Kate Lowrey – Director of Investor Relations Vic Richey – Chairman, Chief Executive Officer Gary Muenster – Executive Vice President and Chief Financial Officer.

Jon Tanwanteng – CJS Securities Ben Hearnsberger – Stephens.

Good day and welcome to the ESCO Fourth Quarter 2016 Conference Call. Today’s call is being recorded. With us today are Vic Richey, Chairman and CEO; Gary Muenster, Vice President and CFO. And now, to present the forward-looking statements, I would like to turn the call over to Kate Lowrey, Director of Investor Relations. Please go ahead..

Thank you.

Statements made during this call regarding 2017 and beyond EPS, EBITDA, EBIT, EBIT margin, tax rate, one-time charges, growth, profitability and revenue, operating margin, cash flow, orders, success of new products, sales, acquisitions, implementation of the Company’s capital allocation strategy, the results of recent acquisitions, corporate costs and other statements which are not strictly historical are forward-looking statements within the meaning of the Safe Harbor provisions of the federal securities laws.

These statements are based on current expectations and assumptions and actual results may differ materially from those projected in the forward-looking statements due to risks and uncertainties exist in the Company’s operations and business environment, including but not limited to the risk factors referenced in the Company’s press release issued today which will be included as an exhibit to the Company’s Form 8-K to be filed.

We undertake no duty to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise. In addition, during the call, the Company may discuss some non-GAAP financial measures in describing the Company’s operating results.

As a reconciliation of these measures to their most comparable GAAP measures can be found in a press release issued today and found on the Company’s website at www.escotechnologies.com, under the link Investor Relations. Now I’ll turn the call over to Vic..

Thanks, Kate, and good afternoon. I’m very happy with our results in fiscal 2016. Not only with the financial results but also what we accomplished a better position a company for 2017 and beyond. We did accomplished our financial goals with EPS come in at $2.03 per share with strong cash generation.

And we successfully completed some very difficult restructuring actions while adding three new good foot acquisitions to our portfolio. Bottom line, we accomplished what we committed to going into the year. I will turn it over to Gary for a few financial highlights before providing you with my detail perspective on 2016 and our outlook for 2017..

Thanks, Vic. At the start of the year, we identified certain restructuring actions, which would be implementing throughout fiscal 2016. We described and quantified these actions in detail as well as identifying the annual cost savings anticipated once they were completed.

These costs were excluded from our original guidance provided last November and we described how we present our 2016 quarterly and annual operating results on both in the EPS - As Adjusted basis, as well as GAAP basis.

As noted in today’s release, we wrapped up these actions in Q4 and our team did a fantastic job completing this complex multinational project on schedule and under budget. The Q4 pretax cost was $800,000 or $0.02 a share bringing the total year pretax restructuring cost to $7.8 million or $0.26 a share.

Given the restructuring distractions at Test and Doble and the fact we faced day-to-day economic challenges across our industrial landscape. We’re still able to deliver $2.03 of EPS as adjusted, which topped our earlier guidance of a $1.95 to $2.02.

Highlight in Q4, we delivered $0.67 of EPS as adjusted which beat the top end of our August guidance range, which we noted at $0.59 to $0.66 a share. This means we exceeded our internal earnings expectations in every quarter of fiscal 2016.

Turning to a few specific highlights noted in the release, I’m pleased to report that for the year, we increased sales $34 million or 6% led by another strong year of highly profitable aerospace sales, which increased 9%. Our sales growth was also supported by our Technical Packaging group.

Our sales increased $35 million driven by the addition of Plastique, which add a $22 million and the strength of our legacy tech business, which contributed an additional $13 million in sales over the prior year. Comparing 2016 to 2015, our gross margins increased. Our SG&A was held relatively flat, despite adding our acquisition partners.

Our adjusted EBITDA increased to over $100 million. Our cash flow from operating activities came in at nearly $75 million for the year with $41 million of that coming in during the fourth quarter, which is well ahead of plan.

Orders in 2016 remained strong at $576 million, backlog entering 2017 is solid at $332 million and net debt of $56 million with a low leverage ratio at September 30, remains comfortable considering our recent M&A activities and share repurchases. Our significant credit capacity and current liquidity position us well for the future.

