Edgar Filing: BADGER METER INC

BMI 06.30.2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________

FORM 10-Q

___________________________________________________

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended June 30, 2015

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BADGER METER, INC.

___________________________________________________

4545 W. Brown Deer Road

Milwaukee, Wisconsin 53223

(414) 355-0400

A Wisconsin Corporation

IRS Employer Identification No. 39-0143280

Commission File No. 001-06706

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of July 13, 2015, there were 14,512,737 shares of Common stock outstanding with a par value of $1 per share.

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BADGER METER, INC.

Quarterly Report on Form 10-Q for the Period Ended June 30, 2015

Index



		Page No.

Part I. Financial Information:

Item 1	Financial Statements (unaudited):

	Consolidated Condensed Balance Sheets - June 30, 2015 and December 31, 2014	4

	Consolidated Statements of Operations - Three and Six Months Ended June 30, 2015 and 2014	5

	Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2015 and 2014	6

	Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 2015 and 2014	7

	Notes to Unaudited Consolidated Condensed Financial Statements	8

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4	Controls and Procedures	19

Part II. Other Information:

Item 6	Exhibits	20

Signatures		21

Exhibit Index		22

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Special Note Regarding Forward Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, as well as other information provided from time to time by Badger Meter, Inc. (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. The words “anticipate,” “believe,” “estimate,” “expect,” “think,” “should,” “could” and “objective” or similar expressions are intended to identify forward looking statements. All such forward looking statements are based on the Company’s then current views and assumptions and involve risks and uncertainties. Some risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements include those described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 that include, among other things:


•	the continued shift in the Company’s business from lower cost, manually read meters toward more expensive, value-added automatic meter reading (AMR) systems, advanced metering infrastructure (AMI) systems and advanced metering analytics (AMA) systems that offer more comprehensive solutions to customers’ metering needs;


•	the success or failure of newer Company products;


•	changes in competitive pricing and bids in both the domestic and foreign marketplaces, and continued intense price competition on government bid contracts for lower cost, manually read meters;


•	the actions (or lack thereof) of the Company’s competitors;


•	changes in the Company’s relationships with its alliance partners, primarily its alliance partners that provide radio solutions, and particularly those that sell products that do or may compete with the Company’s products;

•

changes in the general health of the United States and foreign economies, including to some extent such things as the length and severity of global economic downturns, international or civil conflicts that affect international trade, the ability of municipal water utility customers to authorize and finance purchases of the Company’s products, the Company’s ability to obtain financing, housing starts in the United States, and overall industrial activity;


•	unusual weather, weather patterns or other natural phenomena, including related economic and other ancillary effects of any such events;


•	the timing and impact of government funding programs that stimulate national and global economies, as well as the impact of government budget cuts or partial shutdowns of governmental operations;

•

changes in the cost and/or availability of needed raw materials and parts, such as volatility in the cost of brass castings as a result of fluctuations in commodity prices, particularly for copper and scrap metal at the supplier level, foreign-sourced electronic components as a result of currency exchange fluctuations and/or lead times, and plastic resin as a result of changes in petroleum and natural gas prices;

•

the Company’s expanded role as a prime contractor for providing complete technology systems to governmental entities, which brings with it added risks, including but not limited to, the Company’s responsibility for subcontractor performance, additional costs and expenses if the Company and its subcontractors fail to meet the timetable agreed to with the governmental entity, and the Company’s expanded warranty and performance obligations;


•	the Company’s ability to successfully identify, complete and integrate acquired businesses or products;


•	changes in foreign economic conditions, particularly currency fluctuations in the United States dollar, the Euro and the Mexican peso;


•	the inability to develop technologically advanced products;


•	the failure of the Company’s products to operate as intended;


•	the inability to protect the Company’s proprietary rights to its products;


•	disruptions and other damages to information technology and other networks and operations due to breaches in data security;


•	transportation delays or interruptions;


•	the loss of certain single-source suppliers; and


•	changes in laws and regulations, particularly laws dealing with the use of lead (which can be used in the manufacture of certain meters incorporating brass housings) and the United States Federal Communications Commission rules affecting the use and/or licensing of radio frequencies necessary for the technology products.

All of these factors are beyond the Company's control to varying degrees. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements contained in this Quarterly Report on Form 10-Q and are cautioned not to place undue reliance on such forward looking statements. The forward looking statements made in this document are made only as of the date of this document and the Company assumes no obligation, and disclaims any obligation, to update any such forward looking statements to reflect subsequent events or circumstances.

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Part I – Financial Information

Item 1 Financial Statements

BADGER METER, INC.

Consolidated Condensed Balance Sheets



	June 30,			December 31,
	(Unaudited)
	(In thousands)
Assets	2015			2014
Current assets:
Cash	$	12,676		$	6,656
Receivables	61,963			53,967
Inventories:
Finished goods	26,027			25,362
Work in process	9,379			13,047
Raw materials	36,316			33,365
Total inventories	71,722			71,774
Prepaid expenses and other current assets	5,500			4,538
Deferred income taxes	4,312			4,170
Total current assets	156,173			141,105
Property, plant and equipment, at cost	184,071			177,400
Less accumulated depreciation	(100,179		)	(95,594		)
Net property, plant and equipment	83,892			81,806
Intangible assets, at cost less accumulated amortization	58,786			61,672
Prepaid pension	645			456
Other assets	9,941			8,397
Goodwill	47,712			47,722
Total assets	$	357,149		$	341,158

