Welcome to the Q4 2012 ESCO Technologies Earnings Conference Call. My name is Trish, and I will be your operator for today's call. [Operator Instructions] Please note that this conference is being recorded. I would now like to turn the call over to Kate Lowrey. You may begin.

Thank you. Statements made during this call regarding the timing, amounts and sources of fiscal 2013 and beyond expected results, including sales, orders, EBIT margin, EBIT, EPS, future growth, the cost, savings and margin improvement resulting from restructuring efforts and other statements which are not strictly historical are forward-looking statements within the meaning of the Safe Harbor provisions of the federal securities laws. These statements are based on current expectations and assumptions, and actual results 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 the risk factors referenced in the company's press release issued today, which will be included as an exhibit to the company's Form 8-K to be filed following this call, we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, during this call, the company may discuss some non-GAAP financial measures in describing the company's operating results. A reconciliation of these measures to their most comparable GAAP measures can be found in the press release issued today and found on the company's website at www.escotechnologies.com, under the link Investor Relations. Now I'd like to turn the call over to Vic.

Thanks, Kate. Our prepared remarks will be a bit shorter today than normal since we just spoke 30 days ago. But before I give my perspective on '13, I'll turn it over to Gary for a few financial highlights to wrap up '12.

Thanks, Vic. The clear highlight of fiscal '12, as well as the few weeks subsequent to fiscal yearend is the strength of our orders and the growth of our backlog. During '12, we entered $752 million of new business across the company resulting in a book-to-bill ratio of 109%. Our USG segment led the way with $380 million in orders and $62 million of backlog growth as of September 30. Our largest customer, SoCalGas, awarded Aclara $75 million in orders during fiscal '12 in preparation of their AMI rollout, which began on a small scale in October. Subsequent to fiscal yearend, SoCal awarded an additional $41 million in orders, bringing the contract to-date values to $135 million and over 1.5 million AMI devices and its related software and services. We reported GAAP EPS of $0.65 in the quarter compared to $0.57 in Q4 of the prior year. While Q4 did not come in where we had originally expected, we are still pleased to see a 14% increase in EPS over prior year. To wrap up the year, I'll provide a few brief overview comments on the segments. Filtration significantly outperformed expectations on both sales and EBIT throughout the year, and we expect this exceptional performance to continue in '13. EBIT increased 100 basis points to nearly 20%, while sales increased 16% or $27 million with all 4 operating units showing meaningful growth. Test sales were generally consistent with prior year and EBIT was significantly lower, for the reasons we've discussed previously. 2011 also included the most profitable Chamber product in Test history, which furthered the difficult comparisons with 2012. Test performance in '12 resulting from cost overruns has been addressed through improved processes, which will enhance project execution going forward, in addition to several significant cost initiatives being implemented to…

Okay. Since Gary covered '12 operating highlights, my commentary will focus on the outlook for '13 and beyond. I see a lot of positive things happen across the company as we begin '13, with the most significant being the much-anticipated October launch and the January ramp of the SoCal project. We've been working diligently for the past 1.5 years to make sure we're well-positioned to provide SoCal with all the necessary products, software and services to make their AMI project a success. Our partnership remain strong and all parties are focused on making this project the state-of-the-art AMI deployment worldwide. SoCal is not the only project that I'm excited about; I'm thinking about the future and our growth prospects. The strength of our orders and resulting backlog obviously bodes well for the short term and I'm also excited about the size and quality of new business opportunities. These potentially new AMI opportunities give me confidence in our projected growth over the next several years as a supplement to the SoCal contribution. Operationally, Filtration was a clear winner in '12 and I remain excited about '13's outlook in this area. We're expecting sales increase to nearly $20 million with corresponding margins consistent with those delivered in '12. VACCO is a big driver of this increase and is also our most profitable operating unit. Filtration's results and its outlook, again, validate my belief that our multisegment approach is the correct strategy to create long-term shareholder value. Doble is expected to grow its top line approximately 10%, with EBIT margins in the low 20s. Despite the European slowdown, we see real opportunities for Doble's international growth in South America, and Asia have readily adopted Doble's solutions. I'm most pleased with Doble's engineering diligence in getting a number of new products and software solutions…

[Operator Instructions] And our first question comes from Zach Larkin from Stephens.

