings per share:
|
||||||||
Basic – Net earnings
|
$ | 0.49 | 0.55 | |||||
Diluted – Net earnings
|
$ | 0.49 | 0.55 |
|
Nine Months Ended
June 30,
|
|
2011
|
2010
|
||||||
Net sales
|
$ | 503,010 | 399,568 | |||||
Costs and expenses:
|
||||||||
Cost of sales
|
301,599 | 238,829 | ||||||
Selling, general and administrative expenses
|
134,574 | 114,161 | ||||||
Amortization of intangible assets
|
8,943 | 8,662 | ||||||
Interest expense, net
|
1,846 | 3,028 | ||||||
Other (income) expenses, net
|
(1,015 | ) | 1,862 | |||||
Total costs and expenses
|
445,947 | 366,542 | ||||||
Earnings before income taxes
|
57,063 | 33,026 | ||||||
Income tax expense
|
19,945 | 12,076 | ||||||
Net earnings
|
$ | 37,118 | 20,950 | |||||
Earnings per share:
|
||||||||
Basic – Net earnings
|
$ | 1.40 | 0.79 | |||||
Diluted – Net earnings
|
$ | 1.38 | 0.79 |
|
June 30,
2011
|
September 30, 2010
|
||||||
ASSETS
|
(Unaudited)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 31,798 | 26,508 | |||||
Accounts receivable, net
|
144,966 | 141,098 | ||||||
Costs and estimated earnings on long-term contracts, less progress billings of $11,086 and $12,189, respectively
|
9,693 | 12,743 | ||||||
Inventories
|
102,240 | 83,034 | ||||||
Current portion of deferred tax assets
|
18,632 | 15,809 | ||||||
Other current assets
|
11,923 | 17,169 | ||||||
Total current assets
|
319,252 | 296,361 | ||||||
Property, plant and equipment, net
|
73,664 | 72,563 | ||||||
Goodwill
|
362,694 | 355,656 | ||||||
Intangible assets, net
|
231,524 | 229,736 | ||||||
Other assets
|
19,042 | 19,975 | ||||||
Total assets
|
1,006,176 | 974,291 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Short-term borrowings and current portion of long-term debt
|
$ | 50,370 | 50,000 | |||||
Accounts payable
|
47,402 | 59,088 | ||||||
Advance payments on long-term contracts, less costs incurred of $23,250 and $19,547, respectively
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28,677 | 5,729 | ||||||
Accrued salaries
|
24,624 | 23,762 | ||||||
Current portion of deferred revenue
|
24,902 | 21,907 | ||||||
Accrued other expenses
|
24,059 | 26,494 | ||||||
Total current liabilities
|
200,034 | 186,980 | ||||||
Pension obligations
|
26,808 | 29,980 | ||||||
Deferred tax liabilities
|
79,588 | 79,388 | ||||||
Other liabilities
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17,645 | 17,961 | ||||||
Long-term debt, less current portion
|
89,000 | 104,000 | ||||||
Total liabilities
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413,075 | 418,309 | ||||||
Shareholders' equity:
|
||||||||
Preferred stock, par value $.01 per share, authorized 10,000,000 shares
|
- | - | ||||||
Common stock, par value $.01 per share, authorized 50,000,000 shares, issued 29,932,347 and 29,839,343 shares, respectively
|
299 | 298 | ||||||
Additional paid-in capital
|
274,627 | 270,943 | ||||||
Retained earnings
|
389,997 | 359,274 | ||||||
Accumulated other comprehensive loss, net of tax
|
(12,310 | ) | (14,793 | ) | ||||
652,613 | 615,722 | |||||||
Less treasury stock, at cost: 3,324,926 and 3,338,986 common shares, respectively
|
(59,512 | ) | (59,740 | ) | ||||
Total shareholders' equity
|
593,101 | 555,982 | ||||||
Total liabilities and shareholders’ equity
|
$ | 1,006,176 | 974,291 |
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Nine Months Ended
June 30,
|
|
2011
|
2010
|
||||||
Cash flows from operating activities:
|
||||||||
Net earnings
|
$ | 37,118 | 20,950 | |||||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
17,387 | 16,559 | ||||||
Stock compensation expense
|
3,742 | 2,996 | ||||||
Changes in current assets and liabilities
|
(4,760 | ) | (25,642 | ) | ||||
Effect of deferred taxes
|
(2,677 | ) | (2,730 | ) | ||||
Change in deferred revenue and costs, net
|
3,104 | 3,780 | ||||||
Pension contributions
|
(4,620 | ) | (968 | ) | ||||
Other
|
(1,690 | ) | 972 | |||||
Net cash provided by operating activities
|
47,604 | 15,917 | ||||||
Cash flows from investing activities:
|
||||||||
Acquisition of businesses, net of cash acquired
|
(4,982 | ) | (1,250 | ) | ||||
Additions to capitalized software
