-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A37jhxMLKPZ7ukGLSytSqmGP/YEXdq2N+sYYOhNQlVaUI4/JHh6LdnixZLebs915 +wvOscmKczb+rvDYF+0xaQ== 0000950124-95-003572.txt : 19951107 0000950124-95-003572.hdr.sgml : 19951107 ACCESSION NUMBER: 0000950124-95-003572 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951106 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BADGER METER INC CENTRAL INDEX KEY: 0000009092 STANDARD INDUSTRIAL CLASSIFICATION: TOTALIZING FLUID METERS & COUNTING DEVICES [3824] IRS NUMBER: 390143280 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06706 FILM NUMBER: 95587596 BUSINESS ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD STREET 2: C/O CORPORATE SECRETARY CITY: MILWAUKEE STATE: WI ZIP: 53223-0099 BUSINESS PHONE: 4143550400 FORMER COMPANY: FORMER CONFORMED NAME: BADGER METER MANUFACTURING CO DATE OF NAME CHANGE: 19710729 10-Q 1 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 OR [ ] 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 1-6706 BADGER METER, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-0143280 --------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4545 West Brown Deer Road, Milwaukee, Wisconsin 53223 - ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (414) 355-0400 -------------- None ---- (Former name, former address and former fiscal year, if changed since last report.) 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 X No _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 31, 1995 - --------------------------- ------------------------------- Common Stock, $1.00 par value 1,193,607 Class B Common Stock, $.10 par value 562,785 2 BADGER METER, INC. INDEX
Page No. -------- Part I. Financial Information: Item 1 Financial Statements: Consolidated Condensed Balance Sheets - - September 30, 1995 and December 31, 1994 3 Consolidated Condensed Statements of Operations - - Three and Nine Months Ended September 30, 1995 and 1994 4 Consolidated Condensed Statements of Cash Flows - - Nine Months Ended September 30, 1995 and 1994 5 Notes to Consolidated Condensed Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. Other Information Item 6(a) Exhibits 7 Item 6(b) Reports on Form 8-K 7 Exhibit Index 9
-2- 3 Part I - Financial Information BADGER METER, INC. Item 1 Financial Statements CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands)
September 30, December 31, 1995 1994 ---- ---- Assets (Unaudited) ------ ----------- Current assets: Cash $ 222 $ 365 Receivables 16,191 14,432 Inventories: Finished goods 3,696 3,101 Work in process 9,334 9,495 Raw materials 5,150 5,871 ---------- ----------- Total inventories 18,180 18,467 Prepaid expenses 604 735 ---------- ----------- Total current assets 35,197 33,999 Property, plant and equipment 54,214 52,939 Less accumulated depreciation (37,421) (36,322) ----------- ------------ 16,793 16,617 Intangible assets 1,368 1,632 Pension asset 5,782 5,307 Deferred income taxes 1,559 1,327 Deferred charges and other assets 2,939 3,111 ---------- ----------- Total assets $ 63,638 $ 61,993 ========== =========== Liabilities and Shareholders' Equity ------------------------------------ Current liabilities: Short-term debt $ 9,255 $ 10,437 Payables 5,031 4,617 Accrued liabilities 4,191 4,209 Income taxes 398 168 ---------- ----------- Total current liabilities 18,875 19,431 Accrued non-pension postretirement benefits 8,229 8,334 Accrued employee benefits 4,032 3,678 Long-term debt 1,000 1,200 Shareholders' equity: Common Stock 1,550 1,547 Less: Treasury stock (358) (358) ---------- ----------- 1,192 1,189 Class B Common Stock 56 56 Capital in excess of par value 7,771 7,708 Reinvested earnings 23,997 22,164 Less: Employee benefit stock (1,126) (1,379) Pension liability adjustment (388) (388) ---------- ----------- Total shareholders' equity 31,502 29,350 ---------- ----------- Total liabilities and shareholders' equity $ 63,638 $ 61,993 ========== ===========
