Large accelerated filer | ¨ | Accelerated filer | x | ||
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
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• | the continued shift in the Company's business from lower cost, manually read meters toward more expensive, value-added automatic meter reading (AMR) systems, advanced metering infrastructure (AMI) systems and advanced metering analytics (AMA) systems that offer more comprehensive solutions to customers' metering needs; |
• | the success or failure of newer Company products; |
• | changes in competitive pricing and bids in both the domestic and foreign marketplaces, and particularly in continued intense price competition on government bid contracts for lower cost, manually read meters; |
• | the actions (or lack thereof) of the Company's competitors; |
• | changes in the Company's relationships with its alliance partners, primarily its alliance partners that provide radio solutions, and particularly those that sell products that do or may compete with the Company's products; |
• | changes in the general health of the United States and foreign economies, including to some extent such things as the length and severity of global economic downturns, the ability of municipal water utility customers to authorize and finance purchases of the Company's products, the Company's ability to obtain financing, housing starts in the United States, and overall industrial activity; |
• | unusual weather and other natural phenomena, including related economic and other ancillary effects of any such events; |
• | the timing and impact of government programs to stimulate national and global economies; |
• | changes in the cost and/or availability of needed raw materials and parts, such as volatility in the cost of brass castings as a result of fluctuations in commodity prices, particularly for copper and scrap metal at the supplier level, foreign-sourced electronic components as a result of currency exchange fluctuations and/or lead times, and plastic resin as a result of changes in petroleum and natural gas prices; |
• | the Company's expanded role as a prime contractor for providing complete connectivity systems to governmental entities, which brings with it added risks, including but not limited to, the Company's responsibility for subcontractor performance, additional costs and expenses if the Company and its subcontractors fail to meet the timetable agreed to with the governmental entity, and the Company's expanded warranty and performance obligations; |
• | the Company's ability to successfully integrate acquired businesses or products; |
• | changes in foreign economic conditions, particularly currency fluctuations in the United States dollar, the Euro and the Mexican peso; |
• | the loss of certain single-source suppliers; and |
• | changes in laws and regulations, particularly laws dealing with the use of lead (which can be used in the manufacture of certain meters incorporating brass housings) and the United States Federal Communications Commission rules affecting the use and/or licensing of radio frequencies necessary for radio products. |
June 30, | December 31, | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Assets | 2013 | 2012 | |||||
Current assets: | |||||||
Cash | $ | 2,714 | $ | 6,554 | |||
Receivables | 52,702 | 45,584 | |||||
Inventories: | |||||||
Finished goods | 18,750 | 19,872 | |||||
Work in process | 10,853 | 13,340 | |||||
Raw materials | 24,011 | 27,785 | |||||
Total inventories | 53,614 | 60,997 | |||||
Prepaid expenses and other current assets | 3,500 | 4,343 | |||||
Deferred income taxes | 3,915 | 3,896 | |||||
Total current assets | 116,445 | 121,374 | |||||
Property, plant and equipment, at cost | 157,050 | 152,760 | |||||
Less accumulated depreciation | (85,501 | ) | (82,276 | ) | |||
Net property, plant and equipment | 71,549 | 70,484 | |||||
Intangible assets, at cost less accumulated amortization | 61,416 | 58,351 | |||||
Other assets | 5,712 | 4,314 | |||||
Goodwill | 46,641 | 35,930 | |||||
Total assets | $ | 301,763 | $ | 290,453 | |||
Liabilities and shareholders’ equity | |||||||
Current liabilities: | |||||||
Short-term debt | $ | 66,230 | $ | 66,730 | |||
Payables | 20,308 | 15,551 | |||||
Accrued compensation and employee benefits | 6,525 | 9,821 | |||||
Warranty and after-sale costs | 695 | 881 | |||||
Income and other taxes | 2,277 | 1,097 | |||||
Total current liabilities | 96,035 | 94,080 | |||||
Other long-term liabilities | 2,690 | 1,086 | |||||
Deferred income taxes | 10,787 | 8,692 | |||||
Accrued non-pension postretirement benefits | 6,578 | 6,489 | |||||
Other accrued employee benefits | 7,813 | 8,859 | |||||
Commitments and contingencies (Note 6) | |||||||
Shareholders’ equity: | |||||||
Common stock | 20,473 | 20,441 | |||||
Capital in excess of par value | 43,315 | 41,755 | |||||
Reinvested earnings | 160,036 | 155,694 | |||||
Accumulated other comprehensive loss | (13,514 | ) | (13,948 | ) | |||
