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Earnings Call: Q2 2017

Jul 21, 2017

Operator

Good day, ladies and gentlemen, welcome to the Badger Meter second quarter 2017 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. If anyone should require assistance during the conference, please press star then zero on your touch-tone telephone. As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Mr. Rick Johnson, Senior Vice President of Finance and Chief Financial Officer. Sir, you may begin.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Thank you very much, Kaylee. Good morning, everyone, welcome to Badger Meter's second quarter conference call. I want to thank all of you for joining us today. As usual, I will begin by stating that we will make a number of forward-looking statements on our call today. Certain statements contained in this presentation, as well as other information provided from time to time by the company or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in 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. Nor do we disclose components of cost of sales, for example, copper.

More importantly, we continue our practice of not providing specific guidance on future earnings. We believe specific guidance does not serve the long-term interest of our shareholders. Now on to the results. Yesterday, after the market closed, we released our second quarter 2017 results. Our sales, net income, and earnings per share were all records for any quarter, not just the second quarter. While you may argue that the sales record is by a very small amount, remember that the prior all-time record for sales was last year's second quarter. On a tough comparison, we had a very strong quarter. Let's look at some of the details. Sales were up three-tenths of a % to $104.2 million, compared to $103.8 million last year in the second quarter.

The split between municipal water sales and flow instrumentation sales is roughly the same as it was last year, with municipal water contributing about 77% of sales and flow instrumentation about 23%. Municipal water sales increased just $100,000 to $80.1 million from $80 million last year. This included approximately $650,000 of revenues from D-Flow, the Swedish company we acquired on May 1st. The relatively small change between years was the net impact of slightly lower meter volumes and slightly higher radio volumes. We also believe there are a number of customers who want the latest technology and, as a result, delayed orders pending our release of the ORION Cellular LTE endpoint, which did not begin shipping until June. Flow instrumentation sales increased 1.3% to $24.1 million from $23.8 million last year.

We continue to see improvement in the domestic oil and gas markets, as well as other domestic industrial markets. In fact, domestic flow instrumentation sales were up over 5% quarter-over-quarter. However, we saw lower international sales due to economic conditions. Gross margin as a % of sales was 39.4%, up from 37.9% in the second quarter last year. The improvement was due to pricing discipline, favorable foreign exchange on purchased products, and product mix, all offset somewhat by higher brass costs. Selling, engineering, and administration expenses were virtually the same as they were in the second quarter of last year. A reduction in staffing costs and favorable healthcare expenses helped to offset increased amortization expense related to the D-Flow acquisition, as well as normal inflationary pressures.

The provision for income taxes as a % of earnings before taxes for the second quarter of 2017 was 35.5%, compared to 36% in the first quarter of 2017. At this time, this is our best estimate for the year as a whole, although much will depend upon the relationship between foreign and domestic earnings for all of 2017. As a result of these factors, net earnings for the three months ending June 30, 2017, were $10.6 million or $0.36 per diluted share, compared to $9.4 million or $0.32 per diluted share in the same period last year. Our cash flow remains strong. For the six months ended June 30, 2017, we generated $37.3 million of cash from operations, compared to $27.7 million for the first six months of 2016.

Our acquisition of D-Flow did have an impact on our short-term debt balance, which has increased since year-end. However, debt as a % of total capitalization is still low at 4%. With that bit of background, I will now turn the call over to Rich Meeusen, Badger Meter's Chairman, President, and CEO, who will have some additional comments. Rich?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Thank you, Rick. Thank all of you for joining us today. This was another strong quarter earnings for Badger Meter. Not only did we have record earnings this quarter with a 12.9% increase over last year's second quarter, but this followed a record first quarter where we saw earnings increase 9.5% over the first quarter of last year. We're very pleased with the 2017 results thus far. Although sales were an all-time record, they were relatively flat compared to the very strong sales in last year's second quarter. As Rick noted, we believe this was due in part to customer delays associated with our introduction of the LTE Endpoint in June. In fact, we were also starting to run low on the old inventory, which also contributed to the flat sales. The LTE is now fully released and shipments are continuing.

