-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QbErLuiocLshdL4mb4afAFhn394AABNajfvNiE/RdbkqYNL9h6pXf7ocIlF1+ihJ qnLPoJ7oBXgtiC/90fYW1g== 0000950124-98-003612.txt : 19980629 0000950124-98-003612.hdr.sgml : 19980629 ACCESSION NUMBER: 0000950124-98-003612 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BADGER METER INC CENTRAL INDEX KEY: 0000009092 STANDARD INDUSTRIAL CLASSIFICATION: TOTALIZING FLUID METERS & COUNTING DEVICES [3824] IRS NUMBER: 390143280 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06706 FILM NUMBER: 98655273 BUSINESS ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD STREET 2: C/O CORPORATE SECRETARY CITY: MILWAUKEE STATE: WI ZIP: 53223-0099 BUSINESS PHONE: 4143715887 FORMER COMPANY: FORMER CONFORMED NAME: BADGER METER MANUFACTURING CO DATE OF NAME CHANGE: 19710729 11-K 1 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ___________________ to _____________________ Commission file number 1-6706 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BADGER METER EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Badger Meter, Inc. 4545 W. Brown Deer Road Milwaukee, WI 53223 1 2 REQUIRED INFORMATION 1. Not Applicable. 2. Not Applicable. 3. Not Applicable. 4. The Badger Meter Employee Savings and Stock Ownership Plan (the Plan) is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). Attached hereto is a copy of the most recent financial statements and schedules of the Plan prepared in accordance with the financial reporting requirements of ERISA. Exhibits (23) Consent of Independent Auditors 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Badger Meter Employee Savings and Stock Ownership Plan Date: June 25, 1998 By: /S/ Richard A. Meeusen ---------------------------- Vice President - Finance and Chief Financial Officer 3 4 Badger Meter Employee Savings and Stock Ownership Plan Financial Statements and Supplemental Schedules Years ended December 31, 1997 and 1996 CONTENTS
Report of Independent Auditors ............................................ 1 Financial Statements Statements of Net Assets Available for Plan Benefits ...................... 3 Statements of Changes in Net Assets Available for Plan Benefits ........... 5 Notes to Financial Statements ............................................. 7 Supplemental Schedules Line 27(a) - Schedule of Assets Held for Investment Purposes .............. 15 Line 27(d) - Schedule of Reportable Transactions .......................... 16
5 Report of Independent Auditors Retirement Plans Investment Committee of the Board of Directors of Badger Meter, Inc. Badger Meter Employee Savings and Stock Ownership Plan We have audited the accompanying statements of net assets available for plan benefits of Badger Meter Employee Savings and Stock Ownership Plan (the Plan) as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1997 and 1996, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1997, and reportable transactions in excess of 5 percent of the current value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The fund information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund 1 6 information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ERNST & YOUNG LLP Milwaukee, Wisconsin April 22, 1998 2 7 Badger Meter Employee Savings and Stock Ownership Plan Statements of Net Assets Available for Plan Benefits December 31, 1997
Badger Meter Guaranteed Heartland U.S. Inc., Common Income Equity Government Stock Fund Fund Fund Fund ------------------------------------------------------------- ASSETS Investments (Note 3): Deposits with insurance company: Guaranteed income group annuity contract No. IG 4178, at contract value $ -- $10,872,299 $ -- $ -- Pooled separate account No. SA 4179, at fair value -- -- 8,810,240 -- Badger Meter, Inc. Common Stock, at fair value 16,378,851 -- -- -- Heartland U.S. Government Fund, at fair value -- -- -- 345,741 Marshall Money Market Fund, at fair value 100,463 -- -- -- Notes receivable from participants -- -- -- -- -------------------------------------------------------- Total investments 16,479,314 10,872,299 8,810,240 345,741 Company contribution receivable 257,452 -- -- -- Due from brokers -- -- -- 422,492 Interest receivable 355 25 104 1 -------------------------------------------------------- Total assets 16,737,121 10,872,324 8,810,344 768,234 LIABILITIES Note payable (Note 4) 900,000 -- -- -- -------------------------------------------------------- Net assets available for plan benefits $15,837,121 $10,872,324 $ 8,810,344 $ 768,234 ========================================================
