Karen Bauer - Communications & Investor Relations Leader Mark E. Goldstein - Chief Executive Officer, President and Director Andrew G. Lampereur - Chief Financial Officer and Executive Vice President.

Jeffrey D. Hammond - KeyBanc Capital Markets Inc., Research Division Robert Wertheimer - Vertical Research Partners, LLC Ann P. Duignan - JP Morgan Chase & Co, Research Division Ajay Kejriwal - FBR Capital Markets & Co., Research Division R. Scott Graham - Jefferies LLC, Research Division Charles D. Brady - BMO Capital Markets U.S..

Ladies and gentlemen, thank you for standing by. And welcome to Actuant Corporation's Fourth Quarter Earnings Conference Call. [Operator Instructions] And as a reminder, this conference is being recorded Thursday, October 2, 2014. It is now my pleasure to turn the conference over to Karen Bauer, Communications & Investor Relations leader.

Please go ahead..

Good morning, and welcome to Actuant's Fourth Quarter Fiscal 2014 Earnings Conference Call. On the call with me today are Mark Goldstein, Actuant's Chief Executive Officer; and Andy Lampereur, Chief Financial Officer. Our earnings release and the slide presentation for today's call are now finally available in the Investor section of our website.

I apologize, we had some slides posted in error initially from an internal meeting, but the actual earnings slides are out there now. Before we start, a word of caution. During the 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 Mark..

Thank you, Karen, and thanks to you on the line for joining us on our fiscal 2014 year-end earnings call. As discussed in this morning's press release, we saw a continuation of uneven economic activity in the fourth quarter.

In light of this tepid demand, we continue to focus on self-help actions we can take to proactively drive long-term shareholder value. Our full year fiscal 2014 sales grew 9%, with core growth of 3%, which I believe reflects the general economic malaise and uncertainty, leading to varying results, depending on the end market.

For example, we saw continued good growth in Energy, agriculture and truck, yet there is still a definite lack of traction in others, like mining, defense and auto. Our full year earnings per share from continuing operations was up modestly this year, but below our plan.

There are a lot of contributing factors but, in a nutshell, we believe we took a number of actions that detracted from fiscal '14 margins but put us in an improved cost position to deliver higher earnings in the long run. We also took steps to simplify and streamline the portfolio by divesting a couple of nonstrategic businesses.

The resulting proceeds, along with another year of strong free cash flow, provided the capital we deployed for the Hayes acquisition and stock buybacks. During the quarter, we opportunistically repurchased about 3 million shares of Actuant's stock.

We bought back the remaining 1.8 million shares under our prior authorization since fiscal year end and, as such, the board authorized another 7 million share repurchase authorization yesterday. In summary, in this low-growth environment, we have been focusing on the aspects of the business we can control.

I will highlight these, in addition to providing an in-depth discussion of our guidance later on the call. With that overview, I'll turn the call over to Andy to go over the quarterly details..

Thank you, Mark, and good morning, everyone. Fourth quarter results for both fiscal '14 and '13 included some items that skewed comparability, and I'll start off today by covering them. We completed the sale of the RV business in June for $36 million, which resulted in a pretax gain of $13.5 million and related income tax expense of $10.7 million.

While these net to an approximate $3 million or $0.04 a share game, it distorted both our continuing business margins and tax rates in the quarter. Excluding this transaction, our fourth quarter operating profit margin was 13.6%, our effective tax rate was about 20% and our earnings per share was $0.47 a share.

Excluding both the $3 million or $0.04 a share restructuring charge and an offsetting RV gain not contemplated in our guidance, fourth quarter EPS was $0.51 a share.

When you compare fiscal '14's adjusted numbers to fiscal '13, remember that we also had a nonrecurring $10 million noncash tax gain, which drove a 2% effective tax rate in the fourth quarter of last year and added $0.14 a share to last year's EPS. Excluding this tax gain and this year's RV gain, EPS was modestly up year-over-year.

Turning now to Slide 5. I'll provide a few comments on sales. Our consolidated fourth quarter sales were up 8% year-over-year, with core sales down 1% in the quarter, currency adding 2% and net M&A, a 7% benefit.

