Good day, ladies and gentlemen, and welcome to the Badger Meter Q3 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions]. As a reminder, today's conference call is being recorded. I'd now like to turn the conference over to Rick Johnson, Senior Vice President of Finance and Chief Financial Officer. Please go ahead.

Thank you very much, Candice. Good morning, everyone. Welcome to Badger Meter's third quarter conference call. I want to thank all of you for joining us. As usual, I'll 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 risk and uncertainties that could cause actual results to differ materially from those in these 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 onto the results. After the market closed yesterday, we released our third quarter 2016 results. At a high level, sales were down, but at a better gross profit percentage which resulted in higher earnings for the quarter over the third quarter last year. The net sales were $96.3 million, a decline of $3.1 million or 3.1% over last year's third quarter. This was caused by lower sales of both municipal water and flow instrumentation products. Let's talk about some of the details. Municipal water sales represented 77.4% of sales in the third quarter of 2016 compared to 76.8% in the third quarter of 2015. These sales decreased $1.9 million or 2.5% to $74.5 million from $76.4 million last year. The decrease was due to lower sales…

Thanks, Rick, and thank all of you for joining us today. First I was pleased with the quarter's results especially given the softening in orders that we saw coming into the third quarter. As expected, July was a fairly weak month, but we saw a rebound in August and September resulting in a solid quarter. Net earnings were up 5.6% over the same quarter last year even after the $740,000 non-cash pension cash charge that Rick mentioned. As you may recall I indicated during last quarter's call that we saw some softening of order input related to our BEACON product. Due to the high demand for our BEACON software we encountered a bottleneck in developing the necessary interfaces between BEACON and the building systems used by both current and potential customers. For each new BEACON application it's necessary for us to map our database to the database of our customers systems. Unfortunately many of our customers do not have sufficient internal IT personnel to rapidly provide us with the necessary information which caused a slowdown in this process and a corresponding slowdown in new order input. We assigned additional personnel to assist our customers in this process and have been working to reduce the backlog. Although this negatively affected our July sales, we did see improvements as the third quarter progressed. In addition to the impact of the BEACON backlog we also saw some customers delay orders due to speculation in the marketplace over our recent review of strategic options. Important to note that in our opinion, and based on feedbacks from the field, neither the BEACON backlog nor the impact of our review of strategic options resulted in a loss sale. Rather we saw customers delaying orders. With that review behind us, and the continued work on the BEACON…

[Operator Instructions]. And our first question comes from Richard Eastman of Robert W. Baird. Your line is now open.

Yes, good morning Rich and Rick. Could you provide may be a little bit more color on the gross margin. I kind of understand perhaps why some of the costs are down certainly copper and I think material currency in there that's beneficial. But at that revenue level I'm just kind of curious just the sustainability at this revenue level of that gross margin number.

Rick, this is Rick. I think the first thing is probably the biggest thing that affected our margin in our minds was lower obsolescence cost this quarter. Last year, we had a significant charge in there. We -- I think we wrote down some gas radio. This year, we didn't have that. In addition, just normal obsolescence, I think we're doing a much better job and we've really controlled that cost. So I think that's in there. I agree with you, material costs are down, but not as significant, I think, as some people think because actually, copper has -- is in the same general neighborhood as where it was last year. Much of that was behind us last year at this time, so you've got that in there. And we don't comment about but product mix is always a factor. And when you're selling more products with radios, you tend to get higher gross margins.

Yes. And now, again, you've got this new Texas warehouse. Perhaps that didn't come into play at all in the third quarter, but I'm thinking of the -- I'm thinking of gross margin sequentially from the second quarter to third quarter. So we have a decline in sales, we have more gross profit margin, copper sequentially doesn't matter or was flattish, but just what would be the driver sequentially, just to be able to get our arms around it? Is it somehow mix or --?

No Rick, it's Rich. I think its two things. One is that it is some mix, but also we have had a stronger focus on pricing discipline. And we probably could have jacked some more sales in there to make the top-line little bit better, but we're trying not to chase after really low-margin business. And we are seeing some of our competitors chase that low-margin business, as they're concerned about filling their factory, but we try to maintain a more disciplined approach. So I can just say that from my point of view, and I review all of the large bids that we do, I can say that, over the last six months, I've noticed that, on our large bids, we're maintaining a better discipline at going after higher-margin business.

