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EnPro Industries, Inc. (NYSE:NPO)

Q4 2013 Earnings Conference Call

February 7, 2014 10:00 ET

Executives

Don Washington - Director, Investor Relations

Steve Macadam - President and Chief Executive Officer

Alex Pease - Senior Vice President and Chief Financial Officer

Analysts

Jeff Hammond - KeyBanc Capital Markets

Todd Vencil - Sterne, Agee

Joe Mondale - Sidoti & Company

Gary Farber - C.L. King

Operator

Good morning. My name is Jay and I will be your conference operator today. At this time, I would like to welcome everyone to the EnPro Industries’ Fourth Quarter and Year End 2013 Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. (Operator Instructions) Thank you.

I would now like to introduce Mr. Don Washington, Director of Investor Relations. Please go ahead.

Don Washington - Director, Investor Relations

Thank you, Jay and good morning everyone. Welcome to EnPro Industries’ quarterly earnings conference call. I will remind you that our call is also being webcast at enproindustries.com on our website, where you can find the slides accompanying the. Steve Macadam, our President and CEO and Alex Pease, Senior Vice President and CFO will begin their review of our fourth quarter performance and our outlook for 2014 in a moment.

But before we begin, I will point out that you may hear statements during the course of this call that expresses belief, expectation or intention as well as those that are not historical fact. These statements are forward-looking and involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties are referenced in the Safe Harbor statement including in our press release and are described in more detail along with other risks and uncertainties in our filings with the SECOND, including the Form 10-K for the year ended December 31, 2012 and the Form 10-Q for the quarter ended September 30, 2013. We do not undertake to update any forward-looking statements made on this conference call to reflect any change in management’s expectations or any change in assumptions or circumstances on which such statements are based.

You should also note that EnPro owns a number of direct and indirect subsidiaries. From time-to-time, we refer collectively to EnPro and one or more of its subsidiaries as we, or to the businesses, assets, debts or affairs of EnPro or a subsidiary as ours. These and similar references are for convenience only and should not be construed to change the fact that EnPro and each subsidiary is an independent entity, with separate management, operations, obligations and affairs.

Also I want to remind you that our financial results reflect the deconsolidation of Garlock Sealing Technologies LLC, Garrison Litigation Management and their subsidiaries, effective June 5, 2010. The results of these entities will remain deconsolidated during the pendency of the Chapter 11 legal proceedings to resolve asbestos claims against GST. We refer to this as the Asbestos Claims Resolution Process or ACRP and you will hear us use that acronym during the call today. GST’s summary results are presented separately in our earnings release.

And now, I will turn the call over to Steve.

Steve Macadam - President and Chief Executive Officer

Thanks, Don and good morning everyone. About a month ago, we had the privilege of talking to you about the judge’s order estimating GST’s mesothelioma liability to $125 million. His opinion endorsed GST’s arguments on key factors in the case, including using legal liability, not historical settlements, as the basis for his estimates. Accepting the compelling scientific evidence that GST’s product did not cause disease and agreeing that GST’s settlements in the tort system were not based on merit but were severely inflated by the necessity of avoiding defense costs and the concealment by both plaintiffs and their lawyers of exposures to other asbestos products.

I will have more to say about the judge’s opinion and the process going forward, but first I want to turn your attention to our operating performance, including our results for the fourth quarter of last year and our outlook for 2014. As you see in our earnings release, we have reported a slight decline in total company sales compared to the fourth quarter of 2012 even though sales were higher in both sealing products and engineered product segments. The decline in the total is entirely the result of lower sales at Fairbanks Morse engine, where engine revenue was down and where parts and service demand softened due to the combined effects of sequestration and the Navy’s ship maintenance schedule. The drop at FME more than offset improvements in the other two segments, where sales were up between 6% and 7% from 2012’s fourth quarter as many of our markets strengthened compared to the earlier period.

We were especially pleased to see improvement in the markets of Technetics Group and growth in GGB’s markets particularly in Europe. GGB had reported year-over-year declines in European sales for six consecutive quarters beginning in the third quarter of 2011 before comparisons stabilized at low levels in the second, third quarters of 2013. This means that the fourth quarter of 2013 is the first time in nearly 18 months that we have seen a meaningful increase of activity in GGB European markets. Although we have reported a strong improvement in segment profits and profit margins in this sealing products segment. Our total company segment profits and margins were lower than in 2012’s fourth quarter. Sealing products profits were up around 20% on a 7% increase in sales and margins improved by more than point and a half driven by the performance of both the consolidated Garlock businesses and of Technetics.

In engineered products GGB also turned to very healthy profits and margins compared to the fourth quarter of 2012. The benefit of GGB’s performance was offset by CPI where restructuring costs and material costs increased. We also saw a decline in profits in the engine products and services segment where volume and mix for both the engines and products and services were unfavorable and where we had a non-cash inventory adjustment. Alex will go into more detail on our financial results, but I want to make it clear that we are confident we have the proper plans and strategies in place to address the issues at both CPI and Fairbanks Morse engine. The new team at CPI is quickly addressing both operational and commercial issues that have been responsible for the business’ weak results. And I believe that 2014 will be the turning point for that business.

At Fairbanks Morse circumstances are quite different as many of the issues we dealt with in 2013 were temporary effects of sequestration and of the timing of maintenance cycles for both the navy and the commercial nuclear power customers. Fortunately it turns in those areas are favorable for 2014. We also continue to explore avenues to expand FME’s engine sales in commercial markets where last year we won six engines that we’ll ship this year and we expect FME’s performance to improve this year versus last. The deconsolidated operations of GST continued to perform well. Sales there were down slightly in the fourth quarter of 2013, but the business’ performance improved. GST recorded strong growth in operating profits and profit margins as it continued to benefit from programs that reduced cost and improved operational efficiencies.

Both the consolidated and deconsolidated businesses in the Garlock family benefitted from these programs, which resulted in a weighted average profit margin of the two businesses at near 20% for the full year 2013. Growth-related investments particularly in sales and marketing this year may reduce margins in the Garlock family of companies. But we are confident all parts of the family will perform at a high level.