First off, it looks as if the restructuring in the Test segment is moving along a little bit more quickly than anticipated. I wonder if that's an accurate assessment. And just any additional color on how well things are moving along on that front would be great.

Yes. It's right on track, maybe a little bit ahead of schedule but really good progress there. We have had a team in place for quite some time. We're going through the process you do, we typically do now in building ahead a little inventory so that as we make the transition and side [ph] down on one plant move to the others, there's always some disruption there so we want to make sure that we protect our sales levels and deliveries to the customers. But it's looking good. We're looking at some different alternatives on exiting that facility and how most economically to do that, but I think we've built the most conservative approach into our forecast. But I'd say so far so good. Those things, as we mentioned several times, are always tough, but I'd say the teamwork in that is getting good cooperation from everybody involved and I think we'll be able to get that completed by the end of the second quarter.

Great. And then also, obviously, TEPCO is a big focal point out there as we move into '13, but you've also talked about some other gas opportunities domestically. I wondered if you had any updates on when you think some potential awards or more public commentary might be coming out on any of the larger domestic awards?

Yes, I would think that it probably is going to be second half of the year before we get any big movement on those. Unfortunately, we've not made an assumption that those are going to have much if any impact in this year. So while we feel good about where we're positioned and how we're positioned with those, I think it'll be at least the second half of the year before any of those are announced. But that's the assumption we had in our forecast.

Our next question comes from Ben Schuman from Pacific Crest Securities.

Looking at the segment guidance for 2013, I get to more like 12% or 13% top line growth. Do you guys kind of view that as sort of in the approximately 10% range or is there some disconnect there?

I think, as we go across, Ben, I think, on the Filtration side, I'd put that in the 95% to 100% bucket. On the Test side, there's a little bit of risk like we had last year relative to some of these projects that can move up a little bit to the right, so I think we're taking a little bit more cautious approach in the back half of the year there. Doble, I think, is pretty locked and loaded. But again, with the book and ship timing of the small water projects in Aclara, I think, again, it's prudent to take a conservative approach so we don't get ourselves caught up in the timing issues we had last year. So I think, for us to get to a 12% kind of growth, you'd have to have everything happen on plan, and that's probably not the right way to think about it. So I think somewhere a little closer to 10% is the right way to think about it and that I think will keep the risk properly calibrated.

Okay. And then how sustainable do you guys think the strength in the COOP market is heading into 2013? And do you have a sense of how much of that is upgrades of existing AMR systems versus kind of greenfield deployments?

We've already projecting a lower volume as we talked about on the last call, and in 2013 versus 2012. We're looking more -- I mean, if you look at what we did in 2010, 2011, that's more of the level you're going to see in 2013. So we've already cut that back a little bit. As far as the second half of your question, we are looking for some additional new customers this year, I'd say, a level consistent of what we've seen in the last couple of years. But at the same time, the beauty of that business is we do have some upgrades of existing systems all new products, some replacement meters, things like that. So it's a mix. I'd say it's pretty consistent with what we've seen in the past, other than '12, which was kind of an outlier, in a good way, with COOP business.

Our next question comes from John Quealy from Cannacord Genuity.

So maybe just 2 or 3 questions. First, on the numbers, Gary, for expectations into Q1, I know you gave us that $0.10 number. Does that include or exclude any restructuring charges?

Yes, that would be an operational number that will add back from the GAAP number to a restructuring number. That would kind of give you a timing of the $3 million or $3.5 million or so we talked about. Obviously, as Vic alluded to, the exit to the facility is obviously the most expensive part of it because there's still a couple of years left in the lease. So for calibrating that on a quarter basis, it would be probably 1/3 of that in the first quarter and 2/3 in the second quarter upon exit of the facility. So $1 million and $2 million sequentially in the quarter. So the slightly less than 10% is the operational number taking GAAP and adding back roughly $1 million of restructuring charges.