Okay, okay. And then just one quick question on the revenue line. Can I ask, again, generally speaking, the third quarter is kind of flattish with the second? I understand, may be the pothole came in July and we made some of that up in the balance of the two months of the quarter. But when you think about the revenue line here perhaps being $6 million, $7 million lower sequentially, what would be the buckets there, perhaps, where you came up a little short on plan? I presume the Mid-East I thought we were going to make some of that up, and also, it sounds like the industrial flow business was may be a little bit weaker than you thought.

Industrial flow, Rick industrial flow is off about 5% off of last year, both for the quarter and year-to-date. So I don't see -- there isn't a big impact there, okay? Clearly, we did not have some of the Middle East stuff in the third quarter. The Middle East a lot of that is getting pushed out and we're very hopeful we're going to see some of it in the fourth quarter, but it may be going to get pushed off into 2017. That's a very lumpy business because it's all contracts that occasionally come up and you either get them or you don't. So when you're talking about sequential quarter-to-quarter, I feel like August was a normal month and September was a strong month but July was an unusually weak month. And so you're right, we did make up some of it. But coming into July, and I mentioned this on the last conference call, we were seeing a slowdown and a lot of that slowdown was attributed to just this backlog in getting the BEACON connections done. We threw more people at that, we've gotten that to improve, and as the quarter went on we saw that improve.

Okay, okay. And just to tie in on the revenue line, when we had Hurricane Sandy, when that hit, there was a pretty substantial wrinkle in demand when it came to replacement product. Is there anything that we should anticipate in the fourth quarter for Matthew?

Yes. I was waiting for somebody to ask me that. So Rick, you get the award for asking that question.

Okay.

He's first.

Well, you're first, that's right. So may be everybody would've asked it. So that's a good point. Rick --

Is the answer yes or --?

The answer is yes. When we had Hurricane Sandy, it affected a lot of our Northeast utility purchases, okay? So now we're looking at what the impact and we haven't seen it yet, it's going to be a fourth quarter impact, what the impact will be on the Southwest. I don't expect it to be as significant --

Southeast.

I mean Southeast. Did I say Southwest? I mean --

Yes, I understand. Yes.

I don't expect it, I'm geographically challenged today. I don't expect it to be as significant and now I'm speculating, but I don't expect it to be as significant as what we saw with Hurricane Sandy or with Katrina because we're later in the year, and a lot of utilities are wrapping up their meter replacement programs as they're heading into winter. So we might not see as severe an impact as we've seen in the past. But as you always know with these, it doesn't result in a lost sales. What happens is the utilities said, well, we were going to have our crews spend the next month or so replacing meters, but with this hurricane that came through, we need them to be cleaning out catch basins and helping us with other issues, and so they divert the crews. And once they're done with that, meters still need to be replaced, and so then they come back for meter replacements.

Fair enough, okay, all right. Thank you. I'll turn it over. Thanks.

Thank you. And our next question comes from Brian Rafn of Morgan Dempsey. Your line is now open.

Hey let me ask you, there has been more economic pundits talking -- they are using the word recession, slowing economy. When you look at your business -- obviously, I think there is about a 6% obsolescence that is replaced. Do you see utilities when they are looking at recessionary time? Do you see orders fall off after the fact you are in a recession, tax revenues fall, or do you see water utilities' position on potentially -- kind of a weakening trajectory?

Brian, there's definitely a lag, from what we've seen in the past. When we had the great recession of '08, '09, we didn't see an impact until we got into '10 and '11. So there's definitely a lag --

On the water.

On the -- we're talking about water side of our business. The water utilities, they tend to lag. And then they lag getting back up again. So that's what we saw last time. If we do hit another recession, we would expect to see that. We don't see it yet. On our flow instrumentation side, that's a broader economy. And so yes, if there's a recession, it does hurt flow instrumentation.

And you would see it probably more on the flow instrumentation side immediacy, there is less of a lag.