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(10,369 | ) | (6,237 | ) | ||||
Capital expenditures
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(9,292 | ) | (10,108 | ) | ||||
Net cash used by investing activities
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(24,643 | ) | (17,595 | ) | ||||
Cash flows from financing activities:
|
||||||||
Proceeds from long-term debt
|
33,370 | 12,000 | ||||||
Principal payments on long-term debt
|
(48,000 | ) | (28,467 | ) | ||||
Dividends paid
|
(6,367 | ) | (4,230 | ) | ||||
Other
|
1,047 | 1,365 | ||||||
Net cash used by financing activities
|
(19,950 | ) | (19,332 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents
|
2,279 | (3,286 | ) | |||||
Net increase (decrease) in cash and cash equivalents
|
5,290 | (24,296 | ) | |||||
Cash and cash equivalents, beginning of period
|
26,508 | 44,630 | ||||||
Cash and cash equivalents, end of period
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$ | 31,798 | 20,334 |
1.
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BASIS OF PRESENTATION
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2.
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ACQUISITION
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On February 28, 2011, the Company acquired the capital stock of EMV Elektronische Messgerate Vertriebs – GmbH, together with its subsidiary EMSCREEN Electromagnetic Screening GmbH (collectively, EMV) for a purchase price of approximately $5.0 million, inclusive of cash acquired. EMV, with operations in Taufkirchen, Germany provides turnkey systems and shielded environments for research, development and quality assurance testing of electronic equipment. EMV’s operating results, since the date of acquisition, are included within the Test segment and the Company recorded approximately $4.8 million of goodwill as a result of the transaction.
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3.
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EARNINGS PER SHARE (EPS)
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Three Months Ended
June 30,
|
Nine Months Ended
June 30,
|
2011
|
2010
|
2011
|
2010
|
Weighted Average Shares Outstanding - Basic
|
26,605
|
26,448
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26,576
|
26,437
|
|||
Dilutive Options and Restricted Shares
|
294
|
231
|
288
|
260
|
|||
Adjusted Shares - Diluted
|
26,899
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26,679
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26,864
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26,697
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4.
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SHARE-BASED COMPENSATION
|
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Shares
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Weighted
Avg. Price
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Aggregate Intrinsic Value
(in millions)
|
Weighted Avg. Remaining Contractual Life
|
|||||||||
Outstanding at October 1, 2010
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761,931 | $ | 35.15 | ||||||||||
Granted
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- | - | |||||||||||
Exercised
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(66,724 | ) | $ | 13.36 | $ | 1.7 | |||||||
Cancelled
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(215,632 | ) | $ | 44.60 | |||||||||
Outstanding at June 30, 2011
|
479,575 | $ | 33.92 | $ | 3.3 |
1.0 year
|
|||||||
Exercisable at June 30, 2011
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441,260 | $ | 33.63 | $ | 3.3 |
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Shares
|
Weighted
Avg. Price
|
||||||
Nonvested at October 1, 2010
|
304,176 | $ | 38.95 | |||||
Granted
|
110,957 | $ | 32.86 | |||||
Nonvested at June 30, 2011
|
415,133 | $ | 37.40 |
(In thousands)
|
June 30,
2011
|
September 30, 2010
|
||||||
Finished goods
|
$ | 33,560 | 29,902 | |||||
Work in process, including long-term contracts
|
26,270 | 18,743 | ||||||
Raw materials
|
42,410 | 34,389 | ||||||
Total inventories
|
$ | 102,240 | 83,034 |
7.
