Badger Meter Inc (BMI) 2013 Q2 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the second-quarter Badger Meter earnings conference call.

My name is Philip and I will be your operator for today.

At this time, all participants are in listen-only mode.

Later, we will conduct a question-and-answer session.

(Operator Instructions).

As reminder, this conference is being recorded for replay purposes.

I would now like to turn the conference over to your host for today, Mr. Richard Johnson, Senior Vice President and Chief Financial Officer.

Please proceed, sir.

Thank you very much, Philip.

Good morning, everyone, and welcome to Badger Meter's second-quarter conference call.

I want to thank all of you for joining us.

As usual, I will begin by stating that we will make a number of forward-looking statements on our call today.

Certain statements contained in this presentation, as well as other information provided from time to time by the Company or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.

Please see yesterday's earnings release for a list of words or expressions that identify such statements and the associated risk factors.

Let me reiterate some of our guidelines.

For competitive reasons, we do not comment on specific individual product line profitability other than in general terms, nor do we disclose components of cost of sales, for example, copper.

More importantly, we continue our practice of not providing specific guidance on future earnings.

We believe specific guidance does not serve the long-term interest of our shareholders.

Now on to the second-quarter results.

Yesterday afternoon after the market closed, we released our second-quarter 2013 results.

I am very pleased to report that second-quarter sales, as compared to the second quarter of last year, increased $6.3 million or 7.8% to a record $88.3 million.

This compares to $82 million during the same period last year.

This increase was due to higher sales of municipal water products, as well as higher sales of industrial flow products, offset slightly by lower specialty product sales.

Municipal water sales increased $6.6 million or 12.5% to $59.6 million in the second quarter of 2013 from $53 million in the second quarter of last year.

These sales represented 67.4% of total Badger Meter sales in the second quarter.

The increase was due to higher sales of residential meters, both with and without technology, as well as higher commercial meter sales.

Sales of residential meters increased 12%, due primarily to higher volumes, offset somewhat by lower prices on select product lines.

The slight decline in prices was more a function of the particular product mix in this quarter, as overall prices have not declined.

Commercial meter sales increased 14.4% in the second quarter of 2013, due to higher volumes of product sold and slightly higher prices.

As we look at the quarter, we believe the increase in municipal water sales was due to a return to normal buying patterns after the impact of weather on our first-quarter sales.

Industrial flow products represented 28.9% of sales in the second quarter this year, compared to 30.4% in the same period last year.

These sales increased $600,000 or 2.4% to $25.5 million from $24.9 million last year.

While volume declines resulted in lower sales for electromagnetic and impeller meters, most other product lines within this group saw sales increases that ranged from flat to 5% higher quarter-to-quarter.

Specialty application products represented 3.7% of sales in the second quarter.

These sales decreased nearly $1 million or 21.8% in the second quarter to $3.2 million from $4.1 million last year.

The decrease was due to lower volume -- lower sales of gas radios and concrete vibrators.

The gross margin as a percent of sales was 33.8% in the second quarter compared to 36.8% in the second quarter last year.

The decline was due in part to a greater percentage this year of municipal water sales, which have lower margins than our industrial sales.

Slightly lower prices and some foreign exchange impacts on the euro-sourced radio boards also had a negative effect on the margin for the second quarter.

Selling, engineering and administration expenses for the second quarter increased $800,000 or 4.5% over the same period last year.

While expenses for employee incentives are somewhat lower, due to the cumulative financial results so far this year, we do have a number of unique charges in this particular quarter.

We have taken a charge of $350,000 associated with settlement of a litigation issue, and we have absorbed a $750,000 non-cash pension charge in this quarter, similar to the charge we took in the fourth quarter last year.

This pension charge is due to the withdrawals from our pension plan occurring faster than the assumed withdrawal rate.

Again, I will remind you that this so-called charge is already reflected on the Company's balance sheet as part of other comprehensive income, which is a component of our net equity.

We are simply required to pull this charge out of equity, put it through the profit and loss statement, and put it back into equity.

Together, the litigation and pension charges had almost a $0.05 per share negative effect on our earnings this quarter.

Also, included in our selling and marketing, engineering and administration expenses was the amortization of the intangibles associated with the purchase of Aquacue, which occurred on April 1.

The provision for income taxes as a percentage of earnings before taxes was 36.1% this year compared to 33.1% last year.

I will remind you that last year's tax provision included nearly $400,000 of credits associated with favorable audit results of prior-year tax returns.