Badger Loan Meter Fund Stock Fund Total ----------------------------------------- ASSETS Investments (Note 3): Deposits with insurance company: Guaranteed income group annuity contract No. IG 4178, at contract value $ -- $ -- $10,872,299 Pooled separate account No. SA 4179, at fair value -- -- 8,810,240 Badger Meter, Inc. Common Stock, at fair value -- 1,541,450 17,920,301 Heartland U.S. Government Fund, at fair value -- -- 345,741 Marshall Money Market Fund, at fair value 1,774 56,100 158,337 Notes receivable from participants 1,279,290 -- 1,279,290 ---------------------------------------- Total investments 1,281,064 1,597,550 39,386,208 Company contribution receivable -- -- 257,452 Due from brokers -- -- 422,492 Interest receivable 15 633 1,133 ---------------------------------------- Total assets 1,281,079 1,598,183 40,067,285 LIABILITIES Note payable (Note 4) -- -- 900,000 ---------------------------------------- Net assets available for plan benefits $ 1,281,079 $ 1,598,183 $39,167,285 ========================================
3 See accompanying notes. 8 Badger Meter Employee Savings and Stock Ownership Plan Statements of Net Assets Available for Plan Benefits (continued) December 31, 1996
Badger Meter Guaranteed Heartland U.S. Inc., Common Income Equity Government Stock Fund Fund Fund Fund --------------------------------------------------------- ASSETS Investments (Note 3): Deposits with insurance company: Guaranteed income group annuity contract No. IG 4178, at contract value $ -- $ 9,834,651 $ -- $ -- Pooled separate account No. SA 4179, at fair value -- -- 6,271,735 -- Badger Meter, Inc. Common Stock, at fair value 8,331,328 -- -- -- Heartland U.S. Government Fund, at fair value -- -- -- 613,241 Marshall Money Market Fund, at fair value 14,749 -- -- -- Notes receivable from participants -- -- -- -- ----------------------------------------------------- Total investments 8,346,077 9,834,651 6,271,735 613,241 Company contribution receivable 307,720 -- -- -- Due from brokers -- -- -- 37,000 Interest receivable 280 51 47 4 ----------------------------------------------------- Total assets 8,654,077 9,834,702 6,271,782 650,245 LIABILITIES Note payable (Note 4) 1,000,000 -- -- -- ----------------------------------------------------- Net assets available for plan benefits $ 7,654,077 $ 9,834,702 $ 6,271,782 $ 650,245 =====================================================
Badger Loan Meter Fund Stock Fund Total ------------------------------------------- ASSETS Investments (Note 3): Deposits with insurance company: Guaranteed income group annuity contract No. IG 4178, at contract value $ -- $ -- $ 9,834,651 Pooled separate account No. SA 4179, at fair value -- -- 6,271,735 Badger Meter, Inc. Common Stock, at fair value -- 48,775 8,380,103 Heartland U.S. Government Fund, at fair value -- -- 613,241 Marshall Money Market Fund, at fair value 1,539 329,714 346,002 Notes receivable from participants 1,054,834 -- 1,054,834 ----------------------------------------- Total investments 1,056,373 378,489 26,500,566 Company contribution receivable -- -- 307,720 Due from brokers -- -- 37,000 Interest receivable 8 1,561 1,951 ----------------------------------------- Total assets 1,056,381 380,050 26,847,237 LIABILITIES Note payable (Note 4) -- -- 1,000,000 ----------------------------------------- Net assets available for plan benefits $ 1,056,381 $ 380,050 $25,847,237 =========================================
See accompanying notes. 4 9 Badger Meter Employee Savings and Stock Ownership Plan Statements of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1997
Heartland Badger Meter Guaranteed U.S. Inc., Common Income Equity Government Stock Fund Fund Fund Fund ----------------------------------------------------------------- Additions: Investment income: Net appreciation in fair value of investments (Note 3) $ 8,539,047 $ -- $ 1,626,974 $ 18,547 Interest and dividends, net (Note 7) 200,847 736,373 141,767 38,184 Investment expenses (6,340) (15,844) (8,056) -- Contributions: Company (Note 2) (117,928) 15,844 5,836 -- Employees -- 943,182 964,020 82,564 ------------------------------------------------------------ 8,615,626 1,679,555 2,730,541 139,295 Deductions: Benefit payments to participants 340,334 451,034 150,223 25,597 Interest expense 67,812 -- -- -- Transfers between funds (24,436) (190,899) (41,756) 4,291 ------------------------------------------------------------ Net increase 8,183,044 1,037,622 2,538,562 117,989 Net assets available for plan benefits at beginning of year 7,654,077 9,834,702 6,271,782 650,245 ------------------------------------------------------------ Net assets available for plan benefits at end of year $ 15,837,121 $ 10,872,324 $ 8,810,344 $ 768,234 ============================================================