We are also aware of numerous large city projects that still are in the bid process. With these types of projects on the horizon and the continued strength of our water meters, radios, and software, we are confident about future municipal sales growth. We have also started to see the long-awaited rebound in flow instrumentation, particularly in our oil and gas business. We had very strong margins this quarter, which reflected continued cost controls and the pricing discipline that we are to achieve. As Rick mentioned, we are seeing the benefits of cost reductions that were made last year in the flow instrumentation area. In the municipal water markets, we are maintaining our strong pricing structure by not participating in low-margin opportunities, and we are seeing benefits from our distribution consolidation strategy. Finally, let me add a few comments about our recent acquisition of D-Flow in Sweden.

This company is already providing us with engineering and R&D expertise in the key ultrasonic technology that drives our E-Series ultrasonic metering products. We have already had several exchanges between the D-Flow engineers in Sweden and the E-Series engineers in our Milwaukee facility. We have also established a technology roadmap that will allow us to integrate the D-Flow technology into future versions of our E-Series meters for our larger commercial metering customers, as well as our residential customers. This technology will not only improve the performance and functionality of the meters, but will also enable us to reduce production costs. With those very brief comments, we would love to take your questions.

Operator

Ladies and gentlemen, if you have a question at this time, please press star then one on your touch-tone telephone. If your question has been answered or you wish to remove yourself from the queue, please press the pound key. Our first question comes from the line of Richard Eastman with Robert W. Baird. Your line is open.

Richard Eastman
Analyst, Robert W. Baird

Yes, good morning.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Morning, Rick.

Richard Eastman
Analyst, Robert W. Baird

Richard Rick.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Good morning, Rick.

Richard Eastman
Analyst, Robert W. Baird

Rich, would you like to take a cut, maybe a dollar amount of revenue that you think may have been deferred out of the majority of the second quarter due to the LTE product?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Well, that's a hard one. I really can't give you a $ amount because, obviously, it's anecdotal as to when customers are placing orders. What I do know that, to give you some added color, our VP of manufacturing was very excited last week because he used an interesting word. He said the LTE production line is going gangbusters. That must be a technical term used by manufacturing people. If you can equate that into $, you can get a feel. I really can't give you a $ amount, Rick.

Richard Eastman
Analyst, Robert W. Baird

Yeah.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

I'd love to, but I can't.

Richard Eastman
Analyst, Robert W. Baird

The transition internally and through customers, basically, the 3G cellular product would just evolve into the LTE product. Would the 3G be discontinued? The reason to buy that or?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

No, the 3G has been discontinued. It's a lot like the cell phones you buy. If a customer has their system-

Richard Eastman
Analyst, Robert W. Baird

Yeah

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Let's say 25% built out, okay, they can do the other 75% with the LTE, and it works exactly the same. They really don't see the difference. The only difference will be that sometime down the road, if the 3G networks start to go away, the LTE product will last longer, will be there longer. This does not mean we're going to end up with 3G customers continuing to buy the old product and LTE customers buying the new one.

Richard Eastman
Analyst, Robert W. Baird

Yes, I understand.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Let me just comment on this delay so everybody really understands what we're saying. Generally, if you have the iPhone 6 and you're going to buy a new iPhone, and you hear that the iPhone 7 is going to be released in a couple of months, you're going to wait. That's really what happened. We usually don't like to announce that we've got a product coming out that's going to replace another product simply because this is what happens. You end up with this dip in orders while people put a delay in.

Richard Eastman
Analyst, Robert W. Baird

Yeah.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

The reason-

Let's clarify. This is not our delay.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Right.

We got it out on time.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

It was out on time.