Similar to last quarter, both the Engineered Solutions and Energy segments generated core growth, but a 36% decline in the quarter at Integrated Solutions drove both Industrial and Consolidated core sales into negative territory. I'll provide more color on sales by segment shortly.

Consolidated operating profit margins were down year-over-year, after removing the fourth quarter fiscal '14 RV gain, as you see here on Slide 6.

This decline reflected the continued headwind from both sales and acquisition mix, that we've discussed all year, as well as a $3 million additional restructuring provision in the quarter and lower sales and production volumes.

Dissecting this 250 basis point year-over-year decline, 90 basis points was due to restructuring charges; 50 basis points was due to unfavorable M&A mix; and 40 basis points was due to segment mix, with the remaining 70 basis points being all other factors.

With sales from our most profitable segment down on a core basis and sales from the other 2 segments up, we had unfavorable segment sales mix.

The unfavorable acquisition mix comes in the form of currently lower than Actuant average margins for both the Viking and Hayes acquisition, as well as a historically above-average RV margins, which are now gone with the divestiture. I'll turn now to segment level results, starting first with the Industrial segment on Slide 7.

The 2 words that you need to remember to understand Industrial segment results for the quarter are Integrated Solutions. We discussed last quarter the very tough comp we'd have in the fourth quarter with Integrated Solutions, which had a huge second half last year and the polar opposite this year.

IS sales were down over 35% year-over-year in the fourth quarter and amassed flat sales for the other 85% of the segment. The IS comps get noticeably friendlier, as we move forward into fiscal 2015.

Profit margins in the fourth quarter in the Industrial segment were up nicely this year, on account of favorable sales mix and an excellent job by the Industrial segment team managing costs. Geographically, excluding IS, sales in the Americas were flat. They were down modestly in Asia and up 10% in EMEA. Moving on to the Energy segment on Slide 8.

Overall segment sales results were very similar to last quarter's report. Sales increased 33% over last year as a result of 5% core growth, 5% benefit from foreign currency movements and 23% from the addition of the Viking. Both Cortland and Hydratight are included in the core sales calculation in the fourth quarter, while Viking is not.

However, all 3 of these businesses reported year-over-year sales growth in the quarter. Cortland wrapped up a solid growth year, up double digits, both in the quarter and year-to-date, benefiting from robust offshore demand for umbilicals and synthetic rope. Hydratight has seen strong momentum in North America and Asia Pac.

And as for Viking, it reported its best sales and earnings quarter since being acquired, with strength in Asia offsetting weakness in Norway. Profits in the Energy segment were down slightly from last year's very strong fourth quarter.

This was also evident in margins, which reflected unfavorable segment sales and acquisition mix, higher overhead incentive comp cost and some unfavorable inventory adjustments. Rounding out our segment discussions this morning, I'll finish up with Engineered Solutions on Slide 9.

Total segment sales were down 3% year-over-year on account of the sale of RV, but up 1% on a core basis. Weasler had its best quarter of the year as it reduced backlog, while shipments to global truck OEMs were also in positive territory for Power-Packer.

Off-highway markets, including construction equipment outside of North America, and defense remained weak. Engineered Solutions margins took a hit in the quarter due to the restructuring charges, the sale of the profitable RV business and lower production levels pretty much everywhere except Weasler, in an attempt to reduce segment inventory.

Now turning to cash flow and capitalization. We had a good cash flow quarter, with $71 million of free cash flow and receipts of $36 million from the RV divestiture. We used these funds to repurchase 3 million shares of stock for about $100 million during the quarter.

Our quarter end net debt was $281 million, and our net-debt-to-EBITDA leverage was 1.1x. Our capacity and availability remain in great shape, despite the fact that we deployed $284 million of cash during the fiscal year on 8.2 million shares of Actuant stock and about $35 million on acquisitions.

We'd have preferred to deploy all of these funds on acquisitions but, for a variety of reasons, the most important of which was valuation discipline, we instead returned the majority of it to shareholders in the form of buybacks.