Badger Loan Meter Fund Stock Fund Total ----------------------------------------------- Additions: Investment income: Net appreciation in fair value of investments (Note 3) $ -- $ 910,575 $ 11,095,143 Interest and dividends, net (Note 7) 97,784 26,179 1,241,134 Investment expenses -- -- (30,240) Contributions: Company (Note 2) -- -- (96,248) Employees -- 187,712 2,177,478 -------------------------------------------- 97,784 1,124,466 14,387,267 Deductions: Benefit payments to participants 6 32,213 999,407 Interest expense -- -- 67,812 Transfers between funds 126,920 125,880 -- -------------------------------------------- Net increase 224,698 1,218,133 13,320,048 Net assets available for plan benefits at beginning of year 1,056,381 380,050 25,847,237 -------------------------------------------- Net assets available for plan benefits at end of year $ 1,281,079 $ 1,598,183 $ 39,167,285 ============================================
See accompanying notes. 5 10 Badger Meter Employee Savings and Stock Ownership Plan Statements of Changes in Net Assets Available for Plan Benefits (continued) Year ended December 31, 1996
Heartland Badger Meter Guaranteed U.S. Inc., Common Income Equity Government Stock Fund Fund Fund Fund ---------------------------------------------------------------- Additions: Investment income: Net appreciation (depreciation) in fair value of investments (Note 3) $ 2,578,099 $ -- $ 859,005 $ (34,597) Interest and dividends, net (Note 7) 189,230 622,114 127,869 42,265 Investment expenses -- (20,014) (6,804) -- Contributions: Company 232,514 20,014 6,804 -- Employees -- 900,213 952,980 117,623 ------------------------------------------------------------ 2,999,843 1,522,327 1,939,854 125,291 Deductions: Benefit payments to participants 328,770 846,132 39,717 13,933 Interest expense 69,958 -- -- -- Transfers between funds (12,063) (49,729) 250,628 (297,961) ------------------------------------------------------------ Net increase (decrease) 2,589,052 626,466 2,150,765 (186,603) Net assets available for plan benefits at beginning of year 5,065,025 9,208,236 4,121,017 836,848 ------------------------------------------------------------ Net assets available for plan benefits at end of year $ 7,654,077 $ 9,834,702 $ 6,271,782 $ 650,245 ============================================================
Badger Loan Meter Fund Stock Fund Total --------------------------------------------- Additions: Investment income: Net appreciation (depreciation) in fair value of investments (Note 3) $ -- $ 11,109 $ 3,413,616 Interest and dividends, net (Note 7) 40,082 12,330 1,033,890 Investment expenses -- -- (26,818) Contributions: Company -- -- 259,332 Employees -- 178,743 2,149,559 ------------------------------------------ 40,082 202,182 6,829,579 Deductions: Benefit payments to participants 4 219 1,228,775 Interest expense -- -- 69,958 Transfers between funds 4,329 104,796 -- ------------------------------------------ Net increase (decrease) 44,407 306,759 5,530,846 Net assets available for plan benefits at beginning of year 1,011,974 73,291 20,316,391 ------------------------------------------ Net assets available for plan benefits at end of year $ 1,056,381 $ 380,050 $ 25,847,237 ==========================================
See accompanying notes. 6 11 Badger Meter Employee Savings and Stock Ownership Plan Notes to Financial Statements December 31, 1997 1. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements of Badger Meter Employee Savings and Stock Ownership Plan (the Plan) are prepared on the accrual basis. INVESTMENT VALUATION The investment in the guaranteed income group annuity insurance contract is valued at contract value as reported by Massachusetts Mutual Life Insurance Company (Mass Mutual). Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay benefits and the insurance company's administrative expenses. The Mass Mutual contract is a "fully benefit-responsive" investment contract, as defined in Statement of Position (SOP) 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans." As such, this contract will continue to be carried at contract value. Because annual rates of return on the Mass Mutual contract are established at the beginning of each plan year, the fair value of this contract is not significantly different from contract value. The investment in the pooled separate account is valued at fair value, based on the quoted redemption value on the last business day of the Plan year. The investment in the Heartland U.S. Government Fund, a mutual fund, is valued at the redemption price established by the fund's trustee based upon the quoted prices of the underlying assets. Common trust funds are valued at the redemption price established by the trustee. The investment in Badger Meter, Inc. (the Company) Common Stock, which is traded on the American Stock Exchange, is valued at the last reported sales price on the last business day of the Plan year. Badger Meter, Inc. Class B Common Stock is equivalent in value to Badger Meter, Inc. Common Stock because each share is entitled to be exchanged for a share of Badger Meter, Inc. Common Stock. There is no market for Badger Meter, Inc. Class B Common Stock due to transfer restrictions. 