See accompanying notes to consolidated condensed financial statements. -3- 4 BADGER METER, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Dollars in Thousands Except Per Share Amounts) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 1995 1994 1995 1994 ---- ---- ---- ---- Net sales $ 25,856 $ 25,870 $ 82,363 $ 72,659 Operating costs and expenses: Cost of sales 16,362 16,495 53,141 45,667 Marketing and administrative 6,091 6,214 18,913 18,029 Research and engineering 1,678 1,556 4,851 4,548 -------- -------- -------- -------- 24,131 24,265 76,905 68,244 -------- -------- -------- -------- Operating earnings 1,725 1,605 5,458 4,415 Interest expense 225 209 711 631 Other deductions 17 8 245 10 -------- -------- -------- -------- Earnings before income taxes 1,483 1,388 4,502 3,774 Provision for income taxes 568 495 1,679 1,378 -------- -------- -------- -------- Net earnings $ 915 $ 893 $ 2,823 $ 2,396 ======== ======== ======== ======== Per share amounts: Net earnings $ .52 $ .51 $ 1.61 $ 1.39 ======== ======== ======== ======== Dividends declared - Common Stock $ .20000 $ .18150 $ .58150 $ .52800 ======== ======== ======== ======= Dividends declared - Class B Common Stock $ .18200 $ .16500 $ .52900 $ .48000 ======== ======== ======== ======== Weighted average shares outstanding 1,754,925 1,742,969 1,753,503 1,724,167 ========= ========= ========= =========
See accompanying notes to consolidated condensed financial statements. -4- 5 BADGER METER, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (Dollars in Thousands) (Unaudited)
Nine Months Ended September 30, ------------- 1995 1994 ---- ---- Operating activities: Net earnings $ 2,823 $ 2,396 Adjustments to reconcile net earnings to net cash provided by (used for) operations: Depreciation 2,714 2,608 Amortization 593 609 Noncurrent employee benefits (172) (214) Deferred income taxes (232) (114) Other 111 52 Changes in: Receivables (1,759) (3,696) Inventory 287 (235) Current liabilities 626 2,131 Prepaid expenses 131 (22) ---------- ----------- Total adjustments 2,299 1,119 ---------- ----------- Net cash provided by operations 5,122 3,515 ---------- ----------- Investing activities: Property, plant and equipment (3,001) (2,493) Other - net (158) (264) ---------- ----------- Net cash used for investing activities (3,159) (2,757) ---------- ----------- Financing activities: Bank borrowings (repayments) (1,182) (840) Dividends (990) (886) Exercised stock options 66 254 ---------- ----------- Net cash provided by (used for) financing activities (2,106) (1,472) ---------- ----------- Increase (decrease) in cash (143) (714) Beginning of year 365 874 ---------- ----------- End of period $ 222 $ 160 ========== ============ Supplemental disclosures of cash flow information: Cash paid (refunded) during the period for: Income taxes $ 1,481 $ 1,880 ========== ============ Interest $ 694 $ 683 ========== ============
See accompanying notes to consolidated condensed financial statements. -5- 6 BADGER METER, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated condensed financial position at September 30, 1995 and the results of operations for the three and nine-month periods ended September 30, 1995 and 1994 and the cash flows for the nine-month periods ended September 30, 1995 and 1994. The results of operations for the nine-month period ended September 30, 1995, are not necessarily indicative of the results to be expected for the full year. The consolidated condensed balance sheet at December 31, 1994 was derived from amounts included in the Annual Report to Shareholders which was incorporated by reference in the Company's annual report on Form 10-K for the year ended December 31, 1994. -6- 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition A third quarter reduction in inventory of $1,417,000 and receivables of $472,000 enabled the company to reduce short-term borrowings by $1,702,000 in the third quarter of 1995. Short-term debt of $9,255,000 at September 30, 1995, compares to short-term debt of $11,742,000 at September 30, 1994. The continuing high level of shipments of inventory and asset management account for this improvement. Capital improvements are approximately $400,000 ahead of 1994 levels. At September 30, 1995, the company had approximately $27,100,000 of credit lines with domestic and foreign banks of which $9,255,000 was in use. The company believes that the present lines of credit are adequate to meet operating requirements. Results of Operations Sales of $25,856,000 for the third quarter of 1995 were down slightly from sales of $25,870,000 