The full year estimated effective tax rate for 2013 is approximately 36.5%.

The cumulative year-to-date amount also includes the recognition in the first quarter of an approximately $100,000 credit as a result of the R&D tax law that was signed at the first of the year.

As a result of all of this, net earnings for the second quarter were nearly $6.3 million or $0.44 per diluted share compared to $7.4 million or $0.52 per diluted share last year.

A quick look at the balance sheet reveals no significant variances other than normal seasonality, with the exception of the preliminary valuation of Aquacue, which added approximately $5.6 million to intangibles and $10.7 million to goodwill, while increasing our deferred tax liability by $2.1 million.

Cash generated from operations was $15.7 million on a year-to-date basis, helped by reduced inventory levels.

Our debt was substantially unchanged in the quarter even with the acquisition of Aquacue.

With that, I will turn the call over to Rich Meeusen, Badger Meter's Chairman, President and CEO, who will have some additional comments.

Rich?

Thank you, Rick, and thank all of you for joining us today.

We were pleased to see a return to normal buying patterns this quarter after the negative weather impact of the first quarter.

The record second-quarter sales demonstrate the strength of our business, and we expect to see this strength continuing in coming quarters.

While our sales were a record, earnings were relatively flat compared to a very strong second quarter last year, after factoring out the unusual items Rick discussed.

On an overall basis, though, we were pleased with our performance for this quarter.

Last quarter, we discussed the recent acquisition of Aquacue, a small Silicon Valley software technology company.

We mentioned that Aquacue has developed a patented unique technology that will significantly enhance our product offerings.

Over the past several months, we have successfully integrated the Aquacue operations into our product development function, and are currently developing new products that use their technology.

As we indicated in the news release, we expect to release these products early next year.

Last year, we also discussed -- last quarter, I'm sorry -- we also discussed the announcement by Elster AMCO Water, LLC of their decision to stop producing and selling mechanical water meters in North America, effective June 30 of this year.

We developed a working relationship with Elster that enabled us to make joint calls on their customers and offer our assistance in a transition to Badger Meter mechanical water meters.

I am pleased to report that this process has gone very well, and we have successfully transitioned a number of Elster customers to our products.

Although second-quarter sales to these customers were less than $0.5 million, we expect to see continuing sales in the coming quarters, as Elster has now stopped all production.

We also released several new products during the quarter, including a polymer version of our popular E-Series ultrasonic residential water meter.

We believe that this lower-cost version of our solid-state meter will drive growth in coming quarters.

We also released an updated version of our ReadCenter Analytics software, which allows municipal water utilities to gather significant amounts of metering data, and perform detailed analysis to improve their operations and customer service.

New product development is a key element of our growth strategy.

And we will continue to invest in additional new products and product enhancements that meet evolving customer needs.

With those brief comments, I'd be happy to take your questions, assuming there are any questions.

(Operator Instructions).

John Quealy, Canaccord Genuity.

So just to pick apart the gross margins for a minute, so the 300 basis point deviation year-on-year, can you talk about relative proportions of the difference?

It's like, how much was the muni side of it?

On the ASP pressure -- or not pressure, but just mix -- on the ASP mix, was it manual meters?

Was it a big volume deal?

Or some of the Elster meters you're winning, are they lower priced?

And how much was the euro impact on the radio board?

Just, if you could, just tease it out a little bit about the relative impacts on the 300 BPs.

Well, part of it is just the fact that, you recall in the first quarter, our volumes were down substantially.

And we had to absorb some of those higher costs.

Our inventory turns less than 4 times a year.

Some of that just turned.

That inefficiency turned in the second quarter.

So we are seeing some of that in terms of some of the cost pressure internally.

It's not really -- our costs didn't increase; it's just that absorption factor, which did turn.

The FX component, probably we could be talking $0.5 million somewhere, effect on the quarter.

In terms of pricing, there was no unique thing that stood out.

It just happened to be the particular product mix or customer mix this quarter.

We did not reduce prices.

But, obviously, depending upon which customers we have, in terms of volumes, there's certain discounts.

So there is nothing that we really point at and said that's the big elephant that drove it in this particular quarter.

And, John, let me comment that for internal purposes here, we group our products into maybe 30 or 40 different product lines.

The margins on those product lines can range from a low of maybe 25% to a high of 60% for us.

And, so from quarter to quarter, it can cause lumpiness in the margins just by how many we sell of one type or another.

