Good afternoon and welcome to the Rexnord First Quarter Fiscal 2015 Earnings Results Conference Call with Todd Adams, President and Chief Executive Officer; Mark Peterson, Senior Vice President and Chief Financial Officer; and Rob McCarthy, Vice President of Investor Relations for Rexnord. This call is being recorded and will be available for a period of two weeks. The phone numbers for the replay can be found in the earnings release the Company filed on an 8-K with the SEC today, August 6, and are also posted on the Company’s Web-site at www.rexnord.com. At this time, for opening remarks and introduction, I’ll turn the call over to Rob McCarthy, Vice President of Investor Relations.

Thank you. Good afternoon and welcome everyone. Before we get started, I need to remind you that this call contains certain forward-looking statements subject to the Safe Harbor language contained in the press release we issued today as well as in our filings with the SEC. In addition, some comparisons refer to non-GAAP measures. Our earnings release and SEC filings contain additional information about these non-GAAP measures and why we use them. Today’s call will provide an update on our overall performance for the first quarter of our fiscal 2015. We'll cover specifics on our two platforms and update our outlook, followed by an overview of our financial statements and liquidity highlights. Afterwards of course, we’ll open the call up for your questions. Please note that we are excluding Mill Products from our analysis. As we disclosed in May, that we are considering strategic alternatives for this non-core product line, and as a result excluded Mill Products from our fiscal 2015 guidance. With that, I’ll turn the call over to Todd Adams, President and CEO of Rexnord.

Thanks, Rob, and good afternoon, everyone. Thank you all for joining us today for an overview of our fiscal 2015 first quarter financial results. Starting on Page 4, we are pleased to report our first quarter results that were in line with our expectations for core growth, profitability and free cash flow. Our end markets appear to be developing as we expected and we're increasingly confident that our core growth rates can accelerate in the second quarter and be sustained at higher rates through the balance of our fiscal 2015. Looking at the first quarter, our sales increased 2% as our recent acquisitions performed well and contributed 3 points of growth in the quarter. The sales growth was partially offset by a 1% core sales decline, which is a function of a 4% decline in our Process & Motion Control platform offsetting 4% core growth in our Water Management platform. As we outlined in our last update, the modest core sales decline in the quarter was driven by the combination of project shipment timing and our water infrastructure markets last year versus this year's first quarter, and the backlog related contraction in the shipments to our bulk material handling customers in this year's quarter. Importantly, we believe we've now passed the inflection point for any further deterioration in our core growth rates created by the mining sector, which combines with generally stable trends in most of other end markets to support our outlook for improving core growth rates. With respect to earnings per share, our adjusted EPS increased 18% year-over-year to $0.26, and as Mark will discuss in a few minutes, we had improved free cash flow performance in the quarter compared to the prior year. I'll touch on our outlook in a few minutes, but in summary we're reaffirming…

Thanks Todd. Consistent with the prior quarters, we’ll speak primarily to adjusted operating profit and EBITDA, adjusted net income and adjusted earnings per share, as we feel these non-GAAP measures provide a better understanding of our operating results. Slide 5 of the presentation reconciles our reported results to the adjusted results. Turning to Page 6, I'll discuss our operating performance highlights for the first quarter. Please note that our analysis exclude the results of our Mill Products business in both years. First quarter sales increased 2% from the prior year period to $504 million, adjusted operating income increased to $64 million and adjusted EBITDA increased to $92 million with margins roughly consistent on a year-over-year basis. First quarter adjusted net income was $27 million resulting in adjusted earnings per share of $0.26, an increase of 18% from the prior year comparable figure due to increase in operating income and the benefit of debt refinancing we completed last year. Free cash flow significantly improved versus last year to roughly neutral in the quarter. Next, I'll take some time on Slide 7 to walk through the operating performance in our Process & Motion Control platform. Sales in the [second] (ph) quarter decreased 1% year-over-year to $298 million as the core sales decline of 4% was nearly offset by the 3% contribution from acquisitions. The core sales decline in the quarter was driven by the expected decline in sales for bulk material handling markets as a result of the lower backlog going into the fiscal year. Turning to profitability, adjusted operating income was $51 million and our adjusted operating income margin improved 70 basis points of 17.1%. Adjusted EBITDA was $70 million in the quarter and our adjusted EBITDA margin increased 100 basis points from the prior year to 23.4%. We remain focused…

Thank you, Mark and Todd, and thanks to everyone for joining us on the call today. We appreciate your interest in Rexnord and look forward to providing further updates when we announce our fiscal year 2015 second quarter results. With that, I'll turn the call back over to the operator and open up to your questions.

