Ladies and gentlemen, thank you for standing by. Welcome to the Actuant Corporation Quarter Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded Wednesday, March 20, 2013. It is now my pleasure to turn the conference over to Karen Bauer, Communications and Investor Relations leader. Please go ahead, Ms. Bauer.

Good morning, and welcome to Actuant's Second Quarter Fiscal 2013 Earnings Conference Call. On the call with me today are Bob Arzbaecher, Actuant's Chief Executive Officer; Mark Goldstein, Chief Operating Officer; and Andy Lampereur, Chief Financial Officer. Our earnings release and the slide presentation supplementing today's call are available in the Investors section of Actuant's website. Before we start, let me offer the following cautionary note. During this call, we will be making forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Investors are cautioned that forward-looking statements are inherently uncertain and that there are a number of factors that could cause actual results to differ materially from these statements. These factors are outlined in our SEC filings. [Operator Instructions] And with that, I'll turn the call over to Bob.

Thank you, Karen, and thanks to all of you for participating in our second quarter earnings call. We were satisfied with our results, which came in at the high end of our guidance range. Back on December's earnings call, we said we expected the second quarter would look a lot like the first quarter, and that's what happened. Core sales were down 6% compared to 7% in the first quarter, and margins and earnings declined year-over-year as expected. While consolidated results were in line with expectations, there were some puts and takes between and within the segments that we'll provide more color on today. Certain parts of Electrical and Engineered Solutions segments came in better than we anticipated, while others were negatively impacted by customer inventory destocking and program launch delays. Industrial's 1% core sales growth was in line with our expectations. The Energy segment saw moderating results sequentially, largely due to a robust 27% core sales growth comparable from a year ago. We feel we've arrived at an inflection point in the fiscal year with the first half down on a year-over-year basis in sales and profits, but the second half expected to grow. We'll expand on this later in the call. Andy will go through the details of the second quarter, then Mark and I will come back and cover a few other topics, including guidance. Andy?

Thank you, Bob, and good morning, everyone. I'll provide some additional color on our financial results we reported this morning. Summarizing the results at a high level, we generated second quarter sales of $370 million, which were down 2% from the prior year due primarily to lower shipments in the Engineered Solutions and Electrical segments. Our operating profit margins declined in the second quarter, which is our seasonally weakest of the year. Half of the decline was due to an acquisition earn-out accrual reversal in the prior year and the balance due to lower current year volume. Our diluted earnings per share was $0.38 a share, which was 12% below the prior year due to lower sales and margins, which were partially offset by lower tax rate and financing costs. Now we'll dig in and provide a little bit more color on results, starting first at the sales line. Our second quarter sales were down 2% on a year-over-year basis, reflecting a 6% core decline and the 4% benefit from last year's 3 acquisitions. Currency did not have a meaningful impact on the second quarter on a year-over-year comparison. The 6% core sales decline compares to last quarter's 7% year-over-year decline. This was driven by headwinds in the Engineered Solutions and Electrical segments, but both of these segments reported less worse declines than in the first quarter. We took this as a sign that we are moving off the bottom. Sales in the other 2 segments weakened sequentially on a year-over-year basis. I'll provide more color on sales by each of the segments in a few minutes. Geographically, it feels like demand in our industrial-oriented end markets is holding up best in the Americas, although the OEM customer inventory correction seems like it'll be a headwind at some accounts in…

