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SPX (NYSE:SPW)

Q2 2012 Earnings Call

August 01, 2012 8:30 am ET

Executives

Ryan Taylor

Christopher J. Kearney - Chairman, Chief Executive Officer and President

Jeremy W. Smeltser - Chief Financial Officer, Chief Financial Officer of Flow Technology and Vice President of Flow Technology

Analysts

Nigel Coe - Morgan Stanley, Research Division

Terry Darling - Goldman Sachs Group Inc., Research Division

Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division

Shannon O'Callaghan - Nomura Securities Co. Ltd., Research Division

Charles Stephen Tusa - JP Morgan Chase & Co, Research Division

Julian Mitchell - Crédit Suisse AG, Research Division

Jeffrey T. Sprague - Vertical Research Partners Inc.

Ajay Kejriwal - FBR Capital Markets & Co., Research Division

Deane M. Dray - Citigroup Inc, Research Division

Operator

Good day, ladies and gentlemen, and welcome to the Second Quarter 2012 SPX Corporation Earnings Conference Call. My name is Erica, and I'll be your coordinator for today. [Operator Instructions] I would now like to turn the presentation over to your host for today's call, Mr. Ryan Taylor, Director of Investor Relation. Please proceed.

Ryan Taylor

Great. Thank you, Erica, and good morning, everyone. Thank you for joining us. With me on the call this morning are Chris Kearney, our Chairman, President and CEO of SPX; Jeremy Smeltser, our incoming CFO and new Chief Financial Officer; and Patrick O'Leary, our retiring CFO, is also with us today. Patrick, today is wrapping up a hall of fame career.

Our earnings press release was issued this morning and can be found on our website at spx.com. This morning's call is being webcast with a slide presentation, which can also be accessed in the Investor Relations section on our website. The webcast will be available until August 15th, and I encourage you to follow along with the webcast as we reference detailed information on the slides.

In the appendix, we have provided reconciliations for all non-GAAP financial measures included in today's presentation. I'd also like to point out that portions of our presentation and comments are forward looking and subject to Safe Harbor provisions, and please also note the risk factors in our most recent SEC filings.

And with that, I'll turn the call over to Chris.

Christopher J. Kearney

Thank you, Ryan. Good morning, everybody. Thanks for joining us on the call today. Our second quarter results were highlighted by double-digit organic revenue growth in our Flow Technology and Industrial segments, both of which also reporting improved core margin performance excluding the impact of acquisitions. This growth was partially offset by lower revenue and profitability in our Thermal segment, where we continue to face challenging market conditions in power generation.

On a consolidated basis, organic revenue grew 3% year-over-year, driven by 23% growth in Asia Pacific and 1% growth in the Americas. In Europe, overall demand weakened during the quarter, and organic revenue declined 5% year-over-year. We have adjusted our full year expectations to reflect the ongoing uncertainty in the macroeconomic landscape in Europe.

Currency rate changes, particularly the weakening of the euro, were also a notable headwind to our Q2 results and our revised full year expectations. For the full year, we now expect revenue growth in the range of 11% to 15%, down from the previous target of 13% to 19%. As we said, 2012 was a year of strategic transition for our company as we are executing on several actions that we expect to improve our future earnings potential.

I'll begin this morning with an update on the progress we've made on these actions, and I'll provide an overview of the trends in our key end markets. Jeremy will then give a detailed analysis of our financial results.

The integration of ClydeUnion is a key focus for us this year. As we previously discussed, we have identified significant opportunities to improve ClydeUnion's operating performance. In the first quarter, we implemented several initiatives that have led to improved supply chain management and increased production at ClydeUnion key facilities. This had a positive impact on the Q2 financial performance as ClydeUnion's revenue increased 15% sequentially to $144 million with a 3% return on sales. We're pleased with the progress quarter-to-quarter and we expect to see continued improvement going forward.

As part of our improvement plan for ClydeUnion, we initiated restructuring actions during Q2 that include a 5% headcount reduction. We expect savings from these actions to benefit the second half of this year. On the commercial side, we continue to be very encouraged by the consumer reaction to this acquisition. We're now taking quotes that combine ClydeUnion Pumps with other Flow products most notably, control valves.

Moving on to our Transformer investment. We have now taken orders for 26 large power transformers and are pleased to report that in Q2, we delivered the first 3 units out of the expanded plant. We plan to ship an additional 12 units in the second half of the year and expect to increase production in 2013 as we grow into the new capacity. We're also pleased with the early developments in our joint venture with Shanghai Electric. In Q2, the joint venture booked 3 orders for dry cooling units with a combined value greater than $40 million.

The approval process for the sale of Service Solutions is progressing. In June, we received European regulatory approval and we're now in the latter stages of the U.S. approval process. We anticipate the final regulatory requirements will be satisfied over the next few months, and we expect this transaction to be completed shortly thereafter. The after-tax proceeds from this sale are estimated at approximately $1 billion. Once we have received the proceeds, we plan to pay down $350 million of debt and continue our share repurchase program. We completed the first phase of the share buyback program early in the second quarter. Phase 2 allows for repurchases up to $275 million. After these actions, we're projecting about $1.4 billion of liquidity that will provide us significant financial flexibility moving into 2013.

Our strategy is focused on expanding our presence in key Flow and power infrastructure markets that we believe have very attractive growth potential.

Looking at the first half trends in these end markets. In Flow, we have seen strong year-over-year order growth in our oil and gas and food and beverage businesses. We continue to see a high level of global demand for our oil and gas components and aftermarket services, with orders up double digits versus last year. Demand has been particularly strong in the U.S. and in the Middle East.