Liabilities and shareholders’ equity
Current liabilities:
Short-term debt	$	73,029		$	75,927
Payables	22,508			16,059
Accrued compensation and employee benefits	9,366			11,901
Warranty and after-sale costs	2,360			1,739
Income and other taxes	4,461			1,449
Total current liabilities	111,724			107,075
Other long-term liabilities	2,530			1,735
Deferred income taxes	6,599			6,399
Accrued non-pension postretirement benefits	6,473			6,342
Other accrued employee benefits	6,203			5,276
Commitments and contingencies (Note 6)
Shareholders’ equity:
Common stock	20,544			20,523
Capital in excess of par value	50,667			48,353
Reinvested earnings	196,013			189,365
Accumulated other comprehensive loss	(11,777		)	(11,856		)
Less: Employee benefit stock	(869		)	(922		)
Treasury stock, at cost	(30,958		)	(31,132		)
Total shareholders’ equity	223,620			214,331
Total liabilities and shareholders’ equity	$	357,149		$	341,158

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Statements of Operations



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	(Unaudited)				(Unaudited)
	(In thousands except share and per share amounts)
	2015		2014		2015		2014
Net sales	$	98,896	$	95,662	$	182,540	$	179,158
Cost of sales	63,753		60,831		117,322		115,376
Gross margin	35,143		34,831		65,218		63,782
Selling, engineering and administration	22,961		20,610		45,983		41,871
Operating earnings	12,182		14,221		19,235		21,911
Interest expense, net	319		311		636		602
Earnings before income taxes	11,863		13,910		18,599		21,309
Provision for income taxes	3,962		5,096		6,471		7,863
Net earnings	$	7,901	$	8,814	$	12,128	$	13,446

Earnings per share:
Basic	$	0.55	$	0.62	$	0.84	$	0.94
Diluted	$	0.55	$	0.61	$	0.84	$	0.94

Dividends declared per common share	$	0.19	$	0.18	$	0.38	$	0.36

Shares used in computation of earnings per share:
Basic	14,379,450		14,309,509		14,361,464		14,244,135
Impact of dilutive securities	63,816		57,844		73,096		73,911
Diluted	14,443,266		14,367,353		14,434,560		14,318,046

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Statements of Comprehensive Income



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	(Unaudited)					(Unaudited)
	(In thousands)
	2015		2014			2015			2014
Net earnings	$	7,901	$	8,814		$	12,128		$	13,446
Other comprehensive income (loss):
Foreign currency translation adjustment	536		(74		)	(160		)	66
Pension and postretirement benefits, net of tax	108		148			239			269
Comprehensive income	$	8,545	$	8,888		$	12,207		$	13,781

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Cash Flows



	Six Months Ended
	June 30
	(Unaudited) (In thousands)
	2015			2014
Operating activities:
Net earnings	$	12,128		$	13,446
Adjustments to reconcile net earnings to net cash provided by (used for) operations:
Depreciation	5,188			4,850
Amortization	4,978			2,548
Deferred income taxes	—			(89		)
Noncurrent employee benefits	276			(138		)
Stock-based compensation expense	781			676
Changes in:
Receivables	(8,498		)	(10,955		)
Inventories	(359		)	(2,258		)
Prepaid expenses and other current assets	(1,003		)	(48		)
Liabilities other than debt	5,693			3,964
Total adjustments	7,056			(1,450		)
Net cash provided by operations	19,184			11,996

Investing activities:
Property, plant and equipment expenditures	(7,604		)	(5,645		)
Acquisitions, net of cash acquired and future payments	—			(1,500		)
Net cash used for investing activities	(7,604		)	(7,145		)

Financing activities:
Net decrease in short-term debt	(2,472		)	(1,354		)
Dividends paid	(5,478		)	(5,168		)
Proceeds from exercise of stock options	1,270			550
Tax benefit on stock options	319			150
Issuance of treasury stock	457			384
Net cash used for financing activities	(5,904		)	(5,438		)

Effect of foreign exchange rates on cash	344			82

Increase (decrease) in cash	6,020			(505		)
Cash – beginning of period	6,656			7,263
Cash – end of period	$	12,676		$	6,758

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

Note 1 Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Badger Meter, Inc. (the “Company” or “Badger Meter”) contain all adjustments (consisting only of normal recurring accruals except as otherwise discussed) necessary to present fairly the Company’s consolidated condensed financial position at June 30, 2015, results of operations for the three- and six-month periods ended June 30, 2015 and 2014, comprehensive income for the three- and six-month periods ended June 30, 2015 and 2014, and cash flows for the six-month periods ended June 30, 2015 and 2014. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Note 2 Additional Financial Information Disclosures

The consolidated condensed balance sheet at December 31, 2014 was derived from amounts included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Refer to the footnotes to the financial statements included in that report for a description of the Company’s accounting policies and for additional details of the Company’s financial condition. The details in those notes have not changed except as discussed below and as a result of normal adjustments in the interim.

Warranty and After-Sale Costs

The Company estimates and records provisions for warranties and other after-sale costs in the period in which the sale is recorded, based on a lag factor and historical warranty claim experience. After-sale costs represent a variety of activities outside of the written warranty policy, such as investigation of unanticipated problems after the customer has installed the product, or analysis of water quality issues. Changes in the Company’s warranty and after-sale costs reserve are as follows:



	Three months ended						Six months ended
	June 30,						June 30,
(In thousands)	2015			2014			2015			2014
Balance at beginning of period	$	1,546		$	1,199		$	1,739		$	882
Net additions charged to earnings	904			592			1,239			1,178
Costs incurred	(90		)	(358		)	(618		)	(627		)
Balance at end of period	$	2,360		$	1,433		$	2,360		$	1,433

Note 3 Employee Benefit Plans

The Company maintains a non-contributory defined benefit pension plan that covers substantially all U.S. employees who were employed at December 31, 2011. After that date, no further benefits are being accrued in this plan. For the frozen pension plan, benefits are based primarily on years of service and, for certain employees, levels of compensation.