Looking at our capital allocation policy over the past three years, I’m pleased to report that we’ve returned approximately $60 million to shareholders through cash dividends of $25 million and $35 million in share repurchases. As noted earlier, we reported Q4 EPS - As Adjusted a $0.67 a share.

Comparing this to our August guidance, we increased Q4 earnings, primarily due to the exceptional performance of our Filtration Group, which delivered in EBIT margin above 25% for the first time in our history. And I’m pleased to report that all operating units within filtration contributed meaningfully to these results.

The next best performance in Q4 was at Doble, where they also meaningfully exceeded our August expectations, resulting from higher than expected software, services and new product deliveries. Q4 Test came in below August expectations due to the push out of some chamber orders, which impacted the related deliveries in Q4.

But I’m pleased to note that despite the lower than expected Q4 sales, Test still delivered nearly 13% of adjusted EBIT, which validated our expectations of the impact of its lower cost structure.

Corporate costs were higher Q4 due to additional spending on professional fees primarily related to our M&A activities, coupled with additional amortization expense for purchase accounting intangibles from these acquisitions. As we enter 2017, I’m confident that our current backlog and our expected order profile supports our outlook described below.

Turning to our 2017 guidance, in September, we acquired Westland and on November 7, we acquired Mayday and Hi-Tech which we will collectively refer to as Mayday going forward. Westland’s results are included for the entire year and Mayday’s results will be included for 11 months.

We noted in the release that there are reported operating results will be negatively impacted by an amount of GAAP related non-cash purchase accounting items.

We called out these items to help investors better understand the underlying operating results of Westland and Mayday and to quantify the significant impact these have – these charges have on our expected 2017 GAAP operating results.

Given the amount of M&A activity over the past 13 months, we decided to supplement our EPA guidance with our expectation of 2017’s EBITDA supporting our EPS guidance. We feel that EBITDA more accurately presents the comparative operating results given the impact of these purchase accounting items.

Management expects 2017 EPS to be in the range of $2.16 to $2.26 per share. This includes the negative impact of $0.08 of one-time charges for the acquired finished goods inventory step-up and $0.22 of additional depreciation and amortization resulting from these acquisitions.

Additionally, management expects 2017’s EBITDA to increase between 21% and 23% and to be in the range of $122 million to $124 million, compared to 2016’s adjusted EBITDA of approximately $101 million. On a quarterly basis, 2017’s EPS profile is expected to be back half weighted similar to 2016.

When comparing our guidance to last year, we’re expecting meaningful increases in sales and filtration and within technical packaging from a combination of organic growth and the impact of the recent acquisitions. Filtration continues to benefit from the strong commercial aerospace market coupled with higher space sales at VACCO.

Technical packaging growth is partially muted by a temporary slowdown in cash deliveries. Test sales are expected to increase in the high-single-digits with a projected EBIT margin near 13%, again reflecting its lower cost structure. Doble is expected to grow in the mid-to-high single-digit with EBIT margins of 26%.

This comes despite our continuing significant investment in new products and solutions, as well as an increased focus on international sales and marketing when compared to 2016. Lastly, our corporate expenses will be higher in 2017 due to the additional non-cash amortization of identifiable purchase accounting assets.

And in closing when you’re calculating EPS, we are projecting a tax rate of approximately 35% in fiscal 2017, compared to 32.9% in fiscal 2016. Our share count is expected to remain approximately same at 26 million shares outstanding. And I’ll be happy to address any specific financial questions when we get to the Q&A.

And I’ll turn it back over to Vic..

Thanks, Gary. I’m really pleased, as I mentioned with our 2016 results from a lot of perspectives. Mainly because of the way we accomplished the four major goals we set at beginning of the year. We said EPS guidance goals were aggressive and achievable.

We set up to demonstrate we had consistent, predictable and profitable businesses within our diversified portfolio. We identified post restructuring EBIT goals for Test and Doble reflected the impact of defined cost reductions.

And we set out on an aggressive yet disciplined acquisition strategy to supplement organic growth, while providing protection to mitigate potential economic softness across to our end markets.

