-----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, S8J4VdCnFoG1VG7vthLightqDsFMBi0q3sjjgQSwsTenUZgGU09r4QIEFyHzzmab t94s1l4zT4jJA2a3fdoBNg== 0001157523-06-003811.txt : 20060419 0001157523-06-003811.hdr.sgml : 20060419 20060419142550 ACCESSION NUMBER: 0001157523-06-003811 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060419 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060419 DATE AS OF CHANGE: 20060419 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: 06766847 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 a5127545.txt BADGER METER, INC. 8-K UNITED STATES 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) April 19, 2006 Badger Meter, Inc. (Exact name of Registrant as Specified in Charter) Wisconsin 1-6706 39-0143280 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4545 W. Brown Deer Rd., Milwaukee, Wisconsin 53223 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (414) 355-0400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: __ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) __ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) __ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) Item 2.02 Results of Operations and Financial Condition. - --------- --------------------------------------------- On April 19, 2006, the Company issued a press release announcing its quarterly financial results for the first quarter ended March 31, 2006. A copy of the press release issued by the Company announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. --------------------------------- (a) Financial Statements of Business Acquired. ----------------------------------------- Not applicable. (b) Pro Forma Financial Information. ------------------------------- Not applicable. (c) Shell Company Transactions. -------------------------- Not applicable. (d) Exhibits. -------- The exhibit listed in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K. -2- 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: April 19, 2006 By: /s/ Richard E. Johnson --------------------------------------------- Richard E. Johnson Senior Vice President - Finance and Treasurer Chief Financial Officer -3- Exhibit Index to Current Report on Form 8-K Dated April 19, 2006 Exhibit Number Description - ------- ----------- (99.1) Badger Meter, Inc. Press Release, dated April 19, 2006. -4- EX-99.1 2 a5127545ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Badger Meter Reports Record First Quarter; Sales, earnings and earnings per share reach new highs MILWAUKEE--(BUSINESS WIRE)--April 19, 2006--Badger Meter, Inc. (AMEX:BMI) today reported record sales, earnings and earnings per share for the first quarter ended March 31, 2006. First Quarter Highlights -- Net sales were a record $61,036,000 for the first quarter of 2006, a 12.1% increase from sales of $54,432,000 for the first quarter of 2005. -- Net earnings were a record $4,231,000 for the first quarter of 2006, a 19.0% increase from earnings of $3,556,000 for the same period in the prior year. -- Diluted earnings per share were a record $0.59, a 15.7% increase from earnings of $0.51 per diluted share for the first quarter of 2005. "This was another record-breaking quarter for Badger Meter. First quarter sales were not only the highest of any first quarter, but were also the highest of any quarter in our history. In addition, first quarter earnings per share equaled the previous all-time high set in the second quarter of last year," said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter. "The strong first quarter performance was driven by our utility product line, which recorded double-digit increases in sales of residential and commercial water meters and systems. Overall, our utility products are benefiting from the continued growth in automatic meter reading (AMR) systems. Within this market, Orion(R), our proprietary radio-frequency mobile AMR system, has become the star in the industry," said Meeusen. Meeusen said the performance of the company's industrial product lines was comparable to the first quarter of last year, excluding the results of the operation in Nancy, France, which were again disappointing. "We are continuing to explore our options for the future of the French business," he said. "Gross margin dollars continued to improve in the first quarter, reflecting the positive impact of the increased Orion sales and higher sales of commercial water meters. We attribute Orion's strong acceptance in the market to the fact that it was designed specifically for the water utility industry, in which AMR electronics are exposed to more rigorous environmental conditions than electric or gas units. Orion offers a number of other features that meet utility customer needs including tamper and leak detection, data profiling and a unique compatibility with a variety of AMR systems and networks, such as WiFi systems and power line and broadband carriers," said Meeusen. "Because of its attractive benefits, many customers are selecting Orion over AMR products produced by other manufacturers. While Badger Meter continues to market other manufacturers' products, we expect the current trend of increasing Orion sales and decreasing sales of other manufacturers' products to continue in future quarters. Since the increasing Orion sales are more than offsetting the decline in these sales and because the proprietary Orion products have a higher gross margin, we do not expect the reduction in these sales to have a negative impact on our financial results," said Meeusen. "We are pleased with the strong start to 2006. We believe the continuing growth of automatic meter reading, combined with our innovative product line and strong industry reputation, will continue to be a successful combination for Badger Meter in the years ahead," he added. About Badger Meter 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 news release, as well as other information provided from time to time by Badger Meter, Inc. (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. All such 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 toward more expensive, value-added automatic meter reading (AMR) systems; -- the success or failure of newer Company products, including the Orion(R) radio frequency mobile AMR system, the absolute digital encoder (ADE(TM)) and the Galaxy(R) fixed network AMR system; -- changes in competitive pricing and bids in both the domestic and foreign marketplaces, and particularly in continued intense price competition on government bid contracts for lower cost, local read meters; -- the actions (or lack thereof) of the Company's competitors; -- changes in the Company's relationships with its alliance partners, primarily its alliance partners that provide AMR connectivity solutions, and particularly those that sell products that do or may compete with the Company's products; -- changes in the general health of the United States and foreign economies, including housing starts in the United States and overall industrial activity; -- 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 and resin as a result of increases in petroleum and natural gas prices; -- the ability to improve operating results for foreign markets that have experienced historical losses; -- changes in foreign economic conditions, particularly currency fluctuations between the United States dollar and the euro; and -- 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. All of these factors are beyond the Company's control to varying degrees. 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 assumes no obligation, and disclaims any obligation, to update any 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 CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 2006 2005 ---- ---- Net sales $61,036,000 $54,432,000 Gross margin $21,112,000 $19,355,000 Earnings before income taxes $7,294,000 $6,028,000 Provision for income taxes $3,063,000 $2,472,000 Net earnings $4,231,000 $3,556,000 Earnings per share: Basic $0.62 $0.53 Diluted $0.59 $0.51 Shares used in computation of: Basic 6,845,164 6,701,667 Diluted 7,151,279 6,940,676 BADGER METER, INC. CONSOLIDATED CONDENSED BALANCE SHEETS Assets March 31, December 31, ------ 2006 2005 ---- ---- (unaudited) Cash $5,770,000 $4,403,000 Receivables 34,919,000 30,450,000 Inventories 32,936,000 31,970,000 Other current assets 6,567,000 5,741,000 ------------ ------------ Total current assets 80,192,000 72,564,000 Net property, plant and equipment 44,318,000 43,870,000 Prepaid pension 17,274,000 17,726,000 Other long-term assets 5,260,000 5,127,000 Goodwill 6,667,000 6,580,000 ------------ ------------ Total assets $153,711,000 $145,867,000 ============ ============ Liabilities and Shareholders' Equity ------------------------------------ Short-term debt and current portion long-term debt $15,668,000 $16,278,000 Payables 15,001,000 11,484,000 Accrued compensation and employee benefits 4,633,000 6,436,000 Other liabilities 6,569,000 5,388,000 ------------ ------------ Total current liabilities 41,871,000 39,586,000 Deferred income taxes 6,589,000 6,584,000 Long-term employee benefits and other 11,188,000 10,921,000 Long-term debt 15,675,000 15,360,000 Shareholders' equity 78,388,000 73,416,000 ------------ ------------ Total liabilities and shareholders' equity $153,711,000 $145,867,000 ============ ============ CONTACT: Badger Meter, Inc. Joan C. Zimmer, 414-371-5702 -----END PRIVACY-ENHANCED MESSAGE-----