SENSUS METERING SYSTEMS BERMUDA 2 LTD - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2004

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

Commission file number 333-113658

Sensus Metering Systems (Bermuda 2) Ltd.		Sensus Metering Systems Inc.
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

Bermuda	98-0413362	Delaware	51-0338883
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8601 Six Forks Road, Suite 300, Raleigh, North Carolina 27615
(Address of principal executive offices) (Zip Code)

(919) 845-4017
(Registrants’ telephone number, including area code)

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 o No ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

Number of Common Shares, $1.00 par value, outstanding at October 31, 2004: 12,000, all of which are owned by Sensus Metering Systems (Bermuda 1) Ltd.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

SENSUS METERING SYSTEMS (BERMUDA 2) LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

($ In millions)

	September 30, 2004			March 31, 2004
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	49.1		$	48.5
Accounts receivable:
Trade, net of allowance for doubtful accounts of $2.4 and $1.3 at September 30, 2004 and March 31, 2004, respectively	86.5			82.5
Other	1.5			2.4
Inventories, net	49.8			46.5
Prepayments and other current assets	7.5			8.9
Deferred income taxes	1.2			1.2
Total current assets	195.6			190.0

Property, plant and equipment, net	115.9			116.4
Intangible assets, net	248.5			254.4
Goodwill	341.4			347.6
Deferred income taxes	18.0			18.0
Other long-term assets	26.4			25.0
Total assets	$	945.8		$	951.4

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	47.5		$	43.7
Current portion of long-term debt	0.6			2.3
Short-term borrowings	—			2.2
Income taxes payable	—			0.7
Restructuring accruals	8.5			8.6
Accruals and other current liabilities	52.9			51.7
Total current liabilities	109.5			109.2

Long-term debt, less current portion	501.0			502.1
Pensions	38.6			37.6
Deferred income tax liabilities	91.3			91.9
Other long-term liabilities	5.4			6.2
Minority interests	5.0			6.4
Total liabilities	750.8			753.4

STOCKHOLDERS’ EQUITY:
Common stock, par value $1.00 per share, 12,000 shares authorized, issued and outstanding	—			—
Paid-in capital	200.0			200.0
Accumulated deficit	(5.3		)	(1.9		)
Accumulated other comprehensive gain (loss)	0.3			(0.1		)
Total stockholders’ equity	195.0			198.0
Total liabilities and stockholders’ equity	$	945.8		$	951.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

Part I—Financial Statements

Item 1.		Financial Statements

		Condensed Consolidated Balance Sheets as of September 30, 2004 (unaudited) and March 31, 2004

		Condensed Consolidated Statements of Operations for the fiscal quarter and six months ended September 30, 2004 (unaudited) and for the Predecessor for the fiscal quarter and six months ended September 30, 2003 (unaudited)

		Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2004 (unaudited) and for the Predecessor for the six months ended September 30, 2003 (unaudited)

		Notes to Unaudited Condensed Consolidated Financial Statements

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

Item 3.		Quantitative and Qualitative Disclosures About Market Risk

Item 4.		Controls and Procedures

Part II—Other Information

Item 1.		Legal Proceedings

Item 2.		Changes in Securities and Use of Proceeds

Item 3.		Defaults upon Senior Securities

Item 4.		Submission of Matters to a Vote of Security Holders

Item 5.		Other Information

Item 6.		Exhibits and Reports on Form 8-K