Including the $71 million from the fourth quarter, we ended the year with $165 million of free cash flow, as you can see here on Slide 11.

While this was a reduction from last year, as a result of the Electrical divestiture, we did generate free cash flow conversion and net income of over 120% for all of fiscal 2014, which is our 14th consecutive year above 100% conversion.

Including expectations for a strong free cash flow year again in fiscal '15 to augment our strong balance sheet and borrowing availability, Actuant has tremendous flexibility and capital to create shareholder value.

Good accretive acquisitions that strengthen our existing businesses and portfolio are clearly our top priority, but we won't hesitate to continue to opportunistically buy back shares. That's it for my financial review this morning. I'll turn the call back to Mark..

currency, restructuring savings, core sales, tax and divestiture gains and others. We felt that a detailed walk through the bridge would help you better understand our expectations for the new year. At the guidance midpoint, we are anticipating a strong year for Actuant. 4% core growth, 9% operating profit growth and 17% earning per share growth.

Not to be lost in the details, future capital deployment and acquisitions and share repurchases should be additive to this double-digit EPS growth. That wraps up our prepared remarks. So let's open up the phone lines for Q&A..

[Operator Instructions] And our first question is from the line of Jeff Hammond with Keybanc Capital Markets..

Okay, just some clarification on the restructuring savings. Can you talk about what you thought those savings would be in the quarter versus what you had? Because I thought you were building some in.

And then, if you could just talk about within this kind of 40% incremental margin, how much your restructuring savings is and I guess, if you back that out, what the implied incremental is?.

Yes, I think if you look at the guidance -- so the second question first, if you look at our guidance for next year, what you're seeing in that last column is roughly $60 million of revenue, roughly 45% incrementals on those.

Typically, we'd expect 30, 30-ish, 30, low 30s percent conversion on that, which would leave you, right, $8 million or $9 million, $8 million, $9 million, $10 million of other stuff in there. And that would be a combination of the savings from this past year. Mix would be in there.

There would be a headwind in there from unfavorable currency on transactions, on product that we're bringing out of Asia to Europe. With a weaker euro, you would see restructuring savings in there. You'd see lower restructuring provisions on a year-over-year basis.

So about 30% incremental would be kind of a norm, and the balance would be the sum of all the rest..

Okay.

And then, can we just talk about any visibility for improvement in the North Sea with Viking? And then, separately, just any signs of improvement in Integrated Solutions in the quoting or activity pipeline?.

Sure, Jeff. Actually, I was up at Viking last week and gotten over to -- from them, and I think that we're going to see some of the same trends that we've seen the past quarter or so there. I think we've -- we continue to see very strong growth on Australia, especially with Gorgon and with Wheatstone. Those continue to build.

From the North Sea and, again, our primary customer there was Statoil, they've taken a couple of rigs out of -- they're hot stacking them. So they've taken them out of commission, at the moment. And so we'll continue to try to drive some increased market share in that area.

But I think from an overall market standpoint, you're still going to see a shift of capital. So it's not going to be growing as quickly as it had historically in the North Sea area.

On the Integrated Solutions piece of it, I think our -- if you look at our funnel, the funnel continues to be very, very strong, but the time it takes to convert these larger jobs is just taking longer and longer. There's more of a pushout on the decision-making here. As a result, what the team has done is really to focus more on standard products.

So it's the sync lifts and gantries and some of the other standard product. And that's why you see the margins increasing in Integrated Solutions, but the volume will continue to be a challenge for us, as we move forward..

Just to comment, the gantries and sync lifts, the revenues there were up 10% to 20% a year, yet consolidated for IS, they were down 25% for the year. So was just pointing to that -- those project volume, how much that was off this past year. And it's similar to what we've been talking about all year long. It is not for lack of quoting.

People just have a very wait-and-see attitude. They want to keep a quote fresh, but they just are not pulling the trigger. We are not losing share here..

And our next question is from the line of Rob Wertheimer with Vertical Research Partners..

Just 2 quick questions on end markets. In ag, I mean, there's a bit of doom and gloom out there, especially in North America and some slowing, really, volumes elsewhere. I think you used the words slower growth.