(Operator Instructions) Our first question comes from [Karen Lowe] (ph). Please go ahead.

Just housekeeping, could you parse out the growth rate or how much did bulk material handling decline in the quarter within PMC and how did aftermarket business do in that segment?

I don't think we'll begin to parse out the exact details but the bulk material handling side of the business was down probably 20 plus percent, sort of in line with what we had expected last quarter, and the aftermarket business was obviously a lot better than that.

Okay. Did you see any particular end markets weaken or strengthen during the quarter within PMC?

I wouldn't say that we saw anything different than we anticipated. We walked into the quarter knowing that we had a difficult year-over-year comparative really backlog driven. Fortunately the order rates that we were projecting for bulk material handling in the quarter were spot on. So I think we called it right. And the rest of the markets I'll say sort of developed sort of in line with what we had been anticipating, which is lower growth but growth nonetheless.

Okay, thanks. And then on Water Management, how did Zurn do in the quarter and did you ship any of the delayed projects that you called out in the water infrastructure business during the quarter?

Zurn performed quite well in the quarter, double-digit growth in the quarter, which translates to a decline in the water infrastructure business as we had anticipated. We did not ship any of the larger shipments that pushed from our fourth quarter in our first quarter consistent with what we had been expecting. But Zurn performed very well, in line. I would say that the book-to-bill in water infrastructure business was very strong in the quarter as we had anticipated. So we're setting up the core growth acceleration that we've outlined for the second quarter and really second half of our fiscal year.

Okay thanks. And then just lastly, I think the delayed shipment that you had called out previously was to the magnitude of $5 million to $10 million. Is that sort of baked into your second quarter organic growth guidance?

I would say that it's baked into our full year guidance at this point. I don't think we're going to start talking about fungible projects and the discrete timing of each but suffice it to say that it's in our full year and whether or not that particular project is in our second quarter or not, I think the core growth should be distorted as a result, meaning we're talking about 4 to 6 second quarter and 4 to 6 core growth for the second half, and that's inclusive of shipments happening throughout the year.

Okay, understood. Thank you.

The next question comes from Mig Dobre. Please go ahead.

I guess to stick with Motion Control here, I want just to clarify something. Are you basically saying that in mining, your comparisons are getting easier and this end market is starting to bottom out or are you actually seeing an inflection in orders and you expect this market to actually become a contributor to growth going forward as well?

I think that when you look at the full year next year, we think the end market will be a contributor to growth. I think what we're outlining is, when we walked into the year we felt like we had a difficult first quarter based on the phasing of backlog and the availability of backlog in the prior year that didn't exist this year. So we had a tough comp. However, book-to-bill in the quarter, what we felt like we needed to – we accomplished what we needed to see to create bulk material handling being a growth opportunity really over the next 12 months, starting towards the end of our fiscal year and into next year.

So I'm sorry to be pressing on this but I'm trying to understand, are you seeing sequential improvement in demand in this end market?

No, it's flattening, Mig. If I look at sort of the last six months of last fiscal year and the first quarter, it's flattening. And we see relative stability in that end market versus I'll say any uptick in meaningful growth.

I see, thank you. And when we're looking at your distributors, I mean we've got pretty strong PMI numbers in the U.S. and I'm wondering are we seeing any signs of restocking in North America in the U.S. specifically or is it still fairly muted?

I can't speak for the broad set of competitors, I can tell you from our standpoint we really don't see the benefit or the detriment of large stocking or destocking just given our service levels and how we turn inventory with our channel partners. That being said, I think there is a view and a feeling that the sell-through and sort of the end demand is picking up which we would see frankly just manifest itself in ongoing monthly, quarterly sales and other growth rate. So I don't think there's a big destocking or restocking impact embedded in anything we're talking about, it's just the underlying sell-through which is fortunately is good.

Okay, great. One last question on Motion Control. I remember at the Analyst Day I heard you guys talk a little bit about the SAP implementation that you've got rolling out and maybe a little update on that would be helpful as well as just your thoughts with regards to the level of investment required for this project and what you hope to get out of it longer-term.

We've been frankly rolling it out for the last two years, and so each and every quarter, almost every quarter with the exception of maybe year-ends you've seen a number of facilities rollout. We saw another one happen just post the end of the quarter, you'll see another one towards the end of our third quarter. So for us, it really is the continuation of an ongoing implementation. We're over half way across PMC, and so we think by the time we get towards the end of our fiscal year and really probably through the first half of next year, we'll start to see the benefits of having the integrated platform in which to do decision-support and all that kind of stuff. So, it's ongoing, more than half way through, so it's not a new thing for us. So it's going to be great once we're through that, that's for sure.