In food and beverage, order growth in the first half was driven primarily by system orders in Asia Pacific where customers are adding capacity to meet rising consumer demand. We were also awarded some large system contracts in Europe where customers are focused on efficiency and sustainability improvements. In Flow's industrial markets, orders in Europe were down in the first half. However, this decline was offset by order growth in the Americas and Asia Pacific.

In our Power Transformer business, we continue to see strong demand for replacement of aged equipment. Average industry lead times are approaching 8 months. Our capacity for this year is fully committed, and we're now taking orders for shipments in the first half of next year. In July, the U.S. Department of Commerce announced its final determination in the anti-dumping investigation of Korean transformer imports. The Commerce Department set tariffs on Korean imports in the range of 15% to 29%. We expect these tariffs to benefit US-based suppliers. Overall, we continue to be encouraged by the trends in this market.

Looking now at power generation, we haven't seen any significant changes in this market. Investment in the U.S. and in Europe continue to be constrained by regulatory uncertainty, and the opportunities in emerging markets remain highly competitive. The end market trends I just described are reflected in our organic revenue development this year.

On a consolidated basis, organic revenue grew 7% in Q1 and 3% in Q2. Our Flow segment reported 12% organic growth in the second quarter, and it has now recorded 6 consecutive quarters of double-digit organic growth. We expect Flow's organic growth rate to moderate in the second half due to tougher comparisons and lower European sales. Our Industrial segment reported 11% organic growth in Q2, and we expect this growth rate to accelerate as we ramp up transformer shipments in the second half. In contrast, Thermal's organic revenue declined 11% in Q2, reflecting the challenging market conditions in power generation. We expect to see continued year-over-year organic decline in Thermal's revenue during the second half.

Looking now at our first half organic revenue changes by region. Asia Pacific was our fastest growing region, with first half sales up 20% over last year. We also had 6% growth in the Middle East and the Americas were up 4%. Our first half sales into Europe declined 5% organically, reflecting the macroeconomic environment in Europe.

Looking at our ending Q2 backlog. The backlog declined 7.5% sequentially to just under $3 billion. Currency had a 3% impact on the backlog, and organically, the backlog declined 4%. Part of the organic decline was driven by improved revenue conversion at ClydeUnion. We also attribute a portion of the decline to our disciplined approach to large contract acceptance. This approach centers on avoiding contracts that do not meet our profit objectives or carry a higher level of execution risk than we believe is acceptable. It's notable that even with double-digit organic revenue growth, the backlogs for Flow's legacy business and our industrial segment increased organically quarter-to-quarter. Jeremy will provide the backlog detail by segment. And at this time, I'll turn the call over to him to review our Q2 financial results.

Jeremy W. Smeltser

Thanks, Chris. Good morning, everyone. I'll begin with earnings per share. Total earnings per share for Q2 was $0.93. This includes $0.19 from discontinued operations primarily Service Solutions, operating income and related transaction fees. EPS from continuing operations was $0.74. This includes $2.7 million or $0.04 of purchase accounting adjustments related to inventory and backlog step-up charges for ClydeUnion. On an adjusted basis, Q2 EPS was $0.78, modestly better than last year.

Looking at the key year-over-year changes to adjusted EPS. Excluding currency and the purchase accounting adjustments, segment income increased $0.11 over the prior year. This was driven by our Flow and Industrial segments, which reported increased segment income of $0.28 and $0.09 respectively. This improvement was largely offset by a $0.25 decline in Thermal segment income. Currency rate fluctuations were an $0.08 headwind, and restructuring expense increased $0.06 over the prior year. Increased interest expense versus last year was offset by a lower tax rate. And other items were a net $0.04 benefit to the quarter. This was primarily due to increased equity earnings.

On a consolidated basis, we reported $1.3 billion of revenue in Q2, up 11% from the prior year. Currency translation was a 5% headwind and is the primary reason our reported revenue was modestly lower than our expectations. Acquisitions contributed 13% growth and organic revenue increased 3%. Segment income margins were 9.4%, down 80 points versus the prior year due to dilution from the ClydeUnion acquisition. Excluding ClydeUnion, Q2 segment margins were flat.

Moving on to the segments, beginning with Flow. Reported revenue for Flow increased 37% to $677 million. Acquisitions contributed $155 million, a 32% increase. Organic revenue grew 12% year-over-year and currency was a 6% headwind. The organic growth was driven by our execution of large-scale food and beverage systems in Asia Pacific, as well as strong U.S. component sales into the oil and gas and industrial markets. This more than offset the weakness we experienced in Europe, which was primarily concentrated in industrial applications. Excluding the $2.7 million purchase accounting adjustment at ClydeUnion, Flow's segment income increased 28% over last year and represented about 60% of our consolidated segment income. Core margins improved 120 points to 12.7% benefiting from leverage on the organic revenue growth and increased pricing. The Q2 margins also reflect improved sequential performance in our European factories. ClydeUnion's second quarter results diluted Flow's overall margins by 200 points.

Looking specifically at ClydeUnion, reported revenue was $144 million, up 15% from Q1 on improved supply chain management and increased throughput at the key manufacturing plants. Year-over-year revenue was up 16%. Operating profit was $5 million or 3% of revenue. The margin performance at ClydeUnion is being impacted by low margin projects that were in the acquired backlog. Many of these projects are longer-cycle jobs that will continue to impact our second half results. The ending Q2 backlog was $477 million. This is down 10% sequentially partially due to currency, which reduced the backlog by $14 million. The increased plant production and improved discipline we implemented around contract acceptance, particularly for the longer cycle lead jobs also had an impact on our backlog. From a demand perspective, we continue to see strong customer interest for ClydeUnion Pumps and aftermarket services. About 50% of the first half order intake has been in the aftermarket, which should benefit our second half profitability. And as Chris mentioned, our conversations with customers interested in combined product offerings continued to increase.