I'm just curious if you're able to comment on what is in the guide? If you're seeing any steep production cutbacks now and, actually, maybe with some tighter implements, you're not going to feel the whole fall in the market. I'm just curious about what you've got baked in there..

Yes, when you break it apart by geographic region, we clearly are seeing a lot of softness in Europe right now. The market down in Brazil is not too hot, yet, we are taking some -- getting some wins with some of our new seeder product line in there. What we probably saw change in the quarter was order intake on -- in North America.

Our revenues were -- it was the best quarter of the year from a revenue standpoint, yet the orders, our backlog, did move down our order pace. Incoming orders moderated a bit in North America. So we're expecting the growth next year to be less than this year. We do expect to be positive.

What we are watching here very much is the mix between aftermarket and OEM, because OEM was growing very robustly and we're optimistic that we're going to see aftermarket kick in as well. So still growth in North America, which is our biggest market for ag, but less so than this past year..

I think the only thing I'd add there, Rob, is that we're anniversary-ing the first -- as we get into the fourth quarter of '14 and first quarter of '15, we're anniversary-ing the ag seeder and, as you know, we had a very strong revenue stream from that and we're going to be -- obviously, it'll be a difficult to comp, as we go into the year as well..

Okay. And then, just one other one on European truck. There's been a little bit of noise in some of the OEMs either cutting forecast or emphasizing the low end or just talking about negativity, but it's not clear that the market's really getting a lot worse versus not improving. And I know you've got the comp issue, with the prebuild or whatever.

What is your -- I mean, I guess you said it for next year, but what is your sense? I mean, do you think that there's actual underlying production cuts degradation? Or is it more just things haven't ramped, as some of the OEMs expected?.

Yes, I think the way I'd comment on that is certainly last year in the first quarter, we had a double-digit growth for Class 8 truck in Europe. And in talking to our folks over the last week, we have not seen any changes in our order file or any pushback at all right now, based on current information.

So we have not seen that degradation that you're hearing from some other folks, right, in our current run rate..

And our next question is from the line of Ann Duignan with JPMorgan..

Can you talk a little bit about pricing across your different businesses? Are you seeing any competitive pricing, just given how muted the end market demand is? Is anybody getting desperate out there to buy volumes in this environment? If you could just comment on that across the businesses, that would be great..

Yes, I'll -- let me comment on it. I'll start with Industrial. In Industrial, we still have good pricing power. As you know, with the Enerpac brand, we continue to have annual price increases to offset any costs that we may have. And so I think we've got good position there.

As I move into Energy, I think prices are holding well in many of our businesses. Probably the most competitive right now is North Sea, with Viking. That's where, I would say, we've got the most pricing pressure, just because of the -- some of the trends that we talked about a little bit earlier.

I think Cortland and Hydratight continue to -- obviously, there's competitive pressures everywhere, but not anything different than what we've seen in the past. Relative to Engineered Solutions, again, I think we've got -- we're not seeing a lot of change in that environment right now from a pricing standpoint..

Okay. And then, on Enerpac, can you give us a little bit more color by region? I mean, I think you noted that North America and China were weak, Europe was -- delivered growth that was kind of counterintuitive. If you could just give us some color on that, that would be great and I'll get back in line then..

Sure. So if we look at Industrial, let's start at the top, and Andy touched a little on this. Integrated Solutions was down about 35%. That's primarily in the European market. If you look at the Industrial tool business, and I'll go over it by region, in North America, it was soft.

We had talked about a gain in the last quarter of about 2%, and it was more flat this past quarter. And so we're not seeing that lift much, and we we're seeing the same in China. Europe had its strongest quarter of the year, with Industrial tool, with Enerpac and we grew double-digit, about 10% there.

So we -- again, it's still choppy, fairly inconsistent, but Europe was stronger, which was probably counterintuitive to what most of us are hearing..

And can you give us any color in terms of where you think the strength came from? Was it just pent-up demand in Europe? Was it any specific end market or country? Just a little bit more, so we can think about if that'll be true for others..