|
BUSINESS SEGMENT INFORMATION
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(In thousands)
|
Three Months ended
June 30,
|
Nine Months ended
June 30,
|
||||||||||||||
NET SALES
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
USG
|
$ | 86,837 | 91,718 | $ | 264,018 | 224,950 | ||||||||||
Test
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45,848 | 34,575 | 119,955 | 93,143 | ||||||||||||
Filtration
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43,641 | 31,289 | 119,037 | 81,475 | ||||||||||||
Consolidated totals
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$ | 176,326 | 157,582 | $ | 503,010 | 399,568 | ||||||||||
EBIT
|
||||||||||||||||
USG
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$ | 12,428 | 20,424 | $ | 43,597 | 35,615 | ||||||||||
Test
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4,616 | 3,397 | 11,739 | 6,193 | ||||||||||||
Filtration
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9,595 | 6,072 | 21,604 | 11,419 | ||||||||||||
Corporate (loss)
|
(5,888 | ) | (5,891 | ) | (18,031 | ) | (17,173 | ) | ||||||||
Consolidated EBIT
|
20,751 | 24,002 | 58,909 | 36,054 | ||||||||||||
Less: Interest expense
|
(534 | ) | (791 | ) | (1,846 | ) | (3,028 | ) | ||||||||
Earnings before income taxes
|
$ | 20,217 | 23,211 | $ | 57,063 | 33,026 | ||||||||||
(In thousands)
|
June 30,
2011
|
September 30, 2010
|
||||||
Revolving credit facility, including current portion
|
$ | 139,370 | 154,000 | |||||
Short-term borrowings and current portion of long-term debt
|
(50,370 | ) | (50,000 | ) | ||||
Total long-term debt, less current portion
|
$ | 89,000 | 104,000 |
Three Months Ended
June 30,
|
Nine Months Ended
June 30,
|
|||||||||||||||
(In thousands)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Defined benefit plans
|
||||||||||||||||
Interest cost
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$ | 969 | 976 | $ | 2,867 | 2,928 | ||||||||||
Expected return on assets
|
(1,054 | ) | (1,035 | ) | (3,140 | ) | (3,107 | ) | ||||||||
Amortization of:
|
||||||||||||||||
Prior service cost
|
3 | 3 | 9 | 10 | ||||||||||||
Actuarial loss
|
289 | 226 | 885 | 679 | ||||||||||||
Net periodic benefit cost
|
$ | 207 | 170 | $ | 621 | 510 |
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|
|||||||||||||||
(In thousands)
|
Notional
Amount
|
Average
Receive Rate
|
Average
Pay Rate
|
Fair Value
|
||||||||||||
|
||||||||||||||||
Interest rate swap
|
$ | 60,000 | 0.19 | % | 1.10 | % | $ | (143 | ) | |||||||
(In thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Liabilities:
|
||||||||||||||||
Interest rate swaps
|
$ | - | $ | 143 | $ | - | $ | 143 |
(In thousands)
|
Three Months ended
June 30,
|
Nine Months ended
June 30,
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Consolidated EBIT
|
$ | 20,751 | 24,002 | 58,909 | 36,054 | |||||||||||
Less: Interest expense, net
|
(534 | ) | (791 | ) | (1,846 | ) | (3,028 | ) | ||||||||
Less: Income tax expense
|
(7,139 | ) | (8,664 | ) | (19,945 | ) | (12,076 | ) | ||||||||
Net earnings
|
$ | 13,078 | 14,547 | 37,118 | 20,950 |
|
||||||||||||||||
(In thousands)
|
Notional
Amount
|
Average
Receive Rate
|
Average
Pay Rate
|
Fair Value
|
||||||||||||
|
||||||||||||||||
Interest rate swap
|
$ | 60,000 | 0.19 | % | 1.10 | % | $ | (143 | ) |
Exhibit
Number
|
3.1
|
Restated Articles of Incorporation
|
Incorporated by reference to Form 10-K for the fiscal year ended September 30, 1999, at Exhibit 3(a)
|
3.2
|
Amended Certificate of Designation, Preferences and Rights of Series A Participating Cumulative Preferred Stock of the Registrant
|
Incorporated by reference to Form 10-Q for the fiscal quarter ended March 31, 2000, at Exhibit 4(e)
|
3.3
|
Articles of Merger effective July 10, 2000
|
Incorporated by reference to Form 10-Q for the fiscal quarter ended June 30, 2000, at Exhibit 3(c)
|
3.4
|
Bylaws, as amended and restated as of July 10, 2000
|
Incorporated by reference to Form 10-K for the fiscal year ended September 30, 2003, at Exhibit 3.4
|
3.5
|
Amendment to Bylaws effective as of February 2, 2007
|
Incorporated by reference to Form 10-Q for the fiscal quarter ended December 31, 2006, at Exhibit 3.5
|
3.6
|
Amendment to Bylaws effective as of November 9, 2007
|
Incorporated by reference to Current Report on Form 8-K dated November 12, 2007, at Exhibit 3.1
|
4.1
|
Specimen revised Common Stock Certificate
|
Incorporated by reference to Form 10-Q for the fiscal quarter ended March 31, 2010, at Exhibit 4.1
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4.2
|
Credit Agreement dated as of November 30, 2007 among the Registrant, National City Bank and the lenders from time to time parties thereto
|
Incorporated by reference to Current Report on Form 8-K dated November 30, 2007, at Exhibit 4.1
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4.3
|
