Good day, ladies and gentlemen, and welcome to the Franklin Electric Third Quarter 2013 Earnings Conference Call. [Operator Instructions] As a reminder, today's conference call is being recorded. I would now like to introduce your host for today's conference, Mr. Jeff Frappier, Treasurer. Mr. Frappier, please begin.

Thank you, Janine, and welcome, everybody, to Franklin Electric's Third Quarter 2013 Earnings Conference Call. With me today are Scott Trumbull, our Chairman and CEO; John Haines, our CFO; Robert Stone, Senior Vice President and President of International Water Systems; and Gregg Sengstack, President and COO. On today's call, Scott will review our third quarter and year-to-date business results, and then John will review our third quarter and year-to-date financial results. When John is through, we will have some time for questions and answers. Before we begin, let me remind you that as we conduct this call, we will be making any forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties, many of which could cause actual results to differ materially from such forward-looking statements. A discussion of these factors may be found in the company's annual report on Form 10-K and in today's earnings release. Also, our press release and this call contain non-GAAP financial measures that include, but are not limited to, earnings after non-GAAP adjustments, fully diluted earnings per share after non-GAAP adjustments or adjusted EPS, operating income after non-GAAP adjustments and percent operating income to net sales after non-GAAP adjustments. The company believes that these measures help investors understand underlying trends in the company's business more easily. The differences between these measures and the most comparable GAAP measures are reconciled in the tables in our earnings release. All forward-looking statements made during this call are based on information currently available and, except as required by law, the company assumes no obligation to update any forward-looking statements. With that, I will now turn the call over to our Chairman and CEO. Scott?

Thanks, Jeff. We're pleased to report that our sales and earnings per share were the highest for any third quarter in the company's history. Our global sales of Pioneer branded mobile dewatering systems and Little Giant branded wastewater pumps increased by more than 25% during the quarter. In addition, we continue to achieve high single-digit organic sales growth for both Water and Fueling products in developing regions. This growth more than offset the decline in groundwater pump shipments. Recall that during the third quarter of 2012, drought conditions prevailed across much of North America, resulting in unusually strong demand for our groundwater pumping equipment. So on balance, Water Systems achieved 5% organic sales growth during the quarter after excluding the impact of foreign translation, which along with ongoing productivity improvements and expense controls, enabled us to increase our earnings per share after non-GAAP adjustments by 9% and increase our operating income margin after non-GAAP adjustments by 60 basis points to 14.8%. Our water sales in the U.S. and Canada represented 42% of our consolidated sales and grew by 5% compared to the third quarter prior year. As I mentioned, our sales of groundwater pumping equipment in North America declined during the quarter, but this decline was more than offset with rapidly growing demand for our mobile dewatering pumps and for our residential and light commercial wastewater pumps. We believe we'll continue to achieve solid sales gains for these product lines in North America through the fourth quarter. However, we are concerned that our groundwater pumping equipment distributors in North America may be entering the seasonally slow fourth quarter with somewhat higher-than-normal inventories. Our water sales in the Asia-Pacific region represented 5% of our consolidated sales and declined organically by 16% compared to the third quarter prior year. This decrease was…

Thank you, Scott. Our fully diluted earnings per share were $0.51 for the third quarter of 2013 versus $0.46 for the third quarter of 2012. As we note in the tables in the earnings release, the company adjusts the as reported GAAP operating income and earnings per share for items that we consider not operational in nature. We believe presenting these matters in this way gives our investors a more accurate picture of the actual operational performance of the company. Non-GAAP expenses for the third quarter of 2013 were $0.9 million and included $0.8 million in restructuring cost, of which $0.6 million related to relocation cost for the new Corporate Headquarters and Engineering Center in Fort Wayne, Indiana that the company occupied during the third quarter and $0.1 million in other legal and advisory cost related to potential acquisitions. These non-GAAP expenses were offset by an adjustment for $1.6 million due to the reversal of a reserve for legal claims held by Franklin Fueling Systems who received a favorable ruling on a lawsuit during the quarter. This adjustment was reflected in the selling, general and administrative expenses on the company's consolidated income statement. In total then, third quarter 2013 non-GAAP adjustments resulted in a decrease of operating income of $0.7 million and a decrease of EPS of about $0.01. There were no non-GAAP EPS adjustments in the third quarter of 2012. So after considering these non-GAAP items, third quarter 2013 adjusted EPS is $0.50, which is 9% higher than the $0.46 adjusted EPS the company reported in the third quarter of 2012. Overall, the 2013 third quarter revenue, gross profit, operating income, net income and earnings per share were records for any third quarter in the company's history. Water System sales were $197.9 million in the third quarter of 2013,…

[Operator Instructions] And the first question is from Matt Summerville of KeyBanc.

This is Joe on for Matt. How much were your ag-related sales down year-over-year in the quarter? And then what sort of decline does your fourth quarter guidance assume? And if you have it, what were they up last year just to give some context? I'm just trying to get an idea of the mix headwind that you're facing in the water business.