We are encouraged with the sequential progress at ClydeUnion and we expect to see continued operational and financial improvement as we move forward.

Looking at our second half expectations, we are targeting about $300 million of revenue with margins around 10% or better. These expectations assume continued improvement in operating execution, benefits from our lean and supply chain initiatives and cost savings from the restructuring actions. We expect the Q4 margins to be particularly strong due to a seasonally higher mix of aftermarket sales. For the full year, we have reduced our revenue and operating profit expectations. We are now targeting $560 million to $580 million of revenue and $35 million to $40 million of operating profit. Our EPS accretion estimate for the year is now $0.10 to $0.15 per share. In addition to lower operating profit, this also reflects an $0.08 increase in restructuring costs and a $0.02 reduction due to currency. We expect the integration of ClydeUnion to be substantially complete by the end of this year. The integration is expected to result in a streamlined operating structure, improved supply chain management, increased manufacturing productivity and a higher quality backlog. We continue to be excited about the future growth opportunities and margin potential for ClydeUnion, as well as our power and energy platform within the Flow segment.

Looking at the total backlog for Flow, the ending Q2 backlog was over $1.4 billion. This is down 5% from Q1 due primarily to currency and ClydeUnion. Excluding currency, the legacy backlog increased 1%, a very good result given the 12% organic revenue growth reported in Q2. Flow's book-to-bill in the quarter was about 1 to 1. As Chris mentioned, we continue to see strong order activity in most end markets and geographies, with the industrial markets in Europe being the most notable exception. The Q2 ending backlog gives us good visibility to second half revenue.

We are targeting about $1.4 billion of revenue in the second half of the year, up about 8% over the first half. This is consistent with the historical seasonality of our Flow businesses and supported to a large degree by our backlog visibility. 70% of the second half revenue projection is in the backlog. We expect margin in the second half to improve about 300 points sequentially to between 12% and 13%, with the primary driver being ClydeUnion's profitability improvement.

Looking at the full year, we have revised Flow's full year targets to reflect currency changes, a weaker demand in Europe and our updated assumptions for ClydeUnion. For the full year, we are targeting 30% to 35% revenue growth. This assumes a 3% currency headwind and about 30% growth from acquisitions. We are targeting margins to be between 10.9% and 11.4% for the year.

Moving on to our Thermal segment. Thermal reported $350 million of revenue in Q2, down 19% over last year. Currency reduced reported revenue by 6%. Organic revenue declined 11% due primarily to lower cooling system sales, particularly in the U.S. where we executed some large retrofit projects in Q2 last year. In addition, we had lower service sales year-over-year in Europe. As a reminder, our dry cooling system business in China is now on a joint venture with Shanghai Electric. In Q2 last year, we've reported about $7 million of dry cooling revenues in China.

Segment income was $16 million or 4.6% of revenue. The decline in profitability was due primarily to the reduction of higher-margin cooling system revenue versus the prior year.

Thermal's backlog at the end of Q2 was about $960 million, down 15% from Q1. 1/3 of this decline was due to the change in currency rates, particularly the euro and South African rand. Through the first half of this year, orders for the Thermal segment are up 7% over last year and book-to-bill was 0.9x. This excludes the joint venture orders. Our joint venture with Shanghai Electric was awarded 3 dry cooling orders in Q2, totaling $42 million, and we are quoting on additional opportunities. As we've said in the past, quarterly comparison in this segment are often influenced by the timing of large projects and are not necessarily the best indicators of market conditions. As Chris mentioned, we didn't see any material change in the power generation market, which, though challenging, has been stable now for several quarters.

Thermal's first half revenue declined 11% over the prior year. The decline was about half organic and half currency-related. We expect this rate of year-on-year decline to be consistent in the second half. On a sequential basis, we expect to see increased revenue and profitability in the second half driven by our typical seasonality, as well as a higher volume of cooling and service sales. This seasonality is due in large part to our short-cycle personal comfort heating businesses that generate the majority of their revenue and profit in the second half of the year.

For the full year, we have reduced our targets to reflect the Q2 results and changes in currency rates. In 2012, we are now targeting revenue to decline 10% to 13% with margins at about 7.5%.

Moving on to our Industrial segment. Second quarter revenue was $233 million, up 10% over Q2 last year. Organic growth was 11% and currency was a 1% headwind. The organic revenue increase was driven by our Power Transformer business, which reported 20% organic growth on higher volume and modestly better pricing. Increased sales of aerospace components were also a key driver of the organic growth. This growth was partially offset by a decline in sales of fare collection systems. Segment income increased $6 million or 25% over last year to $30 million, and margins improved 160 points to 13%. The increased profitability was due primarily to leverage on the organic revenue growth, as well as modestly higher pricing on transformer shipments. Net start-up costs related to large power expansion were $3 million, down slightly from Q1 as we have begun to absorb these costs.

As Chris mentioned, we recorded our first 3 shipments out of the expanded plant during Q2. The backlog at Industrial increased 2% during the quarter to $484 million, driven primarily by our transformer backlog, which was up 11% sequentially. Replacement demand in the U.S. Power Transformer market remains strong, and we continue to see positive overall trends in this market. Average industry lead times are approaching 8 months and our lead times remain between 8 and 12 months depending on the size and complexity of the order. We estimate that the average age of the installed base in the U.S. is over 35 years, with some Transformers as old as 50 to 60 years, well past their engineered life expectancy and at high-risk of failure. Historically, when industry lead times approach 1 year, we have seen a sense of urgency by our customers to replace aged equipment in the advance of potential failures. Sentiment across many of our utility customers indicates that they plan to increase annual transformer replacements beginning in 2013. Based on this feedback, recent order trends and historical cyclicality, we continue to view this as an attractive growth market. The investment we made to expand our facility and increase our capacity to produce larger sized transformers appears well-timed. Pictured on this slide is one of the first units we shipped out of the expanded facility. One of our employees is standing next to the transformer to give you a sense of just how large these units are. We shipped 3 units out of the expanded facility in Q2 and are on track to ship another 12 units in the second half. These first 15 shipments are smaller-sized large power units. Some of our recent orders have been for higher-rated transformers.