Is it too soon to put some numbers behind it though as far as what you hope to achieve?

I don't think we would – we wouldn't externally articulate what the benefit is. I think it manifests itself in everything we just talked about, incremental margins, better free cash flow and decision-support and ultimately core growth. So I don't think we're going to tell you that as a result of implementing software system expect X million dollars of savings. That's been feathering itself in as we've gone live and it's inherent in the guidance we've got going forward.

The next question comes from Julian Mitchell. Please go ahead.

Just a question on Water Management first. The margin was down about 50 bps year-on-year in Q1, and as you said the full-year you're targeting 200 points plus of expansion. So do we see that growing year-on-year in Q2 or it's more about the second half?

It's a great question, Julian, and you'll see it sort of immediately in the second quarter. When you look at the prior year margins in the first quarter, we're almost at the high watermark based on some margins resulting from favorable project shipments. And so the comp coming into the quarter was tough, you saw it go up 350 basis points from the fourth quarter, you'll see it up considerably again in our second quarter as well as in our third and fourth quarter. So it's not a wait-and-see, it's going to happen this quarter.

Great. And then within PMC, was there any kind of mix boost that happened to help the margins in Q1 or it was all sort of the productivity efforts?

I would characterize the mix is, if 5 was sort of average it was probably a 4 in terms of the overall mix. I think sales to distribution relative to the first quarter last year were down a little bit and not in growth rates but just in order of magnitude which generally come in at slightly favorable margin. So, no callouts or favorable mix, just sort of the ongoing efficiency and sustainability and productivity that we've got baked in.

Thanks. And then lastly, your restructuring spend was up year-on-year, it was spread across both the segments. What's the expectation for full year restructuring spend?

For the full year, Julian, I think we've got – in the quarter we had we said in both platforms some restructuring, in both segments. I think if you look over the balance of the year, call it anywhere in the range of $3 million to – call it $4 million to $10 million, in that range, over the balance of the year.

The next question comes from [Andrew Oben] (ph). Please go ahead.

Just a question, I think just thinking about growth in the water business, can you just talk about specifics of what are you referring to in terms of the mix in the quarter and then if you could give us some color on what you're seeing on residential trends versus non-residential trends and which you're more comfortable with?

Sure. If you go back, I think the way we try to characterize the water infrastructure business is to look at the orders it has and the shipments over the course of the year, because some of these projects are rather large and could distort a growth rate in a given quarter. So when I look back last year, our book-to-bill in the first half I think was like 1.13, our book-to-bill in the second half was like 1.01 and for the year 1.07, 1.08, something in that zip code. The shipments however, based on the order rates of the prior year, there were large shipments that took place in our first quarter last year that didn't repeat in this year's first quarter. However, our book-to-bill in really just the first quarter for the water infrastructure piece was 1.23, which sort of bodes well for that first half order rates clearly showing solid growth and [inaudible] for the full year. So when you look at the growth rates for water infrastructure, I would coach you to sort of look at order rates it has in growth over the course of the year. I think we're up to a good start from an orders perspective and building some backlog there that supports the core growth outlook that we guide to the second half of the year. Moving to your question on what are we seeing in non-res versus res, I would point out that res is a very, very small piece of our overall water business. In aggregate it's probably less than 5%. So what we can really speak to is what we are seeing in non-residential construction, we're seeing the momentum index and backlogs continue to progress despite some monthly volatility around, starts are put in place or ABI and we feel very confident and comfortable that the end market is yet to fully recover. So, our performance growing double-digit in advance of a full market recovery, we think that development gets better over the course of the next several years as the ultimate market growth catches up and hopefully our performance relative to that sustains.

And just a follow-up question. If you look at broad industrial reporting season, I think revenues disappointed on the margin, not you guys but just broadly speaking. Are you seeing any sort of talk about pressure on pricing, do you see competition to get more aggressive to try to push the product into slower growth environment broadly speaking?

I don't think we see it broadly. Obviously anytime you're involved in project activity, I think there's a lot of folks that are aggressive but it would be tough for me to pinpoint something to say that we're seeing this sort of secular shift towards very aggressive pricing in the industrial part of our business. I think it's always competitive. I wouldn't have any discrete callouts for areas where we're seeing people do unreasonable things, but anytime there's big projects, people are aggressive and you have to win the business, but I wouldn't say it's any different, Andrew.