Less: Employee benefit stock | (1,135 | ) | (1,234 | ) | |||
Treasury stock, at cost | (31,315 | ) | (31,461 | ) | |||
Total shareholders’ equity | 177,860 | 171,247 | |||||
Total liabilities and shareholders’ equity | $ | 301,763 | $ | 290,453 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||
(Dollars in thousands except share and per share amounts) | |||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales | $ | 88,341 | $ | 81,974 | $ | 160,149 | $ | 158,207 | |||||||
Cost of sales | 58,495 | 51,773 | 105,266 | 99,142 | |||||||||||
Gross margin | 29,846 | 30,201 | 54,883 | 59,065 | |||||||||||
Selling, engineering and administration | 19,686 | 18,846 | 39,998 | 37,522 | |||||||||||
Operating earnings | 10,160 | 11,355 | 14,885 | 21,543 | |||||||||||
Interest expense, net | 332 | 238 | 580 | 443 | |||||||||||
Earnings before income taxes | 9,828 | 11,117 | 14,305 | 21,100 | |||||||||||
Provision for income taxes | 3,547 | 3,675 | 5,117 | 7,409 | |||||||||||
Net earnings | $ | 6,281 | $ | 7,442 | $ | 9,188 | $ | 13,691 | |||||||
Per share amounts: | |||||||||||||||
Earnings per share: | |||||||||||||||
Basic | $ | 0.44 | $ | 0.52 | $ | 0.64 | $ | 0.94 | |||||||
Diluted | $ | 0.44 | $ | 0.52 | $ | 0.64 | $ | 0.94 | |||||||
Dividends declared – Common stock | $ | 0.17 | $ | 0.16 | $ | 0.34 | $ | 0.32 | |||||||
Shares used in computation of earnings per share: | |||||||||||||||
Basic | 14,365,536 | 14,234,900 | 14,345,143 | 14,527,328 | |||||||||||
Impact of dilutive securities | 65,463 | 72,332 | 81,806 | 68,785 | |||||||||||
Diluted | 14,430,999 | 14,307,232 | 14,426,949 | 14,596,113 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||
(In thousands) | |||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net earnings | $ | 6,281 | $ | 7,442 | $ | 9,188 | $ | 13,691 | |||||||
Other comprehensive income (loss): | |||||||||||||||
Foreign currency translation adjustment | 153 | (774 | ) | (368 | ) | (224 | ) | ||||||||
Employee benefit funded status adjustment, net of tax | 640 | (73 | ) | 802 | 279 | ||||||||||
Comprehensive income | $ | 7,074 | $ | 6,595 | $ | 9,622 | $ | 13,746 |
Six Months Ended | |||||||
June 30 | |||||||
(Unaudited) (In thousands) | |||||||
2013 | 2012 | ||||||
Operating activities: | |||||||
Net earnings | $ | 9,188 | $ | 13,691 | |||
Adjustments to reconcile net earnings to net cash provided by (used for) operations: | |||||||
Depreciation | 4,317 | 3,923 | |||||
Amortization | 2,484 | 1,992 | |||||
Deferred income taxes | (38 | ) | 112 | ||||
Noncurrent employee benefits | 401 | 482 | |||||
Stock-based compensation expense | 274 | 576 | |||||
Changes in: | |||||||
Receivables | (7,116 | ) | (5,483 | ) | |||
Inventories | 7,367 | (4,995 | ) | ||||
Prepaid expenses and other current assets | 349 | (16 | ) | ||||
Liabilities other than debt | (2,026 | ) | 3,794 | ||||
Total adjustments | 6,012 | 385 | |||||
Net cash provided by operations | 15,200 | 14,076 | |||||
Investing activities: | |||||||
Property, plant and equipment expenditures | (5,541 | ) | (2,413 | ) | |||
Acquisitions, net of cash acquired and future payments | (9,881 | ) | (51,517 | ) | |||
Net cash used for investing activities | (15,422 | ) | (53,930 | ) | |||
Financing activities: | |||||||
Net (decrease) increase in short-term debt | (448 | ) | 76,339 | ||||
Dividends paid | (4,851 | ) | (4,676 | ) | |||
Proceeds from exercise of stock options | 984 | 209 | |||||
Tax benefit on stock options | 363 | 115 | |||||
Repurchase of Common stock | — | (30,000 | ) | ||||
Issuance of treasury stock | 480 | 391 | |||||
Net cash (used for) provided by financing activities | (3,472 | ) | 42,378 | ||||
Effect of foreign exchange rates on cash | (146 | ) | (988 | ) | |||
(Decrease) increase in cash | (3,840 | ) | 1,536 | ||||
Cash – beginning of period | 6,554 | 4,975 | |||||
Cash – end of period | $ | 2,714 | $ | 6,511 |
Three months ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Balance at beginning of period | $ | 717 | $ | 1,406 | $ | 881 | $ | 1,593 | |||||||
Net additions charged to earnings | 142 | 166 | 342 | 345 | |||||||||||
Costs incurred | (164 | ) | (420 | ) | (528 | ) | (786 | ) | |||||||
Balance at end of period | $ | 695 | $ | 1,152 | $ | 695 | $ | 1,152 |
Defined pension plan benefits | Other postretirement benefits | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Service cost – benefits earned during the year | $ | 2 | $ | 12 | $ | 42 | $ | 39 | |||||||
Interest cost on projected benefit obligations | 440 | 571 | 66 | 76 | |||||||||||
Expected return on plan assets | (684 | ) | (803 | ) | — | — | |||||||||
Amortization of prior service cost | — | — | 40 | 40 | |||||||||||
Amortization of net loss (gain) | 218 | (154 | ) | 3 | — | ||||||||||
Settlement expense | 747 | — | — | — | |||||||||||
Net periodic benefit cost (income) | $ | 723 | $ | (374 | ) | $ | 151 | $ | 155 |
Defined pension plan benefits | Other postretirement benefits | ||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||