The Company also maintains supplemental non-qualified plans for certain officers and other key employees, and an Employee Savings and Stock Option Plan (“ESSOP”).

The Company additionally has a postretirement healthcare benefit plan that provides medical benefits for certain U.S. retirees and eligible dependents hired prior to November 1, 2004. Employees are eligible to receive postretirement healthcare benefits upon meeting certain age and service requirements. No employees hired after October 31, 2004 are eligible to receive these benefits. This plan requires employee contributions to offset benefit costs.

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The following table sets forth the components of net periodic benefit cost (income) for the three months ended June 30, 2015 and 2014 based on December 31, 2014 and 2013 actuarial measurement dates, respectively:



	Defined pension plan benefits						Other postretirement benefits
(In thousands)	2015			2014			2015		2014
Service (benefit) cost – benefits earned during the year	$	(2	)	$	25		$	34	$	29
Interest cost on projected benefit obligations	454			499			60		62
Expected return on plan assets	(532		)	(694		)	—		—
Amortization of prior service cost	—			—			13		40
Amortization of net loss	163			194			—		—
Net periodic benefit cost	$	83		$	24		$	107	$	131

The following table sets forth the components of net periodic benefit cost for the six months ended June 30, 2015 and 2014 based on December 31, 2014 and 2013 actuarial measurement dates, respectively:



	Defined pension plan benefits						Other postretirement benefits
(In thousands)	2015			2014			2015		2014
Service cost – benefits earned during the year	$	14		$	32		$	74	$	65
Interest cost on projected benefit obligations	900			993			126		135
Expected return on plan assets	(1,075		)	(1,407		)	—		—
Amortization of prior service cost	—			—			26		80
Amortization of net loss	354			347			—		—
Net periodic benefit cost (income)	$	193		$	(35	)	$	226	$	280

The Company disclosed in its financial statements for the year ended December 31, 2014 that it was not required to make a minimum contribution to the defined benefit pension plan for the 2015 calendar year. The Company continues to believe no additional contributions will be required during 2015. During the third quarter of 2014, the Company began moving assets within its defined pension plan from its equity and fixed income policy towards a strategy more focused on fixed income. The intent was to more closely align assets with the corresponding pension liability and reduce exposure in equities.

The Company also disclosed in its financial statements for the year ended December 31, 2014 that it estimated it would pay $0.4 million in other postretirement benefits in 2015 based on actuarial estimates. As of June 30, 2015, $0.1 million of such benefits have been paid. The Company continues to believe that its estimated payments for the full year are reasonable. However, such estimates contain inherent uncertainties because cash payments can vary significantly depending on the timing of postretirement medical claims and the collection of the retirees’ portion of certain costs. Note that the amount of benefits paid in calendar year 2015 will not impact the expense for postretirement benefits for 2015.

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Note 4 Accumulated Other Comprehensive Loss

Components of and changes in accumulated other comprehensive loss at June 30, 2015 are as follows:



(In thousands)	Unrecognized pension and postretirement benefits			Foreign currency			Total
Balance at beginning of period	$	(11,891	)	$	35		$	(11,856	)
Other comprehensive loss before reclassifications	—			(160		)	(160		)
Amounts reclassified from accumulated other comprehensive loss, net of tax of $(0.1) million	239			—			239
Net current period other comprehensive income (loss), net of tax	239			(160		)	79
Accumulated other comprehensive loss	$	(11,652	)	$	(125	)	$	(11,777	)

Details of reclassifications out of accumulated other comprehensive loss during the six months ended June 30, 2015 are as follows:



(In thousands)	Amount reclassified from accumulated other comprehensive loss
Amortization of defined benefit pension items:
Prior service cost (1)	$	27
Amortization of actuarial loss (1)	354
Total before tax	381
Income tax benefit	(142		)
Amount reclassified out of accumulated other comprehensive loss	$	239

(1)These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (income) in Note 3 “Employee Benefit Plans.”

Components of and changes in accumulated other comprehensive loss at June 30, 2014 are as follows:



(In thousands)	Unrecognized pension and postretirement benefits			Foreign currency		Total
Balance at beginning of period	$	(9,280	)	$	1,756	$	(7,524	)
Other comprehensive income before reclassifications	—			66		66
Amounts reclassified from accumulated other comprehensive loss, net of tax of $(0.1) million	269			—		269
Net current period other comprehensive income, net of tax	269			66		335
Accumulated other comprehensive (loss) income	$	(9,011	)	$	1,822	$	(7,189	)

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Details of reclassifications out of accumulated other comprehensive loss during the six months ended June 30, 2014 are as follows:



(In thousands)	Amount reclassified from accumulated other comprehensive loss
Amortization of defined benefit pension items:
Prior service cost (1)	80
Amortization of actuarial loss (1)	348
Total before tax	428
Income tax benefit	(159		)
Amount reclassified out of accumulated other comprehensive loss	$	269


(1)	These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (income) in Note 3 “Employee Benefit Plans.”