I believe FY 2016 was a success given the fact we achieved each of our stated goals while delivering above average shareholder value as reflected in our share price over the past 13 months. It was imperative at the start of the year that we accomplish these goals as a means to delivering the best and most profitable year in ESCO’s history.

I’m proud to say our collective management teams came together to deliver operating results which exceeded our internal expectations every step of the way. I’m pleased with the way our M&A played out this past year, as we completed four acquisitions over the past 13 months.

And that’s a huge accomplishment for ESCO and I’d like to acknowledge the many contributors to the success. Additionally, I’m happy with the way the Test business restructuring actions were completed, given their complexity, the various geographies involved, and the magnitude of costs being incurred.

Our teams across the company did a very professional job, managing this process so successfully. Since Gray covered 2016 financial details in his commentary. I’ll share my thoughts on 2017.

I remain confident that all of our businesses are in solid financial condition, with known and quantifiable growth opportunities, and they were well positioned to deliver our projected results in 2017 and in the out years.

As I commented during the each of the past earnings calls, we’re not immune to economic headwinds that many industrial markets are facing today. But with that said, I strongly believe the breadth and diversity of our end markets in a specific niches, we operated in provide us with the protection to mitigate this pressure.

While we are not without challenges, I like the position we’re in across our various businesses, and I anticipate that we can achieve growth rate since 2017 and beyond that exceed those of our defined peer group, as well as our broader industrial market in general.

I’ll provide a few specific thoughts and comments on the individual businesses as we enter 2017. And filtration, this segment is expected to deliver solid results in sales, growth EBIT and EBITDA contributions and cash flows during 2017.

We’re well positioned on several fronts, including the continued up-cycle in commercial aerospace led by the A-350; contributions from Westland and Mayday during our first year of ownership; growing product contributions in space on the SLS program; and unparalleled technology on Navy submarines and surface ships, which are critical to our national security; and to which we added further content with Westland.

I’m confident that our future growth and margin contribution in filtration will be strong and sustainable. Our technical packaging group’s future remains bright, as we now have meaningful scale and market leadership positions across several growth markets and geographies.

We’re well positioned in this global market to provide highly engineered products to customers in the medical, pharmaceutical, and consumer markets.

We are investing in Plastique during 2017 by adding a medical clean room in the UK and by expanding the manufacturing plant in Poland to capitalize on its lower cost manufacturing; and we’re adding additional capacity for fiber packaging. I am confident that the opportunities we’re seeing globally set us up nicely in 2017 and beyond.

Since we’re seeing more easing with our overall utility capital budgets, we are taking a cautious approach to our growth expectations at Doble until we see a clear opening in CapEx spending.

However, we do see growth opportunity in our service and software applications, which helped mitigate the legacy hardware slow-down we’ve experienced over the past 18 months. We also see solid opportunities for new products such as the M Series, DoblePRIME, and DUCe.

As noted in past communications, we’re increasing Doble sales and marketing efforts in the international markets to expand our global revenues. And we expect the combination of our new offerings and the breadth of our software and solutions to provide growth. At Test, the restructuring activities are complete.

I’m pleased to see the cost savings materialize as anticipated. Our reduced cost structure and ongoing operational improvement initiatives support our earlier 13% margin expectations in Test. I feel good about the growth opportunities we have across all of our businesses as we enter 2017.

And I can see tangible avenues for additional growth in future years. While still early in the integration process, I’m very pleased with the Westland and Mayday acquisitions.

I was at Mayday last week, and came away quite impressed with the overall Management team, the manufacturing and quality control processes throughout the Company, and their well-defined growth outlook. Like our ability to enhance their growth through synergies and customer relationships where applicable.

Westland has out-performed our acquisition expectations in the two months we have owned them. Their leadership team, and the President in particular, are really strong and I’m happy they chose to stay on after the deal was completed.

Both Westland and Mayday are great strategic fits, with EBIT margins near the segment margins in total, and both have good opportunities for growth. We remain disciplined during the purchase process, and paid less than industry averages on recent deals.