Rick Johnson
SVP of Finance and CFO, Badger Meter

I'm just saying, customers delayed ordering until they could get the 4G product.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Correct. It was the customers delaying orders. As I said, we usually don't like to pre-announce because this happens. However, we did have some competitors who were saying, "Well, we're going to be coming out with an LTE someday, so you don't want to commit to the Badger system because we're going to have an LTE." That kind of forced us to tell our customers that we had an LTE coming in June, it did cause a little bit of the delay in orders. We expected this. I was pretty pleased that, A, that our sales didn't go down. We had record sales, and I was even more pleased that we were able to get a very strong bottom line for the quarter.

Richard Eastman
Analyst, Robert W. Baird

No, I understand. Could I just ask you, when I look at the municipal water business, maybe the three buckets. We're looking at no growth year-over-year, you just explained part of the reason. Can I just ask you, was the domestic business up? How did Middle East do? The commercial meter side, those three buckets within municipal, up, down, or flat?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Are you asking for the quarter or for the first six months?

Richard Eastman
Analyst, Robert W. Baird

No, the second quarter, year-over-year, that would comp to the flat revenue in municipal. Second quarter over second quarter. I'm just curious on those three buckets, if they're up, down, or flat.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Yeah. The international is down.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Our international was down.

Rick Johnson
SVP of Finance and CFO, Badger Meter

International down. Our Latin America was up, but it's peanuts. We're talking $100,000.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Okay.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Really, domestic was down a fraction.

Richard Eastman
Analyst, Robert W. Baird

A percent?

Rick Johnson
SVP of Finance and CFO, Badger Meter

A tenth of a percent or something like that.

Richard Eastman
Analyst, Robert W. Baird

Yeah. Okay.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Domestic was pretty flat and the international, we kind of separate.

Richard Eastman
Analyst, Robert W. Baird

Latin America

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Latin America from international. Latin America being mostly Mexico sales. Mexico was up a little bit and international was down a little bit.

Richard Eastman
Analyst, Robert W. Baird

Okay. The commercial business must have been up just a tick or something?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Yep.

Richard Eastman
Analyst, Robert W. Baird

Okay. I got it. Hey, just last thing, Rick, could you just repeat what you said about revenue for D-Flow that was included in the second quarter? I just missed that one.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Yeah, it was $650,000. We acquired them on May 1st, so it's really the May and June sales of D-Flow were about $650,000.

As you recall, D-Flow does about $2.5 million a year in sales, so it's about where we would have expected it to be.

Richard Eastman
Analyst, Robert W. Baird

Yeah. Rich, could you just explain, there's kind of a vertical integration play here with D-Flow on the chip side for the e-meters. Can you give us a sense of what your board purchases are currently from your German vendor?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

That's a tough one, and I'm getting a lot of shaking heads here. They don't want to disclose it.

Richard Eastman
Analyst, Robert W. Baird

There you go.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

For competitive reasons, they don't want our competitors to know exactly what our board cost is.

Richard Eastman
Analyst, Robert W. Baird

That's why I directed the question to you, Rick. Rich, sorry.

Rick Johnson
SVP of Finance and CFO, Badger Meter

That's why I sit next to him.

Richard Eastman
Analyst, Robert W. Baird

Okay. All right. I'll try to do some math myself. Thank you.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

All right. Thank you.

Operator

Thank you. Our next question comes from the line of John Quealy with Canaccord Genuity. Your line is open.

John Quealy
Analyst, Canaccord Genuity

Hey, good morning, Rich and Rick. Back to the cellular, I think the previous question has tried to size it. Can you talk about size of market or currently, the 900 versus the cellular? What's the opportunity you see there? I imagine the delay, to your point, might've been smaller, but clients are excited about it. Remind us again, the overall install base. Where do you think this could go?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

First off, if you assume, I'm just going to talk about the United States for a moment, ignore Canada and Mexico. In the United States, if you assume that there are about 80 million water meters as an installed base, residential water meters, and maybe another seven or eight million commercial water meters. You're closing in on 90 million water meters in North America. We also believe that based on the IHS Markit survey, that the market is about 55 or 60% converted to some sort of technology. First off, the first thing you have is a fairly good hunk, say, 30 million meters that are available to convert from a manual read to some sort of technology, and we think cellular is very compelling to take a good piece of that.

