-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UlCvajAPZ9r20AKKF5Q1R/nisRv9KfbstrXKoyBPj1exSi4iXyTbcIQJFnroh5G0 zQ0kOaUUoYjUrYlNYsBK6A== 0000950124-95-001374.txt : 19950605 0000950124-95-001374.hdr.sgml : 19950605 ACCESSION NUMBER: 0000950124-95-001374 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950508 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BADGER METER INC CENTRAL INDEX KEY: 0000009092 STANDARD INDUSTRIAL CLASSIFICATION: 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: 95535255 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 FORM 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 March 31, 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 April 28, 1995 - - --------------------------- ----------------------------- Common Stock, $1.00 par value 1,190,407 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 - - March 31, 1995 and December 31, 1994 3 Consolidated Condensed Statements of Operations - - Three Months Ended March 31, 1995 and 1994 4 Consolidated Condensed Statements of Cash Flows - - Three Months Ended March 31, 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 8 Item 6(b) Reports on Form 8-K 8 Exhibit Index 10
-2- 3 Part I - Financial Information BADGER METER, INC. Item 1 Financial Statements CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands)
March 31, December 31, 1995 1994 -------- ----------- Assets (Unaudited) ---------- Current assets: Cash $ 297 $ 365 Receivables 17,309 14,432 Inventories: Finished goods 2,623 3,101 Work in process 11,081 9,495 Raw materials 5,452 5,871 ----------- ------------ Total inventories 19,156 18,467 Prepaid expenses 760 735 ----------- ------------ Total current assets 37,522 33,999 Property, plant and equipment 53,857 52,939 Less accumulated depreciation (37,235) (36,322) ----------- ------------ 16,622 16,617 Intangible assets 1,544 1,632 Pension asset 5,465 5,307 Deferred income taxes 1,345 1,327 Deferred charges and other assets 3,101 3,111 ----------- ------------ Total assets $ 65,599 $ 61,993 ========== ============ Liabilities and Shareholders' Equity Current liabilities: Short-term debt $ 12,488 $ 10,437 Payables 5,592 4,617 Accrued liabilities 3,589 4,209 Income taxes 638 168 ----------- ------------ Total current liabilities 22,307 19,431 Accrued non-pension postretirement benefits 8,334 8,334 Accrued employee benefits 3,836 3,678 Long-term debt 1,000 1,200 Shareholders' equity: Common Stock 1,547 1,547 Less: Treasury stock (358) (358) ----------- ------------ 1,189 1,189 Class B Common Stock 56 56 Capital in excess of par value 7,713 7,708 Reinvested earnings 22,713 22,164 Less: Employee benefit stock (1,161) (1,379) Pension liability adjustment (388) (388) ----------- ------------ Total shareholders' equity 30,122 29,350 ----------- ------------ Total liabilities and shareholders' equity $ 65,599 $ 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 March 31, --------- 1995 1994 ---- ---- Net sales $ 27,928 $ 20,942 Operating costs and expenses: Cost of sales 18,191 12,858 Marketing and administrative 6,415 5,536 Research and engineering 1,584 1,436 ----------- ------------ 26,190 19,830 ----------- ------------ Operating earnings 1,738 1,112 Interest expense 249 192 Other deductions 106 22 ----------- ------------ Earnings before income taxes 1,383 898 Provision for income taxes 526 318 ----------- ------------ Net earnings $ 857 $ 580 =========== ============ Per share amounts: Net earnings $ .49 $ .34 =========== ============ Dividends declared - Common Stock $ .1815 $ .165 =========== ============ Dividends declared - Class B Common Stock $ .165 $ .15 =========== ============ Weighted average shares outstanding 1,751,492 1,703,656 =========== ============
See accompanying notes to consolidated condensed financial statements. -4- 5 BADGER METER, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (Dollars in Thousands) (Unaudited)
Three Months Ended March 31, --------- 1995 1994 ---- ---- Operating activities: Net earnings $ 857 $ 580 Adjustments to reconcile net earnings to net cash provided by (used for) operations: Depreciation 913 878 Amortization 192 208 Noncurrent employee benefits 17 (189) Deferred income taxes (18) (26) Other 10 4 Changes in: Receivables (2,877) (1,271) Inventory (689) (1,043) Current liabilities 831 412 Prepaid expenses (25) (67) ---------- ------------ Total adjustments (1646) (1,094) ---------- ------------ Net cash provided by (used for) operations (789) (514) ---------- ------------ Investing activities: Property, plant and equipment (927) (1,035) Other - net (100) (184) ---------- ------------ Net cash used for investing activities (1,027) (1,219) ---------- ------------ Financing activities: Bank borrowings 2,051 1,206 Dividends (308) (273) Exercised stock options 5 47 ---------- ------------ Net cash provided by financing activities 1,748 980 ---------- ------------ Increase (decrease) in cash (68) (753) Beginning of year 365 874 ---------- ------------ End of period $ 297 $ 121 ========== ============ Supplemental disclosures of cash flow information: Cash paid (refunded) during the period for: Income taxes $ (114) $ 171 ========== ============ Interest $ 266 $ 234 ========== ============
