Good day and welcome to the ESCO First Quarter Conference Call. (Operator Instructions) With us today are Vic Richey, Chairman and CEO and Gary Muenster, Senior Vice President and CFO. And now, to present he forward-looking statement and for introduction, I would like to turn the call over to Ms. Pat Moore, Director of Investor Relations, please go ahead Ms. Moore.

Statements made during this call regarding the timing and amounts to fiscal 2008 and subsequent years expected results, future development including expected RF AMI sales, in connection with the company’s PG&E contracts, future orders from PREPA, additional test segment sales in Asia 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 that exist in the company's operations and business environment, but not limited to the risk factors referenced in the company's press release issued today, which is an exhibit to the Company’s Form 8-K, also filed today. 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 this call, the company may discuss some non-GAAP financial measures in describing the company's operating results. A reconciliation of these measures to their most comparable GAAP measures can be found in the abovementioned Form 8-K and accompanying press release found on the company's website at escotechnologies.com under the links investor relations financial reports and SEC filings. I will now turn the call over to Vic.

Thanks, Pat, before I go through my comments I will turn it over to Gary for a financial discussion.

Thanks Vic. As noted in the release, we reported EPS from continuing operations of $0.30 a share including intangible asset amortization and purchase accounting related charges of $4.7 million or $0.11 a share. Excluding these non-cash items, EPS from continuing operations generated $0.41 a share. The partial share of Filtertech, resulted in a discontinued operation loss of $0.19 a share, primarily driven by the write-down of the old Filtertech Puerto Rico Property and the allocation of the sales proceeds to the tax basis for the foreign sales. A discount tax expense will be shielded from cash payments as a result of the net operating loss carry forward. During the quarter, we renamed the communication segment the Utility Solutions Group. This was done to more accurately describe the segment’s operating activities and to reflect the strategic alignment of the respective AMI businesses, which were recently brought together under the integrated brand name of Aclara. As I mentioned during the November call, we are anticipating a solid first quarter including the deferred revenue recognized at PG&E and I am pleased to say that we exceeded our original expectations at sales, EBIT and EPS increased significantly over the prior year first quarter. The Utility Solutions Group realized the most significant year-over-year growth as sales increased 165% and EBIT dollars increased nearly 600% resulting in an EBIT margin of 17% for this segment. The PLC and RF related AMI businesses led the way with sales and profit increases well over 100% supplemented by the Doble acquisition, which added over $9 million in sales during the month of December. On the fixed network PLC side of Aclara, we continued to be the market leader in product deliveries to the COOP community markets, as we delivered $22 million worth of TWACS products to a continually growing…

Well, it has obviously been a very active first quarter for us here at ESCO, the acquisition of Doble, the divestiture of Filtertech and major progress and key initiatives has kept us all busy. I am encouraged by our financial performance in the first quarter and I believe 2008 is going to be an exciting year for ESCO as all three of our business segments are well positioned for growth in their respective served markets. On a continuing operations basis before purchase accounting, we are now planning to grow our sales nearly 40% and increase our EPS nearly 60% compared to the prior year of Filtertech. The strength of our orders during the first quarter coupled with solid prospects for the remainder of the year especially in our Utility Solutions Group provides us with a high level of confidence and our ability to meet your substantial growth targets for the year. I will now provide you with my perspective of what is happening in each of our segments. The filtration segment is in a much different position today compared to a year ago due to the divestiture of Filtertech. Last year at this time, our sales basis filtration with the largest of our segments that lagged in profitability. Today, filtration is the smallest segment of our revenue; the profit margin has more than doubled. With the divestiture or Filtertech, we have successfully reduced our risk profile in this segment and have eliminated our exposure to the challenging automotive market. We are now much more focused on the growing Aerospace and space markets, that place a premium on innovative high-quality engineering products. In the test segment, we continue to see Asian markets as very active for both RF test chambers and measurement equipment. Our business has remained at the forefront of…

(Operator Instructions) We will begin with John Quealy from Canaccord Adams.

Good afternoon folks, a couple of questions. First how much did Doble add to bookings this quarter?

It was a little over $13 million

And did you say that it is mostly gas at this point or how are you looking at that?

Really, everything that we have entered today has been gas.

Okay, and Vic as you look out for visibility on the gas side, how long does this sort of 32 through February 7 give you for running them, is this another quarter or two or what are you looking at there?