Thank you, Andy. I wanted to spend a few minutes this morning explaining the segment leadership changes that we announced in January. While there were a number of reasons for the organizational changes, the punch line is that the change is focused on accelerating growth, both organic and acquisitions, in these 2 segments. Brian Kobylinski had done a great job growing the combined Industrial and Energy segments over the past 5 years through both organic growth and acquisitions. Their larger combined size, breadth and scale necessitated that we appoint dedicated leaders for each segment in order to provide more emphasis on each in the future. This will enable both segments to focus on accelerating their individual growth strategies. Brian continues to run the Industrial segment, and we hired Sheri Roberts, who comes with a strong energy industry experience at Tyco and Shell, to run the Energy segment. In addition to this increased focus and attention on our 2 most profitable segments, we also assigned responsibility for our Actuant-wide China business to Brian. His extensive past experience in M&A, along with his global perspective, will allow us to fast-track our growth plan in this important region where, frankly, we feel we have plateaued. I'm excited to have Sheri on board and expect many of you will get to meet her at our fall Investor Day, if not before. I wanted to provide a brief update on our growth and innovation efforts at Actuant. Despite cost pressures in this low GDP growth environment, we remain focused on investing in organic growth initiatives. The year-to-date growth in SA&E spending at Actuant reflects this. One of the things we've learned with growth and innovation is that new products and technology take longer to show up in our revenues with OEM customers versus distributors. And…

Thanks, Mark. The other area of growth that continues to get attention in Actuant is acquisitions. It's been a busy quarter -- we've had a busy quarter within our acquisition funnel and have had a number of opportunities under consideration. Some are later in the due diligence phase, while others earlier in the acquisition process. We passed on some ideas that were in the funnel the last time we talked and added others for consideration. Most of our activity has been in the Energy segment. As Andy mentioned, we have a strong balance sheet to fund such deals. That doesn't mean they will all make the finish line, but we are feeling good about our process and progress and the idea of funnel overall. Finally, as Mark described, the additional segment resources in Energy and Industrial and also in China will give us additional horsepower in the M&A area as well. As I mentioned in my introductory remarks this morning, we believe that we are at an inflection point with our financial results. We expect to see sales and earnings growth in the back half of the year, but the slope of the improvement is modestly lower than our view last quarter. This is largely due to weak economic conditions in Europe, mixed signals out of China, some OEM destocking in North America and some currency headwinds. As you can see on this slide, we expect roughly 10% to 20% earnings growth in the second half of the year compared to a 7% decline in the first half. Why are we comfortable with this rebound? First, we are up against easier comparisons in the second half of the year. We will see margin benefit from the first half volume -- sorry, an increase from the first half's volume, as well…

[Operator Instructions] Our first question comes from the line of Allison Poliniak with Wells Fargo.

Can you guys talk -- and in fact, there is obviously a lot of uncertainty out there. But at this point, are there any areas of your businesses that have been, I guess, depressed that you're starting to see the light at the end of the tunnel, that people becoming more optimistic as we move forward?

Yes, I don't think it's a big change from last quarter. But what I would tell you is I think the canary in the coal mine for us has always been kind of European truck. That seems to be the market that led us into the '08 recession and also led us into this one. And if you peel out North America and look at truck in Europe, we've had strong, less worse numbers. We're down to what, single digits?

High single digits.

High single digits down, and that's from much higher numbers over the last 3 or 4 quarters. So that, we hope, is one of the areas that will be a little bit better. Obviously, as we've said in our prepared remarks, Energy, a little bit weaker, mostly Cortland related, mostly pushout or kind of pushed to the second half related. So I don't see a lot of other changes from what we said 90 days ago.

Okay. And then just going back to Energy with the pushouts. I mean, are we assuming these pushout or delays are into your fiscal Q3 or Q4? Or are they beyond that at this point?

3 and 4.

Our next question comes from the line of Charlie Brady with BMO.

This is Andrew Dunmo [ph] for Charlie Brady. I was wondering if you might be able to break out the core growth of the traditional Enerpac business and the Integrated Solutions business.

I think Enerpac was -- the IT business was down a couple of percent, 2%, 3%, and the IS business was probably up 10% or so.

Yes, double digits.

Yes.

Double Digits.

Low double digits.

Yes.

Okay. And also, in the Cortland, how much was the Cortland business down in -- I guess what are you guys doing in the defense segment?

Defense...

Defense industry end market.

Yes, let me handle that. And Andy, you can give the -- what you want to give in the numbers. We typically don't give business unit numbers, but Andy will granulize it for you. The 2 big products that we do in defense, we do a tether that is done for balloons that do reconnaissance.

