Good day, ladies and gentleman, and welcome to the second quarter 2010 Federal Signal earnings conference call. My name is Jasmine and I'll be your operator for today. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. (Operator instructions) As a reminder, this conference is being recorded for replay purposes. I would now like to turn the conference over to your host for today, to Mr. Bill Barker, senior vice president and CFO.

Thank you. Good morning, and welcome to Federal Signal's second quarter 2010 conference call. I'm Bill Barker, Federal Signal's chief financial officer. Joining me in the call today is Bill Osborne, our president and chief executive officer. We'll be using some slides in the presentation. The slides can be found by going to our Web site, clicking on the Q2 Investor call icon, and selecting the webcast. We will also post the slide presentation to our Web site after the call. Before we get to the business review, I would like to remind you that some of our comments made today may contain forward-looking statements that are subject to the Safe Harbor language found in today's news release and in Federal Signal's filings with the Securities and Exchange Commission. These documents are available on our Web site, www.federalsignal.com. We will file our Form 10-Q shortly. And now, I'll turn the call over to Bill Osborne.

Thank you, Bill. There's a lot to discuss regarding the second quarter of Federal Signal. We continue to see strong order growth across most of our businesses, but we also felt the impact of the European debt crisis. We improved our gross margin versus last year on flat revenues and are well-positioned for further gross margin improvement in the second half of the year. We created a new operating group, Federal Signal Technologies or FSTech for short. We also completed an equity offering. And we took a charge for restructuring actions that will enhance our future profitability. Let me start with our Q2 orders. As we reported in our earnings release earlier today, total company orders increased by 23% versus last year, with orders for our existing businesses, those which we have owned for at least one year, up by 16%. In particular, we are encouraged by the continued strength in our industrial and FSTech markets. We achieved order growth rates in excess of 20% in several of our key businesses, PIPS ALPR cameras, Federal APD parking, our industrial safety and security business, the Guzzler industrial vacuum trucks, and Vactor Sewer Cleaner businesses. We also achieved 17% of our growth in our JetStream water blaster business. These businesses combined a comp for roughly 40% of total company revenue. However, our European-focused businesses were impacted by the debt crisis and its impact on European municipal and government budgets. As an example, second quarter orders for our Bronto Skylift business were 37% below the order rate in Q1 and were down 6% versus last year. And this is after being up more than 50% in the first quarter. More specifically, Bronto's average monthly order rate in Q1 was about $10.5 million. But in June, monthly orders were only $4 million. Some early…

Thanks, Bill. I'll give a fairly brief review of our financial results for the quarter, which are included in today's press release. Looking at our P&L for the quarter, orders were $187 million, which is up 23% versus last year, as Bill mentioned. Sales of $199 million were flat to last year. Our gross margin was 27%, up about a point from last year, due to a combination of cost reductions and an improved product mix. Operating expenses, excluding restructuring charges, were $44 million. And we incurred $1 million of acquisition and integration costs in the quarter. Operating income, excluding restructuring charges, was about flat to last year. Reported EPS from continuing operations, which included the $3.7 million restructuring charge Bill referred to, was $0.02 for the quarter. Adjusted EPS, as Bill described, was $0.06 for the quarter. The EPS comparison versus last year is impacted by the higher number of outstanding shares as a result of the equity offering we completed in May. On slide four, we show the results by segment for the quarter. For purposes of comparability, we have excluded restructuring charges on this slide. A reconciliation of the numbers are shown on this slide, and as reported with restructuring charges, can be found in our press release. The segment shown reflects our new operating group structure. And prior years have been restated for the transfer of the PIPS and Federal APD parking businesses from SSG to FSTech. Our Safety and Security Group, or SSG, generated $7.6 million of operating income in the quarter, resulting in a 13.3% operating margin. SSG's operating margin improved 1.5 points from last year, driven primarily by lower overhead costs. Q2 orders and revenue for SSG were flat to last year. Bronto, our fire rescue business, had a slight decline in orders…