The second piece is all the people out there who have been using technology, now it's time to upgrade. They've either been using drive-by radios or they've been using some sort of fixed network system, they're tired of maintaining all that infrastructure, they would like to have a system that doesn't require them to have the infrastructure. There, too, the cellular becomes very compelling. The other real benefit of cellular is that you can convert it on a spotty basis. What I mean by that is if you have a fixed network system in your city, you want to go to some other fixed network system, you generally have to do it by neighborhood. You put up a tower, you start converting that neighborhood.

With cellular, you can convert one meter on the north side of town, one meter on the south side of town without having to put up towers, it's much easier to make those conversions. I'm giving you a little background on these numbers, cellular will cannibalize some of our drive-by and fixed network market, okay? There's no question about that. Cellular, we think, will take a good piece of these cities that have not yet converted that are looking to a new technology, they're going to want the latest technology, we think we've got a good shot at that. Finally, I think we're going to take market share. I think, the fact is, Badger has cellular. Of our four large competitors, we've had cellular for several years.

One has just announced they're introducing cellular, they're several years behind us, the other three really don't have anything. I think we're in pretty good shape to take some market share from that. That's about the best I can give you.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Rich, we have disclosed this. In a market that moves at glacial speed, the fact that we introduced this several years ago, it's probably already about 20% of all radios, cellular radios.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Correct.

Rick Johnson
SVP of Finance and CFO, Badger Meter

About 20% of the total, we see that growing in the future.

John Quealy
Analyst, Canaccord Genuity

The glide path towards cost in the past, it was sort of the monthly cost on the SLA from the carrier. That's obviously some of the benefits of having ubiquitous cellular networks at this stage. You're seeing the glide path cost per versus an old RF or getting really comparable, if not the same. Is that fair?

Rick Johnson
SVP of Finance and CFO, Badger Meter

Well, the cost of the technology is similar to networks and to drive-by.

John Quealy
Analyst, Canaccord Genuity

Yeah.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Obviously, there's some ancillary cost on each one of those types of technology. With drive-by, you need a laptop in the car as you drive by. With network, you need towers. With cellular, you're paying a monthly fee for the read.

John Quealy
Analyst, Canaccord Genuity

Yep. Okay. Lastly, on the ultrasonic side, talk about the potential there. I think it sounds like you're moving upstream in diameter size, but again, back to the total market, Sensus is out there with the iPERL for a while doing things-

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Right

John Quealy
Analyst, Canaccord Genuity

on the flowless side. Talk about share, talk about initiatives, Rich, about how we should measure you guys on that product cycle too. Thank you, guys.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Sure. Yeah. Badger and Sensus were the two that introduced solid state metering. About, help me there, here, five years ago?

Rick Johnson
SVP of Finance and CFO, Badger Meter

Eight years ago.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Eight years ago. My, how time flies.

Rick Johnson
SVP of Finance and CFO, Badger Meter

flies.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Okay. About eight years ago, Badger and Sensus introduced cellular. Sensus chose magnetic, and they've come out with the iPERL, and it apparently has done well for them. We chose to go an ultrasonic path. I personally tend to think that as we look to the future, we made the better choice. That's validated by a couple things. One is that Neptune has now come out with ultrasonic. Neptune looked at the technologies and chose not to go magnetic. They chose to use a similar technology to Badger's, which tells me that maybe we made the right decision. The other thing is, as I look at the future, magnetic technology, a lot of the cost is in copper coils that make up the magnetic and the magnetic resonance material. Whereas with ultrasonic, a lot of the cost is in circuitry.