We plan to ramp up production and increase our design capabilities over the next few years. At full capacity, we are targeting annual revenue in the range of $150 million to $200 million. If you'd like to see our expanded facility, we are inviting investors and analysts to Wisconsin on September 11 for a presentation on our Transformer business and a plant tour. We plan to issue a press release later this week that includes details for this event and registration instructions. We encourage you to attend so that you can see the manufacturing process in person.

Looking at our revised expectations for the Industrial segment this year. In the second half, we are targeting over $500 million of revenue, with margins improving to 13.5% to 14.1%. The increase in large power transformer shipments is a key driver of our second half revenue growth. We have modestly reduced our full year targets for the industrial segment to reflect delayed orders in some of our higher-margin businesses. We now expect revenue to grow 10% to 13% over the prior year, with margins up 30 to 60 points.

Now I'll briefly discuss our 2012 targets on a consolidated basis before I turn the call back over to Chris. In Q3, we are targeting revenue to grow 8% to 12% to about $1.3 billion. Acquisitions are expected to increase revenue by approximately 13%. Our targets assume recent currency rates, which would reduce revenue about 4% in Q3 over the prior year. We are targeting $135 million to $142 million of segment income, with the reduction from the Thermal segment continuing to mute increases in other businesses. Segment income margins are targeted to be between 10.5% and 11%. This includes dilution from acquisitions. We are modeling Q3 using a 28% effective tax rate and just under 51 million shares outstanding. We have also updated our consolidated pro forma modeling target for the year. This framework assumes that the annualized impact of the debt reduction and share repurchases that we plan to complete in conjunction with the sale of Service Solutions. We're targeting total revenue of about $5.1 billion. This assumes a 3% year-over-year headwind from currency and about 13% growth from acquisitions.

Segment income margins are expected to be between 10.3% and 10.7%. We estimate ending the year with a diluted share count of about 47 million shares, and we are currently using a 28% effective tax rate for long-term modeling. Our ending cash balance for Q2 was $328 million, and we're targeting about $300 million of free cash flow from continuing operations in the second half of this year. And we expect the after-tax proceeds from the sale of Service Solutions to be approximately $1 billion. Once we have received these proceeds, we plan to commit $350 million to debt reduction and $275 million to additional share repurchases.

We completed the first phase of our share repurchase plan early in Q2. Year-to-date, we have repurchased about 1 million shares. Phase 2 will be in effect following the sale of Service Solutions. After these actions, we estimate having $1.4 billion of liquidity and we'll evaluate additional capital allocation actions consistent with our methodology. At the end of Q2, our gross leverage was 3.4x and our net leverage was at 2.9x. We expect our leverage ratios to decline significantly during the second half of this year through debt repayment and increasing EBITDA.

That completes our financial analysis. I'll turn the call back over to Chris for closing remarks.

Christopher J. Kearney

Thanks, Jeremy. So in summary, we are in a year of transition as we focus on executing the strategic actions that are in process. We made good progress on these actions in the first half and we expect them to have a positive contribution to our financial performance in the second half. Our Flow Technology and Power Transformer businesses reported strong growth in the first half and we expect that to continue. On a consolidated basis, we're targeting revenue and earnings to increase sequentially in the second half of this year. We're in a strong financial position and expect to have about $1.4 billion of liquidity by the end of this year that will give us flexibility to evaluate additional strategic actions. Going forward, we expect to maintain a high level of discipline with regard to capital allocation, consistent with our historical track record.

Before we conclude, I would like to publicly thank Patrick for his many contributions to SPX over the past 16 years. He has been an excellent CFO and leader for SPX, as well as a very dear friend to me. We wish him all the best in retirement.

That concludes our prepared remarks. And at this time, we'll open the call for questions.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from the line of Nigel Coe.

Nigel Coe - Morgan Stanley, Research Division

So Chris, you mentioned expectation of the Service Solutions sale closes in the next few months, and so we work in the assumption that it would close in the next month or so. Can you just maybe talk about what's delaying the approval from the U.S. side?

Christopher J. Kearney

Yes. I -- there are some things in life I can't control, Nigel, and the timing of the regulatory process is certainly one of those. We're pleased that we've got the European approval behind us and the approval process in the U.S. is progressing and we expect it to close. We're in the latter stages as I mentioned in my comments.

Terry Darling - Goldman Sachs Group Inc., Research Division

And I mean, are there any -- do you think there's any conditions that might be attached to the approval?

Christopher J. Kearney

I can't comment on that, Nigel. I -- it would be -- that's completely within the purview of the FTC, and I respect that process.

Nigel Coe - Morgan Stanley, Research Division

Sure, yes, absolutely. I guess, as a lawyer, you know this totally well. The -- and then the plan is pretty back-end loaded, particularly at ClydeUnion. And you mentioned the pricing issues and the backlog when you bought the business. But if you look at the first half and the second half here, you converted virtually 100% of the revenue uptick into profits, and I'm just wondering what's actually driving your confidence so you can get that kind of conversion?

Christopher J. Kearney

Well, a couple of things. First of all, we've invested a lot of time and money in improving the processes, improving the manufacturing efficiency, throughput in the factories and getting the benefits of the supply chain synergies that we thought would be there. But if you look at the backlog, Nigel and how that progresses over the back of the year, much of the revenue in the second half of the year is aftermarket, which does carry higher margins. And so increased -- improved execution in the facility and a higher margin mix of product in the second half of the year.