Note 5 Acquisitions

On October 1, 2014, the Company acquired 100% of the outstanding common stock of National Meter and Automation, Inc. (“National Meter”) of Centennial, Colorado. The purchase was estimated to add approximately $15 million of incremental annual revenues to Badger Meter, after eliminating what would be intercompany sales. National Meter was a major distributor of Badger Meter products for the municipal water utility market, serving customers in Colorado, California, Nevada, Arizona and southern Wyoming. National Meter has become a regional distribution center for Badger Meter in the same areas. In addition to its primary product line of water meters and metering reading systems, National Meter provides services including meter testing, leak detection, water audits, and meter and meter reading system installation.

The total purchase consideration for National Meter was $22.9 million, which included $20.3 million in cash, a small working capital adjustment and settlement of pre-existing receivables. The Consolidated Balance Sheets at December 31, 2014 included $2.5 million of deferred payments, of which $2.0 million is payable in October 2015 and early 2016 and was recorded in payables, and $0.5 million is payable in early 2017 and was recorded in other long-term liabilities. The Company’s allocation of the purchase price as of December 31, 2014 included $3.9 million of receivables, $4.5 million of inventories, $2.8 million of property, plant and equipment, $9.8 million of intangibles, and $3.0 million of goodwill, offset by $0.1 million of current liabilities. The intangible assets acquired are primarily customer relationships with an estimated average useful life of 12 years. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is based upon the estimated fair values at the date of acquisition. For the period ended June 30, 2015, minor adjustments were made, which were not material. The Company intends to finalize the valuation in the third quarter of 2015.

The National Meter acquisition was accounted for under the purchase method, and accordingly, the results of operations were included in the Company’s financial statements from the date of acquisition. The acquisition did not have a material impact on the Company’s consolidated financial statements or the notes thereto for 2014.

Note 6 Contingencies, Litigation and Commitments

In the normal course of business, the Company is named in legal proceedings. There are currently no material legal proceedings pending with respect to the Company. The more significant legal proceedings are discussed below.

The Company is subject to contingencies related to environmental laws and regulations. The Company is named as one of many potentially responsible parties in two landfill lawsuits. The landfill sites are impacted by the Federal Comprehensive Environmental Response, Compensation and Liability Act and other environmental laws and regulations. At this time, the Company does not believe the ultimate resolution of these matters will have a material adverse effect on the Company’s financial position or results of operations, either from a cash flow perspective or on the financial statements as a whole. This belief is based on the Company’s assessment of its limited past involvement with these landfill sites as well as the substantial involvement of and government focus on other named third parties with these landfill sites. However, due to the inherent uncertainties of such proceedings, the Company cannot predict the ultimate outcome of any of these matters. A future change in circumstances with respect to these specific matters or with respect to sites formerly or currently owned or operated by the Company, off-site disposal locations used by the Company, and property owned by third parties that is near such sites,

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could result in future costs to the Company and such amounts could be material. Expenditures for compliance with environmental control provisions and regulations during 2014 and the first half of 2015 were not material.

Like other companies in recent years, the Company is named as a defendant in numerous pending multi-claimant/multi-defendant lawsuits alleging personal injury as a result of exposure to asbestos, manufactured by third parties, and integrated into or sold with a very limited number of the Company’s products. The Company is vigorously defending itself against these claims. Although it is not possible to predict the ultimate outcome of these matters, the Company does not believe the ultimate resolution of these issues will have a material adverse effect on the Company’s financial position or results of operations, either from a cash flow perspective or on the financial statements as a whole. This belief is based in part on the fact that no claimant has proven or substantially demonstrated asbestos exposure caused by products manufactured or sold by the Company and that a number of cases have been voluntarily dismissed.

The Company relies on single suppliers for most brass castings and certain electronic subassemblies in several of its product lines. The Company believes these items would be available from other sources, but that the loss of certain suppliers would result in a higher cost of materials, delivery delays, short-term increases in inventory and higher quality control costs in the short term. The Company attempts to mitigate these risks by working closely with key suppliers, purchasing minimal amounts from alternative suppliers and by purchasing business interruption insurance where appropriate.

The Company reevaluates its exposures on a periodic basis and makes adjustments to reserves as appropriate.

Note 7 Income Taxes

The provision for income taxes as a percentage of earnings before income taxes for the second quarter of 2015 was 33.4% compared to 36.6% in the second quarter of 2014. The provision for income taxes as a percentage of earnings before income taxes for the first half of 2015 was 34.8% compared to 36.9% in the first half of 2014. Interim provisions are tied to an estimate of the overall annual rate which can vary due to state taxes, the relationship of foreign and domestic earnings, and production credits available. These items cause variations between periods.

Note 8 Fair Value Measurements of Financial Instruments

The Company applies the accounting standards for fair value measurements and disclosures for its financial assets and financial liabilities. The carrying amounts of cash, receivables and payables in the financial statements approximate their fair values due to the short-term nature of these financial instruments. Short-term debt is comprised of notes payable drawn against the Company's lines of credit and commercial paper. Because of its short-term nature, the carrying amount of the short-term debt also approximates fair value. Included in other assets are insurance policies on various individuals who were associated with the Company. The carrying amounts of these insurance policies approximate their fair value.

Note 9 Subsequent Events

The Company evaluates subsequent events at the date of the balance sheet as well as conditions that arise after the balance sheet date but before the financial statements are issued. The effects of conditions that existed at the date of the balance sheet date are recognized in the financial statements. Events and conditions arising after the balance sheet date but before the financial statements are issued are evaluated to determine if disclosure is required to keep the financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. For purposes of preparing the accompanying consolidated financial statements and the notes to these financial statements, the Company evaluated subsequent events through the date the accompanying financial statements were issued.

