Attached files
file | filename |
---|---|
8-K/A - 8-K/A - BADGER METER INC | d332676d8ka.htm |
EX-23.1 - CONSENT OF CLIFTONLARSONALLEN LLP - BADGER METER INC | d332676dex231.htm |
EX-99.1 - THE CONSOLIDATED FINANCIAL STATEMENTS (AUDITED) OF RACINE FEDERATED - BADGER METER INC | d332676dex991.htm |
Exhibit (99.2)
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
On January 31, 2012, Badger Meter, Inc. (the Company) completed the acquisition of Racine Federated, Inc. (Racine Federated) in accordance with the terms of the Acquisition Agreement for an aggregate amount of $57.4 million, subject to certain adjustments (the transaction consideration) that include consideration for certain of Racine Federateds shareholders agreeing to certain restrictive covenants, including non-competition, non-solicitation and confidentiality covenants. The transaction consideration is subject to post-closing adjustments based on a determination of closing net working capital and closing indebtedness. In accordance with the Acquisition Agreement, $5.5 million of the transaction consideration has been held back by the Company to support the post-closing working capital and indebtedness adjustments, and to support the indemnification obligations of Racine Federateds shareholders. The purchase price was funded through available cash resources and borrowing facilities.
Racine Federated manufactures and markets flow meters for the water industry, as well as various industrial metering and specialty products. These products complement and expand the Companys existing lines of water application and industrial flow products for the global flow measurement business.
The Unaudited Pro Forma Combined Condensed Statement of Operations combine the historical financial information of the Company and Racine Federated for the year ended December 31, 2011 to illustrate the estimated effect of the acquisition as if it had occurred as of the beginning of the period presented. The Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 2011 combines the historical financial information of the Company and Racine Federated to illustrate the estimated effect of the acquisition on the Companys balance sheet as if the acquisition had occurred on December 31, 2011.
The historical financial information has been adjusted to give effect to pro forma matters that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the operating results of the combined company. The Unaudited Pro Forma Combined Condensed Financial Information should be read in conjunction with the accompanying notes to the Unaudited Pro Forma Combined Condensed Financial Information, the audited historical financial statements of the Company as of and for the year ended December 31, 2011 included in its Annual Report on Form 10-K, as well as the audited historical consolidated financial statements of Racine Federated as of and for the year ended December 31, 2011 included as an exhibit to this Current Report on Form 8-K/A.
The Unaudited Pro Forma Combined Condensed Financial Information has been prepared using the acquisition method of accounting under U.S. generally accepted accounting principles. The Unaudited Pro Forma Combined Condensed Financial Information will differ from the final acquisition accounting for a number of reasons, including the fact that the Companys estimates of fair value are preliminary and subject to change when the formal valuation and other studies are finalized. The adjustments that may occur to the preliminary estimates could have a material impact on the accompanying Unaudited Pro Forma Combined Condensed Financial Information.
The Unaudited Pro Forma Combined Condensed Financial Information is presented for information purposes only. It has been prepared in accordance with the regulations of the Securities and Exchange Commission and is not necessarily indicative of what the Companys financial position or results of operations actually would have been had it completed the acquisition at the dates indicated, nor does it purport to project the future financial position or operating results of the combined company.
BADGER METER, INC.