Jeremy W. Smeltser

I'd also add, Nigel, we did initiate some level of the restructuring that we mentioned in Q2 but expect to begin to complete that process in Q3, which will benefit Q4 more than any other quarter in the year.

Nigel Coe - Morgan Stanley, Research Division

And how does the mix of aftermarket versus OE compare first half versus second half? Is it a material difference?

Jeremy W. Smeltser

It is material, yes.

Nigel Coe - Morgan Stanley, Research Division

Can you give us some numbers there?

Jeremy W. Smeltser

Well, in total, we've said in the past that 30% to 40% of the business is aftermarket and 60% to 70% OE, depending on the year and the quarter. I would suggest that, that mix would probably completely shift in the second half of the year, particularly Q4 where well over half the revenues should be in the aftermarket.

Nigel Coe - Morgan Stanley, Research Division

Okay. And then just the comments on the contract discipline relating to the backlog erosion, is that mainly at ClydeUnion or would you say it's a little bit wider spread?

Jeremy W. Smeltser

I think focused on ClydeUnion is where we were directing our comments.

Operator

Our next question comes from the line of Mike Halloran.

Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division

So just sticking with the ClydeUnion theme, when I think about the back half of the year, how much of your expectations on an organic basis really changed? Excluding the FX side, obviously some of the downside and that operational $0.05 to $0.10 that you're expecting to be lower than the previous guidance is going to be embedded in the second quarter here and a little bit in the first quarter. So has the back half organic opportunities really changed that much?

Jeremy W. Smeltser

Yes, not really, particularly from an actual volume -- demand perspective, I should say, Mike. I mean, it's -- this is really about timing of getting those revenues through the plants. We mentioned that we saw a little bit lighter OE orders in Q2, but in reality, that won't have any impact on 2012. That's more of a 2013 impact. So we're in pretty good shape as it relates to the backlog for the second half of the year.

Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division

And then on that order commentary for Clyde specifically, maybe just a little talk on the end market dynamics there. Are you seeing any hesitancy on the larger contract side given the environment? It sounds like your competitor is seeing reasonable trends, you seem to be having a reasonable outlook as well, maybe just a little color there.

Jeremy W. Smeltser

Yes, I would say both in upstream and downstream oil in particular, pretty strong. We haven't seen much hesitancy in that market on large project basis. We've probably seen a little bit of hesitancy on closing out large projects in food and beverage systems in Q2, but not so much on the oil and gas side. Certainly power generation in ClydeUnion has remained soft from an order perspective.

Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division

And then last for me. On the Shanghai Electric JV, you talked about the $40-plus million of bookings you had so far. Maybe you could talk about the quoting activity, the pipeline and how much that's changed since this joint venture was actually consummated.

Christopher J. Kearney

You're speaking specifically of Asia Pacific?

Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division

Pardon?

Christopher J. Kearney

Are you speaking specifically, Mike, of Asia Pacific order activity or globally?

Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division

Specifically on the Asia Pacific opportunity.

Christopher J. Kearney

Yes, what I would tell you about that is that the strategy that we articulated with respect to the Shanghai Electric joint venture is playing out, I think, frankly, as well as we could expect and perhaps a little bit better when you consider the traction that we've gotten already with 3 sizeable orders. And so remember, our strategy going into this was that those markets -- those developing markets where the new build activity is have become very competitive, because there's not a lot of activity in other parts of the world. And so with the activity for new power development being there, that obviously has created a much more competitive environment. What we wanted to be able to create for ourselves by partnering with the big player like Shanghai Electric was we wanted to try and get a competitive advantage by being able to combine with them and provide an upfront total solution to customers as opposed to being among the pack of independent bidders on the back end of the project for the types of equipment that we provide. That strategy seems to be playing out. It's manifested itself and it's been validated by the orders that we've received to date. And with respect to other opportunities, I think there is a significant pipeline of opportunities in the broad Asia Pacific market. Not just China, but in the broader Asia Pacific market. So we think over time, this strategic combination that we have with Shanghai Electric will prove to be a pretty good one.

Operator

[Operator Instructions] Our next question comes from the line of Shannon O'Callaghan.

Shannon O'Callaghan - Nomura Securities Co. Ltd., Research Division

On some of the other moving parts as we go through 3Q to 4Q, one would be the timing of kind of the large power shipments that you're talking about and the absorption of start-up costs there and maybe also on ClydeUnion, clarifying a little bit more of this $0.78 is actually, I mean, special charges. But maybe the 3Q, 4Q weighting of the expense and savings on ClydeU.

Jeremy W. Smeltser

Yes, I think the $0.08, first of all, is in special charges, Shannon, you're right. And it will be concentrated more in the third quarter than the fourth. On the Industrial segment, yes, exactly right. Again, we expect based on the backlog both in medium power but also the expected timing of shipments in EHV that Q4 will be sequentially improved over Q3.

Shannon O'Callaghan - Nomura Securities Co. Ltd., Research Division

So the 12 units, is that mostly coming in 4Q?

Jeremy W. Smeltser

No. I mean, we'll ship some in Q3. And in fact, if you come up in September, I expect you'll see some on the floor. But I think Q4 will be our largest shipment quarter for those units. And obviously they do come at a higher price tag so that'll drive revenues and leverage a little bit higher in Q4.

Shannon O'Callaghan - Nomura Securities Co. Ltd., Research Division

And then just on the core Flow margins, I mean you saw a nice improvement there and obviously solved some of the European issues from last quarter. It seems like you're getting a lot of systems wins and everything. I mean, you expect good margin improvement there or how's the -- how do you think about the operational issues, as well as maybe systems mix on the margin going forward?