Thanks, Bill. As a reminder, our strategy at Federal Signal consists of two key components, continuously improving our margins and cost structure and driving growth through our public safety and technology platforms. Our improving gross margins and our restructuring actions to reduce future costs speak to our continued focus on our cost structure. While we spend a lot of time externally discussing our new FSTech group, we spend a significant amount of time and effort internally on cost reduction initiatives and margin improvement actions. As I said earlier, we expect to build on our Q2 gross margin gains as we move through the second half of 2010 and see the benefits of our product cost reduction initiatives. Now, turning to FSTech, we've been talking about the concept of FSTech group for quite some time. And now, it has become a reality. We have assembled a powerful combination of leading technologies, with applications on electronic toll collection, electronic vehicle registration, parking, asset tracking, and supply chain management. Some of our recent contract wins highlight the potential for this group. FSTech won the contract to supply Sirit RFID tags and readers and PIPS ALPR cameras to support the National Electronic Vehicle Registration Program in Thailand. Similar programs are scheduled to be rolled out in Brazil, Mexico, and other countries around the world. FSTech also won a contract with the US Department of Defense to support their warehouse management system with RFID tag, indicating the potential opportunities for FSTech beyond the intelligent transportation markets that we usually discuss. In the second quarter, FSTech generated $27 million in sales, which equates to an annual one [ph] rate of $110 million. Our expectation is to increase FSTech's revenue in the second half of the year to an annual one run rate of $120 million to…

(Operator instructions) Your first question comes from the line of Ned Borlad with Hudson Securities. You may proceed. Ned Borlad – Hudson Securities: Hi. Good morning, guys. Just if we could stick with FSTech here, first, if we could get into some housekeeping on the deferred retention payments, can you help us think about those that you mentioned that affected margins?

Yes, Ned. It's Bill B. When we acquired Diamond, part of the acquisition agreement, instead of being an upfront purchase price, was about $3 million of deferred payment to the owners of the company as a retention incentive for them to stay with the company for two years. That's about $1.6 million deferred expense that hits the business in 2010 and 2011. It will go away after that that point. Ned Borlad – Hudson Securities: Okay. And then, I guess now that I (inaudible) looked at the profitability of FSTech that's out of the core safety business, I'm wondering if you could provide your thinking about the profitability for both segments now that they're broken apart. And I think that the core safety segment, as both businesses were lumped together, we were thinking it was 10% to 15% operating margin business. But can you help us think about what normalized profitability would be in those businesses?

Well, if you take a look at SSG in the quarter, they achieved operating margins I think of about 13% on what is historically, I would call, less than average revenues. So I think that you can – you can clearly see that SSG is in the range of a 12% to 15% operating margin business. FSTech is still in its infancy, and so some of the costs in the quarter are related to formulating the group, for example, relocating executives into a central location. We're launching an initial sales training activity to train our people to cross-sell. So some of those costs don't reflect the FSTech's long term margin potential, so we see those margins expanding into 2011. Right now, I would – I'd suggest that you should be looking at FSTech with its long term profitability in that 10% to 15% operating margin range. Ned Borland – Hudson Securities: Okay. So long term, you see the profitability of these businesses being equal to what you get out of the safety or perhaps a little better.

Our plan is for them to be a little better than what we see in safety. Ned Borland – Hudson Securities: Okay. And then over to Bronto, you have an exclusivity arrangement that expires here in the states shortly. I'm just wondering what that can do to offset some of the pain you're seeing in Europe.

Well, our plan is to grow Bronto in the US. And Bronto is in a position now of seeking a US distribution partner. And until we get that deal signed, I'd like to reserve my comments on Bronto's prospects of the US. Ned Borland – Hudson Securities: Okay. Fair enough. And then finally, I guess the orders from ESG, another strong quarter particularly in the US, can you reconcile why those orders remain so healthy, whereas the orders for safety in the US are starting to feel this thing of slowing state and municipal budget spending.

Ned, it'd still be – part of it, again, is the comparison point last year with the challenging economy. ESG took a much bigger hit than SSG did, so we're seeing more of a bounce back in the Vactor business, in particular. The JetStream business is seeing big growth. I think that's more of a growth business for us, both domestically and internationally. But the comparison to last year, last year Q2 was a low point for ESG in our order patterns. We're overlapping some pretty weak numbers from last year. Ned Borland – Hudson Securities: Okay. Thank you.

Your next question comes from the line of Charlie Brady with BMO Capital. Please proceed. Charlie Brady – BMO Capital: Thanks. Good morning.