So it's fair to describe you're not seeing any deterioration in pricing?

No, we are not, we are not.

The next question comes from David Rose. Please go ahead.

I had a couple of follow-ups. As we look at the restructuring expenses, I was wondering what you think the payback is if you can quantify? I guess if we take the $3 million plus for the first quarter and then tackle that onto the $4 million to $10 million, so roughly $10 million in restructuring expenses, is that an 18 month payback, a 24 month payback?

David, I'll start and then I'll let Mark finish. I would say the bulk of the restructuring activities are really around two things, footprint reduction and simplification in Process & Motion Control and also the same across our North American water infrastructure business, sort of consistent with what we outlined last quarter. The payback on all those, on the water side, it's inside 12 months. On the industrial side given the fact that its footprint, some of it is outside the U.S., this is slightly longer but it's clearly within the 24 month sort of timeframe, but I'll let Mark…

Todd is exactly right, on the water side you're going to have that quick payback. On the PMC side where we are doing more starting, the earlier phase in the footprint as we talked about, there it's a little bit longer but assume that 18 to 24 month timeframe on the high end. So we feel very comfortable that there will be very acceptable return on these investments that we're making.

Okay, we should see an acceleration on incrementals for both of those in '15 or '16?

In '16.

Absent anything else.

No, I get it.

There is always reinvestment going back in the business as well. So part of that go to benefits to your point, a lot of work is in the benefit over the next fiscal year.

Okay. And then moving into this quarter, you had an [indiscernible] that worked against you, about $5 million or $0.03 net per share if I calculate that right. Is that a headwind in any other quarter, I mean a tailwind in any other quarter?

It's not a tailwind, it's a little bit of accounting ease that I think Mark and Rob can take you in, take you through offline. It fundamentally has to do with how we've been accounting for our rebate programs. So the essence of the comparability is, yes, the first quarter is a little bit tough, there's a little bit of headwind over the balance of the year as a result. However I think we're comfortable that there is no reason to sort of call it out as a special headwind or talk about it in that manner, but yes, your analysis is correct.

So you would have $0.03 better in the quarter otherwise, okay. And then if I look at, just a couple of more if I may, you're not calling out anything specific but if I can lump on the PMC side, aerospace and food and beverage collectively they are about 30% of the business' sales. Can you give us some color on – because the feedback on aerospace has been all over the place and F&B has been kind of up and down too, so maybe you can give us a little bit of color of what you're seeing there?

It's probably not too dissimilar. I think we've had reasonable growth over the last quarter in aerospace and the orders over the last call it three or six months have been pretty good. So we're not predicting any sort of big shift up or down. The beauty of our aerospace business is, a lot of it is programmatic and so it's all based on build rates. So the underlying volatility is frankly not as much. On food and beverage, the volatility more often than not comes due to seasonality. A lot of the beverage manufacturers do run full out over the summer months and then do a lot of the maintenance and upgrades and installation of new lines in the winter months just based on demand. And so, I don't think we're seeing anything unusual from a demand pattern. We are entering a point of the year where food and beverage gets a little bit slower just because everything, all equipment is being run flat-out and we want to keep it up as much as possible. And as we look over the next call it three to six months, that will weigh-in in our second quarter pick back up and our third, fourth quarters, and then we're seeing I think good program activity, good penetration with new products and new categories. So overall, I think we're pretty positive about food and beverage over the course of the year, but the trend-lines are sort of similar, consistent with what we've seen in the past.

Okay. And then if I may, one last one, maybe this is for Mark. What are the scenarios under which the Company would convert the non-hedged floating-rate debt to fixed? I mean you've got a third that's fixed roughly. So with the interest-rate environment ticking up a little bit, what are your thoughts on that?

We obviously look at it on a regular basis and obviously a lot of outside input and advice on it. I think at this point in time, we're comfortable with where we sit or what we have hedged today but we do look at it on a regular basis. I won't pinpoint certain – there isn't really a threshold where we say, now we have to do more. We monitor the market closely and if we feel it's appropriate to do so, we'll take action at this point but we're comfortable with where we sit.

Okay, great. Thank you very much.

The next question comes from Samuel Eisner. Please go ahead.

So just wanted to talk about your second quarter guidance here. It looks as though that comps are flat sequentially yet you're basically calling for a 500 basis point increase in organic growth. So just want to understand what you see as accelerating? Is it primarily just a timing issue that impact Water Management this quarter or just wanted to get some more color there?