Correct.

Yes, okay, I got you. You guys launched this new customer experience center. How material is that for municipal clients, large commercial utility, corporate customer? What's kind of the genesis of that?

Yes, Brian. For those who don't know, we did some remodeling this year, last year, and this year at our Milwaukee facility to create a customer experience center. We do bring a large number of customers to Milwaukee for training. Pretty much every week we're running some sort of event here for training customers or bringing in potential customers. And we felt that our facility here was getting older and was not showing well, and we weren't using some of the modern technology to give the customer the experience that they would expect from a higher tech company. So we made the investment. We remodeled a section of our plant to make this center. The response from the customers has been extremely positive. When we -- when we're dealing with somebody who's never dealt with Badger before, and we're talking about our large multi-million dollar contracts, bringing the key players to Milwaukee, giving them a tour of the factory, showing them how we cast our meters, how we do our R&D and then showing them our entire breath of metering products, it's very important, it's very important to their decision-making process. And I'd even say with the Middle East, when we make sales in the Middle East, very often, they will fly teams over here to inspect our factories, to inspect our facilities. And so all of that has been an important part of the sale process. So we feel good, we opened it a couple of months ago and thus far, all the feedback we've gotten has been very positive.

Okay. You had a comment on Hurricane Matthew. Is there any -- obviously, certainly, as those municipalities that are in kind of triage and fixing damage, is there any component to the water meters that might be damaged or beyond just the normal obsolescence because of this?

No, we don't get after a hurricane, a large number of sales of replacement meters because of damage. The meters tend to be pretty robust. You can have a lot of damage to collection powers if they have a fixed network system, that's why a lot of our customers are starting to prefer looking at a cellular option, because one of the things we know is that when if there's a hurricane or a natural disaster, one of the first things that happens is the cellular system gets high-priority for being brought back online and that's because that's the system used by first responders. So when they have our cellular option, there's no utility owned infrastructure up in the air. When they're using fixed network sold by Badger and by our competitors, there is a lot of fixed infrastructure that has to be repaired. And it takes them longer to get up and running again. But as far as the meters themselves, these meters are mostly underground. They're very robust. We really don't see a big uptick in meter sales.

Okay. And then, on the BEACON software, as you guys have launched that, have you seen from a sales standpoint an interest, bid quotes -- have you seen a surge of kind of the early adopters and it leveling out, or does it continue to be robust?

Well I think we talked about it. We see a lot of interest in the BEACON software however until we get this interface issue behind us. That's what's holding back and delaying some of the sales right now. And then once of interface issue is resolved, oftentimes, utilities just want to buy and they'll test the 100 meters. And so we're working through those issues. In fact, I think Rich got in the last call, said may be we had about 140 customers.

Right, put some numbers around it.

Yes. And we worked through half of that backlog already in the third quarter, now we've added some more to the backlog but we're working through those issues. So there is great interest in the BEACON product and that's what -- that's why we're optimistic about the future.

Yes. The one thing we have noticed and I'll reiterate what Rick said, one thing we've noticed, Brian, is there are a lot of utilities are really interested in getting a better handle on the analytics of their system. They want to understand better how their water is being consumed, how their system is operating, what the performance of the radios are, what the performance of meters are, and BEACON gives them all that. And so there's a lot of interest in that system. And like I say, we're getting these customers up as fast as we can, but obviously you have to get them on the billing system before they want to start deploying the meters.

Yes. Let me ask you this, on that point, Rich, given these legacy customers and budgets on that, is there a responsibility on their part to carry more IT people on their side as you go into the 21st century and it is really going to be driven by an analytics type experience and technology?

So in our system, I would say absolutely not, Brian. We design our systems with the water utility in mind and you have to understand that the average water utility in the United States has about 1.5 employees, I mean so we're talking about very small utilities. When we design it that way, we understand they're not going to have an IT department. In fact, in most cases, we're not working with the utilities IT department; we're working with a small vendor that wrote the billing system for the utility, usually local to that utility. And so those are the guys that we have to spend our time working with on the interface. But we designed BEACON to be very much a plug and play once you get past this billing interface, and they shouldn't need additional IT support. Now I have to say, that's in contrast to the approach some of our competitors have taken. Some of our competitors, where there making a software package that they expect to be used by electric, gas, and water utilities, obviously that package is going to be much more complex and need a lot more support. But in our case, we're making it just for the water utilities; we're making a very simple package.