When we look at Europe, it's EMEA for us. I mean, it's picking up Europe, Middle East and Africa as well. Clearly, we have done pretty well on the Energy side, as we've taken share with the Enerpac brand. There, power gen as well has been a focal area.

I would say that mining and bolting, which are -- mining, in particular, which is not as -- certainly, it's not as big of a market in Europe for us, as it is in some of the other markets. That has been -- that's been a headwind for us. Not huge, but it's been a headwind. I think Europe's just been executing very well.

They have been for quite some time, and I believe there's some share gain there..

Yes, it's really across the board, I think, in Europe.

And the other point I'd make on that, Ann, is in the U.S., our national accounts, the larger national accounts that we have seem to be growing very positive mid single-digit growth and some of the smaller distributors, that are more specialty distributors have had some challenges in the marketplace. So we see that bifurcation occurring as well..

And our next question is from the line of Ajay Kejriwal with FBR Capital Markets..

So the share buyback authorization, obviously, a good announcement there, and you've been very aggressive with buybacks. I imagine the average price that you bought shares at was higher than where the stock is today.

So with this new authorization, just maybe conceptually help us think, given where the stock is, how would you be -- how should we be thinking about the base here in the next 6 to 9 months?.

I think what we'll give you is we'll continue to be opportunistic. Based on what the market price is, we reset the -- our target quarterly. We get a review of it quarterly, and we put in a buying plan this quarter on this stuff.

Obviously, if the market is serving up lemons, we'll make lemonade out of it, right? I mean, we will try to be a little bit more aggressive, when we see dips in it. And if it's stronger, which it was at the beginning of the year, we were buying back fewer shares. So that's about I think all you're going to get out of us..

Yes, I think the other comment I'd -- I guess, give you on that, Ajay, is we look at this longer term. So if -- in the short-term, there may be some delta between market and our average buy price, but we're looking at this longer term and we feel very good about what we've done thus far..

Good. And then organic growth, I'm looking at your guide for next year, the midpoint about 4% organic. I'm struggling a little bit here as to how that 4% number -- we saw negative 1% in the quarter and then when we think about the end markets, Industrial, x Industrial solutions, has been flattish.

Engineered Solutions, lots of puts and takes but net-net, does not look like that end markets are improving. So maybe just help us think about that 4% number..

All right, let me break it down by segment, just to give you a little color around that. So let's start with Energy. We're saying about 4% to 6%. The assumption there is that we've got current trends with our Hydratight business and our Cortland business. That's pretty much the run rate of where we've been.

And then, we've got some Viking growth year-over-year that's overlaid on top of that, and that gets us to that 4% to 6%, which is right down the middle of the fairway. On the Industrial side, we've got 3% to 5%. So a couple of elements here. One is you have easier IS comps.

Going into this year, we talked about the fact that we had some big major jobs that we're ending the end of last fiscal -- the end of fiscal '13, beginning of fiscal '14. And then, we've got sequential improvement in the Industrial tool side.

We've got new products coming out, some of the vertical market programs and so we feel that there's going to be that, as well as a slight lift in the overall market as you move forward. From an ES standpoint, we're about 2% to 4% there. So we're saying that there's a moderating ag in truck market. We talked about that earlier.

We know there's going to be -- probably the toughest comp in the year is the first quarter. And then we know we had some operational challenges, in the facilities in the second and third quarter, that we feel that we can -- that hurt us on the top line, that we can overcome going into fiscal '15.

So that frames out, at a high-level, Ajay, pretty much what our sense is on that guidance..

The other comment I would make is when you -- especially when you look at Engineered Solutions, and we talked about this uneven demand, we had businesses that were up 10%. We had markets that were down 20% to 30% this past year that are baked into the overall Engineered Solutions such as, like, off-highway, defense, that sort of stuff.

Those businesses started off double-digit negative in the first quarter of fiscal '14, and they got to low single digit negative or flat by the back half of the year. So it's largely very difficult comps from the prior year go away, and then we're essentially on the bottom moving up.

So it's some of that as well, as opposed to we think we've got a runaway market here..