Jeremy W. Smeltser

Sure, yes. I mean, I think based on what we see, the systems mix in the second half will probably be slightly better than the first half. We did see improvement in Europe as you mentioned and obviously it's evident in the Q2 core margin performance. So we're pleased with that. There's still some work to do there, and I expect it can get slightly better. I will tell you in the Americas in particular, we have some pretty challenging margin comparisons in the second half. If you remember last year, I think in Q4 in particular, we delivered about 15.5% margins, which some of that was driven by one particular large project in the Americas. So I think the year-over-year performance will be a little bit more challenging than it was in Q2. But sequentially, we expect to continue to improve.

Operator

Our next question comes from the line of Steve Tusa.

Charles Stephen Tusa - JP Morgan Chase & Co, Research Division

The share count. I guess, just explain how you guys are going to get to the kind of targeted lower share count. What do you expect the exit rate to be especially with the delay in the close now?

Jeremy W. Smeltser

Well, we would expect, based on what we said today, that the exit rate would essentially be the $47 million dilutive shares. So that wouldn't be the average for 2012 but that would be more of the baseline for projecting 2013. And what that basically assumes is that we would complete most, if not all, of the remaining $275 million in this calendar year.

Charles Stephen Tusa - JP Morgan Chase & Co, Research Division

Okay, great. And then the -- for the Thermal business, I guess, the second half ramp assuming kind of you guys hold the SG&A flat, the gross margin has to average something in kind of the 24% range, which is obviously an area you guys haven't hit since like 2010. So is there something about the mix or raw materials or something in the back half of the year that gives you guys confidence in that margin?

Jeremy W. Smeltser

Yes, there is. I mean, the backlog and the mix we have, coming especially in the personal heating businesses, we think will drive that. I think the other important thing to point out, Steve, and it's probably not evident looking at the second half of 2011, we did have a large $14 million charge in Q4 2011 for a South Africa-related project. And so if you exclude that charge from last year, Thermal's second half margins were actually over 11%. So on a true comparable basis, we're actually expecting modestly lower margins this year.

Charles Stephen Tusa - JP Morgan Chase & Co, Research Division

Okay, that's very helpful. And then lastly, just on the backlog dynamics within Thermal. You didn't book anything new in South Africa, obviously. So we can just -- the South Africa revenues, we can just use the change in the backlog there and then adjust for currency?

Jeremy W. Smeltser

That's true, yes.

Charles Stephen Tusa - JP Morgan Chase & Co, Research Division

Okay. So the non-South Africa book-to-bill in the quarter was?

Jeremy W. Smeltser

I don't have that number handy, Steve, but we can certainly get it to you.

Operator

Our next question comes from the line of Julian Mitchell.

Julian Mitchell - Crédit Suisse AG, Research Division

I just have a question. If we look at the Industrial business, yes, you mentioned some pushouts around -- or revenue weakness on fare collection, and I just wonder if you could give an update on the non-transformer businesses in general within Industrial and how you see the outlook for those going, I guess, into 2013.

Christopher J. Kearney

Yes. It's -- so the fare collection business is city-by-city, project-by-project business that's due in large part to funding provided through the federal transportation bill. That has been delayed. It’s now -- what that's caused, Julian, is it's caused things to be pushed out into the end of 2013. And likewise, we're seeing projects in our solar business move out of the year, too. So project delays are impacting a couple of those businesses that are good margin businesses, and it's just really timing delays on the projects.

Julian Mitchell - Crédit Suisse AG, Research Division

Okay. But there's nothing that causes you to sort of think the 12 or 18 month outlook in any of those businesses is...

Christopher J. Kearney

No, no. It's not -- the business profile isn't changing in terms of business going away, it's business projects being delayed.

Julian Mitchell - Crédit Suisse AG, Research Division

Okay. And then on Thermal, how much of the sort of the backlog moves that you're seeing are pricing related? Because I guess, if you look at the OEMs, some of them are talking about price getting better. Most frankly are just saying pricing is just as bad as it was. How is pricing for you guys in the Thermal?

Jeremy W. Smeltser

Well, in large projects, Julian, it certainly has remained challenging. And there are a number of large projects that have been awarded that frankly we weren't willing to participate at the price levels where the market was headed. So that's the big issue that we face, as overall global demand in the market is at a point where competition really heats up. And so that's been certainly impactful to our backlog. I wouldn't call it so much on the orders that we're taking that it's a significant price move down that's impacting the dollar amount of the backlog, but more of the competitive environment.

Operator

Our next question comes from the line of Jeff Sprague.

Jeffrey T. Sprague - Vertical Research Partners Inc.

I just wonder if a little bit more detail on the Transformer business, in particular the comment about lead times, is that a medium voltage comment?

Jeremy W. Smeltser

It is, yes.

Jeffrey T. Sprague - Vertical Research Partners Inc.

And can you give us some sense at how medium voltage actually performed in the quarter and what you're expecting in the back half?

Jeremy W. Smeltser

Well, from -- you're talking about, Jeff, from an order perspective or from an income statement perspective?

Jeffrey T. Sprague - Vertical Research Partners Inc.

The question is really more from a P&L standpoint, but interested in kind of the order activity and kind of price dynamics also that you're seeing.

Jeremy W. Smeltser

Sure. So I'll start on the P&L side first. I mean, we did see 20% organic growth in Q2 in that business. And we only shipped 3 EHV units, so most of that was obviously driven by medium power, including some modestly better pricing year-over-year. And we expect that sequentially to improve in each quarter of the year, as I mentioned earlier. From an order dynamic perspective, what we saw overall in Q2 in particular was a rather stable environment, both from a volume and pricing perspective. And as it relates to expectations for the second half of the year, our revenue that we're forecasting and profitability is essentially in backlog, so more impactful to 2013. But based on what we see in the markets and our commentary around what we're hearing in our customer base, we expect good things out of the order trends over the next 12 months and beyond.