Commenting on my longer-term view for the business, we continue to see meaningful sales, EBIT, EBITDA, and EPS growth across the business segments, consistent with our previous communications. Acquisitions will remain a key component for our ability to meet our long-term growth targets, and we continue to evaluate additional opportunities.

We certainly have the balance sheet capacity to do more M&A, and we have the Management bandwidth to handle this additional growth within our current operating infrastructure. But we will remain disciplined in our approach. So wrapping up, we had a strong 2016, and our outlook for 2017 remains solid on nearly every operating metric.

So despite our success in 2016, we’re certainly not declaring victory. Our focus remains constant to continue to improve our operational performance, and to execute on our growth opportunities both organically and through acquisitions. I would now be glad to answer any questions you have..

Thank you. [Operator Instructions] Our first question comes from the line of Jon Tanwanteng from CJS Securities..

Hi guys. Nice quarter, and thank you for taking my questions..

Hey, Jon..

How are you doing? Can take some time to talk about the customer order or timing challenges that you mentioned with the cash in the Test segment heading into Q1 is our demand issue, what’s going on.

Second do you expect to rebound as you did in Q1 and Q2?.

I think we will rebound in Q1 and Q2. Really, it was a single customer that we had anticipate getting a large number of orders from actually within this past year. They have kind of continue to get delayed. We’ve been awarded the vast majority of those.

We haven’t received the purchase orders yet, but we anticipate getting those purchase orders in the next two months..

Okay..

I’m sorry – I was talking about Test. So I’m just answer to your question. So I’d finish my testing. And then I [indiscernible].

Sure..

So with the best business, and so we do anticipate those purchase orders in the next two months, and then all of project will be delivered within the year.

As far as cash, we had a really strong year they are this year, the flu season was not that bad and so they’ve had a good bit of inventory that they are setting on and we’re going to be burning – they’re going to be burning off a good bit of that in the first quarter. I think once we hit to the first quarter we will be back on track.

Can you just to put in perspective, and we’re talking about $4 million or so of sales this year that will not happen 2017. We think once you get into the second half of the year and going into the following year we will be back at full rate. So it just really in inventory management issue..

Got you. That’s help.

And then can you touch on a new Saudi contract that you announced last night? Does that increase the quarterly contribution do you guys [indiscernible] or such as a continuation of the old one and maybe a follow on – when do you think that could actually be to a full hardware sale?.

We have already gotten some hardware sales as a result of that contract, but this is really very consistent with what we’ve had to past two years so we wouldn’t anticipate any ramp up as a result of that specific contract. I would say that as we get into the second half of the year one of two things are going to have to happen.

We’ve talked about wanting to be able to do more of this work themselves, that being the customer, for them to be able to do that, it would require the acquisition of hardware to be able to accomplish that.

The other alternative would be to have a mixture of continuing for us to provide that service going into the following year and making some acquisition of equipment. So we don’t know exactly how that’s going to play out yet but I don’t think it’s going to be coming up to the end of the year and we are done here.

I think we become a very integral part of what they are trying to accomplish and I don’t think we’re anywhere close to being done. So I think that will continue in the future..

Okay, great. And then can you touch on just the overall exposure to military and defense spending as a percentage of your total.

How can a new administration impact either positively or negatively from a defense spending standpoint and maybe secondly as a company overall?.

I would say we have some exposure there. I mean, I would say it’s certainly less than 5% – 10% negative, so if you think about the submarine, probably less than 10% what we have.

If you look at our specific opportunities, I would say they are very solid because the biggest content we have is on a submarines and don’t see any change in that really either a positive or a negative.

I mean potentially I use to ramp up from one submarine – that would have a big impact, but don’t anticipate that near-term if you look at the aircraft program that we are on, we are in the F-35, that looks solid, we are on a tanker look solid [indiscernible] continue to get orders on that.

So I don’t think there’s any huge upside or downside on the military side of the business..

Jon just put a number on that, it’s about 15% to 18% of our projected 2017 revenue that’s across Westland and VACCO on the submarine business and then Crissair, PTI and Mayday on the flight or jet side..

I forgot about the acquisitions..

Got you, thanks.

And then maybe just for the company overall maybe even on the infrastructure side on the grid spending?.