Amendment No. 1 to the Agreement listed at 4.2 above, with retroactive effect to November 12, 2009 among the Registrant, the lenders from time to time parties thereto, and PNC Bank, National Association (successor to National City Bank)
|
Incorporated by reference to Current Report on Form 8-K dated January 12, 2010, at Exhibit 4.1
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*31.1
|
Certification of Chief Executive Officer relating to Form 10-Q for period ended June 30, 2011
|
|
*31.2
|
Certification of Chief Financial Officer relating to Form 10-Q for period ended June 30, 2011
|
|
*32
|
Certification of Chief Executive Officer and Chief Financial Officer relating to Form 10-Q for period ended June 30, 2011
|
|
*101.INS
|
XBRL Instance Document
|
|
*101.SCH
|
XBRL Schema Document
|
|
*101.CAL
|
XBRL Calculation Linkbase Document
|
|
*101.LAB
|
XBRL Label Linkbase Document
|
|
*101.PRE
|
XBRL Presentation Linkbase Document
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ESCO TECHNOLOGIES INC.
|
|
/s/ Gary E. Muenster
Gary E. Muenster
Executive Vice President and Chief Financial Officer
(As duly authorized officer and principal accounting and financial officer of the registrant)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ESCO Technologies Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ V.L. Richey, Jr.
V.L. Richey, Jr.
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ESCO Technologies Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ G.E. Muenster
G.E. Muenster
Executive Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ V.L. Richey, Jr.
V.L. Richey, Jr.
Chairman, Chief Executive Officer and President
ESCO Technologies Inc.
|
|
/s/ G.E. Muenster
G.E. Muenster
Executive Vice President and Chief Financial Officer
ESCO Technologies Inc.
|
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data |
Jun. 30, 2011
|
Sep. 30, 2010
|
---|---|---|
Consolidated Balance Sheets | ||
Costs and estimated earnings on long-term contracts, progress billings | $ 11,086 | $ 12,189 |
Advance payments on long-term contracts, costs incurred | $ 23,250 | $ 19,547 |
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 | 29,932,347 | 29,839,343 |
Treasury stock, shares | 3,324,926 | 3,338,986 |
Retirement Plans (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement Plans | |||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Net Benefit Costs |
|
Document And Entity Information
|
9 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Jul. 31, 2011
|
|
Document And Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2011 | |
Document Fiscal Year Focus | 2011 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ESCO TECHNOLOGIES INC | |
Entity Central Index Key | 0000866706 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,615,921 |
Earnings Per Share (EPS) (Details) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Weighted Average Shares Outstanding - Basic | 26,605,000 | 26,448,000 | 26,576,000 | 26,437,000 |
Dilutive Options and Restricted Shares | 294,000 | 231,000 | 288,000 | 260,000 |
Adjusted Shares - Diluted | 26,899,000 | 26,679,000 | 26,864,000 | 26,697,000 |
Common stock outstanding, but were not included in the computation of diluted EPS | 328,482 | 561,059 | ||
Options expiration period | 2014 | |||
Maximum [Member]
|
||||
Weighted average price of securities excluded from computation of earnings per share | $ 54.88 | $ 54.88 | ||
Minimum [Member]
|
||||
Weighted average price of securities excluded from computation of earnings per share | $ 37.54 | $ 27.44 | ||
Restricted Stock [Member]
|
||||
Common stock outstanding, but were not included in the computation of diluted EPS | 197,000 | 264,000 |
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Business Segment Information
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Business Segment Information |
7. 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: Utility Solutions Group (USG), RF Shielding and Test (Test) and Filtration/Fluid Flow (Filtration). The USG segment's operations consist of: Aclara Power-Line Systems Inc. (Aclara PLS), Aclara RF Systems Inc. (Aclara RF), Aclara Software Inc., and Doble Engineering Company (Doble). The Aclara Group is a proven supplier of special purpose fixed-network communications systems for electric, gas and water utilities, including hardware and software to support advanced metering applications. 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. Test segment operations represent the EMC Group, consisting primarily of ETS-Lindgren L.P. (ETS) and Lindgren R.F. Enclosures, Inc. (Lindgren). The EMC Group is an industry leader in providing its customers with the ability to identify, measure and contain magnetic, electromagnetic and acoustic energy. The Filtration segment's operations consist of: PTI Technologies Inc. (PTI), VACCO Industries (VACCO), Crissair, Inc. (Crissair) and Thermoform Engineered Quality LLC (TEQ) (formerly named TekPackaging). 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.