And let me, without -- I'm not telegraphing anything and I'm not violating our own guidelines -- but even within the industrial products, okay, the 9 or 10 different products that we track within that grouping, the margins can vary.

So I made a comment that impeller meters are down.

Impeller meters happen to be one of our highest margin businesses, okay, and the fact that some of those volumes are down had an impact on the quarter.

Okay, that's helpful.

The second question, back to the Elster AMCO opportunity.

Is this more of a sort of you're picking up the standard -- I call it the depreciation sale, where installed municipalities with an Elster footprint, they want onesie twosies, and you're helping to fill it?

Or what's the opportunity for all that sort of stranded TRACE stuff, that Elster really didn't have an AMR product to go to market?

So can you tease out the opportunity between what's sort of just repair-ish type of sales and what's the actual automation opportunity?

My feeling is there is a good potential automation opportunity there.

Well, you're right.

Let's back up to your comment about TRACE.

Elster had originally developed a product called TRACE back about 20 years ago, but never really sold much of it, even in water.

Badger primarily sold it and Elster didn't.

Elster, historically, has sold more Itron product on their meters than TRACE or anything else.

So there isn't a big TRACE replacement out there like Badger has seen for all the TRACE that we sold.

There will obviously be opportunity to replace -- as we pick up these accounts -- to replace Itron with Badger products, and certainly to, if not to do that, just to sell the Badger meters, again, with the Itron radio, because we do both.

But these are not onesie twosie replacements.

Elster had won some very major accounts.

And if you go back in their history and look at some of their releases and stuff, you can see some of those accounts.

But these were large cities.

These were some of the 400 -- we always see in our industry there is 52,000 water utilities, but 400 of them make up about 40% of the meters out there.

And these were some of those large utilities that have now transferred their contracts over to Badger Meter and we are fulfilling the contracts.

Now, the pricing isn't where we would like it to be.

In many cases, Elster had gone in with very low pricing, and that was probably one of the reasons why they decided to shut down their operations.

But we believe that if we work with those customers, provide them good service, good products as those contracts come up to an end, we'll have an opportunity to rebid at a higher price.

And we will be the incumbent and have a good shot at it.

So that's kind of our strategy.

So I would think in the second half, you're going to see incremental sales from Elster.

I'm not sure it's going to put a lot to the bottom line, but you're definitely going to see some incremental sales.

Okay, that's very helpful.

And then the last question maybe to the last part of your answer there, Aquacue, when you roll out new products and functionality, this feels like the first true data acquisition or product line that Badger is sort of introducing.

Is this more going to be greenfield installations?

Or are existing Badger users going to be able to use some of this functionality?

Thanks, guys.

Aquacue brings us two things.

One is an ability to significantly upgrade our existing data services -- analytics software and the software we sell.

One is to significantly upgrade it with new features, new functionality.

And basically, we had a technology roadmap that said, over the next couple years, we're going to do a lot of these things.

The acquisition of Aquacue jumps us ahead on the technology roadmap.

So, the first thing it does is it allows us to significantly upgrade our current offering.

The other thing is Aquacue had some customers.

They had a lot of people who were very interested in the Aquacue software, how the Aquacue system worked.

And we are now able to get into those customers.

Those customers are very happy to work with Badger, because, obviously, it's a larger company with a little more strength behind it.

And we've still got the principals of Aquacue involved.

So, it gives us opportunities on both sides.

I think we can go to the next question.

Richard Eastman, Robert W. Baird.

Hey, Rich, could you just -- just to follow-on to Aquacue there.

A couple things.

One is, is there -- do they have any revenue?

And are they -- is their software ready for prime time?

I mean, is -- can we see things now -- with your ownership, can we see their revenue, whatever that number is, start to accelerate fairly rapidly?

The answer is no and no.

The answer is, no, they did not have any significant revenue.

All of their products were -- I mean, they had significant customers, but all of their products were in beta.

They were at the customers in small volumes where the customers were trying them out.

And the information we got when we went through our due diligence was that the customers were very pleased with what they saw.

But Aquacue was still in a position of building out their product, and finalizing it and working through all the beta sites.

So they did not come with significant revenue, but they did come with significant potential.

And the other thing is, as far as can we immediately take their software and go out and start selling it, we determined no.

We felt that we needed about six to nine months to get it ready for prime time, if you will.

And that's why we're saying, in early next year, we should be able to roll out some very compelling products.

Okay.