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 March 31, 1995 and the results of operations for the three-month periods ended March 31, 1995 and 1994 and the cash flows for the three-month periods ended March 31, 1995 and 1994. The results of operations for the three-month period ended March 31, 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 Record sales in the first quarter of 1995 resulted in an increase of $2,877,000 in receivables from December 31, 1994. At the same time inventories increased $689,000, primarily to support the sales growth. This use of working capital was funded by short-term borrowings which rose $2,051,000 since the first of the year. Earnings and an increase in payables provided the balance of working capital. As of March 31, 1995, the company had approximately $29,500,000 of credit lines with domestic and foreign banks of which $12,488,000 was in use. This compares to $13,788,000 in use at March 31, 1994. The company believes that the present lines of credit are adequate to meet operating requirements. Results of Operations Net sales for the first quarter of 1995 of $27,928,000 reflect a 33.4% increase over sales of $20,942,000 for the same period in 1994. Both the Utility and Industrial Divisions experienced increases. The order backlog at March 31, 1995 is $6,600,000 above the year ago value and is up $2,700,000 over the December 31, 1994 level. Earnings for the quarter of $857,000 or $.49 per share have increased 47.8% over 1994 earnings of $580,000 or $.34 per share. The primary reason for the sales increase was a 41.1% improvement in unit volume primarily in the Utility Division. Sales in the first quarter of 1995 included a portion of a meter contract for Mexico City in the amount of $1,800,000. Sales for the Industrial Division were helped by strong sales of valves and lubrication meters. The gross profit margin declined from 38.6% in 1994 to 34.9% in 1995. This change reflects the significant increase in Utility sales that have a lower margin than Industrial sales and increased volumes of automated meter reading systems that have a lower margin than the company's overall margin. The increase in marketing and administration is primarily in the area of incentives and commissions that vary relative to sales volume. Research and engineering expenses were low in the first quarter of 1994. The 1995 value is more in line with expected expenses. The effective tax rate for the first quarter of 1995 was 38.0% compared to 35.4% for the year in 1994. The impact of reduced tax credits and the increase in certain non-deductible expenses along with improved earnings are resulting in a higher tax rate. -7- 8 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 March 31, 1995. -8- 9 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: May 8, 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 -9- 10 EXHIBIT INDEX
Page Number (11.0) Computation of fully diluted earnings per share 11 (27.0) Financial Data Schedule
-10- EX-11 2 COMPUTATION OF EARNINGS PER SHARE 1 Exhibit 11 BADGER METER, INC. COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE (Dollars in thousands except per share amounts)
Three Months ended March 31, ---------------------------- 1995 1994 ---- ---- PRIMARY - - ------- Shares - - ------ Average shares outstanding 1,751,492 1,703,656 Shares issuable upon exercise of stock options 28,264 41,677 ---------- ----------- Total 1,779,756 1,745,333 ========== =========== Earnings - - -------- Net earnings applicable to adjusted common shares $ 857 $ 580 ========== =========== Per share amounts - - ----------------- Net earnings per share $ .48 $ .33 ========== =========== FULLY DILUTED - - ------------- Shares - - ------ Average shares outstanding 1,751,492 1,703,656 Shares issuable upon exercise of stock options 31,905 41,677 ---------- ----------- Total 1,783,397 1,745,333 ========== =========== Earnings - - -------- Earnings applicable to adjusted common shares $ 857 $ 580 ========== =========== Per share amounts - - ----------------- Net earnings per share $ .48 $ .33 ========== =========== Percentage dilution (1) 1.8% 2.4%
(1) In 1995 and 1994 earnings per share for financial statement purposes does not include common stock equivalents since dilution is less than 3%. -11- 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 MARCH 31, 1995 QUARTERLY REPORT FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT FORM 10-Q. 1,000 3-MOS DEC-31-1995 MAR-31-1995 297 0 17,309 0 19,156 37,522 53,857 (37,235) 65,599 22,307 0 1,245 0 0 28,877 65,599 27,928 27,928 18,191 26,190 106 0 249 1,383 526 857 0 0 0 857 .49 .49
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