7 12 Badger Meter Employee Savings and Stock Ownership Plan Notes to Financial Statements (continued) 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Notes receivable from participants are reported at their unpaid principal balance, which approximates fair value. USE OF ESTIMATES The preparation of financial statements in conformity with 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. EXPENSES Expenses related to the administration of the Plan are borne by the Company. Investment expenses are payable by the Plan and reimbursed by the Company at its discretion. 2. DESCRIPTION OF THE PLAN GENERAL The following description of the Plan is for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan is a defined contribution plan adopted under Section 401(k) of the Internal Revenue Code (IRC). The Plan was established as of January 1, 1991 to consolidate the Badger Meter Savings Plan, the Badger Meter Payroll-Based Employee Stock Ownership Plan and the Badger Meter Employee Stock Ownership Plan into a single plan (See Note 4). All domestic employees of the Company are eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Participant contributions may be made to a maximum of 15% of their compensation on a pre-tax basis, not to exceed the amount allowed by the Internal Revenue Code (IRC). Company contributions are made at a rate of 25% of the participant contributions, with the Company contribution percentage applying to a maximum of 7% and 6% of the participant's compensation for the years ended December 31, 1997 and 1996, respectively. The Company may also contribute additional amounts over and above the required contribution at the discretion of the Company's Board of Directors. 8 13 Badger Meter Employee Savings and Stock Ownership Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Participant contributions are directed into one, or a combination of, four investments, the Guaranteed Income Fund, Equity Fund, Heartland U.S. Government Fund or the Badger Meter Stock Fund, at the participant's discretion (see Note 3). Company contributions are made in cash and are used by the Plan to repay principal on the note payable (see Note 4). As principal payments are made on the note payable, unallocated shares of Badger Meter, Inc. Common Stock, which serve as collateral for the note payable, are released to plan participants and provide the Company matching contribution at current market values. Participant contributions may be temporarily invested in a money market common trust fund before being invested in the aforementioned investments. All contributions are excluded from the participant's current wages for federal income tax purposes. No federal income tax is paid for the pre-tax contributions and growth thereon until the participant withdraws them from the Plan. PARTICIPANT'S ACCOUNTS Each participant's account is credited with the participant's contribution, the Company's matching contribution, an allocation of the Company's discretionary contribution, if any, and Plan earnings. The Company's discretionary contribution is allocated equally to all participants. Plan earnings are allocated based on the participant's account balances in relation to total participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. VESTING Participants are fully vested in all amounts in their accounts. PAYMENT OF BENEFITS Upon retirement, death, disability, or termination of employment, the vested portion of a participant's account shall generally be distributed in a single lump sum not later than 60 days following the end of the Plan year. Final distributions will be made either in shares of Company Common Stock plus cash in lieu of fractional shares, or entirely in cash. 9 14 Badger Meter Employee Savings and Stock Ownership Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) WITHDRAWALS A participant's contribution may not be withdrawn prior to retirement, death, disability, termination of employment, or termination of the Plan, except for financial hardship or in the form of loans to participants. The Plan defines financial hardship as expenses related to college education, uninsured major medical expenses, purchase of the participant's principal residence, or other financial need which cannot be met from other resources of the participant. All withdrawals are subject to approval by the Plan administrator. Included in net assets available for Plan benefits at December 31, 1997 and 1996, is $1,543,000 and $773,000, respectively, relating to account balances for persons who have withdrawn from the Plan but have not yet been paid. LOANS TO PARTICIPANTS Participants are allowed to borrow from their separate account balance. The amount of a loan shall not be less than $1,000 or more than $50,000 and shall not exceed 50% of the participant's account balance. Loan maturities cannot exceed sixty months and are secured by the participants' vested interests in the Plan. Amounts loaned to a participant do not share in the allocations of Plan earnings (see Participant's Accounts, above), but are credited with the interest earned on the loan balance payable by the participant charged at a reasonable rate as determined by the Plan administrator. 