Before I turn the call over to Alex I will touch on the ACRP, as I said on the call we had a couple of weeks ago after Judge Hodges issued his opinion, we were pleased and gratified to be in our current position. The judge’s opinion at GST’s mesothelioma liability is $125 million endorsed to GST’s legal liability approach to estimation which is focused on the merits of claims and reject of the claimants representatives approach which focused solely on GST’s historical settlements. As GST showed at trial those settlements were inflated by the cost of defense and to use Judge Hodges words “infected with impropriety” by some law firms. The Judge also validated GST science case finding that GST’s products resulted in relatively low exposure to asbestos in a limited population that the asbestos in GST’s products was far less toxic than other forms of asbestos and that the people who used GST’s products were of necessity exposed to far grater quantities of high potency asbestos from the products made by other companies.

The next steps in this process will include a planned reorganization that incorporates the courts opinion and that both GST and we believe is best suited to win confirmation. In addition to amounts for mesothelioma claims the plan will include amounts for non- mesothelioma claims and for administrative costs. It’s too early to say what the total amount will be required to fund the plan. But it will be designed to provide fair compensation to claimants consistent with the judge’s decision and to enable GST to achieve finality and certainty.

As we noted in our call on January 13, we continue to be willing to engage in discussions about a consensual resolution. We have recognized the settlement will provide the best and most expedient path to certainty and finality through section 524(g) of the bankruptcy code and in fact that is the path we prefer. However, if it’s not possible to negotiate an acceptable consensual resolution, GST and we are prepared the carrying on in this process for as long as necessary securing the knowledge that the judge in GST’s case understands the truth about GST’s experience defending claims and its true legal liability.

Nevertheless, I remind you that we entered into uncharted territory where no other asbestos bankruptcy has ever gone. And absent an agreement with the claimants it would take us a number of years to complete the process. We intend to be patient to ensure favorable outcome and we hope you will bear with us. With Judge Hodges opinion in hand we remain quite confident that GST will ultimately be reorganized and reconsolidated into EnPro with significant equity value in fact.

Now, I will turn the call over to Alex to review our results for the fourth quarter.

Alex Pease - Senior Vice President and Chief Financial Officer

Thanks Steve. Our results in the fourth quarter were $275.5 million, down $3.8 million or about 1% from the fourth quarter of 2012. Excluding foreign exchange, sales were down about 2% compared to the fourth quarter of 2012. As Steve pointed out the top line decline was entirely the result of lower sales at Fairbanks Morse. Both sealing product and engineered products reported healthy increases in sales as every operation improved over the fourth quarter of 2012 with the exception of CPI.

By geography, we saw our improvements in GGB and Technetic sales in Europe, the total sales in Europe were flat with the fourth quarter of 2012 due to decreases in the Garlock businesses and at CPI. In North America, industrial demand increased from the fourth quarter of 2012 and the combined sales of our sealing products and engineered product segments in the region were up about 5%. However, because of the depressed sales level at FME, total North American sales were down 4%. I will discuss the performance of our individual businesses in more detail when I cover the segment results.

At $24.7 million segment profits were about 18% below 2012’s fourth quarter. The performances of the sealing products segment and of GGB improved, but both CPI and FME were down compared to the fourth quarter of 2012. Segment profits were 9% in the fourth quarter of last year compared to 10.8% in the fourth quarter of 2012. Restructuring cost reduced the segment margin in both quarters and we also recorded the non-cash inventory adjustment of $1.4 million at Fairbanks Morse. Restructuring costs were $2.8 million in 2013 compared to $2.0 million in 2012. Adjusted for restructuring margins were 10% in the fourth quarter of 2013 compared to 11.6% in the fourth quarter of 2012.

Looking at our consolidated results for the full year sales were $1.1442 billion, down about $40 million or 3% from what we reported 2012. Excluding the effects of foreign exchange and acquisitions, sales were down about 5%. By segment, sales were up about $14 million in sealing products at the result of the Motorwheel acquisition at Stemco. Engineered product sales were down about $7 million almost all of which was due to lower sales at CPI. However, the most substantial factor in the decline in sales from 2012 to 2013 was the $47 million drop in revenues of FME. About $24 million of decline at FME was due to the absence of any completed contract engine revenue, which we have described in detail in the past. And the remainder was due to weaker parts and service sales as a result of sequestration and both Navy ship and nuclear power plant maintenance schedules.

Segment profits were $128.7 million in 2013 compared to $148.5 million in 2012. A less profitable product mix and lower volumes were the primary causes of the decline, but restructuring expense also increased. We spent $7 million on restructuring in 2013, primarily at CPI and FME that compares to $6.2 million in 2012. Segment margins were 11.2% in 2013 compared to 12.5% in 2012.

Adjusted for restructuring expense, margins in 2013 were 11.9% compared to 13.1% in the prior year. On a GAAP basis, we earned $1.17 a share last year compared with the $1.90 a share in 2012. Excluding interest to GST, restructuring and other selected items, we earned $2.39 last year compared to $3.07 the year before. The deconsolidated operations of GST had a good fourth quarter although sales were down slightly from the fourth quarter of 2012. Demand in GST’s North American markets improved in 2013, but demand in the Asia-Pacific served by GST declined and third-party sales in those operations were $50.4 million in the fourth quarter, down from $52.9 million.

Operating income improved to $11.4 million from $10.3 million and operating margins were 22.6% compared to 19.5% in 2012. The business continued to benefit from price improvements, lower cost and operational improvements. We expect GST will continue to perform at a high level this year. Although as Steve mentioned, GST expects to make growth investments that could impact margin levels. GST’s adjusted EBITDA before asbestos related expenses improved to $12.5 million in the fourth quarter from $11.8 million in the fourth quarter of 2012. Adjusted net income at GST, which excludes intercompany interest and ACRP related expenses, was $8.7 million, an increase from $6.6 million in the fourth quarter of last year.

GST recorded almost $7 million in ACRP related expenses in the fourth quarter, down about $2 million from the fourth quarter of 2012. For the full year, GST reported $218 million in sales compared to $220 million in 2012, operating income of $55.5 million compared to $47.2 million in 2012 and EBITDA before asbestos related expense of $61.4 million compared to $53.1 million in 2012. GST’s adjusted net income was $37.8 million in 2013 compared to $31.8 million in 2012.

