FEBRUARY, 2011 U.S. Residential Gas Meters Market Study for Gazdevice Private and Confidential: Prepared For Internal Use of Gazdevice U.S. Residential Gas Meters Market Study For GAZDEVICE Feb, 2011 Table of Contents 1. USA: Gas Meter Market ........................................................................................................................ 4 2. Gas Meter Standards ............................................................................................................................ 5 2.1. Gas Meter Design and External Features........................................................................................... 6 2.2. 3. Gas Meter Sample Tests ............................................................................................................... 7 2.2.1. Accelerated Weather Test .................................................................................................... 7 2.2.2. Salt Spray Test ....................................................................................................................... 7 2.2.3. Chemical Resistance Test ...................................................................................................... 7 2.2.4. Meter Window Impact Test .................................................................................................. 7 2.2.5. Temperature and Thermal Shock Resistance ....................................................................... 7 Competitors in the US ........................................................................................................................... 7 3.1. Manufacturers and Models Presented in the US Market .................................................................. 8 3.2. Retail Price for Selected Models ....................................................................................................... 8 4. Import of Gas Meters into the United States ....................................................................................... 9 5. Challenges of Entering U.S. Market ...................................................................................................... 9 6. Invitation to Bid, the City of Pensacola ................................................................................................. 9 7. Suggestions to Gazdevice for Entering US Market ............................................................................. 10 7. 1. Establish Legal presence of Gazdevice in the United States ....................................................... 10 7.2. To Obtain Pre-Certification of Gazdevice Products ................................................................... 11 7.3. To Contact Municipalities and LDCs ........................................................................................... 11 Appendix A: LDCs Investor-Owned Appendix B: LDCs Municipal-Owned Appendix C: LDCs Privately-Owned Appendix D: Price Estimate for ANSI Pre Certification by Measurements Controls, Inc. Appendix E: Request for Approval of AM 250 Residential Gas Meter by the State of New York Appendix F: Approval of Metris 250 Residential Gas Meter by the State of California Appendix G: Request for Proposal to Supply 1,500 Residential Gas Meters to the City of Pensacola, FL 2 U.S. Residential Gas Meters Market Study For GAZDEVICE Feb, 2011 Addition 1: Itron Metris 250 Description in the U.S. Addition 2: Elster AMC Description in the U.S. Addition 3: Sensus Residential Gas Meters U.S. Brochure Addition 4: Sensus Cubix 250 Description in the U.S. 3 U.S. Residential Gas Meters Market Study For GAZDEVICE 1. Feb, 2011 USA: Gas Meter Market The natural gas distribution markets in the United States are regulated at the state level. Although it is possible to purchase a gas meter individually, then install it and register, the overwhelming majority of gas meters are purchased by gas utility companies, otherwise known as Local Distribution Companies (LDCs) or municipalities. Each LDC installs the gas meter necessary for the regulation and measuring of gas to its customers. The LDCs will continue to own, maintain and operate the gas meters and are responsible for sample testing and annual maintenance of the gas meters, as required by the states. There is almost no open market for gas meters in the United States. The market is divided among three major manufacturers: American Meter Company (presently Elster), Itron Inc, and Sensus. Their growth was conducted via acquisitions of local gas manufacturers with existing US-based manufacturing and distribution channels. All meters installed in the United States must comply with the applicable provision of American National Standard ANSI B109 (see Gas Meter Standards). Usually, a manufacturer can self-declare that its product meets ANSI B109 specifications and negotiate with an LDC that will later sponsor the gas meter through registration with state authorities. Utility companies choose the meters they would like to use. Utility companies perform in-house testing, calibration and maintenance, including testing required by states (often calibration and maintenance is outsourced to ANSI’s approved companies). Based on ICP’s research, there are currently over 1,200 LDCs. These LDCs own the gas meters and the distribution line directly connected to a residential customer. LDCs are categorized as investor owned, private or other municipally owned. Appendix A, B and C present lists of LDCs based on their ownership categorization and include the LDC’s