Aerostat.

And it -- so that Aerostat. And it -- so that is a tether that actually moves helium up the balloon and actually holds the balloon in place. The second piece is we do an umbilical that is used in submarines for...

Torpedoes.

For torpedoes. And those are the kind of the 2 major products within the Cortland portfolio.

In terms of Cortland, what it was down, pretty similar to last quarter, it was down high single digits relative to Hydratight, which this quarter was up low single digits.

Okay. And in the agriculture market, in the Engineered Solutions segment, I think you guys mentioned it was flat. Are you guys seeing -- do you expect that to kind of improve throughout the year? Or -- and what's kind of like the cause of its kind of moderation?

Yes, a couple of things there. One, we do expect it. There is some seasonality in that business, as you would expect as you plant crops. It's predominantly North American focus with some piece in Europe. But basically, the North American crop and the use of equipment creates an aftermarket that we see. So we will expect to see growth in the back half just as you get into the spring planting season. As for what's caused the decline, it's a combination of factors. The drought in the South last year certainly affected hay silage and the utilization of our shaft, that they weren't -- they just were not baling and harvesting as much grain and hay as they did the prior year due to the drought. So the normal, recurring revenue that we get associated with usage was just a little bit lighter. The other thing is OEM backlogs. So again, we don't sell a lot to the big 3. We sell more to the short line guys. But OEMs in general have been very careful with the inventory, as we've talked at length on and that affected. But even with all that, kind of a bad quarter for us and agriculture is flat. So we felt pretty good about that, yes.

The other comment I would make on ag is the first 6 months after we owned Weasler, they did have a past due backlog that was worked down, and we saw it's kind of -- the balance of that flow through in the second quarter of last year, so we've got a very good balance right now. So that won't be a headwind as we move forward.

Our next question comes from the line of Ann Duignan with JPMorgan. Ann P. Duignan - JP Morgan Chase & Co, Research Division: Can you talk a little bit more about the inventory destocking around the world and in the different sectors? Were you hearing from your OEM customers that we're close to the bottom? And where do you think it's going to drift? I think you said some of them, you expect, would drift into the next quarter. If you could just address that, it'd be great.

Yes, so the thing that is a little hard for us to be real definitive on that is, for example, we sell to Caterpillar in Peoria, and where that equipment goes, we don't really know. So the same is true with Volvo. The same is true with a number of our bigger OEMs. So I'm going to comment on where we sell, and that's really the data that we have because that's where we deliver. And how that then turns into a global thing, you'll have to try to do from their communication. Basically, what we've seen is that Europe -- and it's pretty broad based, meaning it's almost all the OEMs -- started earlier in their destocking programs, summer to fall of last year. And by the end of February, they were pretty much behind it. What we have seen is the U.S. guys, who didn't start quite as early, started more in the November, December time frame, and we talked about in the first quarter have continued in the second. And we have some examples of North American people who are even continuing past that. Caterpillar, for example, was out with some communication recently, talking about they're not quite where they want to be, and they're going to go a little bit later. We've seen a number of other accounts also that way. China, our major exposure in China with OEMs is CNHTC. That's a -- in addition to what they're doing with their demand, they have a dual supplier role, and they're always moderating our volume either up and down depending what kind of quality they're getting from the other side. And right now, we've been a little bit down, but I would say in the next 6 months it feels like it's going to be probably on the positive side of the ledger there. So that's how I'd answer that, Ann. Ann P. Duignan - JP Morgan Chase & Co, Research Division: Yes, good. That's great color, I must say. I know you get limited lead times from your OEM customers, but they do have a tendency to change their demands flows when they need to. So good to get that insight.

Yes. Ann P. Duignan - JP Morgan Chase & Co, Research Division: Could you just talk a little bit also about European automotive? What are you seeing there? Germany has been a great exporter of luxury vehicles to China. You probably benefited somewhat from that. Can you just talk about what are you hearing on the automotive side, particularly within the Eurozone and then exports to China? And I'll leave it at that.