ACRP related expenses at GST totaled $47 million for the year compared to $30 million in 2012. The expenses increased in 2013 due to cost associated with the Estimation Trial. As you know, GST is required to pay the expenses of all parties involved in the case. We expect legal spending on the ACRP to moderate as activity turns to the development of a plan of reorganization and other post-trial activity. GST’s cash and investment balance was $178 million at the end of the fourth quarter.

Now, let’s look at our consolidated fourth quarter results in more detail. Gross margins were 31.1% in the fourth quarter of 2013 lower by about 1.5 point from the fourth quarter of 2012. The performance of FME was the most significant factor in the declining gross margins and in gross profits. SG&A expense of $56.2 million in the fourth quarter was down compared to the fourth quarter of last year by about $1.8 million. SG&A included $8.1 million in corporate costs.

Looking at our segment’s operating performances. Sales in the sealing products segment were $152.5 million in the fourth quarter and increased by about 7% from the fourth quarter of 2012. Higher activity in Technetics market, especially the nuclear and semiconductor markets was the primary driver of the growth. Excluding foreign exchange, sales improved by about 6%. Sealing product segment profits were up $4 million from a year ago to $23.9 million. Again, the performance of Technetics was primarily responsible for the improvement in the segment’s operating profits as mix was weighted towards high margin products sold into nuclear power markets. Segment margins were 15.7% in the quarter compared to 14% in the fourth quarter of 2012. Restructuring costs in the segment were about $400,000 in both quarters. Excluding those costs, margins were 15.9% in last year’s fourth quarter compared to 14.3% in 2012’s fourth quarter.

Looking at the businesses within the segment, the consolidated Garlock operations reported a slight organic increase in sales. Demand levels were generally comparable to those we saw in the fourth quarter of 2012, but the operations sales level continued to benefit from improved pricing. Although volumes were essentially flat, the consolidated Garlock operations benefited from cost reductions and efficiency improvements and segment profits and margins improved.

At Technetics, we began to see conditions improve in the third quarter of last year and the improvement continued in the fourth quarter. Sales at Technetics were up more than 10% compared to the fourth quarter of 2012 as the business benefited from higher demand in semiconductor, nuclear and oil and gas markets. As volumes increased and as the product mix became more favorable, the segment profits and profit margins at Technetics improved substantially over the fourth quarter of 2012.

Sales at Stemco also improved compared to the fourth quarter of 2012 as all product groups reported higher sales. Costs were slightly higher at Stemco as spending on manufacturing improvement increased and as we have completed a new distribution center at Stemco’s Berea, Kentucky facility. This center will enable Stemco to bundle shipments with its full suite of products from a single location improving customer service and increasing the efficiency of product distribution. The center is now in the final phase of preparation and should be fully operational by mid year. Spending on manufacturing improvement and the distribution center reduced segment profits at Stemco compared to the fourth quarter of 2012 and Stemco’s margins declined. Conditions in Stemco’s markets indicate that OEM activity is likely to increase somewhat in 2014, but aftermarket activity is likely to be flat with or lower than 2013.

In the engineered products segment, fourth quarter sales were $85.4 million, up about 6% from the fourth quarter of 2012 when they were $80.2 million. The year-over-year improvement included a contribution of about 1% from foreign exchange. Profits and margins were down in the segment as a result of the performance of CPI, where we continue to experience weak volumes and expense associated with the restructuring of the operations.

Segment margins were slightly above breakeven in the fourth quarter and down about $3 million from the fourth quarter of 2012. The segment recorded restructuring expense in the 2013 quarter, up $2.3 million compared to $1.5 million in the same quarter of 2012. GGB performed well in the quarter and helped to offset some of the weakness at CPI. Sales at GGB improved by more than 10% as demand increased in all markets and in all geographies. We were especially pleased to see improving sales in Europe, where GGB saw meaningful year-over-year growth in sales for the first time in several quarters.

Conditions improved across both industrial and automotive markets at GGB. And with higher volumes, profits and margins also improved. Both measures were substantially better than they were in the fourth quarter of 2012. Sales were down at CPI as I mentioned, because of lower volumes in North America and Europe. With lower volume, material cost increases and high restructuring cost, CPI reported an operating loss in the quarter and a negative margin. We expect CPI’s performance to improve in 2014.

As we have already noted, a number of factors affected sales in the engine products and services segment in the fourth quarter and sales there were 33% below the fourth quarter of 2012. The lower engine revenues accounted for about half of this decline. The remaining half came from lower parts and service revenue due to the fact as we have mentioned previously. Lower engine revenues and reduced parts and service volume had a significant effect on profits in the segment. The profits were about $0.5 million in the quarter compared to $9.2 million in the fourth quarter of 2012. Margins reflect the significant loss of volume and were additionally reduced by $1.4 million non-cash adjustment to purchased inventory. FME’s backlog stood at about $140 million at the end of December about the same as of the end of September.

We reported GAAP net income of $5.2 million or $0.22 a share for the quarter. This compared to GAAP net income of $5.7 million or $0.27 a share in the third quarter of last year. We had an unusually low effective tax rate in the fourth quarter, primarily because of the ratio of pre-tax income among tax jurisdictions. During the year, we continuously forecast our tax expense and adjusted as necessary to reporting periods. For the first three quarters of 2013 we were expecting a certain percentage of our income to come from North America, but in the fourth quarter, a much larger percentage of profits originated in Europe jurisdictions where taxes are much lower. This mix reduced the effective tax rate for the entire year, which created a low rate in the fourth quarter due to the catch-up effect. Based on our current expectations, our full year tax rate for 2014 should be in the range of between 31% and 34%.

Our adjusted EPS in the fourth quarter was $0.46 compared to $0.59 a share in the fourth quarter of 2012. After-tax adjustments that increased $0.22, our fourth quarter GAAP earnings to the $0.46, or $0.06 added for restructuring expense primarily at EPI, $0.20 added for interest due to GSP and a negative $0.02 for the net of other non-operating items as well as tax accrual.