Yes, that just gets us gets us to like the middle of the summer. So we anticipated additional orders in order to flush out the year.

Coming back, what is your feeling in your update on the electric side in what PG&E is saying on their smart meter program?

Well, really as you can imagine they have not been saying a lot. They are kind of keeping it in the filings that they made a couple of weeks ago, they just mentioned that they were continuing to evaluate a couple of systems, but they have been very low key about that. Again, I will say that they are also looking at the Hexagram system and we have a deployment out there that is being tested currently.

And lastly Vic, what is your characterization of the AMR/AMI market in North America. Obviously there is a lot of chatter about RFPs and awards. It seems like the awards are spotty. If you could just fill us in on your thoughts for the robustness of the market in this 2008 period?

Yes, I would say that the activity levels remained at a very high level, the things that we have not seen as much, although there has been some over the last quarter, but as many orders being placed and the contracts being consummated is what might have anticipated six months ago, but certainly there is activity there, so I think it is more of a timing issue than it is, you know, any change in the market if you will.

And I am sorry, one last one. On the debt side, we are still looking for the three-year pay down on Doble and can you comment on what you are looking at future M&A, what your debt to cap would look like then?

I will take the first part of that. Our cash flow forecast for the foreseeable future still indicates the next two and a half to three years absent M&A activity; we will have satisfied the debt requirements there.

And I would just make a comment on the M&A, we are certainly still actively looking for additions to the company and given the interest that we have from the bank’s previous, I mean, we really were over subscribed at that time that we went out and try to raise the money so I do not have any concern about getting the money and I really would not have any concern about getting the money and I really will not have any concern about taking all the additional debt for the right opportunity and again I think that is the key as we have always talked about in the past, we just want to find the right opportunity and if we do that, I am confident that we will be able to get the cash to do it. Our debt actually is still fairly low.

Next, we will hear from Paul Coster from J.P. Morgan

A couple of quick questions, Vic. Obviously some people, myself included are concerned about the cyclicality. Can you just talk a little bit about the economic outlook and how it relates to each of your segments and I got some drilled down on the Utility Solutions Group.

So, the overall economics cyclicality is, I mean, one real advantage we have is the number of end markets that we are in. So if you just look at them one at a time, the test business, we are really a global company there, not really, that impact about some of the consumer changes and things like that and we are really selling to industries that are introducing new products and I do not think that is going to change. That is what people have to do to stay ahead in their game. So we have not seen any significant change in those markets and I think we have diversified that business even within the test business enough to take some of that cyclicality out off to the marketplaces that we serve in, the locations that we serve around the world. On the filtration side, we really have focused that business now on Aerospace end-space and certainly I think everybody would agree that those markets are fairly robust now and I am saying we are kind of at the front-end of a probably pretty long cycle given the orders at Boeing and Airbus and others have been receiving and others have been receiving. So with the elimination of FiltertTech, that has taken a lot of that overall market cyclicality out because there we had the automotive, the medical and the end-consumer business. So I would say that making that change has really taken some of cyclicality out. If you look at our Utility Solutions Group, again, the two pieces that we have I think that provide a level of stability for that business. You know we have, the co-op business, the municipal business, which is pretty solid state and we do not see that as having a big change and then now with the addition of Doble, again, that is something where they are maintaining the infrastructure of the utility is going to be required and probably enhanced going forward, so we do not see that as being a very simple part of the business and in fact that was one of the primary reasons we wanted them to join ESCO to provide that level of stability, so the piece where we do have some potential for volatility is with these large AMI projects that with PG&E rolling out the way they are, we have a pretty good insight of what the growth is going to be at least in ’08 and ’09.

As far as AMI is concerned, ’08 is still a sort of transitional year with pilot projects in some large scale or is it really going to peak in 2009 to 2010, is that your thinking?

I certainly think the real growth of the business is going to be in’09 and ’10, having said that, I mean, I think we are showing some pretty significant growth in our piece of the business and our AMI business in ’08. And some of the things that we are doing both domestically and internationally will pay dividends I think in the out years.

And then finally, on the international side, another look to sort of the Central America and parts of Europe in the past, how are things developing there?

We are still pretty positive about things actually I would say that getting some people focused on that we have very recently hired a couple of more folks outside of the US to help us with that process and I would say that that market is starting. Those markets are starting to mature fairly quickly and I would say that it is a result of some of the things that are happening in the US as well as some of the international economies doing better than they had in the past, both of those things are playing a roll in some of the decisions that are being made and what I think it will be a pretty good roll for us.