And then, maybe, Rick, could you just give us a sense of what's the quarterly amortization number here?

In terms of the Aquacue intangibles?

Yes, the new -- yes.

Yes, probably $200,000, $300,000.

Okay.

(multiple speakers) -- quarter.

Okay.

Yes.

And then could you just give us a sense, within residential -- and I know you do not want to strip this out, but the AMR piece, I mean, collectively, residential was up 12% with and without technology, but what was just the local read piece?

And I'm -- can you just give us a sense of that?

Was it better than 12%?

Or less than 12%?

Hold on, they're trying to point me on the line right now.

Oh, it was probably a little bit better than 12%.

Okay, and then just the last question and I (multiple speakers) unfortunately, the operator kind of interrupted to get some information here when you were answering the question on gross margin.

I think I understand why that was low.

But as you move forward, is the tone of business in the marketplace today going to kind of maintain this level of gross margin going forward for six months?

Or is there anything in there that would suggest that gross margin can snap back fairly quickly?

Well, Rick, hi, this is Rich.

A couple comments on that.

One is that I do -- I believe that that gross margin could come back -- back up.

I certainly don't see it going lower.

This was an unusual mix.

I think as we go back to a normal mix, it could come back up again.

We just finished a meeting with our largest distributors over the last couple days.

They are very -- they have a very positive outlook towards the rest of the year, both on sales opportunities and on pricing.

And then when I look at our backlog, the average margin in the backlog, and the average margin of orders coming in -- which I was just looking at this morning, because I anticipated you would ask a question like this -- it looks good.

It looks stronger.

So I am fairly confident that we could see that margin come back.

And, again, Rick, remember, we talked about the fact of the low production in the first quarter, some of those costs turned in the second quarter.

So from that alone, assuming we continue with these normal buying patterns, we will have that regular absorption of those overhead costs.

That's a fair comment.

But, I mean, just realistically, the gross margin in the quarter had to surprise you as well.

It did.

Well, I mean, we saw it as the quarter was going on.

Because we saw what was happening to the mix.

But your question about was the growth in local read more or less than the average 12% growth?

And Rick said it was more.

Well, you understand that the local read meters carry a lower margin than the technology -- than meters with radios.

Yes, I understand that piece.

So (multiple speakers) of where it hurts our margins.

When I look at the mix of what's in our backlog -- and I will grant you, our backlog only gives us about a month to a month-and-a-half outlook.

Okay, yes.

But when I look at the mix of what's in there, it looks like it's a normal mix.

Okay.

So I'm fairly confident that we could see that thing come back.

Okay, and I -- we have noticed this in the past too, this absorption issue with the low volumes and that product turning in the second quarter, is always -- there is always a bit of surprise factor there.

Yes, it's one of the flukes of accounting, that you get to capitalize your inefficiencies onto the balance sheet.

So when we had low production in the first quarter, the cost of producing the product was very high, well, that goes into the value of the inventory.

And then when you sell that product, it results in a lower margin.

Understood.

And, then just lastly, just -- I'm curious, the specialty piece of the business, the specialty meters business, I know that's kind of a catch-all for everything that's not water.

But is there any particular --?

No, Rick, you're wrong.

It's a catch-all for anything that's really not pure flow measurement.

Because industrial meters measure water also.

Industrial meters measure water, oil, gas, chemicals, all of those things.

Okay.

So when we talk about specialty meters, we're really just talking about the concrete vibrator business that came with Racine Federated when we bought that.

Yes.

And we're talking about radios for gas meters.

Yes.

And in that piece of the business, is there a strategy that we can focus in on growing that piece of the business?

Or, again, at some point is this even a segment or --?

It's not a major (laughter) --.

Don't use the word segment.

No, I'm sorry.

I know better.

Yes, first off, the accountants hate it when you use the word segment, okay.

And, secondly, I have to worry that I have people who work in those areas of the business who might get upset if I say it's not a focus.

But I will be honest with you, it's not a major focus for us.

The gas radios were something that we kind of fell into because we had a really good radio and we had a gas index.

We put the two together.

It didn't cost us much.

And lo and behold, we landed Duke.

And it was a great opportunity.

And if there are more opportunities like that, we will certainly take them.

But are we investing substantial amounts into those businesses?

Our major investments are in our core lines, which are the water meters and all of the various industrial meters.

Okay, all right, well, thanks much.

Brian Rafn, Morgan Dempsey Capital Management.