Note 10 New Pronouncement

In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers." ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, to identify the performance obligations in the contact, to determine the transaction price, to allocate the transaction price to the performance obligations in the contract and to recognize revenue when each performance obligation is satisfied. Revenue will be recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services.

In April 2015, the FASB tentatively agreed to delay the effective date of ASU 2014-09 for one year and to permit early adoption by entities as of the original effective dates. In July 2015, the FASB affirmed its proposal to defer the effective date

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and expects to issue its final ASU shortly. Considering the one year deferral, ASU 2014-09 will be effective for the Company beginning on January 1, 2018 and the standard allows for either full retrospective adoption or modified retrospective adoption. The Company is continuing to evaluate the impact that the adoption of this guidance will have on its financial condition, results of operations and the presentation of its financial statements.

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Description and Overview

Badger Meter is an innovator in flow measurement and control products, serving water utilities, municipalities, and commercial and industrial customers worldwide. The Company’s products measure water, oil, chemicals and other fluids, and are known for accuracy, long-lasting durability and for providing valuable and timely measurement data. The Company’s product lines fall into three categories: sales of water meters and related technologies to municipal water utilities (municipal water), sales of meters to various industries for water and other fluids (flow instrumentation), and sales of gas meter radios and concrete vibrators to unique markets (specialty products). The Company estimates that over 75% of its products are used in water applications when all categories are grouped together.

Municipal water, the largest category by sales volume, includes mechanical and electronic (static) water meters and related technologies and services used by water utilities as the basis for generating water and wastewater revenues. The key market for the Company’s water meter products is North America, primarily the United States, because most meters are designed and manufactured to conform to standards promulgated by the American Water Works Association. The majority of water meters sold continues to be mechanical in nature. In recent years, the Company has made inroads in selling electronic (static) water meters. The Company's development of static water meters combined with updated radio technology provides the Company with the opportunity to sell into other geographical markets, for example Europe, the Middle East and South America. In the municipal water category, sales of water meters and related technologies and services are commonly referred to as residential or commercial water meter sales, the latter referring to larger sizes of meters.

Flow instrumentation includes meters and valves sold worldwide to measure and control materials flowing through a pipe or pipeline including water, air, steam, oil, and other liquids and gases. These products are used in a variety of applications, such as water/wastewater; heating, ventilating and air conditioning (HVAC); oil and gas; chemical and petrochemical; food and beverage; and pharmaceutical production. Furthermore, the Company’s flow measurement technologies are sold to original equipment manufacturers as the primary flow measurement device within a product or system.

Specialty products include sales of radio technology to natural gas utilities for installation on their gas meters, and concrete vibrators used in the concrete construction process.

Residential and commercial water meters are generally classified as either manually read meters or remotely read meters via radio technology. A manually read meter consists of a water meter and a register that gives a visual meter reading display. Meters equipped with radio transmitters (endpoints) use encoder registers to convert the measurement data from the meter (mechanical or static) into an encrypted digital format which is then transmitted via radio frequency to a receiver that collects and formats the data appropriately for water utility billing systems. These remotely read, or mobile, systems are either automatic meter reading (AMR) systems, where a vehicle equipped for meter reading purposes, including a radio receiver, computer and reading software, collects the data from utilities’ meters; or fixed network advanced metering infrastructure (AMI) systems, where data is gathered utilizing a network of permanent data collectors or gateway receivers that are always active or listening for the radio transmission from the utilities’ meters. AMI systems eliminate the need for utility personnel to drive through service territories to collect meter reading data. These systems provide the utilities with more frequent and diverse data at specified intervals from the utilities’ meters.

In 2011, the Company introduced what it believes is the next generation of metering technology, advanced metering analytics (AMA), along with a host of automated utility management tools to facilitate the ability of water and gas utilities to increase their productivity and revenue, as well as proactively utilize their data. AMA is comprised of both software and hardware, including the ORION^® SE two-way fixed network or GALAXY^® one-way fixed network technology, which is complemented by a family of highly accurate and reliable water meters.

The ORION SE system can operate in either a mobile or fixed network mode depending on the deployment needs of the utility. For example, a water or gas utility can begin deployment in mobile mode and transition to a fixed network system without visiting the endpoint. Once deployed, if the system is operating in fixed network mode and the gateway data collector stops functioning, the endpoint will continue to send data that can be captured by a mobile system. Once the gateway data collector functions again, the utility will again receive data through the fixed network system.

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In January 2014, the Company enhanced its AMA offering by launching its new BEACON^® AMA system. BEACON AMA combines the BEACON analytical software suite with proven ORION AMI technology using fixed and cellular networks in a managed solution, improving utilities’ visibility of their water consumption and reducing the need for costly infrastructure. With the release of BEACON AMA, the Company became the first major worldwide water meter company to release a cost-effective cellular-based solution for system-wide deployment. BEACON AMA enables two-way communication between the water meter and the meter reading system.

The BEACON AMA secure, hosted software suite includes a customizable dashboard, the ability to establish alerts for specific conditions, and consumer engagement tools that allow end water customers to view and manage their water usage activity. Benefits to the utility include improved customer service, increased visibility through faster leak detection, the ability to promote and quantify the effects of its water conservation efforts, and easier compliance reporting.