Yes. Let me ask you, then, just on the strategic planning that you guys have kind of gone through. Is that an annual exercise, Rich, or is that something that is episodic driven by stock price, economy, availability, M&A? How do you guys see that?

Well, obviously, every year, and in fact, we've got our November Board Meeting coming up, so every year in November; we prepare a strategic plan for the next year and beyond a four year outlook beyond that, so it's a five year plan that present to the board. And then occasionally and it is episodic, I would say may be it's every four years or so, the board says let's look to a deeper dive into options. And that's what happened at last November. Now the last time that happened, about four years before that, what the end result was we borrowed about a $100 million, we bought back about $30 million in stock, and we bought a company called Racine Federated. So this time, we've done it again, and the end result of it this time was the stock split, a dividend increase, and a continued focus on our current strategies. But there's no doubt that at some point down the road, the board will want to do it again, but it is episodic, not annual.

Got you. And then, the guy that leaked to the Wall Street Journal is he working a picket line in Alaska?

Well, I'd love to find them but it seems in reality, we'll never know, Brian.

All right, got it. Thanks Rich.

Thank you.

Thank you. [Operator Instructions]. And our next question comes from John Quealy of Canaccord. Your line is now open.

Hey, good morning Rich and Rick how are you? So a couple questions. Post the strategic review, so two parts here. Number one, can you talk about your thoughts about M&A? In the past, you have done some bolt-ons in flow and, clearly, in the software space quite successfully. You have also done some distributorship tuck-ins. So can you talk about that process and perhaps your current thoughts on that?

Sure. And right now, when we say we're going back to our -- we'll stick to our core strategy. When it comes to acquisitions, it falls into three groups. First off, we are going to continue to look at our distributor network and make acquisitions within that network as appropriate and I will say, we have another one in the pipeline and we are keying up what would be the fourth distributor acquisition. These are all relatively small. They're all less than $20 million, so they are not huge acquisitions. But in the case of our distributors, we've always had a very close relationship with our distributors. The majority of what they sell is Badger Meter product and so it's a fairly easy acquisition for us to make and integrate, and we found it brings a lot of value, both to us and to our customers, by having those under Badger Meter. The second group of acquisitions is in the flow instrumentation side. We kind of put that on a hold as we are going through a strategic review but we're firing up those again. And again, we're looking for the small strategic acquisitions like the ones we did in the past. These could be now Racine Federated was an exception, it was about a $60 million acquisition, but normally, these are $10 million-type acquisitions also. So we're continuing to look for those. And then the third group I would put out there is where we look for a unique new up-and-coming technology that perhaps somebody has done work on developing, much like when we bought Aquacue. And we're able to go in there and modify it for our industry. Very often, we look at and say should we buy the technology, should we license the technology, or should we buy the whole company? In the case of Aquacue, we decided to buy the company because we wanted the -- we wanted to use their capabilities to make the BEACON product and the ORION Cellular. So those are the three groups of normal acquisitions. Beyond that, our board is still open to larger acquisitions, the major game changers. And this will be something we'll be talking about in November, as to whether or not there are other opportunities out there we should be looking at and like any company; we're always looking at things like that. I hope that helped.

It does. And then, to follow-up the channel question, so you said the strategic review caused some customers to pause. I would imagine that would be some of the more manual read type meter stuff, or did you lose any system sales? I can't imagine -- I mean, Badger has such a good brand name. Sorry for the commercial, but I just find it hard that someone just pushes off because you might get sold or something.