3. INVESTMENTS The Plan has entered into two unallocated insurance contracts with Mass Mutual. GUARANTEED INCOME GROUP ANNUITY CONTRACT NO. IG 4178 This contract is credited at least annually for interest earned. Interest earned during 1997 and 1996 was 7.25% and 7.00%, respectively. Mass Mutual determines the annual guaranteed interest rate each January 1. 10 15 Badger Meter Employee Savings and Stock Ownership Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) POOLED SEPARATE ACCOUNT NO. SA 4179 Accounts deposited to this account are invested by Mass Mutual primarily in common stocks. Mass Mutual includes funds from a number of employers in one investment portfolio. Participants in the fund are allocated units for valuation purposes. BADGER METER, INC. COMMON STOCK The Plan's investment in Badger Meter, Inc. stock consists of 439,762 shares (356,562 shares Badger Meter, Inc. Common Stock and 83,200 shares Badger Meter, Inc. Class B Common Stock) and 436,748 shares (394,748 shares Badger Meter, Inc. Common Stock and 42,000 shares Badger Meter, Inc., Class B Common Stock) as of December 31, 1997 and 1996, respectively. At December 31, 1997 and 1996, the fair value of the Plan's investment in Badger Meter, Inc. Common Stock, as determined by quoted market price, was $17,920,301 and $8,380,103, respectively. The Plan's investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value during 1997 and 1996, as follows:
Net Realized and Unrealized Appreciation in Fair Value Fair Value at During Year End of Year ------------------------------------ Year ended December 31, 1997: Fair value determined by quoted market price: Badger Meter, Inc. Common Stock $ 9,449,622 $17,920,301 Pooled separate account No. SA 4179 1,626,974 8,810,240 Heartland U.S. Government Fund 18,547 345,741 Marshall Money Market Fund - 158,337 ------------------------------------ 11,095,143 27,234,619 Fair value estimated - Notes receivable from participants - 1,279,290 Contract value as determined by Mass Mutual - Guaranteed income group annuity contract No. IG 4178 - 10,872,299 ------------------------------------ $11,095,143 $39,386,208 ====================================
11 16 Badger Meter Employee Savings and Stock Ownership Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
Net Realized and Unrealized Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year ------------------------------------ Year ended December 31, 1996: Fair value determined by quoted market price: Badger Meter, Inc. Common Stock $2,589,208 $ 8,380,103 Pooled separate account No. SA 4179 859,005 6,271,735 Heartland U.S. Government Fund (34,597) 613,241 Marshall Money Market Fund - 346,002 ------------------------------------ 3,413,616 15,611,081 Fair value estimated - Notes receivable from participants - 1,054,834 Contract value as determined by Mass Mutual - Guaranteed income group annuity contract No. IG 4178 - 9,834,651 ------------------------------------ $3,413,616 $26,500,566 ====================================
4. NOTE PAYABLE In connection with the formation of the Plan, the Plan assumed a note payable with a bank with a balance of $2,000,000 at January 1, 1991. The note was repaid in equal annual principal payments of $200,000 through February 1995, with the remaining $1,000,000 refinanced on December 1, 1995, due December 1, 2001, plus interest payable at the prime interest rate (prime was 8.25% at December 31, 1997) or at the LIBOR rate plus 1.50%. The Plan has the option of designating the outstanding balance as a prime rate loan or a Eurodollar loan. The note payable is secured by the unallocated shares of Badger Meter, Inc. Common Stock held by the Plan (see summary below). In addition, the Company has guaranteed the note payable and is obligated to contribute sufficient cash to the Plan to enable it to repay the loan principal and interest in the event the Plan is unable to settle its obligation. 12 17 Badger Meter Employee Savings and Stock Ownership Plan Notes to Financial Statements (continued) 4. NOTE PAYABLE (CONTINUED) The pledged unallocated shares of Badger Meter, Inc. Common Stock are released as principal payments are made on the note payable. The shares released less any shares that are distributed as benefit payments are considered available, and are allocated to the participants' accounts as of the Plan year end just prior to each annual principal due date on the note payable. At December 31, 1997 and 1996, the breakdown between allocated and unallocated shares were as follows:
Shares Available For Benefits Cost Fair Value ------------------------------------------------- December 31, 1997: Allocated 342,526 $2,808,865 $13,957,934 Unallocated 97,236 850,815 3,962,367 ------------------------------------------------- 439,762 $3,659,680 $17,920,301 ================================================= Per share $ 40.75 =============== December 31, 1996: Allocated 322,458 $2,243,083 $6,187,164 Unallocated 114,290 1,000,038 2,192,939 ------------------------------------------------- 436,748 $3,243,121 $8,380,103 ================================================= Per share $ 19.19 ===============
The loan agreement contains certain restrictions and covenants, including a limitation on additional borrowings. The Company contributions are used to make principal payments on the note payable and will release unallocated shares with a value in excess of the principal payments made due to appreciation of the Company's stock. This has resulted in a contribution receivable that is less than the 1997 Company match requirement. 13 18 Badger Meter Employee Savings and Stock Ownership Plan Notes to Financial Statements (continued) 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 6. INCOME TAX STATUS The Internal Revenue Service ruled on August 3, 1995, that the Plan qualifies under Section 401(a) and 401(k) of the IRC and, therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Company is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 7. TRANSACTIONS WITH RELATED PARTIES During 1997 and 1996, the Plan received $208,521 and $185,413, respectively, in common stock dividends from the Company. 14 19 Supplemental Schedules 20 Badger Meter Employee Savings and Stock Ownership Plan Employer Identification Number 39-0143280 Plan Number 009 Line 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1997
DESCRIPTION OF INVESTMENT, COST/ INCLUDING MATURITY DATE, RATE OF CONTRACT CURRENT VALUE/ INTEREST, PAR OR MATURITY DATE VALUE CONTRACT VALUE - ----------------------------------------------------------------------------------------------------------- Badger Meter, Inc.* 439,762 shares of common stock $ 3,659,680 $17,920,301 Massachusetts Mutual Life Guaranteed Income Contract Insurance Company No. IG 4178 10,872,299 10,872,299 Massachusetts Mutual Life Separate Account Group Annuity Insurance Company Contract No. SA 4179 8,810,240 8,810,240 Heartland U.S. Government Fund, Inc. 35,101 fund shares 342,507 345,741 Marshall Money Market Fund 158,337 units 158,337 158,337 Participant loans Unpaid principal 1,279,290 1,279,290 ----------------------------------- $25,122,353 $39,386,208 ===================================
*Represents a related party 15 21 Badger Meter Employee Savings and Stock Ownership Plan Employer Identification Number 39-0143280 Plan Number 009 Line 27(d) - Schedule of Reportable Transactions Year ended December 31, 1997
PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE - ------------------------------------------------------------------------------------------------------ Massachusetts Mutual Life Insurance Guaranteed Income Group Annuity Company Contract, 30 transactions $2,310,039 $ -- Massachusetts Mutual Life Insurance Guaranteed Income Group Annuity Company Contract, 29 transactions -- 1,276,462 Massachusetts Mutual Life Insurance Pooled Separate Account Company 32 transactions 3,329,118 -- Massachusetts Mutual Life Insurance Pooled Separate Account Company 23 transactions -- 790,613 Marshall & Ilsley Bank Marshall Money Market Fund 390 transactions 6,243,161 -- Marshall & Ilsley Bank Marshall Money Market Fund 274 transactions -- 6,427,206
CURRENT VALUE OF ASSET ON COST OF TRANSACTION IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET DATE GAIN/(LOSS) - ----------------------------------------------------------------------------------------------------------------------- Massachusetts Mutual Life Insurance Guaranteed Income Group Annuity Company Contract, 30 transactions $2,310,039 $2,310,039 N/A Massachusetts Mutual Life Insurance Guaranteed Income Group Annuity Company Contract, 29 transactions 1,276,462 1,276,462 -- Massachusetts Mutual Life Insurance Pooled Separate Account Company 32 transactions 3,329,118 3,329,118 N/A Massachusetts Mutual Life Insurance Pooled Separate Account Company 23 transactions 790,613 790,613 -- Marshall & Ilsley Bank Marshall Money Market Fund 390 transactions 6,243,161 6,243,161 N/A Marshall & Ilsley Bank Marshall Money Market Fund 274 transactions 6,427,206 6,427,206 --
16 22 EXHIBIT INDEX EXHIBIT NO. PAGE NO. - ----------- -------- (23) Consent of Ernst & Young LLP, Independent Auditors 23 22 EX-23 2 EX-23 1 EXHIBIT (23) CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-62241) pertaining to the Badger Meter Employee Savings and Stock Ownership Plan, with respect to the financial statements and schedules of the Plan included in this Annual Report Form 11-K for the year ended December 31, 1997. ERNST & YOUNG LLP Milwaukee, Wisconsin June 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----