Service cost – benefits earned during the year | $ | 15 | $ | 24 | $ | 84 | $ | 78 | |||||||
Interest cost on projected benefit obligations | 892 | 1,128 | 132 | 152 | |||||||||||
Expected return on plan assets | (1,379 | ) | (1,595 | ) | — | — | |||||||||
Amortization of prior service cost | — | — | 80 | 80 | |||||||||||
Amortization of net loss | 433 | 368 | 6 | — | |||||||||||
Settlement expense | 747 | — | — | — | |||||||||||
Net periodic benefit cost (income) | $ | 708 | $ | (75 | ) | $ | 302 | $ | 310 |
(In thousands) | Unrecognized pension and postretirement benefits | Foreign currency | Total | ||||||||
Beginning balance | $ | (15,532 | ) | $ | 1,584 | $ | (13,948 | ) | |||
Other comprehensive income before reclassification | — | (368 | ) | (368 | ) | ||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax | 802 | — | 802 | ||||||||
Net current period other comprehensive income (loss), net of tax | 802 | (368 | ) | 434 | |||||||
Accumulated other comprehensive (loss) income | $ | (14,730 | ) | $ | 1,216 | $ | (13,514 | ) |
(In thousands) | Amount reclassified from accumulated other comprehensive loss | ||
Amortization of defined benefit pension items: | |||
Prior service cost (1) | $ | 80 | |
Settlement expense (1) | 747 | ||
Actuarial loss (1) | 439 | ||
Total before tax | 1,266 | ||
Income tax benefit | (464 | ) | |
Amount reclassified out of accumulated other comprehensive loss | $ | 802 |
(1) | These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (income) in Note 3 Employee Benefit Plans. |
Six Months Ended | ||||
June 30, | ||||
(In thousands except per share amount) | 2012 | |||
Net sales | $ | 162,063 | ||
Net earnings | $ | 13,857 | ||
Diluted earnings per share | $ | 0.95 |
Exhibit No. | Description | |
4.1 | First Amendment to Credit Agreement dated May 21, 2013, related to the Loan Agreement dated May 23, 2012 between Badger Meter, Inc. and BMO Harris Bank NA for Badger Meter, Inc.'s credit agreement. | |
31.1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and (vi) document and entity information. |
BADGER METER, INC. | ||||
Dated: July 26, 2013 | By | /s/ Richard A. Meeusen | ||
Richard A. Meeusen | ||||
Chairman, President and Chief Executive Officer | ||||
By | /s/ Richard E. Johnson | |||
Richard E. Johnson | ||||
Senior Vice President – Finance, Chief Financial Officer and Treasurer | ||||
By | /s/ Beverly L. P. Smiley | |||
Beverly L. P. Smiley | ||||
Vice President – Controller |
Exhibit No. | Description | |
4.1 | First Amendment to Credit Agreement dated May 21, 2013, related to the Loan Agreement dated May 23, 2012 between Badger Meter, Inc. and BMO Harris Bank NA for Badger Meter, Inc.'s credit agreement. | |
31.1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and (vi) document and entity information. |
(a) | The Borrower has the power and authority to enter into, deliver and issue this Amendment and to continue to borrow under the Agreement, as amended hereby. Each of the Credit Agreement, as amended hereby, and this Amendment when duly executed on behalf of the Borrower, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms. |
(b) | The execution and delivery of this Amendment and the prospective borrowing and performance by the Borrower of its obligations under the Credit Agreement, as amended hereby, have been authorized by all necessary action on the part of the Borrower. |
(c) | The representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects as of the date of this Amendment as though made on and as of the date of this Amendment, except to the extent such representations or warranties relate to any earlier date in which case such representations and warranties shall continue to be true and correct in all material respects as of such date. |
(d) | As of the date of this Amendment, no Default or Event of Default has occurred and is continuing. |
(a) | Each reference in the Credit Agreement to “this Agreement” and each reference in each of the Related Documents to the “Credit Agreement” shall be deemed a reference to the Credit Agreement, as further amended by this Amendment. |
(b) | The Borrower shall pay or reimburse the Bank for its expenses, including reasonable attorneys' fees and expenses, incurred in connection with the Credit Agreement and this Amendment for the preparation, examination and approval of documents in connection therewith or herewith, the preparation hereof and expenses incurred in connection therewith or herewith. |
(c) | This Amendment is being delivered and is intended to be performed in the State of Wisconsin and shall be construed and enforced in accordance with the laws of that state without regard for the principles of conflicts of laws. |
(d) | Except as expressly modified or amended herein, the Agreement shall continue in effect and shall continue to bind the parties hereto. This Amendment is limited to the terms and conditions hereof and shall not constitute a modification, acceptance or waiver of any other provision of the Agreement. |
(e) | This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. |