But with the exception of the Puerto Rico contract not yet in backlog or in the pipeline.

Well we do have a couple of deployments outside of the US, I mean actual deployments other than PREPA are underway, but we do have I would say more significant number of palettes underway.

(Operator Instructions) Next, we will hear from Richard Eastman from Robert Baird. Richard Eastman- Robert W. Baird & Co., Inc.: On the entered orders in the Utility Solutions business, how should we be thinking about that? I mean the book to bill that was less than one and we have got some orders in there for Doble and we have some PG&E gaps which is good, but what about the balance of that business, I mean, the orders do not look that strong in the balance of the business.

One thing I will point is on the book to bill. Keep in mind that the $20 million caught from the accounting situation on the TNG revenue, the sales of $80 million obviously reflects, it is obvious that it does impact backlog, but if you look at it from a pure product perspective, the actual product deliveries and installations versus the new business, it is $67 million or $68 million of orders into really $59 million of sales when you ignore the accumulated catch for the actual installations we have done in the past, so I guess, how we are looking at it is our first quarter historically has tended to be relatively light. This with it being at the end of the calendar year, some of the utilities kind of put some of these decisions on hold, but I will say looking at the prospect and the profile that we have for the sales waiting going into the back half of the year, I would say going into this period we are in now, second through fourth for the year, we probably have the lowest amount of risk relative to what we are looking at in these businesses. Hexagram with the acceleration on the gas side, I think Doble with its continuity of its business plan certainly does not give us a whole lot of concern in the second half of the year, and DCSI with these international pilots individually, these are pretty reasonable dollar amounts for pilot season, not free pilots. So when you are doing pilots in the two to four or five million dollar range and you start getting a sizeable number of the events of meaningful contribution through the balance of the year, so I would not be overly concerned on the order profile based on the first quarter and that should not give you any concern for the second half of the year, again because the visibility is there by product line that we have and this is probably the highest level of confidence we have had sitting here in February for the second half of the year. Richard Eastman- Robert W. Baird & Co., Inc.: Okay, and when I look at the co-op and mini business, it appears to have had a very good quarter, can you just give us a sense of how you expect that piece of the solutions group to end up for the year just in dollars, I mean, you are looking at something in the $95 million?

What we are looking at is probably something in the 85 and 95 range, so that is fairly consistent with what we did last year and that pipeline remains pretty robust. Richard Eastman- Robert W. Baird & Co., Inc.: Is Doble, given the type of business that it is, is it very seasonal?

No, I would say that the only piece you see is right at the end of the year, typically they will get a large number of orders because they cannot take advantage of some of these kind of catch up or some of the left over money people have at the end of the year, but I would say that for the most part, what you will see for the rest of this year is fairly steady orders and sales that they take. Richard Eastman- Robert W. Baird & Co., Inc.: Okay, so as a consulting business, maybe the first quarter, the holiday quarter might be a little softer, but otherwise, shipments or sales I guess would be pretty linear.

You have to remember a good part of their business are these contracts that they will put in place for the year and so they will flow out over the year and so they are just going to build on a monthly basis. Richard Eastman- Robert W. Baird & Co., Inc.: And then, the margins on the test side of the business, again, I know they can fluctuate with mix, but that is what occurred there in the quarter?

Yes, but if you look at their margins for the year, they are going to be above what they were last year. I think their first quarter always for some reason seems to be alive, but t is really a timing issue on some of the deliveries that they make and they can fluctuate a lot and if you take sales on a chamber versus a large number of components, you can have a pretty significant fluctuation, so they actually did exactly what we had internally expected them to do in the first quarter.

Next, we will hear from Stuart Bush from RBC Capital Markets.

I want to drill down a little bit on Doble. Could you kind of walk us through a scenario, kind of describe for us how does Doble with their services as part of your utilities solutions group umbrella now, how does that potentially increase the odds of you guys winning these AMI/AMR bids that are being bid right?

I would say that there is not a direct correlation there, I mean that was not really the intent of acquiring Doble. There were a number of things that went into it, certainly we think there are some benefit of having another access point within the utilities to have the relationships with any utilities we may not already have and to have a very strong brand recognition that Doble does have in the utilities, but to say that that is something that is specifically flipping AMI project, our way versus somebody else quite honestly I think that would be a stretch, and so if you go back and look at the reasons we acquired Dobel, it was really to provide some stability or take some of the variability out of the sales to get recurring sales to begin a company that enhance our position within the utilities and also that brought some good margin business to us.