If I think about what's more likely to decrease in cost in the future, magnetic coils, copper wires, or electronic circuitry. Well, if history has shown us anything, it's that electronic circuitry tends to get cheaper. I think we have a better opportunity to cost reduce the ultrasonic. The other point you made very quickly there was a very good one that you picked up on. We have not historically taken our ultrasonic to the commercial sizes, up to the two- and three-inch sizes. We were there focusing a little more on mag. With the acquisition of D-Flow, we believe we can now take our ultrasonic into that commercial size. One of the projects that we have launched is the development of ultrasonic meters for the commercial market in the two- and three-inch series.

Our VP of sales marketing has not had a heart attack, so apparently she's not too upset that I announced that. We are working on that project, and we think that's going to give us a very competitive product for the market on the ultrasonic. That's kind of how we view the ultrasonic. D-Flow is definitely a real advantage for us. We were buying a lot of our circuitry and our transducers from a third party. Now with D-Flow, we will be making those ourselves, and that's going to give us some cost savings, and we'll also have advantage to all of the latest technology.

Operator

Thank you.

John Quealy
Analyst, Canaccord Genuity

I think he had hung up. Yeah.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Yeah. Okay.

Operator

Thank you.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Thank you.

Operator

Our next question comes from the line of Ryan Connors with Boenning & Scattergood. Your line is open.

Ryan Connors
Analyst, Boenning & Scattergood

Great. Thank you. Question, I really want to focus more on the margin line, there's been a lot of focus on the top-line issues, but it seems to us that maybe the margin here is really the surprise. You mentioned, both in the press release and your prepared remarks, the forward integration, the dealer roll-up as being a contributor to that, which suggests that that must be a pretty powerful impact given that it's a relatively small part of the business right now. Can you give us any more color there, Rich, on any metrics that we can put on that contribution from that element or anything qualitative?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Well, generally, when we buy a dealer, okay, for their sales, we will put maybe another 100 basis points on the margin, just from. Well, I'm sorry. I've said this wrong. We can put a good 500-1,000 basis points on the margin. We can get like another five-

Ryan Connors
Analyst, Boenning & Scattergood

Five.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

On their sales.

Ryan Connors
Analyst, Boenning & Scattergood

Oh, okay.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

5-10%. In other words, and I'm just using some rough numbers here, if we were selling to a distributor at a 30% margin, and they were reselling at an additional 10% for them, okay?

We're capturing that 10%. That's good. Of course, we have additional expenses down in the sales and marketing side when we pick up that distributor. You have to factor that in. Yes, we are gaining on the margin side from them. On the other hand, it's also driving increased sales and marketing expenses for us as we do that. We always knew that would happen. It does drop profit to the bottom line. Thus far, all of the dealership, distributorship acquisitions we've done There's been two major ones, two of our largest. Others are in the pipeline. They've been very successful at driving up margins and putting additional profits on the bottom line. We've been very happy with that. I can't really quantify how much of the margin increase is exactly due to the distributors.

We do know that when we talk about the flow instrumentation cost cuts we made last year, we cut about $1.2 million out of the cost structure there. That's about $300,000 that is in the margin. It's harder on the other ones.

Rick Johnson
SVP of Finance and CFO, Badger Meter

This is Rick. Let me give you another little take on this is my personal editorial comment, we've replaced some of sales management with people who came out of the distribution side of the business, there's a little bit different mindset than if you came out of the manufacturing side, where it was more of a cost plus so much to get to a certain gross margin. If you've been in distribution, what we see is let's get the most amount we can, lo and behold, sometimes that's a higher margin than we would've gotten in the past. I think we're seeing now that one's really difficult to quantify, I think just the nature of some of the changes we've made in sales leadership in this company, I think we're seeing some of those impacts also.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Right. I also think we should point out that we mentioned pricing discipline in here. At the beginning of the year, we knew we were going to have a headwind from the brass costs. Brass last year averaged about $2.20 a pound. This year, thus far, it's been $2.55 to $2.60, sometimes even more. We knew we were going to have that headwind, we did at the annual sales meeting earlier in the year, challenge the sales force and say, "Look, we've got to offset that means we've got to be pretty firm with our pricing in order to be able to offset that." I think they've done a very good job of that, I have to congratulate them because they have gone out and they've put in some pricing discipline. Yes, it means we did not chase some low-price business.