Again, I think it's sort of very consistent with the case we outlined in our full year guidance last time. We had a difficult comp as it relates to bulk material handling and Process & Motion Control really driven by backlog reduction. We've seen that stabilize, and we've seen the other parts of our business really continuing to grow at a relatively decent clip. All you're doing is you're eliminating that pretty significant headwind that we outlined on water management. We do see a slight acceleration due to some seasonality in non-res construction. When you look at the next three months, it's sort of the primetime building season across the good parts of North America. So you see a little bit of a seasonal uptick. And we also see a little bit of normalcy with respect to our project shipment timing in water infrastructure relative to the prior year and sequentially it improves. So it's really nothing more than the underlying flow businesses continuing to chug along, a little bit of seasonality in non-res and then the mining headwind abating and project shipment sort of normalizing, I think the sort of the way to think through it. So I wouldn't think about it as we're calling out a massive step change in growth, I think it's sort of the continuation of a lot of things that we've been talking about and seeing as well as a little bit normal seasonality as well as the elimination of sort of the headwinds as we had anticipated.

That's helpful. And then on Mill Products, obviously you're giving excluded results but it's certainly still part of the Company, I don't think you moved into discontinued operations. So just curious what the timing is for potential sale of that, any kind of update there would be helpful?

We said, in May we announced that we felt pretty confident by the end of our fiscal year the process will reach a conclusion. I think at this point in time, we feel confident with that timeline. We won't give specifics on where we are in the process but I will say the process is moving along as we anticipated, and so by the end of the year that review process gets complete and you'll see that business find its way to those discontinued operations as we solidify what we're going to do with that moving forward.

And then just lastly, Todd, I think you gave a comment that you're looking at acquiring up to $25 million of EBITDA or annual EBITDA this year. I think you've only really announced Green Turtle. So curious what the potential timing of that could be or kind of how the pipeline looks at this point?

We're not going to comment on sort of specific timing other than to say we continue to work our funnel. These are proprietary deals. They don't come with the benefits of an auction and a timing element to it, but I would characterize us as sort of deeply engaged in a couple of things that we're pretty sure are going to come to fruition in the relatively near future. So we've got some conviction around the $25 million for the year based on where we are. I'd surely like them to come sooner too, Sam, but I think we're staying disciplined and we'll keep you posted.

Our next question comes from Charlie Brady. Please go ahead.

Just a clarification, the revenue guidance to Q2 does not include Mill Products, correct?

That is correct, yes.

Okay. And just on a bigger picture framework, you guys have seen some decent improvement of the SG&A expense as percentage of revenues and I'm wondering, do you have kind of a target level you're looking to shoot for over the next two or three years and where that can get down to?

I don't think we have significant compression in SG&A as a percentage of sales dialled in. Most of the margin expansion that we see is going to come through gross profit improvement. Obviously as we go through and optimize our footprint, we take the SG&A savings, but I wouldn't think, Charlie, that you're going to see a whole lot of continued compression in the overall SG&A as a percentage of sales. That's not where the margin expansion comes from at this point.

Got it. And then just one more, on VAG broadly speaking, that business was largely – when you acquired, it was largely a non-U.S. type of business and it still is today I guess but can you just speak to kind of the expansion of that business now that it's owned by Rexnord and kind of leveraging that VAG product outside of the traditional VAG European markets, what's the progress level on that? And I guess the underlying markets outside Europe and North America municipal, nothing new or great to help that, but maybe you can just speak to where that is today?

It sort of varies frankly, Charlie, by project and opportunity. What I would say is that the infrastructure that was established by VAG, it's much easier for us to take product based in North America and export it into existing projects through the VAG network that had already been established. As we try to grow the VAG business in North America, we've done it at a time where North America and municipal spending has been down considerably. That being said, we're seeing and starting to see acceptance in the marketplace, we're starting to see specifications being written. I think when you look back over the next couple of years, you'll start to see some signature wins as a result of bringing that content and technology that existed in VAG and other parts of the world back to North America. We know that there is a need and a demand for it. The technology development done in Europe has been outstanding relative to some of its North American competitors and we're starting to see that acceptance in the marketplace. So, without sort of giving you numbers, I think it's one of those things that it takes a little bit of time to gestate but when it comes it comes steadily, and I think we're starting to see that happen and we're comfortable with the progress.

At this time, I'm showing no further questions.

Okay, Eric, thanks. And again, thank you everyone for taking the time this afternoon. We look forward to providing an update on our second quarter and enjoy the rest of your summer. Thanks.