Yes, on the business you guys talked about, you hinted a little bit or around it about commercial meters.

How is that business -- if you segment that out, how is that doing?

Commercial meters are also up.

We talked about that.

And it follows -- when we say commercial meters, the way we use that term is these are the larger meters that get sold to municipalities for their largest customers.

All right?

And those were also up along with the residential.

Can you give us a delta of what's up -- double digits, single digits, higher, lower?

Yes, hold on a second.

I think I did.

But -- commercial meters sales increased 14.4%.

Okay, up 14.4%.

Okay.

(multiple speakers) quarter.

Do you see with the larger commercial meters, these large meters for utilities, maybe more installations of larger pipes?

And is that in tandem as a conduit with the smaller meters?

Or is that -- does that have a separate like installation lifespan so to speak?

Occasionally, it can have a separate life onto its own.

Generally, they move in tandem.

When municipalities change out, they'll change out residential and commercial at the same time.

Okay, okay.

There are cities that do residential separate from commercial.

And, again, it depends on the particular product mix or customer mix in a quarter, and can go both ways.

Okay, okay, okay.

On the -- you guys talked about the Elster AMCO, I missed some of the comments.

They had me back off-line asking me questions, the moderator.

The -- how much business from the standpoint of higher AMR/AMT business does that Elster AMCO line provide, or how much opportunity potential?

From the old standard mechanical drive-by, local read type stuff?

Brian, this is Rich.

On its surface, the opportunity for Elster AMCO is fairly basic mechanical meters without radio.

And the reason I say that is because that's the product line that Elster shut down.

That's what they were selling.

They weren't selling a lot of their own radios.

They were selling Itron radios.

So on its surface, that's what we're picking up.

Now, on the other hand, it represents a huge opportunity for us to sell higher-end meters and to sell the radios, our radios, with the meters, so we view it as a good opportunity.

Okay.

Is there also -- if that -- you mentioned a little bit lower end.

You talked a little bit, I think, Rich, about an aptitude discount.

Is there also an opportunity for some of the lower end -- polymer, plastic versus, say, the brass type meters?

You mean with the (multiple speakers) --?

With Elster, yes.

Well, I mean -- our polymer meters -- our polymer mechanical meters are still relatively small.

About 15% of the meters we sell, 15%, 20% are polymer meters and 80% are brass.

Polymer does very well in Latin America, because they are concerned about theft of the brass.

So we are able to sell quite a few there.

But in the United States, they haven't historically been a strong seller.

Where we do see an opportunity for polymer meters going forward is with our solid-state E-Series.

Because there, the polymer meter, the design of it, results in stronger spuds and a stronger body.

So we believe that that's going to be something that customers will be interested in.

Okay, and what's the -- Rich, is the Aquacue you talked about software analytics.

What is Aquacue measuring?

What software specifically does that address?

Aquacue's software provides the utility with a very easy to use and smooth interface to get their data and analyze their data.

And so by putting some of those interface features into our ReadCenter analytics, we believe we can significantly enhance it.

But then Aquacue goes beyond that.

And we have talked about this for years, that we provide data to the water utility.

We generally don't provide data to the consumer.

In other words, to the water utilities' customers.

And many of our -- many of the water utilities have an interest in wanting to provide data directly to the customers that will encourage the customers to use less water and conserve.

A lot of the Aquacue software allows our utility customers to pass data down to their consumers in a very easy to use format that can be read on an iPhone, on a computer, on an iPad, whatever.

And -- or with text messages telling them about their water usage, perhaps to identify leaks, perhaps to encourage conservation.

So those are the types of features we're looking at.

Okay, is that primarily a regional geographic thing?

Because here in the Great Lakes, we pour gallons of water on cars.

It's not really a water issue.

Is that like a California type issue with conservation?

Yes, Aquacue clearly started out in California, because this is a big concern out there -- water conservation.

But frankly, water conservation is becoming an issue all across the United States.

And, you're right, those of us in the 20% of Americans that live in the Great Lakes Basin, are blessed that we have a lot of water.

But remember that that water that you pour on your car has to be pulled out of the Great Lakes, purified, dumped on the car, re-purified, and put back in the Great Lakes, and that takes a lot of energy.

So you're not just talking about your blue footprint, you're talking about your green footprint.

Right, okay, okay.

(multiple speakers).

You talked a little bit about the pension costs and I think a large [pensioner] withdrawal.