The lower end of the market is not something that Badger plays in real well. We don't have the cheapest products. We don't try to have the cheapest products. We try to have the best technology and the best quality. That pricing discipline has also benefited us. I think we're going to see these levels going forward for a while, depending on how bad brass does.

Ryan Connors
Analyst, Boenning & Scattergood

Thank you. The other element of the margin side that I thought was interesting that was not mentioned was mix. You mentioned price, you mentioned cost controls, dealer roll-up, but there was no specific mention of mix, which I know for years has been kind of part of the margin story, that as you shift away from manual towards some of the newer technologies. How should we read the absence of mix from that discussion?

Rick Johnson
SVP of Finance and CFO, Badger Meter

Actually, I did say product mix in explaining gross margin. Part of that is a little higher emphasis on the flow instrumentation. We saw a little bit of rebound there. Obviously, the 80/20 split is about the same, but I think we're getting slightly higher margins on the flow instrumentation and just the product mix within municipal water. The trend towards technology is going to help us. When I throw in product mix, it's a catchall for a lot of those things.

Ryan Connors
Analyst, Boenning & Scattergood

Got it. Okay. I must have missed that. Thanks a lot, guys.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Okay. Thank you.

Operator

Thank you. As a reminder, ladies and gentlemen, if you would like to ask a question at this time, please press star then one on your touch-tone telephone. Our next question comes from the line of Jose Garza with Gabelli. Your line is open.

Jose Garza
Analyst, Gabelli

Hey, good morning, guys.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Morning, Jose.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Morning.

Jose Garza
Analyst, Gabelli

Hey, I just wanted to ask you about the SG&A and how kind of we should think about that. It's been pretty flat here. How do we think about that going forward, especially with kind of the addition of D-Flow now?

Rick Johnson
SVP of Finance and CFO, Badger Meter

Well, D-Flow may add, I'm going to guess $200,000 a quarter, maybe $1 million a year, something on that order, plus some amortization, which off the top of my head, I don't want to quantify here because we're still in the process of sorting out the structure of the deal. We still haven't finalized that yet. In terms of cash, probably no more than $1 million a year. No, not even that high, probably.

Jose Garza
Analyst, Gabelli

Okay. Anything on the R&D side?

Rick Johnson
SVP of Finance and CFO, Badger Meter

I don't.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

I'm about to disagree with my.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Oh, this will be interesting. Go ahead.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Well, D-Flow does about two and a half million in sales.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Correct.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Okay, now that I'm thinking about it, I'm not going to disagree. They do about a half a million dollars on the bottom line.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Yep.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

We just closed that one.

Jose Garza
Analyst, Gabelli

I can't hear you too well, Rich.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Perhaps if you turn on-

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

That's because my microphone was off. I apologize. Let me start over here. I was about to disagree with Rick and-

Rick Johnson
SVP of Finance and CFO, Badger Meter

First of all, he was going to disagree with me. He's now acknowledging that I might be right.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Just to walk through the numbers, D-Flow had about $2.5 million of sales a year, and we're continuing to see that. They do about a half a million on the bottom line. That's about $2 million of expenses. Okay? About half of that is in the cost of sales, and about half of that is in all of their engineering and staffing costs. There's probably about $1 million at most in the SG&A, and that's what Rick said. I have to admit he was right. Okay? Of course, when we acquired them, we had to write things up, and we also have patent amortization and acquisition amortization.

Rick Johnson
SVP of Finance and CFO, Badger Meter

That's what I'm saying. The final allocation between intangibles and goodwill is not finalized, but that'll be a non-cash expense going forward.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Right.