geographical area, state and contact telephone numbers. These LDCs are potential customers for Gazdevice. Municipally-owned LDCs purchase gas meters via open tenders. For an example of a typical open tender by a municipally-owned LDC is provided as Appendix G – Request for Proposal to Supply 1,500 Residential Gas Meters to the City of Pensacola, FL. The certification process is usually driven by utility companies that are licensed to operate in a state. The flowchart below illustrates a typical certification process for a gas meter if the gas meter is purchased and installed by a utility company. Figure 1: Gas Meter Approval Process Confirmation the gas meter complies with ANSI B109 with independent ANSI accredited Lab Contact and preliminary negotiations with LDC Testing performed by LDC Application filed by LDC with state commissions Approval or denial of certification by state commissions 4 U.S. Residential Gas Meters Market Study For GAZDEVICE Feb, 2011 The recommended first step is to obtain a confirmation from an accredited laboratory in the United States that Gazdevice meters comply with ANSI B109-1 requirements. We have contacted several laboratories licensed by ANSI and requested a fee and time estimate. We have received a written estimate from Measurement Controls, Inc. with a written proposal to conduct testing and calibration of Gazdevice meters. Please see Appendix D for a copy of the proposal. After confirmation from an accredited laboratory is received, initial contacts with utility companies should be made to gather their interest in purchasing gas meters from Gazdevice. We recommend that Gazdevice establish a legal entity in the United States that would co-ordinate its sales activities in the US. Preliminary negotiations should result in a letter of intent or a similar document/arrangement. After a letter of intent is obtained, the utility company will submit applications to the state regulatory commissions for approval to use the gas meters manufactured by Gazdevice in a particular state. We have contacted several state regulatory commissions and their response was that they usually don’t review applications unless they come from a utility company. Gazdevice will have to provide 3-5 meters for each state to conduct testing by state commissions. Please see Appendix E for a sample request for approval by a utility company. Please see Appendix F for a letter of approval for a gas meter. The open market for gas meters is small and driven by retailers that sell to plumbers or to endconsumers for co-metering purposes. 2. Gas Meter Standards To provide some common base for rating the capacity of various manufacturers’ gas meters, the American National Standard Institute (ANSI) in 1980 developed the first set of regulations for gas meters. These standards were revised in 1987 and the final sets of revisions and confirmations were made in 1992. The current set of ANSI B109 regulations consist of the following sub-parts: ANSI B109 sub-parts ANSI B109-1 ANSI B109-2 ANSI B109-3 Descriptions Gas meters with capacity of under 500 ft3 Gas meters with capacity over 500 ft3 For rotary gas displacement meters For the purposes of this analysis we will concentrate on residential gas meters with capacity under 500ft3/hr (ANIS B109-1). Within ANSI B109-1, meters are divided up into several sub-classes: Gas Meter Class 50 175 250 400 Capacity (ft3 / hr) Minimum 50 (1.4m3) 175 (5.0m3) 250 (7.1m3) 400 (11.3m3) Maximum 174 (4.93m3) 249 (7.05m3) 399 (11.29m3) 499 (14.13m3) 5 U.S. Residential Gas Meters Market Study For GAZDEVICE Feb, 2011 In order to comply with ANSI B109-1, a meter shall meet certain physical requirements, have mandatory external features and be subjected to several tests. 2.1. Gas Meter Design and External Features Figure 2: External Features Required for ANSI B109-1 "C" 1.3mm "B" 90' ±2' "A" Section 2.2.2 "B" 90' "Plate" Section 2.3.2 Subject "D"" Mark “A” : To and including 6.0” (152.4mm) center to center = ± 1/32” (0.8mm) Over 6.0” (152.4mm) to and including 12.0” (304.8mm) center to center = ± 1/16” (1.6mm) Over 12.0” (304.8mm) to and including 18.0” (457.0mm) center to center = ± 3/32” (2.4mm). Mark “B”: The axis to the threads on the connections shall be perpendicular to the gasket face within 2 degrees. Mark “C”: The gasket surface of top-connected meters shall not permit a gap exceeding 0.050 inch (1.3mm) from a plate formed by a flat resting on both connections. Mark “D”: The manufacture badge shall contain identification information in a permanent plate. The following information shall be contained on the badge: a. Meter Class (see table above); b. Manufacturer’s name and trademark; c. Meter serial number; d. Year of manufacturing; e. Maximum allowable operating pressure (MAOP) rating; f. If the gas meter is a temperature compensating model, the badge shall be a durable red color and shall state that the meter is “temperature compensated”; g. Meter capacity at a 0.5-inch (125 Pa) water column pressure differential. Meter serial number shall be at least 0.25inch (6.3mm) high, shall be embossed on the badge and shall be visible an angle of 45 degree. In addition, a clear space shall be provided for the purchaser badge. (Please refer to the Appendix G for an actual sample of external requirements). 