Did that -- does that at all look at an acceleration maybe in retirees in the labor pool?

Well, I think that's what's driving it.

Basically, the withdrawals from the pension plan are exceeding the assumed rate of withdrawals.

And so, yes.

And we've had more than normal turnover in the past six months, and that's what's driving that.

And I suspect, by the way, that that's still non-cash charges will continue for the next couple of quarters, at least.

Okay.

(multiple speakers) And then it begs another question to Rich.

(multiple speakers).

You guys talked, I think, in the past about headcount hiring, adding some engineers, adding some accountants.

Is that still going forward into 2013/'14?

You hear Washington talk about nobody's doing any hiring.

But you guys have talked about looking at kind of high value-added design and engineers.

Is that still going forward?

Well, Rick, did you want to finish your comment?

I forgot what I was talking about (laughter).

(laughter) Yes, Brian, we are strategically adding heads where we feel it is going to have a significant value to the Company and be able to create some shareholder value.

So, yes, we have added some people in key areas.

Frankly, it's a good time to be able to add because there are some really good people out there looking for jobs.

And, Brian, let me go back to your pension question.

Right.

One of the reasons that we are triggering this charge now -- and it's convoluted; it has to do with the accounting formula -- but the fact that we froze the pension plan a couple years ago really reduced the threshold as to when these things get triggered in the accounting world, more than anything else.

By freezing it, we basically cut the threshold in half.

And so even if withdrawals were fairly normal, we would have a better chance of doing this.

But we were going to take this charge -- well, actually we took this charge years ago; it's already part of equity.

This is the accounting convention, so --.

Okay, all right.

Thanks, guys.

Appreciate it.

(Operator Instructions).

Glenn Wortman, Sidoti.

On the SG&A, I mean, if you strip out the pension charges and the one-time legal settlement charge, SG&A was down substantially sequentially.

Should we kind of consider these levels going forward?

How should we be thinking about modeling SG&A?

Well, one of the reasons it's down is, as I mentioned in my comments, is that employee incentives loosely translated as annual bonuses and the like, okay, has really been reduced.

The effects of the first quarter suggests that maybe we won't be getting those incentives this year.

So, we not only reduce the charge in the quarter, Q2 over Q2, we probably also reverse some of what happened in the first quarter because of the results to date.

So you probably have to factor that back in on a going-forward basis, because it's always our intent to make more money than in the past, which would mean a return with those employee incentives.

Okay.

And then at this point, I mean, do you think you can quantify what you see as your realistic revenue opportunity from Elster leaving the market?

Or are we not quite there yet?

Hey, Glenn, it's Rich.

That's a hard thing for us to quantify at this point.

Elster's sale of mechanical meters only was probably a total of a $20 million business.

But, obviously, we have an -- we're optimistic about capturing a large piece of that, but then also putting radios on a lot of that.

So it could be an even larger potential.

Okay.

And then, finally, you alluded to some better pricing, perhaps in the back half of the year.

Do you have price increases out there?

Have you just recently implemented some price increases?

No, I wasn't referring so much to better pricing as I was returning to a mix returning to normal.

Right.

Which could result in a higher-margin.

Oh, okay, okay.

Better pricing would be when a lot of these Elster contracts come up for renewal and we have an opportunity to renegotiate them.

Okay, all right, thanks for taking my questions.

(Operator Instructions).

Richard Eastman, Robert W. Baird.

Yes, just a follow-up.

Rich, just as these Elster AMCO sales ramp up in the second half, and you have some visibility on that, it sounds like you're going to be supplying at Elster pricing.

I know this is incremental for you, but this is not -- you're going to make money on these, right?

We are going to be providing (multiple speakers) --.

Yes, let me --.

The short answer is yes.

Yes.

Last time I answered you, no and no.

This time it's yes, yes.

Okay.

We -- on a contribution basis, we are clearly making money on these.

Okay.

And we have -- although the fully absorbed margin is not where we'd want it to be, we are certainly making money.

Okay, all right, but it does sound like, again, pace of ramp will be important, but this will keep some pressure on your gross margin?

Yes, but Rick, we're not obligated to accept the Elster pricing.

Okay?

We will -- to the extent we want to do it and strategically we want to do it, we will take that pricing, but we also have the opportunity to go in and say, it's not enough, we need more, and here's why.

I see, okay.

Also, Rick, not everything we're taking is at Elster's pricing.

We've had a few customers that immediately gave us price relief when we took it over.