As was the case in the third quarter of 2013, our diluted share count in the fourth quarter of 2013 were significantly higher than the fourth quarter of 2012. The fourth quarter diluted count includes about $3.1 million shares required by GAAP accounting in connection with our convertible debenture and are related option in one hedge. GAAP accounting does not allow us to report the benefit of this hedge prior to the maturity of the debentures, but that hedge would affectively reduced the dilution of our common stock from $3.1 million shares to $1 million shares. These debentures mature in October of next year. Our free cash flow was about $29 million in 2013 compared to about $82 million in 2012. Several factors drove the change. EBITDA was lower because of the decrease in our operating income. Compensation related payments increased compared to 2012 and pension expense was higher in 2013 than in 2012. We also recorded an increase in working capital activity as our markets moved to higher level.

Capital spending was about $31 million in 2013 compared to almost $36 million last year. We ended the year with a cash balance of about $65 million up little more than $10 million from a balance at the end of 2012. In 2014, our current plans corporate capital spending in a range of between $45 million and $50 million. Plans include two new facilities at Stemco, one the friction product manufacturing facility at our Rome, Georgia facility and the second a facilities upgrade in Longview, Texas. We also planned to install a new GGB bearing production line in Slovakia and moved the production facility shared by GGB and Stemco in China to a new location.

Now, I’ll turn the call back over to Steve.

Steve Macadam - President and Chief Executive Officer

Thanks, Alex. Looking ahead to the full year of 2014, conditions in many of our markets is stabilized and economic indicators are moving towards growth in industrial markets over the course of the year. Under those conditions, we expect an organic growth rate in the low single-digit range for the full year. With the benefits of higher volumes and our programs to achieve operational commercial excellence we expect our segment profits and profit margins to improve in 2014 over the levels we recorded in 2013.

Looking more specifically at the first quarter of the year, we’re encouraged to see increased demand in our semiconductor market and in the European market served by GGB compared with the first quarter of 2013. Market served by other EnPro businesses remained stable although CPI continuous to deal with soft demand in the Canadian natural gas markets along with the normal weak winter quarter for CPI.

As we reminded you in the past, our cycles are short and our visibility is limited, but under the conditions I’ve just described we expect total first quarter sales near the level we reported in the first quarter of last year. Our segment profits in the first quarter should benefit from the restructuring and other operational improvements that we made over the past several quarters, but our product mix is likely to reflect higher sales to original equipment markets where our profit margins tend to be lower. This is especially through in the ceiling product segment where lower margin sales to the semiconductor industry are likely to increase. With those factors in mind, our segment profits and profit margins are not likely to improve over those we’ve reported in the first quarter of 2013.

In closing, we’re looking forward to a good year in 2014. We’re starting to see meaningful growth in Europe for the first time in many quarters and we’re seeing increased benefits from the acquisitions to that allow us to form the Technetics group and a substantial increase in Stemco’s addressable markets. And we continue to make progress in the commercial and operational initiatives that we expect to ensure a long-term success. These facts coupled with judge’s option estimating GST’s liability for mesothelioma claims at $125 million and endorsing GST’s arguments on the key factors in the case give us a very encouraging start to the New Year.

Now, we’ll open the line for your operations.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from Jeff Hammond with KeyBanc Capital Markets. Your line is open.

Jeff Hammond - KeyBanc Capital Markets

Hey good morning.

Steve Macadam

Good morning Jeff.

Alex Pease

Good morning.

Jeff Hammond - KeyBanc Capital Markets

First on CPI, I guess one at what point do we start to get impatient about improvement here. And maybe two, addressing that how – what gives you the confidence to you that ’14 is kind of the turning point where that business gets better?

Steve Macadam

Well, I mean the patience question is the tough one because I actually have not been very patient to be honest with you. So I don’t make significant leadership changes without good reason. So we have got as I think we have shared with everyone new leadership team. We have moved in that CPI, we have moved a number of our high talent folks from other parts of EnPro into that business and they really stepped in about the August-September timeframe. So they are making great progress. I think the certainly the main bulk of all restructuring is behind this at this point. We have a clear focus, a clear strategy and what we still believe strongly and the evidence that this is solid business. There is no reason in the world why we should be able to get the performance along the margin lines that we have indicated before. We won’t get there in 2014, ’14 will be the year to solidify the base, ’14 will be better than ’13, but I think it will position us to move into 2015 and beyond in a great way. We have a great product line. We have a good reputation when we do things right. And I have a lot of confidence in the new team that’s in there Jeff. So I just – it’s almost inconceivable to me that we would not have significantly better year this year in CPI than we have had in the past couple of years.

Jeff Hammond - KeyBanc Capital Markets

Okay and then shifting gears to the ACRP, can you give us a sense of timing for when you would refile your reorg plan. And then secondly have you heard from the other side in terms of any kind of appeal or want to settle?

Steve Macadam

Yes, but let me handle the second part first because that’s easy. They had 14 days to file an interlocutory appeal which meant that the process would stop while it was taken up and they did not do that. So they have taken the committee’s representing claimants in other bankruptcy cases have always taken the position that this is a not a complete order. In other words, it’s one step along the process and until there is a final order if not appeal of course usually there are folks that want to appeal it or the defendant – the companies are not plaintiff side. So for them who have filed an interlocutory appeal noticed for appeal would have been completely different logic than they have taken in many of these other cases, so they did not do that, that deadline has passed.

So the second is when will we have plan file, I think I hope it will be by the end of Q1. It’s a complicated thing because we want to make sure that it’s a confirmable plan even outside of the 524(g) statue if that’s what we need because we are prepared to have the judge move forward to get a plan confirmed even if we are not under the 524(g) protection. As I said in my script Jeff it’s a desire of ours to have consensual deal and get the 524(g) protection. But quite frankly with the ruling that we have got it’s not essential and we can get the judge – we are pretty sure we can craft the confirmable plan that the judge can impose. So we want to get that right, but I think it’s probably a couple of months away.

Jeff Hammond - KeyBanc Capital Markets

Okay, helpful. I will get back in queue.

Steve Macadam

Yes.