6 U.S. Residential Gas Meters Market Study For GAZDEVICE Feb, 2011 2.2. Gas Meter Sample Tests Internal parts and surfaces of the meter should be resistant to corrosion or chemical attack. The meter case and external components shall be protected by materials resistant to attack by the atmosphere, weather, sunlight and agents used to clean and repair the meter over the expected meter life. Meter exteriors shall be capable of meeting the following 2,000 hour test and there should be no sign of corrosion or electrolytic action, discoloration or deleterious reaction. 2.2.1. Accelerated Weather Test Direct Ultraviolet Radiation and Water • Light only 102min • Fresh water spray and light 8min 2.2.2. Salt Spray Test Samples shall be subject to 1,000-hour salt spray test. 2.2.3. Chemical Resistance Test The meter index window or cover shall demonstrate resistance to chemicals used in cleaning meters. The test is performed by placing a meter in the cleaning agent for 30min. The sample shall show no signs of discoloration or harmful effects on the window. 2.2.4. Meter Window Impact Test The index window shall withstand the impact of a 0.875ich (22mm) solid steel ball dropped from a height of 15inches (381mm). 2.2.5. Temperature and Thermal Shock Resistance Meter shall be capable of operating within ambient temperature and following gas temperature of 30F and 120F (-34.4 C and 49 C). The meter case shall not be structurally impaired by an exposure to 360F (182 C) for a period of one hour. The assembled meter shall withstand the following thermal shock test. The meter shall be heated in 140 F (60 C) water for one hour and then plunged into water at a temperature of 40 F (4.4 C). The assembled meter shall then be cooled to 20 F (-6.7 C) for one hour and then plunged into water at a temperature of 120 F (49 C). 3. Competitors in the US The residential gas meter markets in the United States and Canada are controlled by three major companies. The industry underwent significant consolidation. 1. Sensus - acquired Carolina Molding Inc and Equimenter Inc.; (www.sensus.com); 2. Elster - via its related companies, American Meter Company and Canadian Meter Co (www.elster.com) ; and 3. Itron Inc. - acquired Actaris Metering Systems in 2007. (www.itron.com) 7 U.S. Residential Gas Meters Market Study For GAZDEVICE Feb, 2011 The fourth manufacturer, Schlumberger is not considered to be a market leader, however Schlemburger’s products are certified and used by LDCs. The table below shows major manufacturers that are present in the United States and Canada and their based models marketed among utility companies as well as distributed directly. 3.1. Manufacturers and Models Presented in the US Market Manufacturer Models Sensus (Carolina Molding Inc., Equimenter, Inc.) R-175, R-200, R-250, R-275, S-275, R310, R-315, R-415 Itron Inc. (Actaris Metering Systems) Metris Model 250, Gallus 2000. Schlumberger Inc/ Spraque Elster American Meters American Meter Company) (Canadian Meter 175, 240, 250, 400 Co., AC-175, AT-210, AC-250, AM-250, AL425, AL-425, AC-630 Please refer to Additions 1, 2, 3 and 4 for more detailed information about some of these models, marketing samples used in the US by Sensus, Itron and Elster. 3.2. Retail Price for Selected Models We have contacted several distribution companies and requested price estimates for individual residential gas meters, as if a purchaser were a contractor. The table below sums up our findings. Model Retail Price Sensus R-250 $125.00 -137.00 Sensus R-275 Elster AC-250 (with Odometer Reading) Elster AC-250TC (with Odometer Reading) Elster AM-250 $130.00 - $145.00 $211.66 $237.55 $214.85 Information about prices charged to utility companies was not available. However, it is safe to estimate that wholesale discount may be up to 40-60 percent based on volume. We are not sure what is the cost base for Gazdevice products but the table above could help you decide if price ranges for the competitors’ products would leave room to compete. 8 U.S. Residential Gas Meters Market Study For GAZDEVICE 4. Feb, 2011 Import of Gas Meters into the United States Most likely, gas meters manufactured by Gazdevice would be classified under HTS4 Code 9028 Gas, liquid or electricity supply or production meters, including calibrating meters thereof; parts and accessories (HTS6 9028 10.). The Russian Federation has Normal Trade Relationships (NTR) status with the United States. The current rates of import duties for HTS6 9028 10 from NTR country is USD0.16/unit and 2.5% of declared price. Therefore, the import tariff will be calculated at follows: ((0.16USD)*[NUMBER OF UNITS]+(2.5%*DECLARED CUSTOMS VALUE)) = TOTAL IMPORT DUTY 5. Challenges of Entering U.S. Market The system of sales of gas meters in the United States has a “catch-22 problem” related to obtaining contracts and getting gas meters certified. ICP contacted regulators in several states in order to conduct mock interviews of the certification process and the response received was that unless gas utility companies sponsor a gas meter, state commissions will not waste time reviewing the application and conducting tests. On the other hand, in order to approach LDCs, Gazdevice or its representative should have ANSI B109-1 or B109-2 certifiable products. This problem can be solved by getting Gazdevice’s products approved by ANSI certified calibration and testing companies and then self-declaring by Gazdevice that its products are compliant with B109.1 or B109.2 requirements. In order to sell gas meters to LDCs and municipalities, it is critical to have legal presence in the United States. In addition to legal presence, municipalities may list other requirements in their invitations to bids. Please refer to Appendix G as an example of an invitation to bid. This is an actual invitation that we were able to obtain based on the representation agreement signed between ICP and Gazdevice. 