We also had a particularly large customer where we had won a percentage of the contract, and Elster had won a percentage.

Elster's price was lower than ours.

When the customer decided to give the entire contract to us, it's at our pricing.

I see, okay.

(multiple speakers).

And this new polymer meter that you have now, the E-Series, with a polymer meter, what is the price just -- again, list price; I'm not talking about discounting.

But just what is the list price on that product look like relative to the typical brass E-meter?

Is there any cost advantage there?

Yes, there is.

Because it is substantially lower, substantially -- like I'm probably talking 10% to 20% lower -- than selling the same meter with a stainless steel body.

So we offer the stainless steel.

It's more expensive.

Some customers prefer the stainless steel, but we have competitors out there that are offering polymer, and customers are saying, you know, for a lower price, I'll take a chance on the polymer.

I see.

Now we design our polymer, I think, it's superior to what else is on the market because it has stronger spud strength, which is one of the concerns with polymer meters.

But we are able to get down and match our competitors' prices on that and still maintain a good margin.

And that particular product now goes into the AWWA three-year eval process?

Or is it out the back end of that?

No, the AWWA eval process is over technology not products.

So when we introduced the ultrasonic technology, that's what went into the AWWA approval process.

It's a five-year process and we have -- how many years?

We're four years --?

(multiple speakers) We're in then we've got another year to go.

So we have one more year to go where AWWA would certify the technology.

Whether it's stainless steel or polymer or whatever, it's still the same technology.

Oh, I see, okay.

Very interesting.

Okay, well, thank you.

Brian Rafn, Morgan Dempsey Capital Management.

Yes, Rich, just a follow-up.

Given the tepid recovery over the last few years -- budget, fiscal constraints, tax issues -- as you start to ramp up, if we were to have the economy roll over again -- you know, there is a core obsolescent replacement in your business.

Is that enough, perhaps, to provide some defensive sustainability to business going forward, that it has to be replaced for obsolescence, and that you really have used up that ability to retard that from utilities?

Yes, Brian, we have estimated -- and there is no way to know for sure -- but we have estimated that maybe two-thirds of our business, of our water meter business, is simply replacement.

When the meter wears out, it has to be replaced.

In some states, that's a law; in some states, it's a guideline; but most utilities somewhere in the 15 to 20-year time frame will replace their meters.

And it provides a good, strong base of business for us.

Now the problem is, when I ship a utility meters, I have no idea which ones go on new housing and which ones are used in replacement.

So we have a hard time getting the exact number.

But based on our surveys and our conversations with customers, we think it represents about two-thirds of our sales.

So that's why I've always said in the past, we are not recession-proof as a company, but we are recession-resistant.

Obviously, when housing starts dropped, that had a big impact on us.

And as housing starts come back, that's going to be very helpful to us, because that all represents new meters.

But as far as the basic replacement business, we didn't see utilities stop replacing meters because of the economy slowing down.

What we saw maybe is a move back towards more manual in the short-term, versus something with automation simply on a cost basis -- which, again, that goes to that mix question that we talked about.

It may have slowed down the conversion to automation, but the meter replacement itself was still there.

Okay, okay.

And then you know, you've talked, I think, in the past -- and correct me if I'm wrong, Rich -- you have 12 of the 16 types of meter flow measurements or 14 to 16 -- there is a number that's fairly up there.

Are you still procuring -- are you still targeting or surveillancing, from an M&A standpoint, to build out the other line?

Or are those other missing types of meters just not very large from a dollar sales revenue standpoint?

Yes, we say that we have 12 of the 16 ways of measuring flow.

Now when we talk about 16 ways, we are talking about the common ways.

There's obviously sonar and laser and really exotic stuff.

But I'm talking about the commercial ways of measuring flow.

And we have 12 of those 16.

The four we don't have, three of them are interesting -- well, one is a target meter that's an old technology.

It is actually decreasing in its use and is not something that's of a lot of interest.

Thermal mass meters are very interesting.

It's a growing area and it's something that we wouldn't mind getting into if we can find the right opportunity.

But the big one that we don't have is the single-jet multi-jet meter.

And the single-jet multi-jet meter is the way water is measured outside of North America.

Most other countries use that type of technology.

We don't have that and we'd be interested in getting it.

Although we wouldn't need it for North America so much, we would need it if we move into other countries.

However, that is a mechanical technology.