Jose Garza
Analyst, Gabelli

Okay. I guess just color on kind of the R&D, kind of, if you guys kind of expect that to pick up there with that acquisition.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Yeah, I think you're going to see more R&D expense because the bulk of D-Flow's-

Rick Johnson
SVP of Finance and CFO, Badger Meter

Engineers

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

SG&A is engineering.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Yep.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Okay? We're adding that to our engineering expertise. It's something we certainly needed. It was something that we had in the plans to try and hire, but finding D-Flow gave us this ready source of engineering expertise that we didn't have to go out and try to recruit. We considered ourselves very lucky for that. The other benefit we have is basically we acquired these engineers and their salaries are paid for by D-Flow's business. That's a real plus, too. You will see higher engineering costs. The bulk of that $1 million in expenses in SG&A that Rick talked about, that's in the engineering area.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Correct.

Jose Garza
Analyst, Gabelli

Okay. I guess just going back to the discussion of the distributor acquisitions, I don't know if you want to just take a step looking back and just kind of talk to us about just the growth in those, maybe kind of the outside sales, I guess, relative to the internal volumes.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Well, let me start, and then you can add a comment.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

I can tell you you're wrong.

Rick Johnson
SVP of Finance and CFO, Badger Meter

Yeah, that's right. I'm used to that. We've only purchased two so far, if you just compare the original territory for those compared to what we have now, you could say, well, it's been successful in that sense. The reality is we had a lot of unassigned territory that we basically bolted on to those two now company-owned distributors.

We go to market now under one name called National Meter.

That's our distribution arm. The sales are much bigger than the original footprint of just the two we purchased. When Rich says we have additional things in the pipeline, eventually we now are to the point where we're becoming comfortable with the underlying systems. We know how it's going to work. Anytime we add a distributor in the future, we'll be able to bolt them on, and I think to go in that sense. That distribution model is achieving exactly what we were after. If you recall, we talked about that the strategy for acquiring distribution was not so much purely a financial strategy. It was a strategy driven by our customers' needs. As we move to these more complex systems, cellular and E-Series, and BEACON, we need more boots on the ground. We need to get closer to our customers.

We wanted to assure our customers that they would have some consistency from field service. Right. By buying the distributors and rolling them up, we're able to get that consistency. With those distributors, we're able to get incredible resources that we can deploy out in the field where we need them. There's been a real benefit to us and to our customers as we've done that. Okay. That's very helpful. Just anything kind of abnormal in terms of weather in the second quarter, either positive or negative? No. If anything, on the weather front, I would say that I was a little nervous coming into the second quarter, because as you remember, the first quarter, we had some mild weather in the first quarter. It was not a harsh winter in the North and the Northeast.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

I was a little worried, did our customers start installing earlier? Which would mean that maybe the second quarter would start to peter out. We haven't seen that. Really, the second quarter weather, there was nothing unusual in there that You've always got some regional flooding and stuff, but nothing that had a big impact on us. Okay. Excellent. Thanks very much, guys. Thank you.

Operator

Thank you. We have a follow-up from the line of Richard Eastman with Robert W. Baird. Your line is open.

Richard Eastman
Analyst, Robert W. Baird

Yes, thank you.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

You finished crunching the numbers, and you've come back with another question.

Richard Eastman
Analyst, Robert W. Baird

I want to give you the number, Rich.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

You calculated it for us.

Richard Eastman
Analyst, Robert W. Baird

I'm thinking it must've been $4 million bucks. No. Your revenue would've better matched our estimate. Just a couple of things. Was there any uptick in the AWK sales in the quarter?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Yes, there were. In fact, I've got them.

Richard Eastman
Analyst, Robert W. Baird

Just $2 million-$3 million, if you could just kind of range it out a little bit.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Let me put it this way. Oh, thank you. You're welcome. We are on track, I believe, to do about $8 million this year. Yes, we did see an uptick in the second quarter, although, certainly over the first quarter, but we see that through our whole business.