Yes. Because really, for newer investors, almost our entire -- in fact, our entire volume relates to convertible top actuation. That's really the piece of auto that we have. And while it goes on a lot of luxury convertibles, the emerging markets tend not to be big buyers of convertibles. Whether it's pollution, whether it's security, they just have not had strong demand in either India, China for convertibles. So we haven't seen that top that maybe you're talking about that you've heard from some of the German OEMs. But convertible, in a lot of ways, is a third car. It tends to be a discretionary purchase. 60% of our convertibles are consumed in Europe. That's where they're made and consumed. And it's been a weak market for us. We have not seen the kind of less worse kind of numbers that we've seen in truck in auto. So we are getting to a point where we're up against some very easy comps, but I wouldn't say we've seen the turn. Anything you want to add to that, Andy?

Yes, 2 items. First off, when you think about our customer base, Ann, I mean, the Peugeot, Renault, VW, those are big customers for us in auto. So while Mercedes certainly is a customer, there's a lot of everyday type middle-class-type cars in there. The second piece that we've seen in the last 2 or 3 months is some of the auto companies, similar to the 2008, 2009 time frame, appear to be stretching out their models a little bit. Instead of having 5- or 6-year cycles there, we've had a couple of them say "We're going to run this model one year longer and delay the rollout of the new one." We had one customer in each of the last 2 months announce that on a platform. So we certainly get the revenue off of the old one.

Off the old one, but...

But usually, when they do introduce a new platform, we tend to get a little bit of a fashion spike, if you will, on the new ones. So that -- that's something that we're up against as well.

Our next question comes from the line of Ajay Kejriwal with FBR. Ajay Kejriwal - FBR Capital Markets & Co., Research Division: So maybe on Energy. Any color on the services delay that you mentioned on Hydratight? We heard some comments last week from Team, I know, from different customers. But any thoughts there whether this is one-off? Is it more an industry-type activity, dynamic that you're seeing? And then the reserve earn-out sounds like couple million dollars in Energy. Maybe just update us what that is. And what should we expect in the second half?

Yes. Obviously, we saw the Team release last week also. They were blaming Canada and some international markets, said U.S. was pretty strong. For us, it was almost the reverse. We felt a little weaker in the U.S. than we did internationally. So -- but kind of similar trends where things were getting just pushed to the right. We had one very large nuclear customer that was a power gen where we literally were -- we got too far out in front of other contractors, other people who were involved in the turnaround. And they said, "Hey, you guys are just too far ahead. Take them off." I wouldn't normally comment on that, but it was a big job. We had 20 or 30 technicians involved in that. That's an unusual situation. So that revenue will come. It's just other people are going to catch up and it gets caught. So that's how I would comment on it. It feels like a time where people are pushing a little bit to the right and haven't seen anything that gives us concern over a 12-month cycle. This has always been our lumpy segment. The second quarter is always a little lumpier than most because of the North Sea stuff, as Andy talked about. We had all of that kind of factor into this quarter where we dipped to minus 1 on the core.

With regard to the other part of your question about the adjustment, just as a reminder, what we had in the second quarter of last year, we had roughly a $2 million, $2.5 million pickup related to reducing an earn-out reserve for one of our prior deals. So that was a onetime item that we called out last year. It was a pickup. Therefore, income was higher last year. Margins were higher as a result. So those are the comps we're against. If you peel that out of last year, our margins and our profit in the second quarter was up year-over-year. Ajay Kejriwal - FBR Capital Markets & Co., Research Division: Got it, that's helpful. And then on acquisitions, Bob, you mentioned the Energy segment looks like you have a decent pipeline there. Any color on the size, type of deals that you are more looking at adjacencies? Obviously, Energy is a big end market, lots of opportunities. Just any thoughts and color around what you're looking at.