Next, we will hear from Patrick Forkin from Tejas Securities.

One more question on bill volume, I just want to make sure I have got it right, you said there is not much seasonality and when you guys bought that I think there was a run rate on revenues trailing 12 months of about $80 million, and if you take a look at it, I think you said they did $9 million that would equate to a run rate significantly above that 80. Are they doing better than expected or what are your expectations going forward here?

Well, as I said, the I want to answer your question, the end of the year is the place where they have higher level of sales than they have throughout the year, so our expectation is still to do something in the $80 million to $90 million dollar range and so we cannot take December because it is always their highest month.

I will say relative to the historical run rate and certainly how we value the company, they are going to do, historically they have been growing the 6% to 8% range, so I think if you take Vic’s number’s annualized, obviously we are only going to own them for ten months this fiscal year, but I would say the short answer is that they are going to be up 6% to 10% over their historical run rate, obviously for a stub period and I would say their EBIT margins will be the same if not better in the foreseeable future at least for this ten month period we have them, so when I made my comment of their accretion of the 17% to 19% you can kind of back into what their margins are relative to our interest rate at 4.5% and lay that with the amortization and so you can see that they are yielding an EBIT margin at or above their trailing 12th month which is very, very impressive.

A couple of questions on PG&E, I do not know if you guys have talked about this before, but how many endpoints are you piloting or testing the RF selector product out there?

They are about 2500.

Are you guys piloting that same product at other utilities?

We are actually deploying that same product, well, last year, we were deploying our earlier generation of that product in Indiana.

What is the ball park on the number of endpoints there?

About 40,000.

If you look at this filing that PG&E did a couple of weeks ago, still not very certain as to when these guys are going to make a decision, what is your guided understanding of sort of the timing on the electric piece of this?

Well, we have heard a number of different things, the way I am thinking about it is it is probably going to be sometime this summer before they would make the final decision, I would say and I do not even what final decision would really mean before they would make a decision to deploy some other product or go back to what they started with that I do think that it would be difficult for them to have any significant number of different products in what they already buying in ’09, only because, unless it was our product, then it means they are certain with that capability to do that. But if you think about the trial they have in place, they are going to prove that and hit comp with the functionality and performance and things like that and have a negotiated time track and get a manufacturer ramped up, as we all know that is not a short term process.

So if you guys were able to keep that electric business, do you think, is there a chance it would still be with TWACS or would it definitely be if you were to keep it, it would definitely be with the RF electric product?

I think there are a number of scenarios that could take place if we were to keep it certain, I think some of it, if not the majority of all of it to go with the RF, however having said that, I think they will have to continue to look at less populated areas and see if that is the right solution for any RF solution or whether they are better served with the POC solution. So that is something that I think only time is going to tell, but where they are deploying a system today is not in those areas, so as they continue to build out the system, I think the guys are going to look at it on a region by region basis to make a decision, and some of that are driven by what electric solution they do go with in the more urban environments.

Okay, and then you guys have mentioned a couple of times in the call some of the pilots that you are working on outside of the US, are those TWACS pilots?

They are.

Can you give us any feel for not the size of the pilots, but if you were successful what size deployments you are looking at arranged?

Most of the international utilities are much larger, our larger utilities like we see in California so there are significant opportunities out there if we are going to be successful.

So north of a million endpoints then?

Certainly.

And then are those competitive pilots?

No.

You mentioned Asia or China I think, but can you give us any feel for what parts of the world we are looking at on some of these pilots?

Well, again Central and South America are the places where we are most active now. There has been a number of, we are at the earlier stages in Asia and looking at some opportunities and there are a couple of other areas as well. And I am not trying to be evasive here by the way, we think we are in a pretty good position on some of these, for competitive purposes we do not want to shed a lot of light on them.

(Operator Instructions) Next we will take our question from Steve Sanders from Stephen Incorporated.

I just wanted to see if you could kind of walk us through the seasonality again, we have obviously got the co-op mini business ramping over the course of the year, PREPA test mix gets better, but can you just go through that a little bit more detail?