Hi, Charlie. Charlie Brady – BMO Capital: Bill and Bill, to reference to your commentary on your 2011 guidance, and I realize that we're a long way from that being completed. But the fact of the matter is you guys did put guidance out there. And the deal was – not withstanding, it certainly seems as though that guidance should to be lower than even the deal-adjusted range today. I'm just wondering. Can you provide any commentary? What were the growth – the growth outlook for Bronto that was embedded in some of that previous guidance and maybe that's not going to happen now? How much of swing factor was that on the guidance?

Charlie, it's Bill B. I'll take a first crack at it, and let Bill go with it. There're two things to consider. We had projected about a 5% growth rate for next year for Bronto. But the other thing is the 2010 basis comes down quite a bit, as Bill referred to the order rate in the first quarter on an average monthly basis, of about $10.5 million that was formulated in June. And because of the length of the order-to-revenue cycle at Bronto, pretty much, what we get in the third quarter will determine what the 2010 revenue is going to be. So we're expecting flat – a revised flat for next year, but it's coming up a lower base because of the hidden orders we took in the second quarter. Charlie Brady – BMO Capital: Okay. That's helpful. I mean, as we go into July, have you seen – granted July in Europe is slowing, so it's not a really fair comparison I suppose, but has there been any rebound, if I could use that word?

Well, there's been an improvement out there, June low. As I said, we only got about $4 million in orders in June. July is closing out. It looks like it had about $8 million, which is about flat to last year, but still not in line with our earlier expectations. So I think given that – those numbers and the uncertain outlook for public sector spending, we're being very cautious in our Bronto model for next year. And as Ned mentioned, we are taking other actions to try to offset the weakness that we see in Europe. We're entering into new markets. We'll have more say about that later in the year. We just took a major restructuring action that we think will yield about $5 million of ongoing cost savings on an annualized basis. And we're ramping up our efforts to reduce design costs in our safety and security group. So we're reacting very aggressively to this situation. And as I've said, the European situation is uncertain, but our goal is to control our own destiny by taking control of our costs. Charlie Brady – BMO Capital: Great. Thanks. I'll hop back in the queue.

Your next question comes from the line of Walt Liptak with Barrington Research. Please proceed. Walt Liptak – Barrington Research: Hi. Thanks. It's Barrington Research. Good morning, guys.

Good morning. Walt Liptak – Barrington Research: I'm a little bit less familiar with the guidance that you guys put out there for 2010 and 2011. And during your commentary, you rang through it pretty quick. I wonder if you could just review what the full year EPS guidance is in the back half of the year.

Sure. It's Bill B. What we've put out there previously, before the impact equity offering, was $0.38 to $0.43 for 2010. The equity offering was about $0.05 dilutive. So you adjusted that down, that gets you about $0.33 to $0.38. We are now forecasting $0.18 to $0.23 for the second half of the year that would get you to a range of about $0.21 to $0.25, I believe. And that's with the restructuring in there. So without the restructuring, it takes it up a little bit. For 2011, we had originally said $0.70 to $0.80 before the impact of the equity offering. That's about $0.12 diluted to next year. So LLP (inaudible) adjusted forecast to be about $0.58 to $0.68. Walt Liptak – Barrington Research: Okay. And Bill's commentary was you're sticking with the $0.58 to $0.68 at this point.

No. We're not in a position to confirm 2011 at this point. What I mentioned, Walt, is that we'll update you on that later in the year. But as of today, we're not in the position to confirm 2011. Walt Liptak – Barrington Research: Okay, got it. And I wonder if we can switch gears back to the FSG – FST segment and just help us understand the average size of the deals that you're getting in the year-to-date orders up 26%. What's the average size of an order?

Well, it varies business by business. So for example, the Thailand deal was on average, for both Sirit and for PIPS, it's on the order of about $3 million to $4 million a year. Both deals are – both deals have an aggregate sum of about somewhere between $10 million and $12milion. And they stretch out over a rollout period of about three years. So those are the size of the deals that we're going after in emerging markets on things like vehicle registration. For national tolling contracts or state tolling contracts, the size of those deals is bigger. We'll be in a better position to go after those deals when we complete our integrated lane solution. And that's part of the integration process. We're working on an integrated product for state and national tolling applications. And we expect to have that product rolled out by year-end.