Operator

The next question comes from the line of Todd Vencil with Sterne, Agee. Your line is open.

Todd Vencil - Sterne, Agee

Thanks. Good morning guys.

Steve Macadam

Yes, good morning Todd.

Todd Vencil - Sterne, Agee

Sticking with the ACRP for a second I don’t want you to have to go to crazy level of detail on this, but once you guys have filed the plan I mean can you sort of update us I know you talked about this on your prior call, but can you just update us on what the rest of the process looks like should the other side choose to appeal and what kind of timeframe I know we are all just guessing but what kind of timeframe you think that might involve an appeal to the district court?

Steve Macadam

Yes, I would rather not guess at it, Todd, because it’s just so uncertain again to create a basis for appeal, it would have to be final order and judge.

Todd Vencil - Sterne, Agee

Right.

Steve Macadam

Unfortunately Rick is not here on this call, I think normally has been in the past so, I can’t turn the call over to him, but my understanding and again another lawyer, but my understanding is that until there were final order for judgment, he would actually have to impose it. It’s only then that in fact even then I believe the district core we have to affirm that plan before it’s really in a position to be ready for an appeal so, and how long that process will take. It’s really just almost impossible for me to predict that Todd so rather not try to throw that out there.

Todd Vencil - Sterne, Agee

Clear, I appreciate that. Switching to the operation – the consolidated operations, on the engine side.

Steve Macadam

Todd, can interrupt, let me just say one more thing on the whole asbestos thing and I think certainly most if not all the people on this call understand this, but I think I would be remiss if I didn’t say. The facts that are laid out in the judges of order are the truths. So, this is not a situation of one side versus the other and interpretation and all it’s kind of stuff. The other side, entire gain of aspects is against Garlock was based on that fact that they have a lot of – not a lot, the couple of thousand people that contract mesothelioma and they know it cost us about the fortune to defend these cases and they can stand in front of the jury and offer all of the junk science that are judge throughout and it had a chance of impacting and influencing some of the jurors. By the way didn’t influence very many of them when we would all the way to verdict, hardly any. So the other side is out there in the world asking why this judge is biased so, this judges an outlier and so forth and so on. It’s just a bunch of horse hockey because all the judge did was see the facts and say it’s the truth so the risk of appeal I’m not worried about the risk of appeal because it’s the truth, but there is no – he didn’t have to swing to one side of the other. You simply saw the fact is they were and said this is what is happened to Garlock, it’s so blatantly obvious to any reasonable person that looks at it. So, we have that ruling now and by that, we’re going to get a good outcome for shareholders. That’s the way I feel about it. So, anyway, sorry, I just wanted to do that Todd because I enjoyed it, but back to your question.

Todd Vencil - Sterne, Agee

That was well put Steve and I enjoyed it to.

Steve Macadam

I know you would Todd.

Todd Vencil - Sterne, Agee

So I almost feel like this is a letdown, I should’ve asked this question first. But on the Asian business you talked about the fact that lot of the headwinds at the end of 2013 were temporary in nature. Can you talk about what the path looks like to get back to some sort of more normalized level of profitability hopefully that normalized level of the profitability into the margin that we saw in the fourth quarter and what’s the timeframe you sort to see that work is way back to normal and what we think normal looks like at this point.

Steve Macadam

Yes, very good set of questions, thanks for bringing that up. So, first of all there is two things at Fairbanks, right, one is new engines and one is parts and service and we shared in great detail, I think two calls ago than on the parts and service side, which clearly carries more margin right, then new engines. On parts and service, we got kind of the triple whammy. First and the easiest to explain is just the nuclear, the nuclear parts and service that we do, we’ve been doing that for a 20 plus 30 years, I mean, and we actually look at the history of what that fluctuation and then we haven’t lost any position with those nuclear power customers and it just has a normal fluctuation to it because it’s not a big enough market to have stability so we have several big nuclear plants that don’t go down during the year and don’t do maintenance, it affects our parts of numbers and so we were just experiencing last year what I would describe is the normal kind of cyclical pattern that doesn’t really have a pattern to it. But that will not, as far as we can tell that will not continue into this year we will be back in a normal level.

The second factor was the government sequestration, which is obviously now been lifted. And it hurt our comps even more than it hurt last year because there were some advance buying by the navy in the fourth quarter of 2012, really even the second half of 2012. And so 2013 we had to deal with the sequestration as well as the government shutdown and all that - all that monkey business. So that’s behind this. We have seen orders return at Fairbanks to what we would consider a more normal level.

And the third factor, which is also just simply a timing issue is that there were far fewer ships and in fact we had zero that came in for midlife overhauls, and very few that came in for major overhauls. And we had even a reduction in the minor overhauls. And we went through numbers with you all back I think in the summer or fall. And that will return back to the more normal range this year. So it’s not that the navy wasn’t working on ships, they were just not working on ships that had Fairbanks Morse engines on them to drive them. So this year the schedule is back like I said to more normal. We have also seen that reflected in the order pattern. So on the parts and services side I think this year will basically be back to what our historical run rate last several years has been excluding last year’s results. And as Alex said in his script about half of our volume shortfall was because of that – because of parts and service and like I said that carries a higher margin. The other side is the new engines and even though this year we will ship 20, what is it Don…

Don Washington

26.

Steve Macadam

26 new engines in 2014, because we shifted three years ago to completion accounting, a lot of the revenue for those engines that will ship has been booked in the past. And we have – so that’s one reason. And we do know events we have shared with you before, we have a low not completely to zero, but we have a low in the engines we are building for the navy in the 2015 and ‘16 schedule. So that’s why the team has turned aggressively towards the commercial market to sell new engines. So we are encouraged by that. We are encouraged by the fact that we sold six of the – of our legacy design products, not under the MAN (ph) license into the commercial market last year. We have a lot of activity underway to land more that commercial business. It’s kind of new to us, but when you blend all that together I am very confident that we will have a better year at FME this year than we did last year.

Todd Vencil - Sterne, Agee

That’s great. Thank you so much.

Steve Macadam

Okay.

Operator

The next question comes from Joe Mondale with Sidoti & Company. Your line is open.