If you look at it on a segment basis and take in the individual pieces, PTI at the commercial aerospace side is relatively constant, obviously it is growing, but I would not say there is seasonality, they intend to be back half loaded based on the size of some of these projects like the Virginia class submarine and some things like that, and as the next generation of the T700 valve for the Black Hawk helicopter comes through, there is very little sales of Black Hawks in the first quarter, they ramp up in the second, third and fourth, so I do not know that I would necessarily say filtration has seasonality as much as it just has the timing of customer expectations on deliveries, so that profile excluding Filtertech obviously will look just like it did last year with the slope going from first to fourth quarter at a meaningful ramp up there. On the test side, as Vic said, there are a few of these large chambers and where we have migrated to especially with our Asian contribution, we sell a lot more chambers that have an individual value of the million to the $2 billion so I do not know that I would call it seasonality as much as I could say the quantity of the chamber business that we are putting through here whether it is this new WiMAX project or this big automotive chamber we are doing in India, based on the milestones on that construction, you tend to get the milestone payments and the milestone revenue recognition items that are happening in the middle of the year, so that again, I think what you are going to see there first, second, third or fourth is meaningful changes in the second half of the year…

For Hexagram outside PG&E, can you just talk a little bit about what they are seeing in the water side?

That is a primary focus outside of PG&E although other than some of the things they have done on the electric side, the water market remains strong and it is really a combination of the municipal as well as some larger water projects that people are looking at and I would say that the water market seems to be accelerating nicely so we see that as a good ongoing business, so while PG&E certainly is driving their second half, it is not the only thing that is assumed in our second half, so we have some other good orders that we have already entered and some things we are looking forward in the future.

And some of the pilots centered in South America that you mentioned in terms of timing for those utilities to make a decision, how should be thinking about that?

Well, you know timing is in the utility industry, so its probably going to be I would say the last half of the year, certainly and maybe even the fourth quarter and some of these are going to go forward, some are not and the time is just very difficult and the time is just very difficult to get your arms around but there are things that we have just been putting in more recently and will be putting in so that they will require some level of time before they make a decision.

Okay, and then could you give us an update on TXU? I t is not TXU anymore it is...

Encore. Yes, I would say that the product that we have done there this season we had vendors, it worked exceptionally well the customers were very happy with it. The issue that we have now is this kind of the some of the regulatory uncertainty and that you know the regulators still have not clearly defined everything that they want. Some of the things that they have defined, we are working to satisfy and are very comfortable to be able to do that but the issues in Encore are not related to our products are really related towards the regulators or working with utilities are.

Okay and then last question on Doble is, the majority of their growth coming within North America or outside the US and just talk a little bit about that. Is it sort of expansion with existing customers adding new customers whatever there you can give me.

Yes, it is a little bit of both and certainly the longer term growth of Doble is going to be outside the US and they enjoy a very significant share in the market in the US and I have been working over the past couple of years putting up, all make up acquisitions outside of US. So if you look at where they are outside of the US I mean there are in Norway, they are in the UK, they are in South Africa, they are in Australia, they are in Australia, they in India and they are in China. So, I would say that we are going to reap the fruits of some of the investments that have been made in the past there. Because they are just getting established there, established over the last couple of years. So we see the significant growth for Doble coming there and we will continue to look for some driving acquisitions that could also aide the growth of Doble as well.

Next, we will hear from Lavon Von Redden from Hockey Capital

Could you run me through the cash flow, or some tunes as you look at 2008, what kind of cash do we expect to generate, D&A all that good stuff?

Excuse me, if you look at the cash flow statement attached to that, for the depreciation and amortization, you can basically just multiply that out. Obviously the earning is going to be the big driver there. But looking at the specific nine cash items that you had back, you know what you are seeing represented in the first quarter there. It is generally, one fourth of what we expect for the year. So, as the earnings go up. You know you are not going to see much coming up in an awkward fashion through the non-cash items. And then, we are going to also see some meaningful improvements in working capital along the way. So, we are looking at net cash provided for operating activities at $16 million for the first quarter. That number is going to be substantially greater for the balance of the year. Looking down at the investing activities, the capitalized stocks that you see there, it should not be that high going forward because again in the first quarter that was the finalization of that delivery of TNG, so that is a little higher than normal. So you can actually scale that piece of the cash flow statement down.

What do you think, that would be for the full year Gary?

For TNG or for CAPS or for total?

For total.

