ESE 10-Q Quarter ended March 31, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

OR

COMMISSION FILE NUMBER 1-10596

ESCO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

(314) 213-7200

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Dollars in thousands)

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

See accompanying notes to consolidated financial statements.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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).

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):

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.

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 from continuing operations consist of the following:

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.

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.

The Company’s debt is summarized as follows:

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.

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.

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:

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:

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:

Valuation was based on third party evidence of similarly priced derivative instruments.

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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following discussion refers to the Company’s results from continuing operations, except where noted. On March 28, 2014, the Company completed the sale of Aclara Technologies LLC (Aclara) to an affiliate of Sun Capital Partners, Inc. The parties have not yet reached agreement on the calculation of the final working capital adjustment as the buyer has proposed several adjustments to the working capital estimate calculated at closing. Pursuant to the terms of the sale agreement, the parties have entered into arbitration. While the final working capital adjustment cannot be determined at this time, the risk exists that the buyer could prevail in certain of the proposed adjustments. The Company has considered this risk in the consolidated financial statements. Aclara is reflected as discontinued operations in the financial statements and related notes for the periods shown.

References to the second quarters and first six months of 2015 and 2014 represent the fiscal quarters and six-month periods ended March 31, 2015 and 2014, respectively.

OVERVIEW

In the second quarter of 2015, sales, net earnings and diluted earnings per share from continuing operations were $128.9 million, $8.6 million and $0.33 per share, respectively, compared to $124.8 million, $9.3 million and $0.35 per share in the second quarter of 2014. In the first six months of 2015, sales, net earnings and diluted earnings per share from continuing operations were $249.5 million, $19.5 million and $0.74 per share, respectively, compared to $249.2 million, $18.1 million and $0.68 per share in the first six months of 2014.

NET SALES

Net sales increased $4.1 million, or 3.3%, to $128.9 million in the second quarter of 2015 from $124.8 million in the second quarter of 2014. Net sales increased $0.3 million to $249.5 million in the first six months of 2015 from $249.2 million in the first six months of 2014. The increase in net sales in the second quarter of 2015 as compared to the second quarter of 2014 was due to a $3.1 million increase in the USG segment, and a $1.0 million increase in the Test segment.

- Filtration

In the second quarter of 2015, net sales of $58.4 million were consistent with the $58.4 million in the second quarter of 2014. Net sales decreased $8.0 million, or 7.0%, to $105.9 million in the first six months of 2015 from $113.9 million in the first six months of 2014. The sales decrease in the first six months of 2015 compared to the first six months of 2014 was due to a $6.4 million decrease in net sales at VACCO due to lower shipments of its Space products, primarily the Boeing Space Launch System; a $2.1 million decrease in net sales at Crissair, mainly from timing of deliveries resulting from requirements to receive first article inspection approvals from certain customers as a result of the manufacturing location move from Palmdale, California to Valencia, California; and a $1.0 million decrease in net sales at TEQ due to lower shipments of its ear thermometer probe cover product resulting from a product change; partially offset by a $1.6 million increase in net sales at PTI due to the timing of aerospace and industrial product shipments.

-Test

In the second quarter of 2015, net sales of $42.1 million were $1.1 million, or 2.6%, higher than the $41.0 million recorded in the second quarter of 2014. Net sales increased $1.0 million, or 1.2%, to $81.5 million in the first six months of 2015 from $80.5 million in the first six months of 2014. The sales increase in the second quarter and first six months of 2015 compared to the corresponding periods of 2014 was primarily due to an increase in net sales from the segment’s European operations due to the timing of projects.

- Utility Solutions Group (USG)

Net sales increased $3.1 million, or 12.2%, to $28.4 million in the second quarter of 2015 from $25.3 million in the second quarter of 2014. Net sales increased $7.2 million, or 13.1%, to $62.0 million in the first six months of 2015 from $54.8 million in the first six months of 2014. The sales increase in the second quarter and first six months of 2015 compared to the corresponding periods of 2014 was mainly due to higher shipments of the F and M series products, additional international revenues and additional software and service revenue at Doble.