No, John, we didn't lose any sales at all. But I even have a video of a competitor's sales person standing up at a Billeri town council meeting and saying you're about to sign a contract with Badger Meter, you might want to hold off because they're -- there's a rumor that they are for sale and they might stop making water meters. Okay, so honest to God, he said that. And I've got it on video. And it's bizarre that seen very often, council members of a small town who don't really understand how these things work would hesitate and say, well, let's just put it off for a month and or two and take a look at it. So we saw some delays but we didn't lose anything. Nobody said, well, we're going to go to another company because Badger is for sale. I mean obviously, Sensus recently got sold. Before that, Elster got sold. A lot of companies get sold, and none of them are going to stop making their products that once drive their company. So it's just a disruption. It's a confusion factor and it causes a little bit of a delay. And I think that's what we saw.

All right, thank you for clearing that up. And then lastly, I know you hate for a conjecture, but the Sensus deal with Xylem, so Sensus was speculated to be for sale for quite some time. Xylem seems to be a very responsible equipment technology supplier into water municipalities. Rich, offer your thoughts around pricing discipline. You talked about you folks being more disciplined. Do you think the industry gets a bit more disciplined now, or how do you think that shakes out if you could offer anything? Thank you.

Well I think the Xylem acquisition of Sensus is going to be very interesting because from what I understand, they have some very aggressive synergy targets, cost reduction targets, associated with that acquisition. But Xylem obviously didn't make water meters before, so you don't have channel synergies, you don't have manufacturing synergies. So I think there is going to be some challenges in getting the synergies that they want to get and it would be interesting to see how they do that without having any real operations that they can integrate. There's also the question as to whether or not somehow any of the current Sensus products can integrate with any of the current Xylem products. I think that's going to be challenging too because obviously the water meters are sold to water utilities and many of the Xylem products are sold into other channels. So that's going to be a challenge too. As far as pricing, Sensus has always been a very disciplined company when it comes to pricing. I really don't see that changing dramatically. And I think they're going to continue to compete with us as they have in the past. I don't see if it changed there. Now I'm talking here -- when I talk about pricing, I talk about North America. I'm not that familiar with Sensus pricing in other markets. But I know in North America, they've always been very disciplined.

All right. Thanks again. Good luck guys.

Thank you. And our next question comes from Bob Chernow of RBC. Your line is now open.

A question, if I may. Do you view the problem with the software as a temporary problem or a long-term one? And, if you view it as a short-term one, are you pulling in outside consultants to help you with the software problem, or are you planning on hiring other people if it is a long-term problem?

Yes. Bob, it's a good question. First off, we view it as a short-term issue. We got caught by surprise because we did not expect the BEACON software to have the out of the huge popularity that we saw. We thought it would take a little while longer and for the utilities to come around to saying yes, we really want to integrate this. So we did get hit with a large number of integrations in a very short period of time. We had staffing ready to deal with them, but clearly not enough. What we did, Bob was we reassigned people internally over to working on that, people who had experience and knowledge on it and then we supplemented those positions with some outside service. So harder to bring in an outside service to jump right in and learn how to do this on day one. But fortunately, some of the software engineers who had worked on the design of BEACON were very familiar with it and we could do reassign them over.

And Bob, some of the delays are not necessarily because of us, it's simply getting access to those IT vendors of the various water utilities and really that's almost been more of an issue than anything else because it takes them -- these are -- lot of these are mom and pop shops, so you're looking we will get to it in about two months. And as once you devote the resources, some of these issues are resolved in a week. It's just a matter of getting their time and getting on their calendar.

Right. Bob, we had one vendor who, one software vendor who had provided the software to three utilities that all wanted to move on to BEACON and the answer was, well, it's August the guys who handled this are on vacation. They'll be back in a few weeks, so they won't be able to do anything. And so we actually run into that kind of thing.

Thank you. And our next --

Go ahead, I'm sorry.

And our next question comes from Richard Eastman of Robert W. Baird. Your line is now open.

Yes hi, just a couple of follow-ups. Rich, any ramp-up in the American water sales in the quarter relative to the second?

From quarter-to-quarter, it was still relatively flat. The American meter sales have not achieved what we had hoped to for this year and the main reason was the thing we are just talking about. American meter had a software vendor that we needed to work with to map all of the fields to get on to BEACON. That vendor took a long time to get back to us with anything and to start a project where they would focus on this. They are on this now and I'm being told that it should be completely done in about three weeks. Once we achieve that, we should be able to see increased sales opportunities here.