And just like in this country, where we use positive displacement, and there might be a move to the E-Series over time, to a solid-state type technology, it may also happen worldwide where that mechanical technology is replaced with some kind of solid-state technology.

Yes, okay, okay.

And then just one other -- you guys mentioned Elster AMCO having very, very large giant kind of water utilities, large cities.

Is there any opportunity for some of the large, like GALAXY systems, the major integrated systems for them, beyond just the -- going from mechanical to radio, but actually going to the big kind of the grid system?

Well, I think the Elster customers that are out there right now have already picked technologies.

Elster was supplying the meter.

And as Rich said, Itron, in most cases, was supplying the technology already.

So they have made their technology decisions.

So I don't see them switching.

Now what it does, it gives us an opportunity to come in if they're still just buying pure mechanical Elster meters, to introduce them to our ORION product, to our GALAXY product and the like.

But I think the immediate source of opportunity is just replacing of the meters from Elster to Badger.

Okay.

All right, guys.

Hey, thanks.

Matthew Dodson, JWest, LLC.

Congratulations on a great quarter.

I just have one quick question for you.

You talked about how the wet weather in the first quarter hampered your sales.

And then you talked about how the second quarter had strengthened.

Do you attribute that to pent-up demand?

Or do you attribute that to acceleration in your end markets?

Well, I don't -- I wouldn't call it acceleration.

What happens in our business is -- and it wasn't necessarily wet weather as much as it was snowy weather.

I mean you actually couldn't see the pits out there.

And what happens in our business is when we have pauses like that, business simply resumes.

Right?

And it just -- and it carries on.

So what we are calling it is a return to normal buying patterns.

You know, one of the things about our business is that to install a meter, you still need somebody to go out with a wrench and turn pipes and install the meter.

So this isn't like -- they would have normally installed 10,000 meters in the first quarter, and because of the snow cover, they didn't install any; so now in the second quarter, they are going to do 20,000.

There is a limit to how fast you can install meters, depending upon how many people can get out in the field with wrenches.

So we don't normally see a huge pickup after a slow quarter caused by catch-up as much as we do a return to normal.

And then based upon that, can you talk about your distributors' inventory level relative to your sellout?

Yes, you know, the distributors for the most part will carry meters that are -- for the most part, most of our meters are custom-made to particular customers.

And so our distributors will carry the supply they need to service their local customers.

But most distributors don't carry significant amounts of inventory.

They will carry enough meters to cover them during the leadtime for replacement by us.

This is where the small cities need five meters real quick, and the distributor will have them on the shelf.

And he will be able to do that, and then they will order another five or 10 from us to replace it.

So, we've been accused in the past of stuffing the pipelines, but it's kind of hard, when everything is mass customization, to do that.

And my final question, can you talk about this lead-free act that's starting the first of this year?

And how that's really going to affect the ASPs and then your overall margin structure?

Yes, that has been on our radar for several years.

We and all of our competitors are fully ready for it.

I don't think there's anybody out there who is going to have a big impact.

We have already stopped making the leaded brass.

We converted over to the non-leaded brass.

All of our products are now in compliance -- are compliant with the January 1 requirements, so we don't even see it as an issue.

And so, have your distributors brought on this lead-free inventory?

Or are they just running down the existing inventory?

And when do you think that will be cleared in the channel?

I think, for the most part, most of it is cleared.

Most of it's been going on almost for a couple of years now.

There are still a handful of customers who intend to get meters installed yet this year, who say, give me the standard brass.

But what's happened from a cost -- and I think where you're going with this -- a cost standpoint is, the standard 81 metal, which was the leaded brass that's been used for years, as we have purchased less and less of it, those costs have come up.

And the non-leaded, the bi-alloy, those prices have pretty much evened out.

Okay?

It's to the point where pretty soon the 81 brass will cost more simply because we are not using that much of it any more.

And so, as Rich said, for the most part, we have already transitioned now.

The distributors are -- if they have any inventory, it will be gone and installed before year-end.

And again, we don't view it as an issue.

Got you, perfect.

Thank you very much.

Ladies and gentlemen, this will conclude today's question-and-answer portion on today's call.

I will now turn the call back over to Richard Meeusen for closing remarks.

Yes, I just want to comment again that we were pleased with the quarter's results.

We do remain optimistic about the rest of the 2013, and beyond.

And I want to thank everybody for joining us today.

So, thank you.

Ladies and gentlemen, that concludes today's conference.

Thank you for your participation, and you may now disconnect.

Have a wonderful day.