Okay. And if I can ask you, in terms of front half revenues versus back half, if we focus on the front half of '13, roughly how would that compare with the front half of '12? Is that net number lower year-on-year when we do the half versus half?

No, it should be generally consistent. The first quarter is going to be lower just because when you look at what we have relative to the first quarter last year, fiscal '12 was really strong in COOPs. And it's a little bit lower in the first quarter this year and COOP is getting replaced a little bit with SoCal. But I'd say just the first quarter to first quarter will be a little bit down, kind of consistent with the relationship of earnings. And then as you get towards the second quarter, that's where you start to see the favorable comps, both in sales and EPS. Because that's where SoCal -- we're kind of calibrating it at this $55 million type thing and the ramp in Q1 is pretty small because that's where they're doing the small trial thing, if you will, and then it kicks up in the Q2. So I think if you'd head a little bit down in the first quarter and then reasonably up in the second quarter sales and earnings, I think you'll be okay directionally.

Okay. Great. And then, Vic, a follow-up for you. You talked about some new opportunities in cash, especially EMP, and things like that. Can you just step back a little bit and give us some market sizing or potential revenue accretion that you guys think about in the next couple of years for some of these new emerging markets for RF?

Yes. It's a hard one to answer right now because we don't know how quickly that's going to develop. And what we're really talking about here, the EMP has been around for a long time, people have been concerned about it more from a military perspective than a civilian perspective, but what people have come to realize is that you have these huge data centers that can essentially be rendered useless if, through these type of activities. And so what some large customers have started to look at that have these -- high value data centers is they need to shield those. And by shielding them, then they're able to protect the data. And so we've got a couple of opportunities that are very near term which just those 2 opportunities are $7 million to $8 million. And if you look at the number of large data centers around the country and around the world for that matter, particularly around the U.S., because that's where our big concern is today, I mean, that could be a very large market. But I hesitate to give you specific numbers now because it's in the early days, and we have to see how quickly it's going to deploy. But it could be a significant uptick to that business.

Okay. And just lastly, a question on the COOP market. I know there's been finalized sort of late stimulus funding for the rural area. It seems like it's just getting finalized now. Is that any tailwind or headwind for you folks, you think you'll benefit at all from that or I know it's not a ton of money but it seems to be pretty targeted?

Sure. Yes, we'll know better after that really gets finalized. But obviously, any additional money goes into COOPs, I think we're well-positioned to take advantage of.

Our next question comes from Sean Hannan from Needham & Company.

So just a follow-up on some of the comments around Doble, in a similar vein, you had kind of given some color, Gary, around how we think about Aclara as it moves through the year, considering that Doble, we have some increased SG&A, particularly to fuel some of those new products and then, I think, also to capitalize on some of those growth opportunities. Just trying to understand how will the puts and takes transpire for that business through the course of the year? And I have a follow-up around Doble after that.

Okay. From a revenue perspective, Sean, it's relatively flat. So if you put a quarterly deviation off there of $1 million or $2 million each quarter, it's generally flat because the mix looks really good this year, again, with a little bit more heavily weighted towards service than hardware. So we should have a run rate there, kind of in the ballpark at $30 million a quarter, again, give or take $1 million or $1.5 million around that. And then as the margin kind of moves around that, what I think you'll see in Q1 when we put out the numbers there, you'll see kind of what the investment level is. And again, I'm not trying to say this was like 2 years ago when it was $10 million, that's not the calibration on this thing. But it's probably worth 1 point or 1.5 points relative to last year's kind of revenue. And I think what you're going to see on that is as we launch these products, there's, we've said publicly, 7 or 8 new products and 50 or 60 new software releases. Obviously, it's time to get people out in the field and push those products a little harder than our current distribution networks. So I think if you just ramped up the G&A a little bit compared to last year's quarterly profile, I think it'll be okay. But from revenue, keep it generally flat per quarter.

Okay. That's helpful. And then secondarily, when you talked about -- there's a lot that is hoped for, for 2013 on the service front and it's just the general growth that we'll see within that business, can you help separate for us how much of that is really coming from continued penetration within the new markets versus the continued launch around your new products and software?