The Company’s net sales and corresponding net earnings depend on unit volume and product mix, with the Company generally earning higher margins on meters equipped with radio technology. In addition to selling its proprietary radio products, including the ORION and GALAXY radio technologies combined with the BEACON AMI/AMA software, the Company also remarkets the Itron^® radio products under a license and distribution agreement with Itron, Inc. The Company’s proprietary radio products generally result in higher margins than the remarketed, non-proprietary technology products. The Company also sells registers and endpoints separately to customers who wish to upgrade their existing meters in the field.

The proprietary ORION endpoint technology has been licensed to other technology providers on a non-exclusive basis, including those providing radio products that communicate over power lines, broadband networks, and proprietary radio frequency networks, allowing ORION a distinct advantage in the radio solutions market. In addition, the ORION universal gateway receiver transmits data over a variety of public wireless networks, which allows for strategic deployments, such as monitoring large commercial users.

Water meter replacement and the adoption and deployment of new technology comprise the majority of water meter product sales, including radio products. To a much lesser extent, housing starts also contribute to the new product sales base. Over the last decade, there has been a growing trend in the conversion from manually read water meters to radio technology. This conversion rate is accelerating and contributes to an increased water meter and radio solutions base of business. The Company estimates that less than 50% of water meters installed in the United States have been converted to a radio solutions technology. The Company’s strategy is to fulfill customers’ metering expectations and requirements with its proprietary meter reading systems or other systems available through its alliance partners in the marketplace.

Flow instrumentation and specialty products serve flow measurement and control applications across a broad industrial spectrum, occasionally with the same technologies used for municipal water sales. Specialized communication protocols that control the entire flow measurement process drive these markets. The Company’s specific flow measurement and control applications and technologies serve the flow measurement market through both customized and standard precision flow measurement technologies.

Business Trends

Increasingly, the electric utility industry relies on AMI technology for two-way communication to monitor and control electrical devices at the customer's site. Although the Company does not sell products for electric market applications, the trend toward AMI affects the markets in which the Company does participate, particularly for those customers in the water utility market that are interested in more frequent and diverse data collection. Specifically, AMI and AMA technologies enable water utilities to capture readings from each meter at more frequent and variable intervals. Similar to the electric utility industry in recent years, the water utility industry is beginning to see the adoption of electronic (static) meters. Electronic water metering has lower barriers to entry which could affect the competitive landscape in North America.

The Company sells its technology solutions to meet customer requirements. Since the technology products have comparable margins, any change in the mix between AMR, AMI or AMA is not expected to have a significant impact on the Company's net sales related to meter reading technology.

There are approximately 52,000 water utilities in the United States and the Company estimates that less than 50% of them have converted to a radio solutions technology. Although there is growing interest in AMI and AMA communication by water utilities, the vast majority of utilities installing such technology continue to select AMR technologies for their applications. The Company's ORION technology has experienced rapid acceptance in the United States as an increasing number of water utilities have selected ORION as their AMR solution. The Company anticipates that even with growing

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interest in AMI and AMA, AMR will continue to be the primary product of choice for a number of years. For many water utilities, AMR technology is simply the most cost-effective solution available today. However, with the introduction of its newer product offerings, including the recently introduced BEACON AMA system, the Company believes it is well-positioned to meet customers' future needs.

Acquisitions

On October 1, 2014, the Company acquired 100% of the outstanding common stock of National Meter and Automation, Inc. (“National Meter”) of Centennial, Colorado. The purchase was estimated to add approximately $15 million of incremental annual revenues to Badger Meter, after eliminating what would be intercompany sales. National Meter was a major distributor of Badger Meter products for the municipal water utility market, serving customers in Colorado, California, Nevada, Arizona and southern Wyoming. National Meter has become a regional distribution center for Badger Meter for the same areas. In addition to its primary product line of water meters and metering reading systems, National Meter provides services including meter testing, leak detection, water audits, and meter and meter reading system installation.

Revenue and Product Mix

Prior to the Company's introduction of its own proprietary radio products, for example ORION, GALAXY and BEACON, Itron water utility-related products were a dominant radio products contributor to the Company's results. Itron products are sold under an agreement between the Company and Itron, Inc. that has been renewed multiple times and is in effect until early 2016. The Company's radio products directly compete with Itron water radio products. In recent years, many of the Company's customers have selected the Company's proprietary products over Itron products. While the Company's proprietary product sales are generally greater than those of the Itron licensed products, the Company expects that Itron products will remain a significant component of sales to water utilities. Continuing substantial sales in both product lines underscores the continued acceptance of radio technology by water utilities and affirms the Company's strategy of selling Itron products in addition to its own proprietary products.

As the industry continues to evolve, the Company has been vigilant in anticipating and exceeding customer expectations. In 2011, the Company introduced AMA as a hardware and software solution for water and gas utilities, and then in early 2014 launched its new BEACON AMA system as a managed solution which it believes will help maintain the Company's position as a market leader. Results for this new product were neither significant in 2014 nor the first half of 2015, but sales continue to grow.

The Company continues to seek opportunities for additional revenue enhancement. For instance, the Company is periodically asked to oversee and perform field installation of its products for certain customers. The Company assumes the role of general contractor, hiring installation subcontractors and supervising their work. The Company also supports its product and technology sales with the sale of extended service programs that provide additional services beyond the standard warranty. In recent years, the Company has sold ORION radio technology to natural gas utilities for installation on their gas meters. And most recently, the introduction of the BEACON AMA system opens the door to “software as a service” revenues. With the exception of a large sale of gas radios to one particular customer several years ago, revenues from such products and services are not yet significant and the Company is uncertain of the potential growth achievable for such products and services in future periods.