Right..

That's helpful.

And maybe quickly, could you give us the share count end of the quarter, please?.

It'd be on the P&L there, I guess..

That's average for the quarter..

Yes, the average for the quarter. Let -- I'll dig it out. I'll dig it out. We'll take the next question, and I'll give it to you here..

And our last question at this time is from Scott Graham with Jefferies & Company..

Two questions for you, guys. The first is on the Industrial organic guidance of 3% to 5%.

Is it fair to say that you're thinking of both businesses in that same range? Or are you thinking that the tools business is higher or lower?.

I don't know..

I think they're going to both be within that range. I think we'll just have the IT on the low end and the IS on the higher end, due to the lower comps..

Right, right. Okay. Great. The second question is this. In the past, the company has always been really good at contingency planning. So there are some vagaries in your end markets, that has been alluded to in the last -- previous couple of questions.

So if things don't exactly work out to what you were thinking and instead of 3% to 5% organic, you end up doing 2%, are there contingencies, cost-wise, to allow you to still get into the guidance range?.

Yes. There's a couple, Scott. That's a great, great, great question there. Certainly, as part of our planning process, each one of the businesses look at contingency plans to deliver operating profit, if revenue falls off 5% or 10%.

And so they've got those plans that, I would say, are in various levels of completion, but we have as a sort of a top drawer planning piece. The other element is lagging spending and making sure that we really manage that piece of it, which I think we've got a good team in place to continue that.

And then, the third piece is our incentive comp, which gives people the incentive to make sure that they achieve the plan and manage it effectively, despite the fact that we may have some top line deltas..

Just a follow-up comment or follow-up answer here to Ajay's question regarding share count. At the end of August, we had roughly -- our average for the month of August itself was about 66.9 million shares. We bought back, since then, 1.8 million shares. So we're sitting just a hair north of 65 million shares actually outstanding.

And then, on top of that, you'd have about 1.5 million share -- common stock equivalents on top of that, so you'd be talking mid-66 -- 66 million, 67 million, right smack in the middle of that range at the end of the year..

For the diluted..

For the diluted, yes. That would be for the diluted..

Okay. We have a question from Charlie Brady with BMO Capital Markets..

Just a quick one on the -- you mentioned there was inventory adjustment in Energy.

Can you just talk about that, what that was exactly?.

Yes, I would say, it had to do with some jobs that we were quoting and working on within Cortland, where they had -- they overran, essentially, their estimates on the jobs.

There was -- a piece of it was that -- a piece of it was, I think, had a shrink at year end of $0.5 million or something in their plans, so it's kind of the combination of those 2..

Okay.

And just the final one here, on the restructuring, I don't know if I missed it, did you guys quantify kind of what the payback in terms of dollar relative to the spend was and what time frame you expected to get that back?.

We did -- we did not. I can give you a little bit of guidance, just on the incremental piece we took here in the fourth quarter. I mean, essentially, we booked a provision for severance that amounted to $3.1 million, $3.2 million in the fourth quarter that, clearly, there's no payback in fiscal '14.

That was a year end adjustment coming through, after we notified [indiscernible] council on it. About $0.5 million of that was in Enerpac, the other portion of that, the bigger portion related to Engineered Solutions. You will see a payback on that of roughly $1 million in savings.

In fiscal '15, it will be back-end-loaded after -- when the employees are moved out of that facility. And then, you'd see about $2 million incremental come in the following year. So it's about [indiscernible]..

Which, all of our restructures are at that kind of 24-month EBIT..

Okay. That was the last question we have. So now I'd like to turn it back to Ms. Karen Bauer..

Great. Well, thanks, everyone, for joining our call today. We'll be around all day to answer any follow-up questions you have. Just a reminder, we're holding our Annual Investor Day this upcoming Tuesday in New York. If you have not registered and would still like to attend, please give me a call or email me today, please.

And our first quarter call, for your planning purposes, is going to be held on December 18. Have a great day..

Thanks..

Ladies and gentlemen, this concludes the conference call for today. We thank you for your participation and ask that you please disconnect your line..