Yes. So the majority of the things in the funnel and things that are there are closer to 10 than -- in terms of number of deals. I would say the majority of them are in the $50 million to $75 million tuck-in range. That's the kind of the typical stuff we look at. There is one transaction that's $250 million to $300 million, kind of half tuck-in, half platform. And so that would be how I'd guide it. So that would be the top one and then quite a few things in our normal $50 million to $75 million fairway.

[Operator Instructions] Our next question comes from the line of Matt McConnell with Citigroup.

Just to follow up on that question, it seems like there would be plenty of capacity to do buybacks in addition to M&A even though you do have a strong pipeline. So how do you feel about buybacks here? I was a little surprised it wasn't a meaningful capital use in the quarter.

I think we've been pretty consistent in our approach and discussion on buybacks. We are not out to buy a set number of shares in a given period. It's -- we have authorization in total for 7 million shares, and we've done a few million of those already. It's when we look at -- when we look out there and see dislocation in the stock, we're going to jump on top of it. We saw a little bit of that right at the end of the calendar year. That's when we bought the shares the last time around. So it's going to continue to be opportunistic. We are not out in the market every day where we have to get a set number of shares. So that is definitely the approach we have.

The other thing I would add to that comment, Matt, is the -- we also look -- and we're doing both, and I think we say we're going to do both, but we're also looking at the acquisitions and what's in the pipeline. So the fact you didn't see a lot there should give you and should collaborate my comment earlier that we're pretty active in the M&A funnel with things moving towards the finish line.

Right. And they're not -- it's tough to time them, so the [indiscernible] potential [indiscernible].

It's tough to time them, and I think we've been pretty clear if they don't happen and we're generating $200 million of free cash flow, that would change our -- kind of the way we look at the buyback a little bit.

Okay, great. And then switching back to Cortland real quick. I mean, bookings and quote activity were pretty strong in the first quarter and then I think strong again this quarter. So any other insight into what's driving the pushouts? I was a little surprised to see that organic revenue decline this quarter. And then really, what kind of supports visibility into your expectations for an improvement in the second half of the year for sales?

Well, for Cortland, it's an area we probably feel a little more comfortable just because of what's happened in the backlog for the second half. So I don't have a ton of color to give you. It is programs, largely umbilical related, that have been pushed to the right by a customer. A lot of times, they -- that umbilical volume, one part of a bigger system that they might be shipping, it's nothing that I can put my arms around and say that they're -- that I got any definitiveness. What I think my concern is the ones that we -- got pushed out of the first and second get shipped in the third. But what happens to the things that we had forecasted for the third? Do they get pushed to the fourth? So is this a kind of a gradual pushing of -- and you actually lose the period? I'm fairly confident that's not the case, but that's the thing that would give me some pause.

But when you look at Cortland, there are certain parts of the business that tend to be more project in nature. The -- Bob was correct when he said the umbilical, that's really been the strong point for the last 18 months to 2 years. Our backlog there is quite high, and we have a very busy production calendar for the second half of the year on that. The more lumpy part of the business tends to be the synthetic ropes, tends to be some of the lifting slings, some of the cyclone mooring areas with the Jeyco and Selantic type businesses. They have some big quotes out there for the back half of the year that should be decided shortly and is for delivery in the back half of the year. So that's the lumpiness we talked about that's out there. We pretty -- we're pretty comfortable with what's out there. Cortland was back-end loaded last year as well, so this is not a surprise. It's just a -- it's a lumpier business within a lumpier segment than overall Actuant.

Our next question comes from the line of Jeff Hammond with KeyBanc Capital Markets.

Just to kind of wrap up on kind of the whole inflection dynamic. If you can just focus on Industrial. And you lowered the organic growth number by 3 points. Is that simply timing of recovery or a more muted inflection? I mean, what's driving that change?