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.
|
Share-Based Compensation (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Stock option grants | ||||
Stock Options Plans [Member]
|
||||
Pretax compensation expense related to stock option awards | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Performance-Accelerated Restricted Share Awards [Member]
|
||||
Pretax compensation expense related to stock option awards | 1.0 | 0.8 | 3.0 | 2.2 |
Non-Employee Directors Plan [Member]
|
||||
Pretax compensation expense related to stock option awards | 0.2 | 0.1 | 0.4 | 0.4 |
Total income tax benefit recognized | 0.5 | 0.4 | 1.4 | 1.2 |
Total unrecognized compensation cost related to share-based compensation arrangements | 6.5 | 6.5 | ||
Remaining weighted-average period for recognition of total unrecognized compensation cost, years | 1.5 | |||
Selling, General and Administrative Expenses [Member]
|
||||
Total share-based compensation cost | $ 1.2 | $ 1.1 | $ 3.7 | $ 3.0 |
Derivative Financial Instruments (Schedule Of Notional Transaction Amounts And Fair Values) (Details) (Interest Rate Swap [Member], USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2011
|
---|---|
Interest rate swap, Notional Amount | $ 60,000 |
Interest rate swap, Fair Value | $ (143) |
Average Receive Rate [Member]
|
|
Interest rate swap, Average Rate | 0.19% |
Average Pay Rate [Member]
|
|
Interest rate swap, Average Rate | 1.10% |
Acquisition - Q2 (Details) (USD $)
In Millions |
Feb. 28, 2011
|
---|---|
Acquisition - Q2 | |
Purchase price, inclusive of cash paid | $ 5.0 |
Goodwill as a result of the transaction | $ 4.8 |
Recently Issued Accounting Pronouncements
|
9 Months Ended |
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Jun. 30, 2011
|
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Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | 12. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). This update requires entities to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements of net income and other comprehensive income. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with retrospective applications required. This update is not expected to have a material impact on the Company's financial statements. |
Earnings Per Share (EPS)
|
9 Months Ended | |||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Earnings Per Share (EPS) | ||||||||||||||||||||||||||||||||||||
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):
Options to purchase 328,482 shares of common stock at prices ranging from $37.54 - $54.88 and options to purchase 561,059 shares of common stock at prices ranging from $27.44 - $54.88 were outstanding during the three-month periods ended June 30, 2011 and 2010, respectively, 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 197,000 and 264,000 restricted shares were excluded from the computation of diluted EPS for the three-month periods ended June 30, 2011 and 2010, respectively, based upon the application of the treasury stock method. |
Income Tax Expense (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 9 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
Sep. 30, 2011
|
Sep. 30, 2011
Scenario, Forecast [Member]
|
|
Effective income tax rate | 35.30% | 37.30% | 35.00% | 36.60% | 36.00% | |
Favorably impact on income tax expense by net research tax credits | $ 0.4 | |||||
Reduction in the income tax rate a result of the tax relief, unemployment insurance reauthorization, and job creation act of 2010 | 0.80% | |||||
Adjustment to foreign tax accruals | 0.3 | 0.3 | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 2.0 | |||
Effective tax rate, prior year adjustment | 1.40% | 1.00% |
Income Tax Expense
|
9 Months Ended |
---|---|
Jun. 30, 2011
|
|
Income Tax Expense | |
Income Tax Expense | 9. INCOME TAX EXPENSE
The third quarter 2011 effective income tax rate was 35.3% compared to 37.3% in the third quarter of 2010. The income tax expense in the third quarter of 2010 was unfavorably impacted by a $0.3 million adjustment, net, related to fiscal year 2009 research credits, increasing the third quarter 2010 effective tax rate by 1.4%. The effective income tax rate in the first nine months of fiscal 2011 and 2010 was 35.0% compared to 36.6% in the prior year period. The income tax expense in the first nine months of 2011 was favorably impacted by net research tax credits of $0.4 million, reducing the rate for the first nine months of 2011 by 0.8%, as a result of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010. The income tax expense in the first nine months of 2010 was unfavorably impacted by the $0.3 million adjustment discussed above, increasing the rate for the first nine months of 2010 by 1.0%. The Company estimates the annual effective income tax rate for fiscal 2011 will be approximately 36.0%.