Sean, if you think about the service piece of the business and, again, we kind of -- I want to be clear about how we're talking about it. But we always say close to half of the businesses, these lease contracts we have. And so some people consider that service that really where we're seeing the growth because we're already so heavily penetrated in that market with 95% market share base. So where we're seeing some additional growth now is in these kind of one-off services where we go to customers and perform special types of tests and services for them, analysis. And so that's where we're really seeing the growth. So I'd say that most of the growth that we're seeing there are really with new customers and in new markets. So that's kind of an over and above new set of opportunities for us.

Okay. So we're talking about, from a kind of service and leasing standpoint, that's -- there's really -- there's not necessarily huge differentiation in terms of what's incremental domestically versus the new market but both will contribute?

I think the incremental piece, Sean, is what Vic was referring to. When you have an existing customer who might be on a lease contract, say, just $250,000, $300,000 a year, they'll have these one-off special projects where you're go in and maybe do some forensic work on an asset that's failed in the field or things like that. And that's what Vic was alluding to on the domestic side. That's where the growth is going there from what I'd call these one-off projects that are more geared towards a specific application. And then the more significant magnitude of the growth comes from new markets, meaning, international and some of these new products like the arms product where we're going into substations and doing monitoring there or the dissolved gas analyzer, things like that, which are truly new products but they're going into existing markets, we're going to customers who already have but that new product offering will increase our footprint within that specific customer.

Our next question comes from Richard Eastman from Robert W. Baird.

Gary, could you just give us -- how did the COOPs do in terms of revenue for the quarter?

Bear with me for a second.

And then I'm just going to ask the same question on SoCalGas, just kind of the fourth quarter?

Okay. All right. Relative to the quarter on COOPs, one thing we do here, Rick, is generate a lot of paper, so bear with me for a second. All right. I apologize for that. So in Q4, on COOPs, we did about $25 million, $26 million. And what was the second part, I'm sorry, SoCalGas?

SoCalGas must have been, from your step up comments on revenue, must have been -- was it $8 million or something or?

Yes, $8.5 million.

Okay. So we have that. So that kind of explains that when you talk about a $40 million of the $50 million increase for next year at Aclara, that's the delta. If you did roughly $10 million this year, $40 million of the $50 million step up comes from SoCalGas, so we're still expecting to build $50 million to $55 million on SoCalGas next year?

Yes, right.

Okay. And then can I just ask the -- in terms of CFE, the Phase III portion of that project, that has -- you pulled that out of the plan, I presume?

I think we've got a small amount in the last half of the year.

Okay. But is that just pushed out into the right, the Phase III there?

Right. We still think they're going to move forward with some additional product but we're not assuming it's going to happen in the first half of the year.

Okay. And then just, I guess, a question I have, when we talk about the, say, $50 million step up at Aclara, year-over-year, we get $40 million or so out of SoCalGas, how do we replace or what's in the plan to replace the falloff on the COOP business, which I might be off some here but that's probably about $30 million?

Yes, a good bit of that is additional water projects and then a small amount of additional gas projects as well.

Okay. So -- and that's kind of maybe book and ship at this point or we don't have orders yet, right?

That's correct.

Okay. And then, Vic, is there any rebuild opportunity for Doble in the Northeast on the power infrastructure side, post Sandy?

Yes, I think once things settle down, there may well be, I mean, obviously, those utilities are kind of fully engaged right now. But I know we have reached out to the major utilities to let them know that we have personnel available to do that. But right now, I think they're really, really concentrated on getting back up and running. So if they do anything, I'd probably -- it will probably be December, January timeframe before we're able to do something there.

Our next question comes from Nick Prendergast from BB&T Capital.

Just regarding your 2013 EPS quarterly progression, we always knew that SoCalGas was going to be back-end loaded. But I'm looking at this $0.10 Q1 guide. Is maybe SoCalGas maybe more back-end loaded than you originally believed or is this following the pattern you guys always expected all along?