ORDERS AND BACKLOG

Backlog from continuing operations was $348.0 million at March 31, 2015 compared with $302.9 million at September 30, 2014. The Company received new orders totaling $142.4 million in the second quarter of 2015 compared to $136.4 million in the second quarter of 2014. Of the new orders received in the second quarter of 2015, $70.3 million related to Filtration products, $40.4 million related to Test products, and $31.7 million related to USG products. Of the new orders received in the second quarter of 2014, $58.2 million related to Filtration products, $52.4 million related to Test products, and $25.8 million related to USG products.

The Company received new orders totaling $294.6 million in the first six months of 2015 compared to $249.9 million in the first six months of 2014. Of the new orders received in the first six months of 2015, $134.4 million related to Filtration products, $100.7 million related to Test products, and $59.5 million related to USG products. Of the new orders received in the first six months of 2014, $112.3 million related to Filtration products, $83.4 million related to Test products, and $54.2 million related to USG products.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses for the second quarter of 2015 were $32.9 million (25.5% of net sales), compared with $31.8 million (25.5% of net sales) for the second quarter of 2014. For the first six months of 2015, SG&A expenses were $66.4 million (26.6% of net sales) compared to $65.7 million (26.4% of net sales) for the first six months of 2014. The increase in SG&A in the second quarter and first six months of 2015 compared to the corresponding periods of 2014 was mainly due to an increase in SG&A expenses at Doble (higher commission expenses and international market expansion) and Corporate (higher acquisition costs, including professional fees).

AMORTIZATION OF INTANGIBLE ASSETS

Amortization of intangible assets was $2.2 million and $4.1 million for the second quarter and first six months of 2015, respectively, compared to $1.7 million and $3.4 million for the corresponding periods of 2014. Amortization expenses consist of amortization of acquired intangible assets from recent acquisitions and other identifiable intangible assets (primarily software, patents and licenses). The increase in amortization expenses in the second quarter and first six months of 2015 compared to the corresponding periods of 2014 was mainly due to an increase in software amortization and the amortization of intangibles related to the ENOSERV acquisition.

OTHER (INCOME) EXPENSES, NET

Other income, net, was $(0.4) million in the second quarter of 2015 compared to other income, net, of $(0.04) million in the second quarter of 2014. There were no individually significant items in other (income) expenses, net, in the second quarter of 2015. The principal component in other income, net, in the second quarter of 2014 was $0.3 million of restructuring costs related to the Filtration segment facility consolidation. Other income, net, was $(0.6) million compared to other expenses, net, of $0.1 million for the first six months of 2015 and 2014, respectively. There were no individually significant items in other (income) expenses, net, in the first six months of 2015. The principal component in other expenses, net, in the first six months of 2014 was $0.5 million of restructuring costs related to the Filtration segment facility consolidation.

EBIT

The Company evaluates the performance of its operating segments based on EBIT, and provides EBIT on a consolidated basis, which is a non-GAAP financial measure. Please refer to the discussion of non-GAAP financial measures in Note 6 to the Consolidated Financial Statements, above. EBIT from continuing operations was $14.0 million (10.9% of net sales) for the second quarter of 2015 compared to $13.9 million (11.1% of net sales) for the second quarter of 2014. For the first six months of 2015, EBIT was $29.0 million (11.6% of net sales) compared to $28.3 million (11.4% of net sales) for the first six months of 2014.

The following table presents a reconciliation of EBIT from continuing operations to net earnings from continuing operations.

- Filtration

EBIT in the second quarter of 2015 was $12.1 million (20.6% of net sales) compared to $10.1 million (17.3% of net sales) in the second quarter of 2014. In the first six months of 2015, EBIT was $19.1 million (18.1% of net sales) compared to $19.6 million (17.2% of net sales) in the first six months of 2014. The increase in EBIT in the second quarter of 2015 compared to the second quarter of 2014 was due to an increase at PTI and Crissair due to higher sales volumes. The $0.5 million decrease in EBIT in the first six months of 2015 compared to the first six months of 2014 was driven by a decrease in EBIT margins at VACCO due to lower sales volumes.

- Test

EBIT in the second quarter of 2015 was $3.5 million (8.2% of net sales) compared to $3.5 million (8.6% of net sales) in the second quarter of 2014. In the first six months of 2015, EBIT was $7.3 million (8.9% of net sales) compared to $7.1 million (8.8% of net sales) in the first six months of 2014. EBIT increased in the first six months of 2015 compared to the respective prior year period mainly due to the increase in sales volumes.