There was no material change in the unrecognized tax benefits of the Company during the three-month period ended June 30, 2011. The Company anticipates a $2.0 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. |
Share-Based Compensation (Tables)
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9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Share-Based Compensation | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Stock Options Awarded Under The Option Plans |
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Schedule Of Outstanding Restricted Share Awards |
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Retirement Plans
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Retirement Plans | |||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement Plans | 10. RETIREMENT 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, 2011 and 2010 is shown in the following table. Net periodic benefit cost for each period presented is comprised of the following:
|
Business Segment Information (Schedule Of Basis Of Continuing Operations And Excludes Discontinued Operations) (Details) (USD $)
In Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
NET SALES | $ 176,326 | $ 157,582 | $ 503,010 | $ 399,568 |
Consolidated EBIT | 20,751 | 24,002 | 58,909 | 36,054 |
Less: Interest expense | (534) | (791) | (1,846) | (3,028) |
Earnings before income taxes | 20,217 | 23,211 | 57,063 | 33,026 |
USG [Member]
|
||||
NET SALES | 86,837 | 91,718 | 264,018 | 224,950 |
Consolidated EBIT | 12,428 | 20,424 | 43,597 | 35,615 |
Test [Member]
|
||||
NET SALES | 45,848 | 34,575 | 119,955 | 93,143 |
Consolidated EBIT | 4,616 | 3,397 | 11,739 | 6,193 |
Filtration [Member]
|
||||
NET SALES | 43,641 | 31,289 | 119,037 | 81,475 |
Consolidated EBIT | 9,595 | 6,072 | 21,604 | 11,419 |
Corporate (Loss) [Member]
|
||||
Consolidated EBIT | $ (5,888) | $ (5,891) | $ (18,031) | $ (17,173) |
Debt
|
9 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
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Debt | |||||||||||||
Debt | 8. DEBT
The Company's debt is summarized as follows:
At June 30, 2011, the Company had approximately $177.0 million available to borrow under the credit facility, and a $50 million increase option, in addition to $31.8 million cash on hand. At June 30, 2011, the Company had $139.0 million of outstanding borrowings under the credit facility and outstanding letters of credit of $13.9 million. The Company classified $50 million as the current portion of long-term debt as of June 30, 2011, as the Company intends to repay this amount within the next twelve months; however, the Company has no contractual obligation to repay such amount during the next twelve months. The Company also had $0.4 million of short-term borrowings outstanding at June 30, 2011. The Company's ability to access the additional $50 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 15 to 25 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. |
Basis Of Presentation
|
9 Months Ended |
---|---|
Jun. 30, 2011
|
|
Basis Of Presentation | |
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, 2010.
The Company's business is typically not impacted by seasonality; however, the results for the three and nine-month periods ended June 30, 2011 are not necessarily indicative of the results for the entire 2011 fiscal year. References to the third quarters of 2011 and 2010 represent the fiscal quarters ended June 30, 2011 and 2010, 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 litigation and other loss contingencies. Actual results could differ from those estimates. |
Share-Based Compensation
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Share-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 nine months of fiscal 2011. Pretax compensation expense related to stock option awards was $0.1 million and $0.3 million for the three and nine-month periods ended June 30, 2011, respectively, and $0.1 million and $0.3 million for the respective prior year periods.
Information regarding stock options awarded under the option plans is as follows:
Performance-accelerated Restricted Share Awards Pretax compensation expense related to the restricted share awards was $1.0 million and $3.0 million for the three and nine-month periods ended June 30, 2011, respectively, and $0.8 million and $2.2 million for the respective prior year periods.
The following summary presents information regarding outstanding restricted share awards as of June 30, 2011 and changes during the nine-month period then ended:
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 nine-month periods ended June 30, 2011, respectively, and $0.1 million and $0.4 million for the respective prior year periods.