Also, we're on track to do about $8 million this year, and I think that's pretty good. The issue with American Water has been, as you know, that it has taken us time to get all of their billing systems integrated. In American Water, the various subsidiaries of American Water, some of them use different billing systems, and all of that takes time. We're now getting there. There's a lot of interest in the cellular, and I think we're going to continue to see some good business growth on that one. Then just 2 other things. I noticed just from your commentary, if you piece things together, your international sales again sounded weak, whether it be on the flow side or on the municipal side, the water side.

Richard Eastman
Analyst, Robert W. Baird

It's curious because, again, when you look at your geographic mix for all of 2016, your North American business across the board was pretty decent, was up, and all the rest of world geographies were down meaningfully. I'm just kind of curious, what's maybe your take on that? We have 2 very different sides of the business, obviously, on the meter side, then also on the industrial flow side. What's your take on that, and when do you kind of think we can start to see a rebound in rest-of-world sales? The big issue in rest of world is the Middle East for us. That's where we have some really big opportunities. You know we did a big project with Qatar, or Qatar, depending upon how you want to say it. We're done. That project came to an end.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

I'll probably say that project came to an end fortunately, because there are some political issues that are restricting shipments into there. We're done with that. We had hoped by now to see some movement out of Dubai. We've been working with DEWA, the water utility in Dubai, for several years now. We have our meters in there. They've been tested. They've been validated. We're really waiting for some of the big orders from Dubai and hoping to see some. They haven't come yet. I can't say when they will. That's the nature of the Middle East. We also have opportunities in other countries in the Middle East that also are very interested in that E-Series meter. I think we're still optimistic about what could happen there, but right now, we're just not seeing it, Rick. Yeah.

Richard Eastman
Analyst, Robert W. Baird

We noticed that Itron won a UAE contract of some size. Is there the potential for you to be a meter vendor there?

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

There is. Although, remember, winning a contract does not necessarily mean shipments, okay? Okay. I've been amazed at how many people have announced that they've won contracts in the Middle East and how few people have actually shipped product to the Middle East. I think the follow-up question has to be exactly how much are you guys shipping? We haven't seen it yet. Obviously, yes, there is an opportunity, just like in the U.S., to put Itron radios on E-Series meters. However, I'll remind you that in Europe, Itron has a water meter called the Actaris meter, and they do sell it, so they would probably prefer to use that on those contracts.

Richard Eastman
Analyst, Robert W. Baird

Yeah, okay. Just last question, Meeusen. Just in terms of the M&A pipeline, are there a couple other distributor prospects that are front of pipeline or anything else that Just handicap maybe second half ability to do something.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

We have a couple more in the pipeline. Some of these are slow because we're not taking an aggressive position. We would like to acquire our distributors when they are comfortable selling to us. Sometimes that falls down into age, family issues, things of that sort. We don't push really hard, but we do have a couple more that are in the pipeline. Whether or not we'll be able to close one this year, I'm optimistic. I'd like to see us close one this year, but it might fall into next year.

Richard Eastman
Analyst, Robert W. Baird

Okay, understood. Thank you again for your time.

Operator

Thank you. I am showing no further questions at this time. I'd like to turn the call back to Mr. Meeusen for closing remarks.

Richard A. Meeusen
Chairman, President, and CEO, Badger Meter

Yeah, well, I want to thank everybody for joining us today. Obviously, we don't want to lose sight of the fact that we had a record quarter. Again, this is two record quarters in a row. Sales were impacted by that delay associated with the LTE. That is now, as my VP of manufacturing says, going gangbusters, so we're pretty confident about that, and we were very pleased with the bottom line. I think we've had some good pricing discipline. We're showing good margins. We've had good cost control, and we're continuing to deliver some real value for our shareholders. We're very pleased with that. We're optimistic about the rest of the year. Again, I just want to thank everybody for joining us. Thank you.

Operator

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