“BORROWER” | |||||||
BADGER METER, INC. | |||||||
By: | /s/ Richard A. Meeusen | ||||||
Name: Richard A. Meeusen | |||||||
Title: Chairman, President and CEO | |||||||
By: | /s/ Richard E. Johnson | ||||||
Name: Richard E. Johnson | |||||||
Title: Sr. VP-Finance, CFO & Treasurer | |||||||
“BANK” | |||||||
BMO HARRIS BANK N.A. | |||||||
By: | /s/ David C. Doran | ||||||
Name: David C. Doran | |||||||
Title: Senior Vice President | |||||||
By: | /s/ Cassie Bisgrove | ||||||
Name: Cassie Bisgrove | |||||||
Title: Assistant Vice President |
1. | I have reviewed this Quarterly Report on Form 10-Q of Badger Meter, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: | July 26, 2013 | By | /s/ Richard A. Meeusen | ||||
Richard A. Meeusen | |||||||
Chairman, President and Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of Badger Meter, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: | July 26, 2013 | By | /s/ Richard E. Johnson | ||||
Richard E. Johnson | |||||||
Senior Vice President - Finance, Chief Financial Officer and Treasurer |
Dated: | July 26, 2013 | By | /s/ Richard A. Meeusen | ||||
Richard A. Meeusen | |||||||
Chairman, President and Chief Executive Officer | |||||||
By | /s/ Richard E. Johnson | ||||||
Richard E. Johnson | |||||||
Senior Vice President - Finance, Chief Financial Officer and Treasurer |
Accumulated Comprehensive Income (Loss) (Tables)
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Jun. 30, 2013
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of accumulated other comprehensive loss | Details of reclassifications out of accumulated other comprehensive loss during the six months ended June 30, 2013 are as follows:
Components of accumulated other comprehensive loss at June 30, 2013 are as follows:
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Consolidated Condensed Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
|
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Statement of Other Comprehensive Income [Abstract] | ||||
Net earnings | $ 6,281 | $ 7,442 | $ 9,188 | $ 13,691 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 153 | (774) | (368) | (224) |
Employee benefit funded status adjustment, net of tax | 640 | (73) | 802 | 279 |
Comprehensive income | $ 7,074 | $ 6,595 | $ 9,622 | $ 13,746 |
Acquisitions
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Acquisitions | Acquisitions On April 1, 2013, the Company acquired 100% of the outstanding common stock of Aquacue, Inc. (“Aquacue”) of Los Gatos, California. The Aquacue acquisition provides the Company with intellectual property that complements and expands the Company's advanced metering analytics offerings by adding an integrated software platform that allows utility managers to monitor and control their water systems, while providing water management data to consumers. Sales of Aquacue products were immaterial during the three months ended June 30, 2013. The purchase price was approximately $14.0 million in cash, plus a small working capital adjustment. The purchase price includes a final $3.0 million payment, of which half is due January 1, 2014 and is recorded in payables on the Consolidated Condensed Balance Sheets at June 30, 2013, and half is due October 1, 2014 and is recorded in other long-term liabilities. The Company's preliminary allocation of the purchase price as of June 30, 2013 includes $0.1 million of current assets, $5.6 million of intangibles, $10.7 million of goodwill, $0.3 million of current liabilities, and $2.1 million of long-term deferred tax liabilities. The Company has not completed its analysis estimating the fair value of intangibles and income tax liabilities. At June 30, 2013, there was approximately $0.1 million of transaction costs related to the acquisition that were included in selling, engineering and administration in the Company's Unaudited Consolidated Condensed Statements of Operations. The acquisition was accounted for under the purchase method, and accordingly, the results of operations are included in the Company's financial statements from the date of acquisition. The acquisition did not have a material impact on the Company's consolidated financial statements or the notes thereto. On January 31, 2012, the Company completed its acquisition of 100% of the outstanding common stock of Racine Federated, Inc. (“Racine Federated”) of Racine, Wisconsin and its subsidiary Premier Control Technologies, Ltd. located in Thetford, England for approximately $57.3 million in cash, plus an estimated working capital adjustment of $0.3 million. The purchase price included a final $4.6 million payment which is due on July 31, 2013 and is included in payables on the Consolidated Condensed Balance Sheets at June 30, 2013. Racine Federated manufactures and markets flow meters for the water industry as well as various industrial metering and specialty products. These products complement and expand the Company’s existing lines for the global flow measurement business. This acquisition is further described in Note 3 “Acquisitions” in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company's 2012 Annual Report on Form 10-K. The acquisition was accounted for under the purchase method, and accordingly, the results of operations were included in the Company's financial statements from the date of acquisition. The following unaudited pro forma information combines historical results as if Racine Federated had been owned by the Company since January 1, 2012:
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Acquisitions (Details 1) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
6 Months Ended |
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Jun. 30, 2012
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Summary of unaudited pro forma information | |
Net sales | $ 162,063 |
Net earnings | $ 13,857 |
Diluted earnings per share | $ 0.95 |
Acquisitions (Tables)
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Jun. 30, 2013
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Summary of unaudited pro forma information | The following unaudited pro forma information combines historical results as if Racine Federated had been owned by the Company since January 1, 2012:
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Income Taxes (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Income Tax Disclosure [Abstract] | ||||
Provision for income taxes as a percentage of earnings before income taxes | 36.10% | 33.10% | 35.80% | 35.10% |
Tax Credits, Research | $ 0.1 | |||
Tax Expense, State and Local Income Taxes | $ 0.4 |
Acquisitions (Details Textual) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
Aquacue [Member]
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Apr. 02, 2013
Aquacue [Member]
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Jun. 30, 2013
Racine Federated, Inc. [Member]
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Jan. 31, 2012
Racine Federated, Inc. [Member]
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Business Acquisition (Textual) [Abstract] | ||||
Acquisition of outstanding common stock | 100.00% | 100.00% | ||
Cash | $ 14.0 | $ 57.3 | ||
Deferred Purchase Price | 3.0 | |||
Current Assets | 0.1 | |||
Intangible Assets Other than Goodwill | 5.6 | |||
Goodwill Amount | 10.7 | |||
Current Liabilities | 0.3 | |||
Deferred Tax Liabilities, Noncurrent | 2.1 | |||
Transaction Costs | 0.1 | |||
Estimated adjustment in working capital | 0.3 | |||
Other long-term liabilities | $ 4.6 |
Basis of Presentation
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6 Months Ended |
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Jun. 30, 2013
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Badger Meter, Inc. (the “Company”) contain all adjustments (consisting only of normal recurring accruals except as otherwise discussed) necessary to present fairly the Company’s consolidated condensed financial position at June 30, 2013, results of operations for the three- and six-month periods ended June 30, 2013 and 2012, comprehensive income for the three- and six-month periods ended June 30, 2013 and 2012, and cash flows for the six-month periods ended June 30, 2013 and 2012. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Employee Benefit Plans
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Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Benefit Plans | Employee Benefit Plans The Company maintains a non-contributory defined benefit pension plan (sometimes referred to as the “qualified pension plan”) for certain employees. On December 31, 2010, the Company froze the qualified pension plan for its non-union participants and formed a new defined contribution feature within the Badger Meter Employee Savings and Stock Ownership Plan (“ESSOP”) in which each employee received a similar benefit. On December 31, 2011, the Company froze the qualified pension plan for its union participants and included them in the defined contribution feature within the ESSOP. After December 31, 2011, employees received no future benefits under the qualified pension plan as benefits have been frozen and the employees now receive a defined contribution in its place. Employees will continue to earn returns on their frozen balances under the qualified pension plan. The Company also maintains a non-contributory postretirement plan that provides medical benefits for certain of its retirees and eligible dependents in the United States. The following table sets forth the components of net periodic benefit cost for the three months ended June 30, 2013 and 2012 based on December 31, 2012 and 2011 actuarial measurement dates, respectively:
The following table sets forth the components of net periodic benefit cost for the six months ended June 30, 2013 and 2012 based on December 31, 2012 and 2011 actuarial measurement dates, respectively:
The Company disclosed in its financial statements for the year ended December 31, 2012 that it was not required to make a minimum contribution for the 2013 calendar year. The Company continues to believe no additional contributions will be required during 2013. The Company also disclosed in its financial statements for the year ended December 31, 2012 that it estimated it would pay $0.5 million in other postretirement benefits in 2013 based on actuarial estimates. As of June 30, 2013, $0.1 million of such benefits have been paid. The Company continues to believe that its estimated payments for the full year are reasonable. However, such estimates contain inherent uncertainties because cash payments can vary significantly depending on the timing of postretirement medical claims and the collection of the retirees’ portion of certain costs. Note that the amount of benefits paid in calendar year 2013 will not impact the expense for postretirement benefits for 2013. |
Contingencies, Litigation and Commitments
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6 Months Ended |
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Jun. 30, 2013
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Commitments and Contingencies Disclosure [Abstract] | |
Contingencies, Litigation and Commitments | Contingencies, Litigation and Commitments In the normal course of business, the Company is named in legal proceedings. There are currently no material legal proceedings pending with respect to the Company. The more significant legal proceedings are discussed below. The Company is subject to contingencies related to environmental laws and regulations. The Company is named as one of many potentially responsible parties in two landfill lawsuits. The landfill sites are impacted by the Federal Comprehensive Environmental Response, Compensation and Liability Act and other environmental laws and regulations. At this time, the Company does not believe the ultimate resolution of these matters will have a material adverse effect on the Company's financial position or results of operations, either from a cash flow perspective or on the financial statements as a whole. This belief is based on the Company's assessment of its limited past involvement with these landfill sites as well as the substantial involvement of and government focus on other named third parties with these landfill sites. However, due to the inherent uncertainties of such proceedings, the Company cannot predict the ultimate outcome of any of these matters. A future change in circumstances with respect to these specific matters or with respect to sites formerly or currently owned or operated by the Company, off-site disposal locations used by the Company, and property owned by third parties that is near such sites, could result in future costs to the Company and such amounts could be material. Expenditures for compliance with environmental control provisions and regulations during 2012 and the first half of 2013 were not material. Like other companies in recent years, the Company is named as a defendant in numerous pending multi-claimant/multi-defendant lawsuits alleging personal injury as a result of exposure to asbestos, manufactured by third parties, and integrated into or sold with a very limited number of the Company's products. The Company is vigorously defending itself against these claims. Although it is not possible to predict the ultimate outcome of these matters, the Company does not believe the ultimate resolution of these issues will have a material adverse effect on the Company's financial position or results of operations, either from a cash flow perspective or on the financial statements as a whole. This belief is based in part on the fact that no claimant has proven or substantially demonstrated asbestos exposure caused by products manufactured or sold by the Company and that a number of cases have been voluntarily dismissed. The Company relies on single suppliers for most brass castings and certain electronic subassemblies in several of its product lines. The Company believes these items would be available from other sources, but that the loss of certain suppliers would result in a higher cost of materials, delivery delays, short-term increases in inventory and higher quality control costs in the short term. The Company attempts to mitigate these risks by working closely with key suppliers, purchasing minimal amounts from alternative suppliers and by purchasing business interruption insurance where appropriate. The Company reevaluates its exposures on a periodic basis and makes adjustments to reserves as appropriate. |
Accumulated Comprehensive Income (Loss)
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Jun. 30, 2013
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Comprehensive Income (Loss) | Accumulated Comprehensive Income (Loss) Components of accumulated other comprehensive loss at June 30, 2013 are as follows:
Details of reclassifications out of accumulated other comprehensive loss during the six months ended June 30, 2013 are as follows:
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