Results of Operations - Three Months Ended June 30, 2015

The Company’s net sales for the three months ended June 30, 2015 increased $3.2 million, or 3.3%, to $98.9 million compared to $95.7 million during the same period in 2014. The increase was the net result of higher sales of municipal water and specialty products, offset by lower sales of flow instrumentation products.

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Municipal water sales represented 75.4% of sales in the second quarter of 2015 compared to 71.6% in the second quarter of 2014. These sales increased $6.1 million, or 8.9%, to $74.6 million in the second quarter of 2015 from $68.5 million in the second quarter of 2014. The increase included $3.8 million of incremental revenue associated with the purchase of National Meter and Automation, which was acquired in October 2014. The remainder of the increase was due to higher sales of residential products and commercial meters. Sales of residential meters and related technology increased 9.3% primarily due to higher technology products, both domestically and internationally. Commercial meter sales increased 7.4% in this period over the same period in 2014 due to high volumes sold.

Flow instrumentation products represented 21.6% of sales for the three months ended June 30, 2015 compared to 25.7% in the same period in 2014. These sales decreased $3.2 million, or 13.0%, to $21.4 million from $24.6 million in the same period last year. The decrease was due to the strengthening U.S. dollar’s effect on sales of products sold in Euros as well as lower sales of Blancett turbine meters due to lower sales to oil and gas customers related to the weak economic conditions and weather impacts in the second quarter.

Specialty application products represented 3.0% of sales for the three months ended June 30, 2015 compared to 2.7% in the same period in 2014. These sales increased $0.3 million, or 11.5%, in the second quarter of 2015, to $2.9 million from $2.6 million during the same period in 2014. The increase was due to higher sales of gas radios and concrete vibrators.

Gross margin as a percentage of sales was 35.5% in the second quarter of 2015 compared to 36.4% in the second quarter of 2014. The percentage decrease was due product mix, with increased sales of municipal water versus flow instrumentation products, which have higher margins, offset somewhat by the incremental gross profit related to National Meter, less expensive raw materials and favorable exchange rates on parts sourced from Europe.

Selling, engineering and administration expenses for the three months ended June 30, 2015 increased $2.4 million, or 11.7%, to $23.0 million from $20.6 million in the same period in 2014. The second quarter of 2015 included $1.8 million in charges associated with National Meter, which was acquired in October 2014. Also included in the second quarter of 2015 were higher software licensing fees and health care expenses as the Company is self-insured.

Operating earnings for the first quarter of 2015 decreased $2.0 million, or 14.1%, to $12.2 million compared to $14.2 million in the same period in 2014 primarily as a result of the lower flow instrumentation meter sales combined with higher selling, engineering and administration expenses.

The provision for income taxes as a percentage of earnings before income taxes for the second quarter of 2015 was 33.4% compared to 36.6% in the second quarter of 2014. Interim provisions are tied to an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings and production credits available. Included in the second quarter of 2015 was the reversal of reserves no longer required due to the settlement of tax audits.

As a result of the above mentioned items, net earnings for the three months ended June 30, 2015 were $7.9 million, or $0.55 per diluted share, compared to $8.8 million, or $0.61 per diluted share, for the same period in 2014.

Results of Operations - Six Months Ended June 30, 2015

The Company’s net sales for the six months ended June 30, 2015 increased $3.3 million, or 1.8%, to $182.5 million compared to $179.2 million during the same period in 2014. The increase was the net result of higher sales of municipal water and specialty products, offset by lower sales of flow instrumentation products.

Municipal water sales represented 72.9% of sales for the first six months of 2015 compared to 70.1% for the first six months of 2014. These sales increased $7.5 million, or 6.0%, to $133.1 million from $125.6 million in 2014. Sales of residential meters and related technology increased nearly 12% primarily due to higher technology products, both domestically and internationally. This increase included $7.7 million of incremental revenue associated with the purchase of National Meter and Automation, which was acquired in October 2014. Commercial meter sales decreased 6.5% in this period over the same period in 2014 due to lower volumes sold.

Flow instrumentation products represented 24.2% of sales for the six months ended June 30, 2015 compared to 27.3% in the same period in 2014. These sales decreased $4.8 million, or 9.8%, to $44.1 million from $48.9 million in the same period last year. The decrease was due to the strengthening U.S. dollar’s effect on sales of products sold in Euros as well as lower sales of Blancett turbine meters due to lower sales to oil and gas customers related to the weak economic conditions and weather impacts in the second quarter.

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Specialty application products represented 2.9% of sales for the six months ended June 30, 2015 compared to 2.6% in the same period in 2014. These sales increased $0.6 million, or 12.8%, in the first six months of 2015, to $5.3 million from $4.7 million during the same period in 2014. The increase was due to higher sales of gas radios and concrete vibrators.

Gross margin as a percentage of sales was 35.7% for the first six months of 2015 compared to 35.6% in the same period in 2014. The percentage increase was due to a number of factors including the incremental gross profit related to National Meter, less expensive raw materials and favorable exchange rates on parts sourced from Europe. Offsetting this somewhat were unfavorable exchange rate effects on sales and a product mix that was more oriented to municipal water versus flow instrumentation products, the latter generally carrying higher gross margins.

Selling, engineering and administration expenses for the six months ended June 30, 2015 increased $4.1 million, or 9.8%, to $46.0 million from $41.9 million in the same period in 2014. The 2015 amount includes $4.0 million in charges associated with National Meter, which was acquired in October 2014. The 2014 amount includes charges totaling $1.7 million for due diligence and other transaction costs related to a potential acquisition that ultimately was not pursued. The 2015 amount also includes higher software licensing fees and health care expenses compared to the 2014 amount.