The total share-based compensation cost that has been recognized in results of operations and included within selling, general and administrative expenses (SG&A) was $1.2 million and $3.7 million for the three and nine-month periods ended June 30, 2011, respectively, and $1.1 million and $3.0 million for the three and nine-month periods ended June 30, 2010, respectively. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $0.5 million and $1.4 million for the three and nine-month periods ended June 30, 2011, respectively, and $0.4 million and $1.2 million for the three and nine-month periods ended June 30, 2010, respectively. As of June 30, 2011, there was $6.5 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 1.5 years. |
Comprehensive Income (Details) (USD $)
In Millions |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Comprehensive Income | ||||
Comprehensive income | $ 14.3 | $ 11.9 | $ 39.6 | $ 16.6 |
Foreign currency translation adjustments | 2.3 | 4.9 | ||
Interest rate swap gains | $ 0.2 | $ 0.6 |
Inventories
|
9 Months Ended | ||||||||||||||||||
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Jun. 30, 2011
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Inventories | |||||||||||||||||||
Inventories | 5. INVENTORIES
Inventories consist of the following:
|
Debt (Narrative) (Details) (USD $)
|
9 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2011
|
Sep. 30, 2010
|
Jun. 30, 2010
|
Sep. 30, 2009
|
|
Available to borrow under the credit facility | $ 177,000,000 | |||
Option amount to increase credit facility | 50,000,000 | |||
Cash on hand | 31,798,000 | 26,508,000 | 20,334,000 | 44,630,000 |
Outstanding borrowings under the credit facility | 139,000,000 | |||
Outstanding letters of credit | 13,900,000 | |||
Retention payable | 0 | |||
Current portion of long-term debt | 50,000,000 | |||
Short-term borrowings outstanding | $ 400,000 | |||
Percentage of foreign subsidiaries' share equity | 65.00% | |||
Maximum [Member]
|
||||
Credit facility fees | 25.00% | |||
Minimum [Member]
|
||||
Credit facility fees | 15.00% |
Inventories (Schedule Of Inventories) (Details) (USD $)
In Thousands |
Jun. 30, 2011
|
Sep. 30, 2010
|
---|---|---|
Inventories | ||
Finished goods | $ 33,560 | $ 29,902 |
Work in process, including long-term contracts | 26,270 | 18,743 |
Raw materials | 42,410 | 34,389 |
Total inventories | $ 102,240 | $ 83,034 |
Earnings Per Share (EPS) (Tables)
|
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Jun. 30, 2011
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Earnings Per Share (EPS) | ||||||||||||||||||||||||||||||||||||
Schedule Of Number Of Shares Used In The Calculation Of Earnings Per Share |
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Comprehensive Income
|
9 Months Ended |
---|---|
Jun. 30, 2011
|
|
Comprehensive Income | |
Comprehensive Income | 6. COMPREHENSIVE INCOME Comprehensive income for the three-month periods ended June 30, 2011 and 2010 was $14.3 million and $11.9 million, respectively. Comprehensive income for the nine-month periods ended June 30, 2011 and 2010 was $39.6 million and $16.6 million, respectively. For the nine-month period ended June 30, 2011, the Company's comprehensive income was positively impacted by foreign currency translation adjustments of $2.3 million and interest rate swap gains of $0.2 million. For the nine-month period ended June 30, 2010, the Company's comprehensive income was negatively impacted by foreign currency translation adjustments of $4.9 million and favorably impacted by interest rate swap gains of $0.6 million. |
Business Segment Information (Tables)
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Jun. 30, 2011
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Schedule Of Basis Of Continuing Operations And Excludes Discontinued Operations |
|
Derivative Financial Instruments (Schedule Of Interest Rate Swaps Classified) (Details) (Interest Rate Swap [Member], USD $)
In Thousands |
Jun. 30, 2011
|
---|---|
Interest rate swaps, Liabilities | $ 143 |
Level 1 [Member]
|
|
Interest rate swaps, Liabilities | |
Level 2 [Member]
|
|
Interest rate swaps, Liabilities | 143 |
Level 3 [Member]
|
|
Interest rate swaps, Liabilities |
Share-Based Compensation (Schedule Of Outstanding Restricted Share Awards) (Details) (USD $)
|
9 Months Ended |
---|---|
Jun. 30, 2011
|
|
Share-Based Compensation | |
Outstanding restricted share awards, Shares Nonvested | 304,176 |
Outstanding restricted share awards, Shares Granted | 110,957 |
Outstanding restricted share awards, Shares Nonvested | 415,133 |
Outstanding restricted share awards, Nonvested, Weighted Avg. Price | $ 38.95 |
Outstanding restricted share awards, Granted, Weighted Avg. Price | $ 32.86 |
Outstanding restricted share awards, Nonvested, Weighted Avg. Price | $ 37.40 |
Debt (Tables)
|
9 Months Ended | ||||||||||||