Joe Mondale - Sidoti & Company

Hey, good morning.

Steve Macadam

Good morning Joe.

Joe Mondale - Sidoti & Company

Just to jump on that last questioning there in terms of engine, so a couple of things. First off, how do we think about how – I guess for one you anticipate the parts and services to rebound, I am assuming starting in the second quarter, is that fair to say?

Steve Macadam

No, I think we will see, I mean it takes us a while to make them, but the orders had been good, so I would expect to see a little bit of improvement in Q1, maybe not full run rate because as the orders have come in I think our average lead time on parts is four to five weeks. So there is always a little natural lag between orders and shipments. But...

Joe Mondale - Sidoti & Company

Okay. So, I guess...

Steve Macadam

We are seeing, we have already seen a return to a good order pace of parts now. It’s only been one month, right. So but certainly our expectation in the – we don’t see any signals that that has not kind of returned to normal levels and will be sustained. So I would expect that first quarter to be more in line with what we’ve seen in the past and then in the second quarter to be in line with what we’ve seen in the past on the product side.

Joe Mondale - Sidoti & Company

Right. So I guess just to clarify where I’m coming from. It seems like in terms of your guidance for the first quarter sales being down. It seems like you’re seeing improvements on the sealing segment, engineered products has stable CPI improving in GGB. So it seems like if sales are even flat year-over-year, it seems like you’re seeing a pretty big year-over-year down at FME?

Steve Macadam

Well we definitely don’t..

Joe Mondale - Sidoti & Company

Is that the case won..

Steve Macadam

So the new engine side it will be down.

Joe Mondale - Sidoti & Company

Okay.

Steve Macadam

So that drives a lot of top-line activity because it’s not as much on the margin as I said because we don’t make as much on that. The other thing Joe is I mean we’re always cautious in the first quarter because our business gets affected by in the short term negatively by bad weather but over the – bad weather is really good for us actually. So Stemco for instance with all the snow and ice and bad weather that we’ve seen what fleets do is fleets – when we have a bad winter like this first of all it really chose up the parts that are on the wheel end of a truck more aggressively than without it.

But the fleets don’t want to take their trucks down to do maintenance until the season is over. If there is a life thing you want to do is put a new seal or a new components on to a truck and put it back out in the same environment after spending money on maintenance and so that’s true every year. So we always have a bit of a first weak first quarter in Stemco, it’s more weather dependent in other businesses and the fact of the matter is that been returned. So we like it to be bad weather but it doesn’t show up in our P&L until Q2 and Q3.

It’s actually a similar phenomenon in our other businesses to probably a lesser extent but the same thing is true with CPI particularly with the higher gas prices, depict at yourself in the middle of Alberta, Canada and it’s 30 degrees below and you got four hours of daylight everyday, you’re not going to be doing a lot of maintenance on reciprocating compressors. And quite frankly when the gas prices are high you’re going to run that compressor until at sales because you don’t want to take it down that right now when the gas prices are actually as high as they’re going to be for the year.

And so you’re going to avoid doing that maintenance until it gets warm and you get more light and gas price gets back more to non-inflated situation because of the – because in fact of the cold winter we’re having right. So and then quite frankly even in Garlock we’ve always seen the same phenomenon because if the worse the weather the less mechanics in millwrights and pipefitters want to be out in a chemical plant or refinery or anything that’s somewhere on the Gulf Coast was not as affected as much but for any petrochemical plant it’s in the weather zone if you will.

There is just not as much maintenance, it happens in the cold weather, trust me I use to work in one of these facilities, right, and it is no fun to be out in a chemical plant when it’s five degrees and you got to take something down and when you take something down it’s got freeze up. So there is just a natural pressure on our business, many parts of our business, when there is a very, very cold hostile winter, now that just simply makes it better for us in Q2 and Q3. So it’s really hard for us to call as we’ve always said we have the short cycle environment. So we don’t get to see really advanced order patterns. So I’m giving you guys some feel just based on my judgment of the business. So..

Joe Mondale - Sidoti & Company

Okay. Now that’s appreciated. In terms of engine how do we think about the transition I don’t know if you can provide any further color on the transition two of the percent of completion and how that’s going to affect sort of the revenue recognition this year and how that affects the product mix in the margin within the business, how do we think – how can we think about that sort?

Steve Macadam

Yes. So what we did, when do we make this shift I guess somewhere in 11?

Joe Mondale - Sidoti & Company

I don’t know 18 months out.

Steve Macadam

At least 11. This is summer of 2011.

Don Washington

2012.

Steve Macadam

Summer of 2012 we made this shift. But when we did Joe and we’ve explained this before. If you want to go back and look at any of the scripts or listen to any of the history, you may have this in your notes. We didn’t do a cold turkey switch. So what we did is we said any program and that doesn’t necessarily mean in engine, any program, any shipped program that was already won and in the pipeline, we would continue with completed contract.

And any new program that we started we would start with the percent completion. So it didn’t have a ton of effect in the first year we did it, it had a lot of effect in 2012 because what happened is we’re rolling off a bunch of completed contracts so we got the whole revenue in the engine in 2012. And we were also building 100% percent completion, many engines that didn’t ship till 2013. So it really skewed the comp. The better way to look at FME’s business would be to take 2013 and 2014 an average of between the two years of the engine revenue.

So because and so then – in third sorry in 2014 to your question we’re actually going to be shipped in 26, many of these units were really near completion at the end of last year so they’re going to carry very little revenue with them. And we’re going to be shipping some engines that bring back some completed contract revenue this year. So we’re going to have in the mid 30s of completed contracts revenue for four engines that are scheduled to ship this year, which was actually I think more than completed contracts we had in last year.

We had zero in 2013 so we – now we got four new completed contracts coming as well as percent completion for stuff that will be building for the future. And anything else that we might win because the stuff that we win on the commercial side doesn’t have these two to three year lead times associated with the new engines, because the Navy stuff does. So we can see the Navy a few years out. The commercial stuff is more like a 12 month lead time or a 10 month lead time.

