-----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, Gek4vlyl5iEWcB80Uh6ae2f/jfU7VJ+hIIINcWUG7afFx1Ksyiwme62SP3T7KDIw S4b2xPvHdPxJzyv+jOylJQ== 0001157523-04-006471.txt : 20040719 0001157523-04-006471.hdr.sgml : 20040719 20040719172951 ACCESSION NUMBER: 0001157523-04-006471 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040716 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040719 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06706 FILM NUMBER: 04920614 BUSINESS ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223 BUSINESS PHONE: 4143715702 MAIL ADDRESS: STREET 1: 4545 W BROWN DEER RD CITY: MILWAUKEE STATE: WI ZIP: 53223 FORMER COMPANY: FORMER CONFORMED NAME: BADGER METER MANUFACTURING CO DATE OF NAME CHANGE: 19710729 8-K 1 a4683179.txt BADGER METER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ----------------------- Date of Report (Date of earliest event reported): July 16, 2004 Badger Meter, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Wisconsin 1-6706 39-0143280 - --------------- ---------------- ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 4545 West Brown Deer Road, Milwaukee, Wisconsin 53223 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) (414) 355-0400 ------------------------------- (Registrant's telephone number) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. The exhibit listed in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K. -2- ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. As required by Section 401(b) of the Sarbanes-Oxley Act, Badger Meter, Inc. is filing its quarterly earnings release for the second quarter 2004. -3- SIGNATURES 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 hereunto duly authorized. BADGER METER, INC. Date: July 19, 2004 By: -------------------------------------------------- Richard E. Johnson Senior Vice President - Finance and Treasurer Chief Financial Officer -4- BADGER METER, INC. Exhibit Index to Current Report on Form 8-K Dated July 16, 2004 Exhibit Number Description - -------- ------------ (99.1) Badger Meter, Inc. Press Release, dated July 16, 2004. -5- EX-99.1 2 a4683179ex-991.txt NEWS RELEASE Exhibit 99.1 Badger Meter Reports Record Second Quarter Sales and Earnings MILWAUKEE--(BUSINESS WIRE)--July 16, 2004--Badger Meter, Inc. (AMEX:BMI) today reported record sales and earnings for the second quarter ended June 30, 2004. Net sales for the second quarter of 2004 were $53,550,000, a 12.7% increase from sales of $47,516,000 for the second quarter of 2003. Net earnings increased 14.2% to $2,977,000 or $0.88 per diluted share for the second quarter of 2004 from earnings of $2,606,000 or $0.78 per diluted share for the same period in 2003. For the first six months of 2004, net sales were $103,152,000, an 18.4% increase from sales of $87,091,000 for the first half of 2003. Net earnings were $5,427,000 or $1.61 per diluted share for the first half of 2004, up 63.9% from earnings of $3,312,000 or $1.00 per diluted share for the first six months of the prior year. "We continued to build momentum in the second quarter. Double-digit increases in sales of both residential and commercial products for the water utility market, due to higher sales of automatic meter reading (AMR) systems, were the primary contributors to the increased second quarter sales. We are especially pleased with the continued strong sales of Orion(R), our new proprietary mobile radio frequency AMR system. Sales of our industrial products increased slightly in the second quarter," said Richard A. Meeusen, chairman, president and CEO of Badger Meter. "While our gross margin increased in dollars, it decreased as a percentage of sales due to pricing pressures and the higher cost of components, particularly non-ferrous metals. These higher costs were somewhat offset by ongoing expense controls," said Meeusen. He noted that results for the second quarter of 2003 included after-tax currency translation gains of $489,000, primarily related to the strength of the euro. Meeusen said the company has released Galaxy(TM), a new proprietary radio frequency fixed network AMR system. Galaxy uses high-powered radio frequency transmitters, combined with a network of signal repeaters and data collectors, to obtain meter readings and transmit them directly to the utility's computers, eliminating the need for utilities to physically collect meter readings. "Galaxy further expands our product offerings and enables us to meet the meter reading needs of a broader range of customers. We anticipate that several small installations of Galaxy will be underway by the end of the year," said Meeusen. "We continue to be optimistic about the long-term growth potential of Badger Meter. We made good progress in the first half of 2004 and anticipate that results for the second half will be consistent with prior years' trends," added Meeusen. Badger Meter is a leading marketer and manufacturer of flow measurement and control