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Jun. 30, 2011
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Debt | |||||||||||||
Schedule Of Debt |
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Derivative Financial Instruments (Tables)
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Jun. 30, 2011
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Derivative Financial Instruments | ||||||||||||||||||||||||||
Summary Of Notional Transaction Amounts And Fair Values |
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Schedule Of Interest Rate Swaps Classified |
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Acquisition - Q2
|
9 Months Ended |
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Jun. 30, 2011
|
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Acquisition - Q2 | |
Acquisition - Q2 | 2. ACQUISITION
On February 28, 2011, the Company acquired the capital stock of EMV Elektronische Messgerate Vertriebs – GmbH, together with its subsidiary EMSCREEN Electromagnetic Screening GmbH (collectively, EMV) for a purchase price of approximately $5.0 million, inclusive of cash acquired. EMV, with operations in Taufkirchen, Germany provides turnkey systems and shielded environments for research, development and quality assurance testing of electronic equipment. EMV's operating results, since the date of acquisition, are included within the Test segment and the Company recorded approximately $4.8 million of goodwill as a result of the transaction. |
Derivative Financial Instruments
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Jun. 30, 2011
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Derivative Financial Instruments | |||||||||||||||||||||||||||||||||||||||||
Derivative Financial Instruments | 11. 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 third quarter of 2010, the Company entered into a $60 million one-year forward interest rate swap effective October 5, 2010. All derivative instruments are reported on the balance sheet at fair value. The derivative instruments are designated as a cash flow hedge and the gain or loss on the derivative is deferred in accumulated other comprehensive income until recognized in earnings with the underlying hedged item. Including the impact of interest rate swaps outstanding, the interest rates on approximately 40% of the Company's total borrowings were effectively fixed as of June 30, 2011.
The following is a summary of the notional transaction amounts and fair values for the Company's outstanding derivative financial instruments as of June 30, 2011.
Fair Value of Financial Instruments
The Company's interest rate swaps 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, 2011:
|
Debt (Schedule Of Debt) (Details) (USD $)
In Thousands |
Jun. 30, 2011
|
Sep. 30, 2010
|
---|---|---|
Debt | ||
Revolving credit facility, including current portion | $ 139,370 | $ 154,000 |
Short-term borrowings and current portion of long-term debt | (50,370) | (50,000) |
Total long-term debt, less current portion | $ 89,000 | $ 104,000 |
Inventories (Tables)
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9 Months Ended | ||||||||||||||||||
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Jun. 30, 2011
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Inventories | |||||||||||||||||||
Schedule Of Inventories |
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Consolidated Statements Of Operations (USD $)
In Thousands, except Per Share data |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Consolidated Statements Of Operations | ||||
Net sales | $ 176,326 | $ 157,582 | $ 503,010 | $ 399,568 |
Costs and expenses: | ||||
Cost of sales | 105,522 | 91,994 | 301,599 | 238,829 |
Selling, general and administrative expenses | 47,520 | 38,144 | 134,574 | 114,161 |
Amortization of intangible assets | 3,055 | 2,891 | 8,943 | 8,662 |
Interest expense, net | 534 | 791 | 1,846 | 3,028 |
Other (income) expenses, net | (522) | 551 | (1,015) | 1,862 |
Total costs and expenses | 156,109 | 134,371 | 445,947 | 366,542 |
Earnings before income taxes | 20,217 | 23,211 | 57,063 | 33,026 |
Income tax expense | 7,139 | 8,664 | 19,945 | 12,076 |
Net earnings | $ 13,078 | $ 14,547 | $ 37,118 | $ 20,950 |
Earnings per share: | ||||
Basic - Net earnings | $ 0.49 | $ 0.55 | $ 1.40 | $ 0.79 |
Diluted - Net earnings | $ 0.49 | $ 0.55 | $ 1.38 | $ 0.79 |
Retirement Plans (Details) (USD $)
In Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
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Retirement Plans | ||||
Interest cost | $ 969 | $ 976 | $ 2,867 | $ 2,928 |
Expected return on assets | (1,054) | (1,035) | (3,140) | (3,107) |
Amortization of Prior service cost | 3 | 3 | 9 | 10 |
Amortization of Actuarial loss | 289 | 226 | 885 | 679 |
Net periodic benefit cost | $ 207 | $ 170 | $ 621 | $ 510 |