Probably in a neighborhood of 12 to 13 and then the capital expenditures there of four or five, I will point out and I think I mentioned in the past that we closed one of the facilities in Austin Texas for the Test business, consolidated to your headquarters building down there and Cedar Park for a net savings of about 30,000 or 40,000 square feet and so finishing up that building is about $3 million of that $4.5 million of CAPEX you see there. So if you take the balance, exclude that building addition and take the balance of that that is kind of our run rate on a quarterly basis. So, I bet you would get to the pieces of what you are looking for and then when you pull it all together, we are kind of looking in this $50 million to $70 million cash flow range this year.

The other question that I guess I have, I guess one of the things that I guess as we look forward and think about the community and core side of the business and obviously, these things are not directly economically as sensitive as I guess people might think but to the extent that we do not have as much commercial building taking place within regions and such and such, how do you kind of look at that ultimately impacting the overall growth in the business as you kind of go forward in I guess the utility solution segment as you guys call it now.

Well I think the COOP business is really driven more by existing residences, businesses, things like that more so the new construction. I mean certainly we get some benefit from new construction but we are making ourselves today and we are going into cooperatives and immunities that do not currently have a system and selling them a system. So, I do not think any slowdown like you are talking about from that perspective with, will have a significant impact to the COOP business. Really, the issue with the coop business is, you know some number of viewers out but still that piece of the utility market is more heavily penetrated with AMI or AMR solutions at least on the investor on utilities are.

Next, we will hear a follow-up question from Richard Eastman from Robert Baird

Can I just try to reconcile something here for a second? Originally we had guidance of $1.75 to $1.90. The preliminary thought with Doble is that it would add, let us just say $0.20. Gary I think you said 15 to 20, math is simple. Now, that would put us at $1.95 to $2.10 and the commentary now is that we are thinking $2.22 to $2.32 and which would be adjusted pro forma, whatever you want to call it and was Filtertech in your planet a loss?

No, in the November guidance they were at a profit and obviously with our cash flow projections, not doing the acquisition at the date of the November release. We had a meaningful amount of interest income as well. So when you look at, had we not sold Filtertech and had we not sold Doble or purchased Doble the previous numbers we had at $1.75 to $1.90 had Filtertech in at roughly $9 million or $10 million of profit and we had interest income of probably $4 million or $5 million. So what you are basically doing is you are swapping off Filtertech plus interest income obviously converting that to interest expense. Doble is not that positive but where the real impact that Doble shows is in the adjusted numbers and that is the primary driver of that $0.19 increase there.

Is anything more profitable in the base business? I mean again, I understand the add-backs. I mean that is just, essentially a function of what you paid in the purchased accounting, but is anything more profitable in the base business?

Well, I think that the volume increases that we had at the Hexagram relative to PG&Es is another and then I think just with our generally conservative posture we are making sure that we keep a reasonable amount of risk mitigated along other parts of the business.

Essentially, the original $0.20, $0.15 to $0.20 accretion was a conservative estimate.

That would be a fair statement.

Okay, and then I was under the impression that Filtertech, we are going to show a gain on that sale.

Yes, we were. Two things happened Ric, one, obviously we were planning to continue to hold the Puerto Rico Property for sale and although it was getting a little long in the tooth, I will say that relative to where that was located within the island of Puerto Rico was challenging. It is a great building but it logistically was a challenge to get to. We finally got someone an offer for it. And the old saying of “First money, is best money” we are obviously taking it so, we are going to be able to monetize that property for about a million or five of cash so that required a ride off of $2.5 to $3 million. So I do not want to call that a surprise. I think that is a good business decision obviously to wreck it up. So that was $3 million of the book adjustment if you will and then on the tax side, I do not want to indicate that we were surprised by it but relative to the way the transaction ultimately was done, in the allocation of purchase price between domestic subsidiaries and foreign subsidiaries in which portions of tax liabilities we retained. But the short answer is the way the purchase price was allocated to the foreign subsidiaries compared to their bases, creating tax gains in case of for book keeping purposes 11 there are tax gains that actually helped tax expense against them but for cash purposes they are basically shielded by the NOL. So from a book keeping perspective we have a loss but from a cash perspective it is neutral.

And that does conclude today’s questions. Now I would like to turn the call back over to Mr. Vic Richey.

Alright, well I appreciate everybody’s interest today and we will be talking to your next quarter. Thank you.

That concludes today’s conference thank you for attending.