Operating earnings for the first six months of 2015 decreased $2.7 million, or 12.3%, to $19.2 million compared to $21.9 million in the same period in 2014 primarily as a result of the lower commercial and flow instrumentation meter sales combined with higher selling, engineering and administration expenses.

The provision for income taxes as a percentage of earnings before income taxes for the first six months of 2015 was 34.8% compared to 36.9% for the same period in 2014. Interim provisions are tied to an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings and production credits available. Included in the 2015 amount was the net reversal of reserves no longer required due to the settlement of tax audits, offset somewhat by increased expense for uncertain tax positions.

As a result of the above mentioned items, net earnings for the six months ended June 30, 2015 were $12.1 million, or $0.84 per diluted share, compared to $13.4 million, or $0.94 per diluted share, for the same period in 2014.

Liquidity and Capital Resources

The main sources of liquidity for the Company are cash from operations and borrowing capacity. Cash provided by operations was $19.2 million for the first six months of 2015 compared to $12.0 million in the first six months of 2014. The increase was primarily due to receivables and inventories not increasing compared to the same period in 2014, offset by lower earnings.

Receivables increased from $54.0 million at December 31, 2014 to $62.0 million at June 30, 2015. The increase was due to higher sales in the second quarter than the fourth quarter of 2014. Generally, sales are lower in the fourth quarter of the year, resulting in lower receivable balances at year end. The Company believes its net receivables balance is fully collectible.

Inventories decreased $0.1 million to $71.7 million at June 30, 2015 from $71.8 million at December 31, 2014 due to the timing of inventory purchases. While inventories are normally higher at June 30 as compared to a typical year end, there was a build-up of certain inventories at December 31, 2014 prior to a planned temporary production halt to move product lines that occurred early in 2015.

Net property, plant and equipment at June 30, 2015 increased to $83.9 million from $81.8 million at December 31, 2014. This was the net effect of $7.6 million of capital expenditures year-to-date, partially offset by depreciation expense.

Intangible assets decreased to $58.8 million at June 30, 2015 from $61.7 million at December 31, 2014 due to normal amortization expense.

Short-term debt at June 30, 2015 decreased to $73.0 million from $75.9 million at December 31, 2014 as cash generated from operations was used to reduce borrowings.

Payables of $22.5 million at June 30, 2015 increased $6.4 million from $16.1 million at December 31, 2014. These balances are affected by the timing of purchases and payments.

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Accrued compensation and employee benefits decreased to $9.4 million at June 30, 2015 from $11.9 million at December 31, 2014 due primarily to the payment in the first quarter of 2015 of employee incentive compensation earned in 2014, offset somewhat by accruals for current year amounts.

Accrued income and other taxes increased to $4.4 million at June 30, 2015 from $1.4 million at December 31, 2014 due to the timing of tax payments.

The overall increase in total shareholders’ equity from $214.3 million at December 31, 2014 to $223.6 million at June 30, 2015 was the net effect of net earnings and stock options exercised, offset by dividends paid.

The Company’s financial condition remains strong. The Company has a $105.0 million line of credit that expires in May 2017 that supports commercial paper (up to $70.0 million) and includes $5.0 million of a Euro line of credit. While the facility is unsecured, there are a number of financial covenants with which the Company is in compliance as of June 30, 2015. The Company believes that its operating cash flows, available borrowing capacity, and its ability to raise capital provide adequate resources to fund ongoing operating requirements, future capital expenditures and the development of new products. The Company continues to take advantage of its local commercial paper market and carefully monitors the current borrowing market. The Company had $39.7 million of unused credit lines available at June 30, 2015.

Other Matters

See the “Special Note Regarding Forward Looking Statements” at the front of this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of risks and uncertainties that could impact the Company’s financial performance and results of operations.

Off-Balance Sheet Arrangements and Contractual Obligations

The Company’s off-balance sheet arrangements and contractual obligations are discussed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Off-Balance Sheet Arrangements” and “Contractual Obligations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and have not materially changed since that report was filed unless otherwise indicated in this Form 10-Q.

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Item 3 Quantitative and Qualitative Disclosures about Market Risk

The Company’s quantitative and qualitative disclosures about market risk are included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Market Risks” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and have not materially changed since that report was filed.

Item 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management evaluated, with the participation of the Company’s Chairman, President and Chief Executive Officer and the Company’s Senior Vice President - Finance, Chief Financial Officer and Treasurer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the quarter ended June 30, 2015. Based upon their evaluation of these disclosure controls and procedures, the Company’s Chairman, President and Chief Executive Officer and the Company’s Senior Vice President - Finance, Chief Financial Officer and Treasurer concluded that, as of the date of such evaluation, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II – Other Information

Item 6 Exhibits



Exhibit No.		Description

31.1		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and (vi) document and entity information.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	BADGER METER, INC.

Dated: July 27, 2015	By	/s/ Richard A. Meeusen
		Richard A. Meeusen
		Chairman, President and Chief Executive Officer

	By	/s/ Richard E. Johnson
		Richard E. Johnson
		Senior Vice President – Finance, Chief Financial Officer and Treasurer

	By	/s/ Beverly L. P. Smiley
		Beverly L. P. Smiley
		Vice President – Controller

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BADGER METER, INC.

Quarterly Report on Form 10-Q for the Period Ended June 30, 2015

Exhibit Index



Exhibit No.		Description

31.1		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and (vi) document and entity information.