Jeffrey T. Sprague - Vertical Research Partners Inc.

And then just back to Thermal margins one more time, I mean, looking at the margin rate in this quarter, is there any reason to think that there's stuff in backlog that we see hit the P&L in the next 2 to 4 quarters that takes these margins even lower or is kind of the margin mix in backlog versus kind of the incoming activities starting to kind of level out?

Jeremy W. Smeltser

I would say similar to last year, we do expect to see pretty sharp improvement from first half to second half, and that's mostly based on what's in backlog and our expectations in the boiler and personal comfort heating business.

Jeffrey T. Sprague - Vertical Research Partners Inc.

Yes, I'm sorry, I meant really more on the kind of the power stuff, putting...

Jeremy W. Smeltser

Yes. I mean, most of that margin improvement would be contracts that we see in the backlog or that we're close to executing on.

Operator

Next question comes from the line of Ajay Kejriwal.

Ajay Kejriwal - FBR Capital Markets & Co., Research Division

So maybe if I could follow up on ClydeUnion and the ramp in the aftermarket mix. So what do you expect in the second half? Is that just for this year or is it more typical of that business in how the aftermarket business ramps up in the second half?

Jeremy W. Smeltser

Yes, historically, that business has been much stronger in the second half of the year for the aftermarket side. So I expect that will continue. We have a number of other factors that we've talked about on this call and on our Q1 call that are negatively impacting the first half profitability. So I wouldn't expect going forward on a more stable operating environment that the ramp would be so big each year though, Ajay.

Ajay Kejriwal - FBR Capital Markets & Co., Research Division

Okay. And then Chris, maybe if you can talk about the philosophy on capital allocation. I know you have this plan for the second half. But given where the stocks trading and you have a lot of liquidity at the end of the year, so what are the thoughts between buying back shares versus acquisitions into next year?

Christopher J. Kearney

Well, as you know, Ajay, we've got a pretty significant plan to repurchase shares between now and the end of the year that are tied to the proceeds from the Service Solutions sale. That said, even with that portion of the proceed committed to share repurchases, we still have considerable -- we project considerable liquidity by the end of the year, as we've mentioned several times in the presentation. And I think that gives us the flexibility to do a number of things. We have consistently marched down a path of building this very attractive Flow business. The first venture was in food and beverage, beginning with the APV acquisition and the acquisitions that came subsequent to that, that has played out very nicely. We fully expect the same to develop with ClydeUnion because we see that market, power and energy as being just as attractive for future growth. And then when you look at the Industrial part of our Flow business, there are likewise, we believe, many attractive opportunities to roll up some very attractive niche businesses around the world and continue to build that part of the Flow platform or the Flow business, I should say. And so, our choices, obviously, are always stock repurchases versus acquisitions that we think advanced the strategy and really increased our relevance in the markets that are attractive to us. But at the end of the day, we are committed to building this company around the Flow platform, and we think there are opportunities out there. In the past, we have been very disciplined about the process that we apply to capital allocation. I think that has served us and our shareholders very well. We expect that going forward, we'll exercise that same discipline. But I think you have to look at where we are in this year, and we've described it consistently as a year of transition as we transition SPX, I think, to a much better, stronger company built around Flow. And our intention is to continue down that path, but we'll do it in a very disciplined way.

Ajay Kejriwal - FBR Capital Markets & Co., Research Division

And you see acquisition opportunities -- there have been a couple assets that went away in Flow, but it sounds like there are lots of other opportunities you're seeing there.

Christopher J. Kearney

We believe there are lots of opportunities and we're pretty well aware of what's going on in that space around the world. And we're -- again, we're pretty disciplined about what we do in connection with those opportunities.

Operator

Our next question comes from the line of Terry Darling.

Terry Darling - Goldman Sachs Group Inc., Research Division

Chris, maybe to follow on that capital allocation discussion with any update on how you're thinking on the divestiture side from a timing and otherwise perspective.

Christopher J. Kearney

Yes. Specifically, we can't obviously comment on any disposition opportunities in advance of actually coming to that conclusion. And we -- I would look to the past, Terry, in terms of what we've done with this company in terms of how we've shaped it to where it is today. And so the answer to the question that I just provided was focused on the acquisition front. On the disposition front at SPX, we have likewise been very disciplined and very timely, witness the Service Solutions transaction, which I think was a great deal for our shareholders and a great deal for the acquiring company. And so, we are very balanced in terms of how we look at those opportunities on both sides of the ledger and when the right opportunities come along for us to better position the company and better position businesses within SPX, we're going to do that. But while we own the businesses that we own, we have been very committed to continuing to invest prudently in those businesses and run those businesses in the best interest of our customers, our end markets and our shareholders, and we're going to continue to do that. But I think the history that we have here in terms of building SPX really speaks for itself. That hasn't changed. The disciplines haven't changed. And I think the opportunities ahead of us are really pretty attractive.

Terry Darling - Goldman Sachs Group Inc., Research Division

Okay. Then shifting over to question on ClydeUnion orders. I think there was a bullet in describing the drivers of the decline related to increased contract discipline, presumably that's -- you're looking for a little bit better pricing on the forward. Can you comment on that a little bit more from the standpoint of how you might be thinking about organic growth in 2013. Is there a structural step-up in pricing expectations where you're going to have a revenue for higher profit trade-off in the thinking for 2013?

Jeremy W. Smeltser

Sure, Terry. And it is somewhat pricing, but it's also Ts and Cs, and it's also project complexity frankly. What we've said in the past, and I think it still holds true, is that 2012 is likely the real step function change in the ClydeUnion revenues based on where the backlog was and how order rates have been year-to-date. So that revenue target of $560 million to $580 million is up from around $430 million or so last year. We expect in 2013 and beyond that for the growth rate to moderate back to something more in line with the overall market.