- Utility Solutions Group

EBIT in the second quarter of 2015 was $4.9 million (17.1% of net sales) compared to $5.5 million (21.8% of net sales) in the second quarter of 2014. In the first six months of 2015, EBIT was $14.8 million (23.9% of net sales) compared to EBIT of $13.2 million (24.0% of net sales) in the first six months of 2014. The decrease in EBIT in the second quarter of 2015 compared to the second quarter of 2014 was mainly due to the timing of the Doble Spring Conference (March 2015 vs April 2014) and an increase in SG&A expenses as mentioned above. The increase in EBIT in the first six months of 2015 compared to the corresponding period of 2014 was primarily due to an increase in sales volumes and a favorable change in product mix.

- Corporate

Corporate costs included in EBIT were $6.4 million and $12.2 million in the second quarter and first six months of 2015, respectively, compared to $5.3 million and $11.6 million in the corresponding periods of 2014. The increase in Corporate costs in the second quarter and first six months of 2015 compared to the corresponding periods of 2014 was mainly due to an increase in acquisition related costs.

INTEREST EXPENSE, NET

Interest expense was $0.2 million and $0.4 million in the second quarter and first six months of 2015, respectively, and $0.7 million and $1.3 million in the corresponding periods of 2014. The decrease in interest expense in the second quarter and first six months of 2015 compared to the corresponding periods of 2014 was mainly due to lower outstanding borrowings during the second quarter and first six months of 2015.

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 prior year period. 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 second quarter of 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.

The Company’s foreign subsidiaries had accumulated unremitted earnings of $35.3 million and cash of $29.3 million at March 31, 2015. No deferred taxes have been provided on the accumulated unremitted earnings because these funds are not needed to meet the liquidity requirements of the Company’s U.S. operations and it is the Company’s intention to reinvest these earnings indefinitely. In the event these foreign entities’ earnings were distributed, it is estimated that U.S. taxes, net of available foreign tax credits, of approximately $4.7 million would be due, which would correspondingly reduce the Company’s net earnings. No significant portion of the Company’s foreign subsidiaries’ earnings was taxed at a very low tax rate.

CAPITAL RESOURCES AND LIQUIDITY

The Company’s overall financial position and liquidity remains strong. Working capital (current assets less current liabilities) increased to $163.8 million at March 31, 2015 from $148.9 million at September 30, 2014. The $10.1 million decrease in accounts receivable at March 31, 2015 was mainly due to: a $5.2 million decrease within the USG segment and a $4.3 million decrease within the Test segment both due to increased cash collections during the first six months of 2015. The $13.3 million increase in inventories at March 31, 2015 was mainly due to: a $6.5 million increase within the Test segment due to the timing of projects; a $4.8 million increase within the Filtration segment primarily from inventory on hand resulting from requirements to receive first article inspection approvals as a result of the manufacturing location move from Palmdale, California to Valencia, California as well as to support future sales growth; and a $2.0 million increase within the USG segment due to timing of receipt of raw materials. Accounts payable decreased $12.6 million in the first six months of 2015 primarily due to: a $5.6 million decrease within the Test segment; a $2.6 million decrease within the USG segment; and a $2.5 million decrease within the Filtration segment, all due to timing of payments.

Net cash provided by operating activities from continuing operations was $16.9 million and $16.7 million for the first six months of 2015 and 2014, respectively.

Capital expenditures from continuing operations were $7.6 million and $5.8 million in the first six months of 2015 and 2014, respectively. The increase in the first six months of 2015 was mainly due to building improvements at Crissair as a result of the facility consolidation. In addition, the Company incurred expenditures for capitalized software from continuing operations of $3.0 million and $4.0 million in the first six months of 2015 and 2014, respectively.

During the first six months of 2015 and 2014, the Company made contributions of $0.6 million and $1.1 million, respectively, to its defined benefit plans.

Share Repurchases

During the first six months of 2015, the Company repurchased approximately 283,000 shares for $9.9 million. For further information on the share repurchases during the second quarter of 2015, see Part II, Item 2 of this Report.

Credit Facility

At March 31, 2015, the Company had approximately $365 million available to borrow under its bank credit facility, a $250 million increase option, and $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. Cash flow from operations and borrowings under the Company’s credit facility are expected to meet the Company’s capital requirements and operational needs for the foreseeable future. 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.