Our sales were down high-single, low-double digits in North America in irrigation, groundwater-related shipments in the third quarter. And last year, they were up by -- and I don't have the precise number on this at my side, but it was approximately 20%. It was a significant increase last year. Most of the -- the West, West of the Rockies continued to be pretty dry this year. And we had followed shipments West of the Rockies comparable to last year in that region. But if you look at our drought map, East of the Rockies went from being very dry last year to -- especially during much of the ag season, very wet, particularly in the Southeast. So our sales hit was pretty geographically confined to regions East of the Rockies and especially in the Southeast region of the United States. And on the other hand, for the same reason that our sales of groundwater pumps were down, our sales of wastewater pumps and dewatering pumps, as I mentioned, were up 25% during the quarter. So if -- there is -- it tends to be a little bit of a natural hedge. On the other hand, our margins are somewhat higher on groundwater pumping equipment than they are on wastewater and dewatering -- mobile dewatering pumps.

Okay. And then, given that commentary, Scott, is your concern around channel inventory more price-related to those Eastern distributors, as oppose to the distributors out West? And are you seeing more aggressive discounting activity due to that concern in the industry?

The first question, the answer is yes. We think that our inventories -- we don't have hard data on distributor inventory levels, although our salespeople are in our distributors all the time. So it's all based on subjective observations. But we would say that our inventory with our distributors West of the Rockies are, we believe, generally in line with anticipated sales levels. And our inventories with distributors, particularly in the Southeast are probably heavy.

Okay. And then, how are they positioned in terms of their annual sales incentive targets this year compared to last year? Is that -- I mean, how could that impact selling? Is that -- could that be a driver to drive sales later in the year? Or are they -- is that a non...

No. Given the nature of our business, with 80% of our sales being -- at least 80% of our sales generally being emergency replacements, which are highly unpredictable in nature. We don't sell from a backlog. We sell from distributor inventory. It's difficult to predict our sales in any quarter. The fourth quarter is always the most difficult to predict because just for that reason, all of our -- in North America, all of our distributors have sales levels with a discount structure that the more they buy, the larger the year-end discount. And each year, the distributors at the end of the year make a decision about what level they want to achieve that year. And it's very difficult for us to look at even distributor by distributor and make that decision for them. So there is a, I think, a possibility that some distributors will reach for higher sales. And that could impact our sales in the fourth quarter. In addition, we have our North American price increase announced in December, which is also likely to influence sales patterns as a lot of people buy ahead of these price increases. So how those 2 impact us could conceivably cause our sales forecast to be conservative. But on the other hand, we'd probably could take those into consideration with the outlook that we've provided.

Okay. And then if I could just get one in on fueling. How big is the headwind from that India tender business? Can you give order magnitude, kind of what the volume headwind is going to be there? And if I'm not mistaken, was that lower margin business than typical -- so I mean, does that offset sort of the volume headwind that you get a margin uplift on mix?

It does tend to be lower margin business, and it will be $0.5 million to $1 million a quarter.

The next question is from David Rose of Wedbush Securities.

This is actually James [ph] on for David. One question I have is, can you actually provide more color on what kind of cost-saving initiatives or expense control you guys mentioned that you plan to implement? And what kind of improvements can we expect from that?

Okay, well you -- and during the quarter, our fixed cost as a percent -- just to kind of step aside -- we look at our cost buckets in really in 2 buckets. One, our costs that drive our contribution margin, variable costs, which we influence by in-plant productivity, lean and purchasing initiatives and pricing. And then the other bucket is we just put, all other costs are basically fixed. And our fixed costs, we can -- which includes SG&A spending and plant fixed costs, we feel we can just manage those by deciding what they're going to be in a quarter or in a year. And it just takes management will to -- and judgment because they influence future growth rates. But during the quarter, you'll note that our SG&A spending as a percentage of sales declined. And really, what drove most of our margin improvement during the quarter. So we got -- we always maintain pretty tight controls on fixed spending, and we have purchasing initiatives each year that represent a percentage of our total purchases globally. And they're pretty much on track for this year. And we have lean and continuous improvement initiatives in all of our plants, which are also on track for the year.

Okay, thank you. And one more. I know you guys used to provide sort of year-over-year growth for the Cerus acquisition. Can you tell us what the contribution was from that?

Yes. Our Cerus acquisition -- first of all, of course, we acquired it in late in the third quarter last year. So up to now, the year-over-year growth has been on our income statement. It's difficult to say because it's all acquisition growth. Starting in the fourth quarter, we're expecting, I mean, Cerus will be apples-to-apples, and we're expecting growth in the fourth quarter of 25% to 30% over prior year, with most of the growth coming in the pump distribution channel, which is the channel -- which is the reason we acquired them. Although we are getting good growth in the HVAC distribution channel as well with that business.

When you look at them, James [ph], on a pro forma basis so we can compare the entire third quarter of this year to the entire third quarter of 2012, Cerus' sales are up about 20%. If you look at it on a pro forma year-to-date through the end of the third quarter, year-over-year their sales are up about 24%. So we're pleased with that acquisition. It's contributing to the top and bottom line. And as Scott said, we'll lap that in the fourth quarter.

I would now like to turn the conference back to Mr. Scott Trumbull, Chairman and CEO, for any further remarks.

Well, that will conclude our conference call. Thank you for your interest in our company.