6. Invitation to Bid, the City of Pensacola Appendix G presents an actual bid request that was received by ICP as a representative of Gazdevice. It demonstrates that it is possible for Gazdevice to enter the market with persistent approach. The City of Pensacola was interested in purchasing up to 1,500 gas meters over a 3 year time period (the first shipment of 500 meters) with minimum capacity of 250SCFH. Suppliers had to meet the following requirements and fulfill the following steps: 1. Post a bond of $1,000 by the certified check (this amount is returned after the bid); 2. The Offeror should be a U.S. company or would have legal presence in the United States. Offerors should have all required licenses and permits to operate in the United States and the State of Florida. It means that an Offeror should be registered in the U.S. and have a license permit to operate from the States of Florida. In addition, the Supplier should have the following insurance coverage: 9 U.S. Residential Gas Meters Market Study For GAZDEVICE Feb, 2011 a. Workers Liability Coverage of at least $500,000 (per person – accident, -disease); b. Commercial General, Automotive and Umbrella Coverage of $1,000,000. The insurance requirement is common for US companies and can be easily purchased by a US Legal Entity. 3. Bid could be proposed by an authorized representative. marketing materials should be available in English; All technical literature and 4. Offeror within a three-year period was not in default by any Federal or State agency and should not use sub-contractors that were in default; 5. Offeror should be able to supply an emergency shipment of 50 meters within two days; 6. Provide manufacturing warranty for 15 years; 7. Within 365 days from the effective day of the contact, develop and implement a program that certifies the quality and accuracy of future meter shipments; 8. Provide proof sheets of tests of all Meters; 9. Install or have installed the appropriate Sensus AMI/AMR transmitter unit. Appendix G Section B lists technical requirements for the Meters in more details. The Section C requires that the Meters would be compliant with ANSI standards. 7. Suggestions to Gazdevice for Entering US Market After carefully examining the U.S. market we suggest the following steps for Gazdevice to pitch into the US market. 7. 1. Establish Legal presence of Gazdevice in the United States We suggest Gazdevice to establish a limited liability company (LLC) in the United States, wholly owned by Gazdevice. Doing so will allow Gazdevice to manage negotiations with LDCs, as well as build a network of distributors among ANSI-licensed firms that service LDCs. We suggest creating a LLC or a Corporation wholly owned by Gazdevice in a state that has low state tax rate (for example Delaware, Washington or Oregon). The costs of that is under $1,000. After an LLC is created and a tax ID can be obtained from the Internal Revenue Services (IRS) and a bank account can be opened. After a legal entity is registered, operating licenses can be purchased from other states. The process is very simple and takes about $10 - $50 per state to obtain an annual license to operate in that state. 10 U.S. Residential Gas Meters Market Study For GAZDEVICE Feb, 2011 Gazdevice US would be an exclusive representative of Gazdevice RU registered in the United States to perform the following functions: 1. To establish a network of local distributors that have working relationships with LDCs and municipalities; 2. To participate in tenders organized by LDCs and municipalities either directly or assisting its distributors; 3. To provide US point or reference for legal and commercial information that may be requested by LDCs, municipalities or distributors. 7.2. To Obtain Pre-Certification of Gazdevice Products Gazdevice US will coordinate pre-certification of gas meters manufactured by Gazdevice with an ANSI-certified calibration company to check compliance of the gas meters with the requirements of ANSI B109-1 or B109-2. After confirmation that Gazdevice’s products would meet the requirements of B109-1 or B109-2, Gazdevice US would be able to start offering Gazdevice products to LDCs, participate in tenders (contingent to meeting other requirements established by local municipalities) and build a network of distributors among calibration and gas meter servicing companies certified by ANSI. In proposing products to LDCs we suggest to start with LDCs owned by municipalities, since they should have a more transparent procurement practice. 7.3. To Contact Municipalities and LDCs The biggest current market opportunity is conversion of old-type gas meters to “smart-meters”. This process requires retrofitting the existing hardware and could provide an opportunity to enter the market. As is evident from the actual request for bid by the City of Pensacola, FL, that market opportunity is real and timing is right to enter the market. After Gazdevice products are pre-certified, Gazdevice US would have to develop marketing materials similar to those developed by competitors and will contact LDCs and municipalities to gather interests from the products. As interest is generated, each contact will have to be negotiated separately. In addition to contacting LDCs, Gazdevice US should participating in organized bid requests for the supply of gas meters. 11