I’m sorry didn’t understand the question..

All right, just the improved infrastructure spending as the potential of a new government, and how that may impact Doble..

Yes, it really depends on what type of infrastructure is done.

If they have a conservative effort to upgrade and to automate the grid, I think that’s our best opportunity if you look at products like the DUCe and like doblePRIME, so certainly those enhance throughout reliability if we’re talking about straight building infrastructure, I’m not sure that we really haven’t impact our business..

Okay great thanks..

Thank you. And our next question comes from the line of Ben Hearnsberger from Stephens..

Hey, thanks for taking my question.

I wanted to look at the filtration segment and if my math is right and Gary check me on this, you are looking for 35% growth but if I back out Westland and Mayday, I am looking at kind of mid single-digit type of organic growth is that right?.

That is correct. Yes, I mean, I think the aerospace business is going to be up in the space business going to be a but there’s some industrial there’s some industrial things within PTI that are probably closer to the softer side. So your math is pretty close..

Okay.

So legacy filtration digging into the aero pipeline, it sounds like it is ramping as expected, is it above plan, below original plan or can you just kind of speak to what you’re seeing in your aero business?.

Yes, I mean, it’s pretty much on plan. And maybe just slightly above plan, but not significantly. We have had a little better growth Crissair than what we had anticipated, so that is provide a little bit of upside for us..

Okay.

And then, switching to Doble, the guide for mid-to-high single-digit growth we’re coming off a year where we’re grew 3% to 3.5%, I tend to think of this business is kind of GDP plus and this is a little bit more optimistic guidance, can you just talk about is this new products contributing more than I can expect then you can walk us through where you are seeing success?.

The biggest thing is software. We made an acquisition two years ago three years ago Intelsat and [indiscernible] we got a tremendous amount of traction with that software business.

So, I would say that in addition to additional service business where we’re really seeing the growth, I do think that while we’ve had some softness on the legacy business side, we’re starting to get some traction with the new products.

So it’s a little bit of a mix, but if you look at year-to-year the biggest improvement what we are seeing on the software side..

And then I just had one higher level question.

If you think about two years there’s three year plan you laid out a few years ago, the guidance suggests that you are on track to achieve that plan, given that you have had success and given where you stand today, if you look at three years from now, I am not trying to force guidance year, but how do you think about the longer term earnings potential of this business?.

I think we’ve got plenty of growth opportunities as I mentioned kind of the closing part of my statement. We can add a lot to the business without adding a lot of infrastructure. So we don’t have to go due a lot but I think we should be able to continue to see the type of growth that we’ve seen over the past couple of years.

If you look at a very broadly, I would say the organic growth is maybe a little softer than what we anticipated two years ago I don’t think that’s a surprise to anybody. We’ve been a little more successful earlier in the process on the acquisition front, which I think is good.

And I think it shouldn’t be lost on anybody that the acquisitions that we’ve made have been pretty profitable businesses that we’ve been able to get for a reasonable price.

And as a result of that, I think that does help our growth potential and if you look back at some of the other acquisitions that we have made historically, I think we have a proven track record of being able to get people’s margins up, with you look at Crissair, which is really combination of two businesses I would say we have more than doubled the profitability, since we’ve owned them I’m not same are going to double the profitability of the businesses we book there much different businesses but certainly, I think being inside of the company like that and having some of the expertise we have we should certainly be able to drive the profitability of those businesses and so the question is going to be what else are we going to be able to acquire going forward..

Okay.

And Gary how much capacity do you have for M&A at this point?.

Total liquidity with the ability to upsize on our facility it’s about $500 million plus, $525 million, somewhere in that range..

Okay..

We have a $250 million accordion sitting on top of our revolver that specifically designated for, if we were to do incremental acquisitions greater than the pool we’ve been playing in right now..

Great. Thanks for taking my question..

Thank you. [Operator Instructions] Sorry, I’ll just going to say that we have no further question. Please go ahead..

All right. So thanks everybody and I look forward to talking to you on our next call..

Thank you. Ladies and gentlemen, thank you for participation in today’s conference. This does conclude the program and you may all disconnect. Everyone have a great day..