This is what we expected because the plan has always been they were going to do what they call a 10-K, which is the launch of the first 10,000 end points started in October. So they were going to start there and then do the major ramp up in the second quarter. So we're not surprised by this at all. I mean, that's really the biggest issue if you look at the $0.10 per quarter and I'm sure that caught some people off guard. But I mean, the reality is it's a very low sales quarter for us, and we've got full SG&A for SoCal in there with relatively low level of sales to support that. So what you'll see in the second quarter is a significant increase in sales and obviously, a significant increase in EBIT as well.

Okay. And then just on your share repurchase authorization, how much do you have remaining on that?

We have another $85 million remaining.

[Operator Instructions] And our next question comes from Craig Irwin from Wedbush Securities.

Most of the questions I have, have been asked and maybe asked again already, but the key question left that I don't think anyone's really touched on is 2014, you did just give us formal guidance for '13 but as we look out to 2014, SoCal has given some pretty good color around what to expect for your fiscal year, my calculation has 1.32 million AMI units installed. Obviously, you're going to have some software and services, not so many collectors in there. And as we look at Doble and the significant efforts that you're putting in place to diversify the product mix and maybe grow that internationally, it looks like Doble could see some revenue acceleration, maybe some international growth contributing there. Can you frame out for us a little bit about how we should see the overall business momentum in the different segments build up over the course of '13 and whether or not this is likely to continue in '14?

Yes, let me -- I can give you a general answer on that. Obviously, we're not ready to give guidance for '14 just yet. But I mean, if you think about the overall business, Craig, I think you hit on a couple of major things. I mean, SoCal is currently projecting to have a higher level of deployment in '14 than they did in '13. So if you just kind of assume the underlying business is going to remain solid and we're going to get a natural pick up from that, if we're able to land some of these projects in '13 that we see out there, they'll have some impact on '13 but a larger impact in '14. Doble, as you mentioned, we should see some growth there. And then the other business with Filtration and Test are not as fast growing business but we will gain an advantage of having a full-year savings from the restructuring that we're doing at Test. So we should have, from the EBIT perspective, some incremental growth there. And then I think we'll continue to run a very successful Filtration business so we'll continue to add to that. So we should have a year, as we said here today, in '14, that should look better than '13. And then if we're able to get some acquisitions done, that would add to that as well.

Okay. And then maybe you want to give a little more color on what you're prioritizing for acquisitions on the USG side?

Well, we've got several areas that we look but certainly, having more product to put on the grid to make the grid more functional, smarter. I think it would be good for us. We're always looking for additional technologies to bring to bear to do that. Don't want to give any specifics about that just because those are the things that we'd like to have rather than some of our competitors have but that they are generally things that we would be able to augment what we already have.

Our next question comes from Richard Eastman from Robert W. Baird.

Just a follow-up. Gary, did you imply $8.5 million was the revenue number for SoCalGas in the quarter or for the full year?

No, in the quarter. It's about $13.5 million for the year. A little higher than your $10 million.

Okay. And then just a quick question on the order flow out of SoCalGas, I'm a little bit confused, why do they keep issuing orders here? If we're looking for -- we must have a backlog there, it's something in the neighborhood of $75 million or so, is that a 12-month ship cycle?

One thing, Rick. I mean, a lot of the orders upfront were for software and so a lot of that was paid for upfront. And then also we have this, basically a service support contract, which was around $40 million that's in that backlog as well, which delivers over the life of the project. So there's a good piece of it that is either upfront or delivers over the life of the project and so a lot of what's going on in these more recent buys are the endpoint of deployment -- or the endpoint purchases. But again, you have to understand that we want to make sure that we understand exactly when they need. Why? Because we have to get it through a very complex logistical cycle, not only to build it but then to get it to their warehouse, to get it to their distributors, to get it to their warehouses so they can be staged. So we're happy that they're doing a little bit more upfront because it gives us a lot more time to plan and ensure that we'll be able to make the deliveries that we do.

And we have no further questions in queue at this time.

Okay. Well, thanks, everybody for their attention. We'll talk to you next quarter.

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.