Unaudited Pro Forma Combined Condensed Balance Sheet
As of December 31, 2011
(Dollars in thousands) |
Badger Meter, Inc. |
Racine Federated |
Pro Forma Adjustments (Note 1 & 2) |
Pro Forma Combined |
||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 4,975 | $ | 10,674 | $ | (9,146 | ) | $ | 6,503 | |||||||
Receivables |
41,168 | 5,071 | | 46,239 | ||||||||||||
Inventories |
49,436 | 7,551 | 192 | 57,179 | ||||||||||||
Prepaid expenses and other current assets |
2,266 | 207 | | 2,473 | ||||||||||||
Deferred income taxes |
3,350 | 519 | 189 | 4,058 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current assets |
101,195 | 24,022 | (8,765 | ) | 116,452 | |||||||||||
Net property, plant and equipment |
66,102 | 2,592 | 2,008 | 70,702 | ||||||||||||
Intangible assets, at cost less accumulated amortization |
33,680 | 252 | 29,748 | 63,680 | ||||||||||||
Other assets |
6,259 | | | 6,259 | ||||||||||||
Deferred income taxes |
2,309 | | | 2,309 | ||||||||||||
Goodwill |
9,365 | 214 | 24,008 | 33,587 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 218,910 | $ | 27,080 | $ | 46,999 | $ | 292,989 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and shareholders equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Short-term debt |
$ | 1,790 | $ | | $ | 51,791 | $ | 53,581 | ||||||||
Payables |
11,365 | 3,148 | 5,609 | 20,122 | ||||||||||||
Accrued compensation and employee benefits |
6,734 | 3,109 | (2,500 | ) | 7,343 | |||||||||||
Warranty and after-sale costs |
1,593 | | | 1,593 | ||||||||||||
Income and other taxes |
931 | 28 | | 959 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current liabilities |
22,413 | 6,285 | 54,900 | 83,598 | ||||||||||||
Other long-term liabilities |
1,078 | 453 | | 1,531 | ||||||||||||
Deferred income taxes |
| 50 | 12,391 | 12,441 | ||||||||||||
Accrued non-pension postretirement benefits |
6,103 | | | 6,103 | ||||||||||||
Other accrued employee benefits |
10,035 | | | 10,035 | ||||||||||||
Commitments and contingencies |
||||||||||||||||
Shareholders equity: |
||||||||||||||||
Common Stock, $1 par; authorized 40,000,000 shares; issued 21,292,030 shares in 2011 |
21,292 | | | 21,292 | ||||||||||||
Capital in excess of par value |
39,445 | 683 | (683 | ) | 39,445 | |||||||||||
Reinvested earnings |
166,271 | 19,932 | (19,932 | ) | 166,271 | |||||||||||
Accumulated other comprehensive loss |
(14,566 | ) | (323 | ) | 323 | (14,566 | ) | |||||||||
Less: Employee benefit stock |
(1,485 | ) | | | (1,485 | ) | ||||||||||
Treasury stock, at cost; 6,169,329 shares in 2011 |
(31,676 | ) | | | (31,676 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shareholders equity |
179,281 | 20,292 | (20,292 | ) | 179,281 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and shareholders equity |
$ | 218,910 | $ | 27,080 | $ | 46,999 | $ | 292,989 | ||||||||
|
|
|
|
|
|
|
|
See accompanying notes.
2
BADGER METER, INC.
Unaudited Pro Forma Combined Condensed Statement of Operations
For the Fiscal Year Ended December 31, 2011
(In thousands except per share amounts) |
Badger Meter, Inc. |
Racine Federated |
Pro Forma Adjustments (Note 3) |
Pro Forma Combined |
||||||||||||
Net sales |
$ | 262,915 | $ | 42,647 | $ | | $ | 305,562 | ||||||||
Cost of sales |
173,095 | 20,764 | | 193,859 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross margin |
89,820 | 21,883 | | 111,703 | ||||||||||||
Selling, engineering and administration |
62,286 | 17,253 | 828 | 80,367 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating earnings |
27,534 | 4,630 | (828 | ) | 31,336 | |||||||||||
Interest expense (income), net |
185 | 234 | 777 | 1,196 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Earnings before income taxes |
27,349 | 4,396 | (1,605 | ) | 30,140 | |||||||||||
Provision for income taxes |
8,188 | 1,018 | (617 | ) | 8,589 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings |
$ | 19,161 | $ | 3,378 | $ | (988 | ) | $ | 21,551 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 1.28 | $ | 1.44 | ||||||||||||
|
|
|
|
|||||||||||||
Diluted |
$ | 1.27 | $ | 1.43 | ||||||||||||
|
|
|
|
|||||||||||||
Shares used in computation of earnings per share: |
||||||||||||||||
Basic |
14,971 | 14,800 | ||||||||||||||
Impact of dilutive securities |
78 | 148 | ||||||||||||||
|
|
|
|
|||||||||||||
Diluted |
15,049 | 14,948 | ||||||||||||||
|
|
|
|
See accompanying notes.