It's Bill B. I'd just add to that. It's a question that we get a lot. And it's very hard to answer because we are forbidding on things like national programs in countries where we also have contract renewals for the parking contract at a small regional airport, or VESystems just some back office software for a particular highway or port security. So it is extremely a wide range thing. Walt Liptak – Barrington Research: Okay. And you probably get this one a lot, too. Your FST is in an emerging market, right, because of the new technology and interest in congestion – traffic congestion, and more efficient tolling registration. What's the market opportunity that you are looking at for this business? If you're doing $110 million, $120 million now, what's your potential?

Well, we've stated on many occasions that the global IPS market is in the range of $3 billion to $4 billion and growing somewhere between 10% and 15%. We expect to keep up or if not exceed the growth rate of the industry. And so, my assumption is that a pretty solid $125 million, $135 million revenue base that you should expect to see a strong double-digit growth over the next several years. Those are our base assumptions for the business. Walt Liptak – Barrington Research: Right. And those are – if you look at the profitability, the valuations on EBITDA that you pay were very high. So you had to rationalize the deal on the potential going out.

Well, yes. And the potential is like I said. We're working on integrated lane solutions for the tolling industry. Those would be – that'll be a new product that we will be able to roll out by the end of next – by the end of this year. That solution is a product that none of these individual companies would have had the ability to offer before they were brought together. So we're basing our long term growth prospects on going after on much larger orders than the individual companies would have been able to obtain on a stand-alone basis. Walt Liptak – Barrington Research: Okay.

So that's the rationale for the aggressive growth assumptions. Walt Liptak – Barrington Research: Okay. And that's fine. But we're coming off of a base of a 5.5% EBITDA margin. And there's a big difference between that and getting to a 10% to 15% EBIT margin.

Some of those costs, though, in the quarter, Walt, are associated with the initial formation of the group. Like I said, we're going through a very large cross-training effort within the sales activity. We've had to relocate executives there, some costs in there – in the quarter that we don't believe will be long term recurring costs.

But this was brought up in an earlier question that the retention payment thing that Diamonds owners, $1.6 million a year. That's also a relatively near term impact to the market, at least in 2011. Walt Liptak – Barrington Research: Okay. Well, can you help us with the 2011 EBITDA margin that this FST could get to?

Yes, our target is to certainly get it into double digits. We're 5.5% now. We expect to see an improvement over that by the end of the year. So we certainly expect to be into double digits for next year. Walt Liptak – Barrington Research: In 2011, we should see double digits.

Yes, sir. Walt Liptak – Barrington Research: Okay. All right. Thank you.

Yes.

(Operator instructions) Your next question comes from the line of Steve Barger with KeyBanc Capital Markets. Please proceed. Steve Barger – KeyBanc Capital Markets: Hi. Good morning, guys.

Hi, Steve. Steve Barger – KeyBanc Capital Markets: Can you tell us about some of the sizes – some of the projects you might be recording on FSTech right now, the stuff that you might have in the pipeline coming up and maybe the potential timing of some of those orders dropping?

Let me take that. The sales pipeline, basically, indicates a lot of significant projects I think in the range of $10 million to $15million. A number of those key tolling projects will likely be awarded in 2011. Steve Barger – KeyBanc Capital Markets: When you say a number of significant projects, you're talking two or three, or six or eight, or how many – I mean, how rich is the near term environment?

In orders of that – in orders of that magnitude we have at least a dozen products – a dozen projects in the pipeline. Steve Barger – KeyBanc Capital Markets: A dozen. And from a timing standpoint, do you expect that those dozen projects could be awarded in a year?

They'll likely be awarded over the next 18 months. Steve Barger – KeyBanc Capital Markets: So $120 million to $180 million of potential transportation projects in the next 18 months.

Well, those are the large projects. There're clearly other smaller projects in the pipelines as well. You asked about some of the larger projects. Steve Barger – KeyBanc Capital Markets: Yes. It's a fair point. So that suggests that at the hind of the range, there's more than a $180 million dollars of projects that you can see in a year-and-a-half.

That we are actively bidding on.