Acquisition

On January 28, 2015, the Company acquired the assets of ENOSERV LLC (ENOSERV), headquartered in Tulsa, Oklahoma, for $20.5 million in cash. The operating results for ENOSERV since the date of acquisition are included as part of Doble, within the Company’s USG segment.

Dividends

A dividend of $0.08 per share was paid on January 16, 2015 to stockholders of record as of January 2, 2015, totaling $2.1 million. Subsequent to March 31, 2015, the next quarterly dividend of $0.08 per share, or $2.1 million, was paid on April 16, 2015 to stockholders of record as of April 2, 2015.

OUTLOOK

Management’s expectations for 2015 remain consistent with the guidance presented in the November 13, 2014 press release, with the exception being a change to the effective tax rate now expected to be 34%. On a quarterly basis, Management continues to expect 2015 revenues and EPS to reflect a profile similar to 2014, including EPS being more second-half weighted. Third quarter 2015 EPS is expected to be in the range of $0.38 to $0.42 per share. Management expects 2015 EPS in the range of $1.70 - $1.80 per share.

CRITICAL ACCOUNTING POLICIES

Management has evaluated the accounting policies used in the preparation of the Company’s financial statements and related notes and believes those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by Management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving Management judgments and estimates may be found in the Critical Accounting Policies section of Management’s Discussion and Analysis and in Note 1 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014.

OTHER MATTERS

Contingencies

As a normal incident of the business in which the Company is engaged, various claims, charges and litigation are asserted or commenced against the Company. Additionally, the Company is currently involved in various stages of investigation and remediation relating to environmental matters. In the opinion of Management, the aggregate costs involved in the resolution of these matters, and final judgments, if any, which might be rendered against the Company, are adequately reserved, are covered by insurance, or would not have a material adverse effect on the Company’s results from continuing operations, capital expenditures, or competitive position.

FORWARD LOOKING STATEMENTS

Statements contained in this Form 10-Q regarding future events and the Company’s future results that reflect or are based on current expectations, estimates, forecasts, projections or assumptions about the Company’s performance and the industries in which the Company operates are considered “forward-looking statements” within the meaning of the safe harbor provisions of the Federal securities laws. These include, but are not necessarily limited to, statements about: the amount and timing of future sales, revenues, cash flows, EBIT and EPS; the adequacy of the Company’s credit facility and the Company’s ability to increase it; the outcome of current litigation, arbitration, claims and charges; continued reinvestment of foreign earnings and U.S. income tax liabilities in the event that foreign earnings were distributed; future income tax liabilities and effective tax rate; changes in the amount of unrecognized tax benefits; the recognition and timing of costs related to share-based compensation arrangements; returns on retirement plan assets; estimates or projections made in connection with the Company’s accounting policies; market risks relating to the Company’s operations and its ability to hedge against them through the use of derivative financial instruments; and any other statements contained herein which are not strictly historical. Words such as expects, anticipates, targets, goals, projects, intends, plans, believes, estimates, variations of such words, and similar expressions are intended to identify such forward-looking statements.

Investors are cautioned that such statements are only predictions and speak only as of the date of this Form 10-Q, and the Company undertakes no duty to update them except as may be required by applicable laws or regulations. The Company’s actual results in the future may differ materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment, including but not limited to those described in Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and the following: the impacts of natural disasters on the Company’s operations and those of the Company’s customers and suppliers; the timing and content of future contract awards or customer orders; termination for convenience of customer contracts or orders; financial exposure in connection with Company guarantees of certain Aclara contracts; weakening of economic conditions in served markets; the success of the Company’s competitors; changes in customer demands or customer insolvencies; competition; intellectual property rights; technical difficulties; the availability of selected acquisitions; delivery delays or defaults by customers; performance issues with key customers, suppliers and subcontractors; material changes in the costs of certain raw materials; labor disputes; changes in laws and regulations including but not limited to changes in accounting standards and taxation requirements; costs relating to environmental matters; litigation uncertainty; and the Company’s successful execution of internal restructuring plans.

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. There has been no material change to the Company’s market risks since September 30, 2014. Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 for further discussion about market risk.

The Company carried out an evaluation, under the supervision and with the participation of Management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of that date. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ISSUER PURCHASES OF EQUITY SECURITIES *

*Exhibit 101 to this report consists of documents formatted in XBRL (Extensible Business Reporting Language). The financial information contained in the XBRL – related documents is “unaudited” or “unreviewed”.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.