Well, it's -- I think it's fact based. It's -- this is a business that has orders and sales that are very close to each other. We don't have a lot of backlog. Most of our distributors will order and expect shipment within 48 hours, 3 or 4 days. That's the normal cycle. So it's not a backlog-driven thing like just we talked about at Cortland. And that's just what we're seeing, Jeff. It's a slower economy, and this is a quarter where we had the fiscal cliff in the middle and other things going on that I think were giving people pause. Distributors, our view is that distributors are ordering, and they're not in a crisis mode like they were in '08, '09. But they're not increasing their inventories -- at least we haven't seen it yet -- for the spring construction season and some of the other things. So I think we're just taking into account where it's at. And assuming, based on what we see in terms of orders and stuff, where we think the year's going to be for that. And you are correct, it's down a couple hundred basis points from our previous guidance.

Okay, very helpful. Just a clarification, can you give us what the 3Q tax rate is going to be?

It's definitely going to be lower than we -- than the quarter you just saw, and the fourth quarter will be higher. So it is very difficult under the current accounting rules and just the way cycles work to have nice, smooth tax rates. If you look back in history, the third quarter is by then the lumpiest of Actuant's. So we're going to be in the high teens in Q3 and will be higher -- and the highest rate of the year will be the fourth quarter by quite a bit.

Okay. And then just real quick, in the presentation, you have sales for 3Q of $420 million to $430 million, and I think you said in the release $410 million to $420 million. I just wanted to make sure they're correct.

Hopefully, we don't have a mistake there. Why don't we -- we'll come back to you, Jeff.

Okay.

$410 million to $420 million.

It's $410 million to $420 million, Jeff.

Sorry. The slide's wrong.

Our next question comes from the line of Jamie Sullivan with RBC Capital Markets.

This is Sid Brando [ph] standing in for Jamie Sullivan. My question was on the EPS guidance versus the EPS guidance last quarter. Are you assuming any incremental cost savings when you go from last quarter's EPS guidance to this quarter's EPS guidance?

From Q2 to Q3?

No, I meant for the full year when you go from the guidance that you gave last year versus the guidance -- last quarter versus the guidance that you're giving this quarter.

Well, we went from $2.20 to $2.30 last quarter. If you recollect on the call, we were basically saying we were expecting the low end. We didn't want to throw in the towel, but we were expecting the low end. We've now basically reaffirmed that low end but then put $0.05 on either end of it. So that's about a $0.05 change from the previous guidance that we had of $2.20 to $2.30. It's now $2.15 to $2.25. Is that what your question was?

Yes. And is there any further incremental cost savings that you were assuming in that -- in the guidance this time versus the guidance that you gave last time?

Nominal, nominal amount. I mean, we took out -- in Q2, we took out some -- reduced our headcount in solar. So we're picking up a little bit of savings from that. But, I mean, we're talking maybe $1 million or something. It's not significant.

Yes. I think we're pretty consistent in what we told you last quarter, $5 million to $6 million of restructuring for the year, somewhere around a one-year payback, but some of that coming later in the year. You're not going to see a lot this year. It really will be more of a '14 activity. Blend all that together, as Andy said, not that significant.

Okay. And could you just elaborate on sort of the growth trends in Enerpac, including China?

Yes. Just to reiterate what we've covered on the call, our strengths -- our strongest region was in the Americas. It was up single digits. Europe was definitely down, reflecting the economy, and I'm talking about the base Industrial IT business within Enerpac. Most of IS, the Integrated Solutions, is in Europe, and so we had growth in that area. China and India are weak with Enerpac right now. A mixed bag in Australia and the rest of Asia.

That's a big one.

You've got some pieces that are doing well. We certainly are feeling a slowdown with mining in certain regions, but we have new products that are somewhat muting that and we're taking some share. But the U.S. is definitely the strongest right now out of the geographic regions.

And there are no further questions at this time.

Well, great. Well, thanks for joining our call today, everyone. We'll be around all day to answer any follow-ups you have. Just a note that our third quarter earnings release and call will take place on June 19, so you can mark your calendar for that. And we've tentatively scheduled our Investor Day for October 7. Again, if you could block your calendar for that.

In New York City.

In New York City as kind of traditional. So have a great rest of your day. Thank you.

Ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.