technology, developed both internally and with other companies, as well as the leader in providing digital connectivity to leading AMR technologies. Its products are used to measure and control the flow of liquids in a variety of applications. Certain statements contained in this document, 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 the forward looking statements. The words "anticipate," "believe," "estimate," "expect," "think," "should" and "objective" or similar expressions are intended to identify forward looking statements. The forward looking statements are based on the Company's then current views and assumptions and involve risks and uncertainties that include, among other things: -- the continued shift in the Company's business from lower cost, local-read meters towards more expensive, value-added automated meter reading (AMR) systems -- the success or failure of new Company products, including the Orion radio frequency mobile AMR system, the advanced digital encoder (ADE) and the proposed Galaxy fixed network AMR system -- changes in competitive pricing and bids in the marketplace, and particularly continued intense price competition on government bid contracts for lower cost, local read meters -- the actions (or lack thereof) of the Company's competitors -- the Company's relationships with its alliance partners, particularly its alliance partners that provide AMR connectivity solutions -- the general health of the United States economy, particularly including housing starts and the overall industrial activity -- changes in foreign economic conditions, including currency fluctuations such as the recent increase in the euro vis-a-vis the United States dollar -- changes in laws and regulations, particularly laws dealing with the use of lead (which can be used in the manufacture of certain meters incorporating brass housings) and Federal Communications Commission rules affecting the use and/or licensing of radio frequencies necessary for AMR products -- increases in the cost and/or availability of needed raw materials and parts, including recent increases in the cost of brass housings as a result of increases in the commodity prices for copper and zinc at the supplier level. Some or all of these factors are beyond the Company's control. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements and are cautioned not to place undue reliance on such forward looking statements. The forward looking statements made in this document are made only as of the date of this document and the Company undertakes no obligation to publicly update such forward looking statements to reflect subsequent events or circumstances. Badger Meter company news is available 24 hours a day, on-line at: http://www.badgermeter.com. BADGER METER, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Six Months Ended June 30, 2004 2003 ---- ---- Net sales $103,152,000 $87,091,000 Gross margin $33,607,000 $28,967,000 Earnings before income taxes $8,883,000 $5,349,000 Provision for income taxes $3,456,000 $2,037,000 Net earnings $5,427,000 $3,312,000 Earnings per share: Basic $1.65 $1.03 Diluted $1.61 $1.00 Shares used in computation of: Basic 3,281,635 3,207,961 Diluted 3,376,903 3,326,931 Three Months Ended June 30, 2004 2003 ---- ---- Net sales $53,550,000 $47,516,000 Gross margin $16,981,000 $16,024,000 Earnings before income taxes $4,840,000 $4,193,000 Provision for income taxes $1,863,000 $1,587,000 Net earnings $2,977,000 $2,606,000 Earnings per share: Basic $0.91 $0.81 Diluted $0.88 $0.78 Shares used in computation of: Basic 3,288,577 3,221,003 Diluted 3,397,956 3,338,373 BADGER METER, INC. CONSOLIDATED CONDENSED BALANCE SHEETS Assets June 30 December 31 ------ 2004 2003 ---- ---- (Unaudited) Cash $ 2,858,000 $ 2,089,000 Receivables 29,842,000 26,304,000 Inventories 30,898,000 29,654,000 Other current assets 5,517,000 4,951,000 ------------ ------------ Total current assets 69,115,000 62,998,000 Net property, plant and equipment 41,581,000 42,838,000 Prepaid pension 15,763,000 16,236,000 Other long-term assets 4,846,000 4,690,000 Goodwill 6,964,000 7,089,000 ------------ ------------ Total assets $138,269,000 $133,851,000 ============ ============ Liabilities and Shareholders' Equity ------------------------------------ Short-term debt and current portion long-term debt $ 13,952,000 $ 9,188,000 Payables 14,429,000 14,895,000 Accrued compensation and employee benefits 5,864,000 6,619,000 Warranty and other liabilities 7,047,000 6,350,000 ------------ ------------ Total current liabilities 41,292,000 37,052,000 Deferred income taxes 5,728,000 5,699,000 Long-term employee benefits 10,933,000 11,479,000 Long-term debt 20,947,000 24,450,000 Shareholders' equity 59,369,000 55,171,000 ------------ ------------ Total liabilities and shareholders' equity $138,269,000 $133,851,000 ============ ============ CONTACT: Badger Meter, Inc. Joan C. Zimmer, 414-371-5702 -----END PRIVACY-ENHANCED MESSAGE-----