Terry Darling - Goldman Sachs Group Inc., Research Division

To kind of mid single digit. So there's not a big trade-off that can help profit in the mix there as you look forward?

Jeremy W. Smeltser

No. I mean, I think -- I do think that the changes that we're making will be a positive for overall profitability in coming years. But I don't think there's a big trade-off we're going to have to make because we never expected to grow the business in a 30% to 40% clip into perpetuity.

Terry Darling - Goldman Sachs Group Inc., Research Division

Okay. And then lastly, Chris, I'm wondering if you might provide a little color on how you might be thinking about the top line outlook for Thermal in 2013. I know that second quarter orders tend to be seasonally a bit weak. You've characterized the overall environment kind of as stable, but perhaps, you can talk a little bit more about what your expectations or what sort of front log on orders looks like in the second half and any thoughts on '13.

Christopher J. Kearney

Well, we're not going to obviously give partial guidance 2013 with respect to particular segment, but I will tell you this. I think, Terry, that in the developing markets around the world, the opportunities and the quoting activity is pretty active albeit very competitive. And as I spoke to this issue earlier in the call, we would -- we try to address our -- address that situation and make ourselves more competitive by virtue of the strategic alliance that we've done with Shanghai Electric and the less formal arrangement that we have with some other key EPCs around the world, particularly in Korea. So I think with respect to the front log activity and the quoting activity in those developing markets, it is active. We expect it will remain active. If you stand back and look at this market globally, the underlying drivers and the dynamics are still quite attractive. I mean, there is a need to build out significant new capacity in developing markets around the world and there's a very strong need to replace aged existing infrastructure in Europe and the United States. And so slow growth in the United States and even slower or no growth in Europe has really, along with just some mix regulatory policy, has really been a significant impediment in those markets. But at the end of the day, that has to come. And to predict exactly when that market turns, I can't tell you that obviously. But I can tell you that over the long term, that power market globally is quite attractive, and the business that we have is quite well positioned to take advantage of those opportunities. The nature of that business is such that it becomes hard to predict quarter-to-quarter exactly when orders hit. There can be a lot of order activity but the timing of when those get awarded, as you know, is sometimes very difficult to predict. And then the timing of those projects as they progress is likewise sometimes difficult. But overall, the dynamics are strong. And all we can do is to continue to invest in that business and position ourselves strategically so that we have as good a competitive position as anybody.

Terry Darling - Goldman Sachs Group Inc., Research Division

Maybe just one more in there, the South Africa backlog you called out at $395 million. How much of that would you expect to book as revenues in 2012?

Ryan Taylor

We're booking about -- we've got roughly $100 million more for the second half in South Africa this year, Terry. This is Ryan. And then next year, we'd expect to do around $200 million of that backlog with the remainder trailing into the first part of 2014. And just a reminder, that South African backlog for Thermal, we do revalue that based on currency movements and raw material prices every 90 days. But getting back to Steve's follow-up question around book-to-bill for non-South Africa backlog in Thermal or backlog and revenue, in Q2, it was about 1x.

Operator

Our next question comes from the line of Deane Dray.

Deane M. Dray - Citigroup Inc, Research Division

I’d be interested in hearing more about your success in go-to-market in Flow on combined product offerings, and that was originally a thought that you could see some traction and both pumps and control valves. So just if you could flesh out what the success has been, what type of customers that you've had the success with and whether you're getting any collectively better pricing when you combine the solutions offering?

Jeremy W. Smeltser

Well, I think it's still pretty early in that process, Deane. I just want to temper kind of expectations there. Those are long selling cycles in these large projects. So the positive commentary is mostly anecdotal at this point, but it's real conversations with our customers. And those customers would be large oil and gas, EPCs and end-users who were combining a key account strategy in power and energy, oil and gas in particular, like we've done with food and beverage overtime. So I think that's more of a benefit as we look into the out-years than it is 2012.

Deane M. Dray - Citigroup Inc, Research Division

Is there a particular end market that would be more receptive to the combined product offerings?

Jeremy W. Smeltser

I think there's opportunity in oil and gas across-the-board with the control valves, as we mentioned, but also plenty filtration equipment, the chemical injection skids. And also there's opportunities in power, both within Flow, if you think about our plate heat exchangers, and potentially within the Thermal segment. And those are all the things that we're working on in the integration this year.

Deane M. Dray - Citigroup Inc, Research Division

And then over on the Shanghai Electric joint venture, I might have missed this, but out of those 3 contracts for dry cooling, could you characterize who the customers were with these that Shanghai Electric brought to the table? Did you already have a line of sight on these contracts yourself prior to the joint venture? Trying to get a sense of how much of Shanghai Electric has been a difference maker in landing these contracts.

Christopher J. Kearney

Yes. They're major power -- provisional power providers in China. They're customers, Deane, that we would have -- individually had customer relationships with, but likewise, Shanghai Electric would as well.

Deane M. Dray - Citigroup Inc, Research Division

Is that true on the ones that you think are in the near term?

Christopher J. Kearney

For the most part, I would believe that to be true, yes.

Jeremy W. Smeltser

I think the customers are ones that we both -- both parties have experience with.

Ryan Taylor

Thanks, Deane. This is Ryan Taylor. Unfortunately, we're out of time for our call. We still have some people in the queue. If you'd like to ask more questions, I'll be available all day just as usual. But at this time, we do have to conclude the call. We thank you for your participation, and we'll talk to you again soon.

Operator

Thank you for your participation on today's conference. This concludes the presentation. Everyone may now disconnect, and have a great day.

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