3
Note 1 Preliminary Purchase Consideration Allocation
The preliminary total consideration for the acquisition was as follows:
(In thousands) |
January 31, 2012 | |||
Cash consideration |
$ | 57,400 | ||
Working capital purchase adjustments |
614 | |||
|
|
|||
Total assets acquired |
$ | 58,014 | ||
|
|
The final purchase consideration amount is pending, based on the final agreement of the adjustment to the cash consideration related to the level of net working capital transferred at closing. The preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed is based on the estimated fair values at the date of acquisition. The fair values of the assets and liabilities included in the table below are preliminary and subject to change as we are currently in the process of obtaining third-party valuations.
The excess of the purchase consideration over the net tangible and identifiable intangible assets is reflected as goodwill. The amount allocated to intangible assets and goodwill for tax purposes is expected to be tax deductible as a result of the election under Section 338(h)(10) of the Internal Revenue Code.
The following table summarizes the preliminary estimates of fair value of the assets acquired and the liabilities assumed as of the acquisition date:
(In thousands) |
January 31, 2011 | |||
Assets Acquired: |
||||
Cash |
$ | 1,529 | ||
Accounts receivable |
5,202 | |||
Inventories |
7,602 | |||
Prepaid expenses and other current assets |
172 | |||
Current deferred income taxes |
492 | |||
Property, plant and equipment |
4,600 | |||
Intangible assets |
30,000 | |||
Goodwill |
25,045 | |||
|
|
|||
Total assets acquired |
$ | 74,642 | ||
|
|
|||
Liabilities Assumed: |
||||
Accounts payable |
$ | 3,155 | ||
Employee compensation and benefits |
569 | |||
Income taxes |
30 | |||
Deferred income taxes |
12,423 | |||
Other long-term liabilities |
451 | |||
|
|
|||
Total liabilities assumed |
$ | 16,628 | ||
|
|
The determination of fair value for acquired intangible assets is currently underway and includes intangible assets consisting of technology, customer relationships, trademarks and backlog. Of the $55.0 million of intangible assets and goodwill, $30.0 million has been preliminarily assigned to intangible assets which are being amortized over an average weighted life of fifteen years. The determination of the useful life was based upon historical experience, economic factors, and future cash flows of the assets acquired.
Inventories reflect adjustments of $0.2 million to establish the estimated fair market value. Property plant and equipment reflects an adjustment of $2.0 million to establish the estimated fair market value. These adjustments have been reflected on the December 31, 2011 pro forma balance sheet.
For purposes of these Unaudited Pro Forma Combined Condensed Financial Statements, a blended statutory rate of 38.4% has been used. This rate is an estimate and does not take into account any possible future tax planning or events that may occur for the combined company. An estimated deferred tax asset of $0.2 million and an estimated deferred tax liability of $12.4 million related to the tax effect on differences in timing of deductibility was recognized.
4
Note 2 Adjustments to the Unaudited Pro Forma Combined Condensed Balance Sheet
Fair value adjustments were made to certain intangible assets, property, plant and equipment, and inventories. In January 2012, in preparing for their cash-free debt-free acquisition by the Company, Racine Federated paid certain liabilities and paid a dividend that reduced cash accordingly. Adjustments in the pro forma presentation reflect the cash-free debt-free transaction. Inventories have been adjusted to their estimated fair market value and will be charged to cost of sales over a period of three months. Amortizable intangible assets are being amortized over 15 years while property, plant and equipment are being depreciated over the estimated useful lives of the respective assets using the straight-line method for financial reporting. Deferred tax balances have been adjusted to reflect the tax impact of adjustments made to underlying carrying values.
Note 3 Adjustments to the Unaudited Pro Forma Combined Condensed Statement of Operations
Acquisition expenses of $1.1 million were excluded in the combined condensed statement of operations as of December 31,2011. It is expected that acquisition costs after that date will not be significant. The pro forma amounts include additional amortization of intangible assets, depreciation of assets at fair value, interest expense on increased debt levels and the related tax effects of these adjustments.
5