So we want something commercially in the first half of this year, we would have to get this started, building it right away like we did to six engines or yes the six commercial engines we won last year. So I think the best way to – if you want a conservative way to think about engine revenue, new engine revenue, it’s probably about the same as it was last year. And margin is probably going to be about the same as it was last year. So the recovery in FME is going to be parts and service driven this year.

Joe Mondale - Sidoti & Company

So even..

Steve Macadam

That is helpful..

Joe Mondale - Sidoti & Company

Yes, that was helpful. I just wanted to clarify though even with sort of a recovery in parts and services, it’s not going to be enough to offset the additional engines that you’re going to take on. So it sounds like if margin is flat with 2013 which was about 10% or less X any of the one-time stuff, you’re not getting back to that mid-teen or higher teen type of level, you’re not..

Steve Macadam

Nobody will, no I’m sorry, we’ll be better, I would say it’s going to be halfway between last year cleaned up and where we’ve been historically because what I was saying is going to be flat year-over-year is only the new engine revenue. So the parts and service will be backed that will carry higher margin so we’ll definitely see an improvement in margin I believe definitely I shouldn’t say. We’re expecting to see a improvement in margin in FME just because of the return of the parts and service piece and engine will basically be new engine will be basically be what it was last year.

Joe Mondale - Sidoti & Company

Okay. Thanks a lot.

Steve Macadam

Okay.

Joe Mondale - Sidoti & Company

That took a lot, but thank you. I appreciate that. I’ll jump back in the queue since I took so long. Thanks a lot.

Steve Macadam

Okay, Joe, yes.

Operator

The next question comes from Gary Farber with C.L. King. Your line is open.

Gary Farber - C.L. King

Yes, thank you. Just a couple of questions. Could you speak to gross margins a little bit in the environment you described and they moved around a fair amount during the year, this year. How do you think about them for fiscal 2014?

Steve Macadam

Alex is going to address that Gary. Yes and then I think Gary what I would say for next year they did move around a lot this year, a lot of that was driven by mix but even more of that was driven by volume as things came as our volumes were impacted. So I would say that our gross margin level would be kind of at what we saw in 2012 would be a more reasonable comparison. And then we guided you towards the OI levels as well. We sort of see improving OI rates as well again largely driven by margins.

Gary Farber - C.L. King

Yes.

Steve Macadam

So I think the Gary the way to think about ‘13 versus ’14. In ‘13, we had really good years in all of Garlock both consolidated and deconsolidate. We had a really good year in Stemco. Those two are – those two businesses are in very good shape. I am optimistic that they will continue to perform well in 2014. I think Stemco will perform even better to be honest with you. And its Garlock in match what they did last year it will be phenomenal. We have had great margins in Garlock last year. The third sealing business Technetics also had a very good year, but it was all driven by the second half of the year. So – but we see those trends in those markets continuing into this year. So I am also optimistic that Technetics Group will have a better 2014, so, that sealing, right. If you look at engineered you got two-thirds of it obviously is GGB and GGB actually ended last year with a pretty solid performance for the year. Again it was all second half based. I mean we were significantly behind plan at the middle of the year really because of the very weak market in Europe.

And so GGB was very heavily driven in their performance by the second half of the year. Again we see that continuing into 2014. I hope we certainly haven’t seen any indications that it won’t continue. And we struggled with as you guys that with CPI and FME, while CPI is going to get better to some extent. First of all we won’t have all the restructuring charge. And second of all, we are starting to be doing a lot more the right actions in CPI. FME, we will be soft still in new engines, but the parts and service business for the three reason I went through with you hopefully will be back to our more normal and historic levels there and obviously that carries that little bit better margin than new engines. So when you look at it year-to-year it’s pretty straight forward. It’s the problem becomes when you blend it all together and look at it at intra level, it’s a bit, it can be a bit misleading or bit confusing.

Gary Farber - C.L. King

Thanks, okay and just a few more if you don’t mind, can you speak also that the acquisition market I mean just generally whether – how you see it and how you think about your own pipeline?

Steve Macadam

Yes. Look I think we are pretty honest with you guys after the Motorwheel acquisition where we had to draw down on our revolver significantly and we were in the middle of the ACRP not knowing at all where it was going to come out. And having done some decent size deals the – 12 months prior to Motorwheel which included the PSI Integra and other pretty significant acquisitions for us, we kind of said what, let’s spend the rest of the time until we get a judge’s ruling kind of digesting those businesses and getting them integrated well and getting really solid get the revolver pay, excuse me, get the revolver paid back down and play this ACRP thing out to see where it lands.

So, that’s really what we did. We did one small deal in Asia for Garlock, but it was really small. But obviously now we are in a much, much different situation with the ACRP – with the risk associated with the ACRP really very, very much contained. We have all the capital availability that we are going to need to do whatever in organic growth makes sense to our businesses. And so we have now for – and we saw this coming, we certainly and see it coming as we didn’t obviously know that the judge would completely see things our way. We were obviously hopeful he would, but we didn’t know that, but we did start to rekindle the pipeline to some extent a little while ago. And so yes, it’s reasonable to expect that going forward we will be back at the pace that you saw us be able to do deals in the 2009, ‘10 and ‘11 timeframe that’s certainly my expectation, we’ve got businesses that are strategically very strong with Garlock Technetics Group, Stemco, GGB, very, very strong in their markets, a leading market share, great reputation, strong operating teams, very focused and so the notion that now with the judges really that we’ve got now new access to capital. I just – I’m just extremely optimistic about our team’s ability to do really, really smart creative deal. So, I’m pretty excited about it to be honest with you.

Gary Farber - C.L. King

Right and then just one more just I will – in Europe, is it too early to say that the beginning of the cycle there and then how do you contrast if it is the beginning with cycle with North America.

Steve Macadam

I think it’s too early to say at the beginning of the cycle because we’ve seen a lot of sputtering out of Europe really since the recession. This is – this feels a little bit better, but I think we need another quarter or two to be honest with you. So, yeah, I think and the other part of your question Gary?

Gary Farber - C.L. King

Just contrasted with North America, how does North America contrast to Europe just generally?