Okay. And it was a -- and I don't know if you want to repeat this, but at one point, you had said there was a backlog on the BEACON side. I think you put it at 140. 50 is normal. I mean is that backlog run off at all or built, or what does it look like at the end of Q3?

Yes. I was ready for that. We actually cleared 70 of the utilities in the backlog. So we cut it in half. But we got 60 more in. So I'm right back -- I'm up around 130 or so because of the new ones coming in. So they are still pouring in almost as fast as we're clearing them. But we're now starting to get ahead of it. On the other hand, Rick, I'd frankly nothing would make me happier than if we continue to clear 20 or 30 a month, and 20 or 30 continue to come in, because it means that the demand for BEACON has far outstripped anything we have planned. I think at some point the new ones are going to slow down. But I'm certainly not going to tell my sales force to back off on convincing people to move over to BEACON. It's a great opportunity for our company. Every time we do one of these, it represents future sales. So we certainly want to keep charging at it.

Okay. And then just a quick question on the verbiage in the press release when it comes to the margin, I mean I understand the costs are down, but there's a commentary that the margin contribution from Badger's company-owned distribution network was a positive contributor. And I'm trying to understand that because I understand you're going to get more margin on sales through the distribution. But National Meter has lapped annualized and United Utilities is pretty small. So is the implication just that, let's say National Meter sales grew meaningfully for some reason? How does that help the margin?

We've expanded the territories. We had unassigned territories where distributors have fallen off, and we've actually since you said United Utilities is small, but we've added two states to that, okay? So we picked up those sales. So on a comp basis, I mean that's now a company sale that [indiscernible] sold through distribution. Rick without doing acquisitions of distributors, we are increasing the amount of sales going through our company-owned distributors and --

That part I understand.

Right.

And on those sales, you get a higher gross sales margins since you're not discounted, I get that. In this Texas warehouse, is that going to be a drag going forward on gross margin? And then also is that in support of any particular business or what was -- why the need there to put a warehouse in Texas?

Well, first off, we probably shouldn't give as much attention to Texas warehouse as we are. It's not a huge cost and it's not a huge drag and it's not a drag at all in any way. It's just going to allow us to get more inventory closer to our customers and respond a little more quickly to our customers. Again, this is part of expanding National Meter, National Meter's territory, giving them additional territory; they need some additional facilities and warehousing capabilities. We only cited that as an example of how we are expanding company-owned distribution and giving them the access that they need to do that. There is not a particular large customer, it's there to support our Texas customers, and it will be able to provide them a high level of service with that warehouse.

And to that end, the inventory continues to step up kind of year-to-date, another couple million bucks I think in the quarter from the second to the third. Is that -- is that what's happening there, is that kind of Mid-East units cost inventory or?

Yes, there is some inventory for the Mid East, we thought a lot of that might have gone this quarter, but it's sitting over in Dubai or in Stuttgart, Germany waiting to be shipped. So there is some of that inventory. But also it's the continued idea that we want to have a little more inventory in the field, respond a little more quickly to our customers and provide this higher level of customer service that our distributors, that our distribution network usually does. That's why they're able to get a higher margin, is because of that fast response. Well with low interest rates and with low carrying cost for inventory, it just makes business sense to do it.

Yes, I understand. Okay. Thanks again for your time. I appreciate it.

Thank you. And this concludes our question-and-answer session for today. I'd like to turn the conference back over to Mr. Rich Meeusen for closing remarks.

Yes and I'll just say again that I was a little concerned coming into the quarter. I was pleased with the way the quarter ended, especially considering we did the $0.30 after that unusual $740,000 or $0.02 charge from pension that really comes out of equity, goes through expense and right back into equity. So it has no impact on cash, no impact on the balance sheet. So when I look at it, I kind of have to discount that and say we really did have a pretty good quarter taking that effect out. Yes, sales were flat, but we had -- we maintained very good pricing discipline as we talked about on the call to achieve very strong margins and still get growth on the bottom-line. So in all, we're pleased about that and we're optimistic about where the rest of the year goes. And with that, I'll thank you for joining us.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you may all disconnect. Have a great day, everyone.