for the same period in 1994. Earnings of $915,000 ($.52 per share) reflected a 2.5% increase over earnings of $893,000 ($.51 per share) in the third quarter of 1995. Year-to-date sales of $82,363,000 are 13.4% ahead of 1994 sales of $72,659,000. Net earnings of $2,823,000 or $1.61 per share are up 17.8% from prior year earnings of $2,396,000 or $1.39 per share. Markets for both the Utility and Industrial Divisions softened in the third quarter. Year-to-date Utility Division sales are 20.5% ahead of 1994 on an increase in unit volume. Domestic sales for the Utility Division remain strong while there has been a slowdown in units shipped on the Mexico City project. Dollar sales for the Industrial Division remain slightly ahead of 1994 levels despite a unit volume decline due to customer delayed purchases. The gross profit margin for 1995 of 35.5% is down from 37.2% at this time in 1994. The year-to-date margin has shown a 0.6% improvement since June 1995. Product mix, with greater volumes of lower margin Utility Division products, has caused the margin to decline from the 1994 level. Interest expense has increased 12.8% primarily due to higher interest rates. Most of the aforementioned debt reduction occurred in September of 1995. The effective tax rate of 37.3% in 1995 compares to the 1994 annual rate of 35.4%. A reduction in estimated tax benefits from foreign sales is the primary reason for the increased rate. Part II - Other Information Item 6 Exhibits and Reports on Form 8-K (a) Exhibits: (11.0) Computation of fully diluted earnings per share (27.0) Financial Data Schedule (b) Reports on Form 8-K: There were no reports on Form 8-K filed for the three months ended September 30, 1995. -7- 8 SIGNATURE 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: November 6, 1995 By /S/ Deirdre C. Elliott ---------------- ------------------------ Deirdre C. Elliott Vice President - Corporate Counsel and Secretary By /S/ W. J. Shinners --------------------------- W. J. Shinners Vice President - Controller -8- 9 EXHIBIT INDEX
Page Number (11.0) Computation of fully diluted earnings per share 10 (27.0) Financial Data Schedule
EX-11 2 COMPUTATION OF EARNINGS 1 Exhibit 11 BADGER METER, INC. COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE (Dollars in thousands except per share amounts)
Three Months Ended Nine Months Ended ------------------ ----------------- September 30, September 30, ------------- ------------- 1995 1994 1995 1994 ---- ---- ---- ---- PRIMARY - ------- Shares - ------ Average shares outstanding 1,754,925 1,742,969 1,753,503 1,724,167 Shares issuable upon exercise of stock options 43,455 41,341 36,116 29,256 --------- --------- --------- --------- Total 1,798,380 1,784,310 1,789,619 1,753,423 ========= ========= ========= ========= Earnings - -------- Net earnings applicable to adjusted common shares $915 $893 $2,823 $2,396 ==== ==== ====== ====== Per share amounts - ----------------- Net earnings per share $.51 $.50 $1.58 $1.37 ==== ==== ===== ===== FULLY DILUTED - ------------- Shares - ------ Average shares outstanding 1,754,925 1,742,969 1,753,503 1,724,167 Shares issuable upon exercise of stock options 46,642 43,698 46,642 43,698 --------- --------- --------- --------- Total 1,801,567 1,786,667 1,800,145 1,767,865 ========= ========= ========= ========= Earnings - -------- Earnings applicable to adjusted common shares $915 $893 $2,823 $2,396 ==== ==== ====== ====== Per share amounts - ----------------- Net earnings per share $.51 $.50 $1.57 $1.36 ==== ==== ===== ===== Percentage dilution (1) 2.5% 2.4% 2.6% 2.5% ==== ==== ==== ====
(1) In 1995 and 1994 earnings per share for financial statement purposes does not include common stock equivalents since dilution is less than 3%. EX-27 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the consolidated condensed balance sheet and statement of operations of the September 30, 1995 quarterly report form 10-Q and is qualified in its entirety by reference to such quarterly report form 10-Q. 1,000 9-MOS DEC-31-1995 SEP-30-1995 222 0 16,191 0 18,180 35,197 54,214 (37,421) 63,638 18,187 0 1,248 0 0 30,254 63,638 82,363 82,363 53,141 76,905 245 0 711 4,502 1,679 2,823 0 0 0 2,823 1.61 1.61
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