Steve Macadam

If you ask me and the segments that we touch and in the segments that we tough, I think we’re going to discontinue forward in North America on the same margin phase that we’ve seen in the past couple of years. It’s been a 3%, 3.5% growth environment might be a little bit better in North America, but I mean you see the same economic stuff I do, I mean it’s not going to be 5% or 6%, GDP growth in my opinion. It’s going to may be moderately better. I think China definitely has reset at the lower level, but as you know our exposure in Asia is not huge so, I still think our business in Asia will grow a little bit just because we’re still gaining share.

Gary Farber - C.L. King

Great, okay and then just one last when you’re seeing very positive on the truck market. I was wondering if you could just sort of speak to is that a combination of the fact that economic activities picking up and you guys have good market shares. Was that also a function of that fact you did some good acquisition in that base over the last couple of years and you’re getting leverage on that as well.

Steve Macadam

I think it’s more of the later. I don’t think the natural demand in North American truck it is going to be anything fantastic. I think it’s going to be about what we’ve seen to be honest with you. The new truck bills are still going to hanging in there as far as what we look at in terms of forecast, I think the aftermarket is going to be about where it’s been. Our business will be positively impacted by the weather phenomenon that I told you about I believe in the second and third quarter. But it’s the acquisitions that we’ve done and the – and what our natural market share is and quite frankly the strength of that team. We’re going to continue to grow our share and expand into other product lines that we required and others that we might acquire going forward and others that we have in development so, this Stemco engine is going to keep rolling along.

Gary Farber - C.L. King

Okay, alright, thank you for your help.

Steve Macadam

Yes.

Don Washington

We have time for but one more question is there anybody left in the queue.

Operator

The next question comes from Jeff Hammond with KeyBanc Capital Markets. Your line is open.

Jeff Hammond – KeyBanc Capital Markets

Hi guys, just a couple of quick ramp-ups. Can you – how we’re thinking about the share count for ’14 just given the noise around the stock price and the converts and.

Steve Macadam

It’s a little bit of a hard question to answer, Jeff, unfortunately before the share count will be driven by what the stock prices. So…

Jeff Hammond – KeyBanc Capital Markets

Okay we assume the stock prices stable in the low 70s.

Steve Macadam

More than our share count wouldn’t change for the remainder of the year. That make sense because what we’re doing is we’re calculating and I can take you through this kind of offline, but we calculate the dilution – the economic dilution related to the convertible note and then for accounting purposes we have to add additional dilution that’s related to the shares were obligated to provide under the hedge and we don’t get credit to the shares that we get back from the financial institution under the terms of the hedge. So, you have the double dilution effect, which I try to explain. If you were to look, we diluted roughly 3 million shares this quarter driven by the share price that the actual economic dilution once you net out the effect of that hedge, it’s only about 1 million shares. So if you were going to really do the analysis, it’s the end of the year we were at – this year 23.5 million shares outstanding versus last year at 21.6 million. The real number to use would be more like 22.6 million in terms of the economic dilution. And then if you assume the share price didn’t move, it would basically stay that way because….

Alex Pease

That doesn’t reflect the current share price. That reflects the…

Steve Macadam

The average of the year.

Alex Pease

The average of the year.

Steve Macadam

Yes, it’s a better number to use probably would be more like second quarter, so 24.2 million (indiscernible) 22.2 million shares.

Jeff Hammond – KeyBanc Capital Markets

Yes. I can go through the noise or the new answer of it offline. I guess I just want to make sure that given that the stock has moved materially since the start of the year that that’s not going to – because that would not have affected your 4Q share count?

Steve Macadam

That’s a good point. Yes, that’s a good point. (Indiscernible) to do the math from 4Q to the current stock price, that’s correct.

Jeff Hammond – KeyBanc Capital Markets

So does this big move in the stock price raise the share count at least from the headline perspective?

Steve Macadam

It will have. Yes, it will have.

Alex Pease

Yes.

Jeff Hammond – KeyBanc Capital Markets

Okay, we can go through that offline. Just on the ACRP and now we have at least a little bit of resolution a number. Can you just talk about how you are thinking about reporting the same or differently going forward in terms of trying to start to get people focusing on kind of the total company and then what’s the process for kind of reserving now that you have a number?

Steve Macadam

Yes, look unfortunately Jeff, as we tried to communicate from the very beginning, there is really two ways to look at the company. The one way that it seems like the street went to was let’s look at what’s consolidated and then treat this Garlock thing is an option, so I would just treat this GST thing as an option and how much might come back. My suggested approach, which was not adopted by the street was to continue to look at EnPro as you have always looked at EnPro before the filing. And then simply deduct what is going to be necessary some estimate of what is going to be necessary for the – to fund the trust, right. So I would still – when I look at EnPro, when I think about EnPro it’s on that basis. And obviously we have a much different point of view now about where the range if you will that will end up with in some kind of trust funding. But we still can’t put any kind of precision around what that number is because again our desire is for consensual resolution to qualify under 524(g) of the bankruptcy code and to move forward with this. And it’s still our hope that we’re going to be able to do that. So that still adds a little uncertainty. But I can tell you it’s not between $125 million and $1 billion like it was a while ago.

So that said the GAAP requirements, accounting requirements and everything else even what our advice from our SEC lawyer basically says we can’t report a pro forma on a pro forma basis and we can’t reconsolidate until we have a final order from the court. And once we get a final order from the court, we believe we will be able to reconsolidate. But quite frankly, quite honestly Jeff it doesn’t affect the economic view of the company. It’s an accounting exercise. So I guess if I were doing it and talking to folks about what the company’s work, I would look at the whole company and say okay, they have got to be able to get this thing resolved for X given the judge’s ruling. And quite frankly when the official reconsolidation happens, I am not sure it’s all that relevant from the true economic standpoint, but anyway that’s my...

Jeff Hammond – KeyBanc Capital Markets

Okay, thanks guys.

Steve Macadam

Yes.

Don Washington - Director, Investor Relations

Thank you everyone for dialing in today. If you have any follow-up questions, anything else you would like to ask please don’t hesitate to give me a call at 704-731-1527. Again, we thank you for dialing in and we will talk to you next quarter.

Operator

This concludes today’s conference call. You may now disconnect.

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