Steve, just to be clear, those projects would be multi-year installations in most of them, so you're not going to get all the revenue in year one. Steve Barger – KeyBanc Capital Markets: Yes, I understand. I'm just trying to – I mean we talked about $3 billion to $4 billion in market opportunity. But I'm trying to narrow that down to what's really visible in the near term because that's what's going to allow you to get to that double-digit EBTDA margin, right?

That and some of the synergies that we're already working on. Steve Barger – KeyBanc Capital Markets: And I think, if I heard right in the prepared comments, Bill Osborne, you had said that not only are you focusing on IPS, but there were other opportunities outside of transportation, anything beyond the IPS segment that you're looking at right now?

Well, I mentioned the supply contract that we got with the US Department of Defense. And obviously, we're working on other initiatives, including a retail initiative that we have in Europe. Sirit has about 500 readers deployed through metro stores in Europe. That's the largest retail opportunity. We also expect that the country of Brazil has announced the launch of a program called Brazil ID. And that program is designed to launch RFID tagging on all retail goods transported through Brazil. Sirit is well-positioned on that one. And I think you heard just recently, there was a front-page article in the Wall Street Journal. And Wal-Mart has announced the plan to RFID tag apparel in its stores. Those kinds of opportunities speak to where FS Technologies can grow outside of the IPS business. And we plan to pursue those opportunities, most appropriately through some high-level partnership with potential distributors and technology partners in the retail space. Steve Barger – KeyBanc Capital Markets: Are those discussions already underway?

They are. Steve Barger – KeyBanc Capital Markets: And if you think about a Wal-Mart-type opportunity or the Brazilian deal, how big potentially is Federal Signal's market opportunities relative to those projects?

Well, I don't want to quote numbers on Wal-Mart or Brazil ID. Those are things that we're not in a position to verify the size of that opportunity. What we can tell you is it's huge. But our plan is to pursue those opportunities through partnerships with high-level distributors and technology partners that will interface directly with Wal-Mart and the Brazilian government. Steve Barger – KeyBanc Capital Markets: Right. And if the current run rate is a $110 million and you exited the year at $120 million in FSTech, and you're talking about projects out there at the high end of what you're talking about over 18 months, $200 million, just on the IPS side, and then a 15% growth rate, as long as you're effective at monetizing this stuff, is pretty conservative.

Well, we think it's a reasonable target to achieve. And from our standpoint, we think we've got great technology. We've got a number of activities going on around the world, quoting new business, for example, in South Africa. We're preparing a wrap up an effort to quote in India. We do think it's achievable. Steve Barger – KeyBanc Capital Markets: And I know this is hard to quantify, but let's say you got a couple of those big projects and you were to exit FY'11 at $180 million versus a $120 million, so a nice sizeable run rate increase. Where will you – give us an idea of where you think operating margin in that segment could be at that time.

Well, I think for that revenue base, you're talking operating margins, clearly, above the 15% range. Steve Barger – KeyBanc Capital Markets: Perfect, so okay. Thanks. I'll get back in line.

Your next question comes from the line of Charlie Brady with BMO Capital. Please proceed. Charlie Brady – BMO Capital: Okay. Thanks. I don't know if you mentioned this. Are there more restructuring charges that we should expect on a segment basis in second half of '10?

Not in the second half of the year, no. Charlie Brady – BMO Capital: Okay.

We don't have anything that we're currently working out. Charlie Brady – BMO Capital: Okay. And in terms of the orders, did you break out the currency impact, if any, on the orders?

The currency impact versus last year was about $2 million in the overlying, so there wasn't a big impact. Currency from Q2 of last year to Q2 of this year, there wasn't that much – all that much of a change. Charlie Brady – BMO Capital: Okay. Thank you.

At this time, there are no further questions. I will turn the call back to Mr. Bill Osborne for closing remarks.

Well, thank you for your questions. I want to re-emphasize that although we are not completely satisfied with our results in the second quarter that we are reacting aggressively. We are intensifying our efforts to eliminate ways to drive efficiency, ramp up new revenue opportunities around the world, and streamline our product offering. I will have more to say about 2011 later in the year. And I thank you for your participation.

Ladies and gentlemen, this concludes today's conference. Thank you for your participation. You may now disconnect. Have a great day.