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) October
17, 2011
Badger
Meter, Inc.
(Exact
name of Registrant as Specified in Charter)
Wisconsin |
1-6706 |
39-0143280 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number)
|
(IRS Employer 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 October 17, 2011, the Company issued a press release announcing its quarterly financial results for the 2011 third quarter and nine months ended September 30, 2011.
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 filed herewith is as listed in the accompanying Exhibit Index. |
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. |
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Date: | October 17, 2011 | By: |
/s/ Richard E. Johnson |
Richard E. Johnson |
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Senior Vice President – Finance and Treasurer |
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Chief Financial Officer |
Exhibit Index to Current Report on Form 8-K
Dated October 17, 2011
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated October 17, 2011. |
-4-
Exhibit 99.1
Badger Meter Reports Third Quarter Results
MILWAUKEE--(BUSINESS WIRE)--October 17, 2011--Badger Meter, Inc. (NYSE: BMI) today reported results for the third quarter ended September 30, 2011.
Third Quarter 2011 Highlights
First Nine Months 2011 Highlights
Operations Review
“Our third quarter sales were impacted by a continued slowdown in spending and new projects by a number of customers in the municipal water market. This trend began early in 2011 with a lengthening of the decision-making process in light of uncertainties about the economic environment and potential spending reductions. We’ve managed through lulls in the municipal water market in the past and we are optimistic that our products along with new innovations give us a competitive advantage and position us well in the coming year,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
Meeusen said the lower sales to the municipal water market were slightly offset by higher sales of specialty products. “We saw double-digit increases in sales of electromagnetic and industrial flowmeters, as well as Research Control® valves in the third quarter. Third quarter sales also included sales of Remag AG, which was acquired in January 2011. Sales of Badger® ORION® radio transmitters for natural gas meters were down from the prior year as the Duke Energy contract begins to taper off,” he said.
The gross profit margin was 32.7% for the third quarter of 2011, compared to 36.9% for the third quarter of 2010. “The reduction reflects reduced capacity utilization due to the lower volumes and higher copper prices compared to last year’s third quarter. As a result of these factors and certain one-time selling, general and administration expenses, operating earnings declined 40.3% for the quarter,” said Meeusen.
He noted that net earnings for the third quarter and nine months benefited from recognition of previously unrecognized tax benefits for certain tax deductions taken on prior tax returns. With the favorable completion of an IRS audit, these tax benefits were recognized in the third quarter. In addition, interest expense for the quarter is a credit balance because $0.1 million of interest expense was reversed for amounts previously accrued for these tax issues. On a per share basis, the tax benefits and interest credit had net after-tax impacts of approximately $0.10 per share for both the quarter and year to date.
“During the third quarter, we launched the new Badger® ORION® SE two-way advanced metering analytics system. ORION SE is a major new technology advancement that utilizes analytics-based software and next-generation two-way fixed network technology that combines meter reading with total system management for water or gas. We are optimistic that this new technology innovation will be a long-term success for Badger Meter,” said Meeusen.
“We are well positioned in the municipal water market and we believe the increases in sales of our specialty products are an indicator that the underlying economy is improving. We continue to invest in new product development and remain focused on controlling costs. Cash generated from operations nearly doubled for the first nine months of 2011 compared to 2010. We have a strong balance sheet, our debt-to-cash position is now positive and we increased our quarterly common stock dividend by 14.3% to $0.16 per share in August,” said Meeusen.
“The fundamentals of our business remain strong. The global focus on water conservation and the fact that less than 30% of U.S. water meters are equipped with meter reading technology provide opportunities for both organic growth and growth through acquisitions. We are also encouraged by the decline in copper prices during the third quarter. While still volatile, continued copper pricing at the current level could have a positive impact on our results for 2012,” he added.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2011 third quarter results on Tuesday, October 18, 2011 at 10:00 a.m. Central/11:00 a.m. Eastern time. Interested parties can listen to the call live on the Internet through the company’s Web site: www.badgermeter.com or by dialing 1-888-680-0879 and entering the passcode 82473389. Listeners should dial in to the call at least 5-10 minutes prior to the start of the call or should go to the Web site at least 15 minutes prior to the call to download and install any necessary audio software. Participants may pre-register for the call at https://www.theconferencingservice.com/prereg/key.process?key=PRAB3XJ97. Pre-registrants will be issued a pin number to use when dialing into the live call which will provide quick access to the conference by bypassing the operator upon connection. In addition, the Webcast is also available through Thomson’s investor portals. Individual investors can listen to the call at www.earnings.com, Thomson/CCBN’s individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson’s password-protected event management site, StreetEvents (www.streetevents.com).
A telephone replay of the conference call will be available through Tuesday, October 25 by dialing 1-888-286-8010 and entering the passcode 82252258. The Webcast will be archived on the company’s Web site until its next earnings release.
About Badger Meter
Badger Meter’s core competency is flow measurement solutions. The company is a leading manufacturer and marketer of products incorporating liquid flow measurement and control technologies developed both internally and with other technology companies. Badger Meter products are used in a wide variety of applications, including water, oil and chemicals.
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,” “could” 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:
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 STATEMENT OF OPERATIONS | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||
(in thousands, except earnings per share data) | ||||||||||||||||||
Three Months Ended |
Nine Months Ended |
|||||||||||||||||
September 30 | September 30 | September 30 | September 30 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||
Net sales | $ | 69,698 | $ | 75,702 | $ | 202,205 | $ | 211,791 | ||||||||||
Cost of sales |
46,918 |
47,748 |
131,768 |
133,605 |
||||||||||||||
Gross margin | 22,780 | 27,954 | 70,437 | 78,186 | ||||||||||||||
Sales, engineering and administration |
14,791 |
14,518 |
44,933 |
43,022 |
||||||||||||||
Operating earnings | 7,989 | 13,436 | 25,504 | 35,164 | ||||||||||||||
Interest expense (income) |
(87 |
) |
95 |
121 |
275 |
|||||||||||||
Earnings before income taxes | 8,076 | 13,341 | 25,383 | 34,889 | ||||||||||||||
Provision for income taxes |
1,196 |
4,318 |
7,409 |
12,485 |
||||||||||||||
Net earnings | $ |
6,880 |
$ | 9,023 | $ | 17,974 | $ | 22,404 | ||||||||||
Earnings per share amounts: | ||||||||||||||||||
Basic | $ | 0.46 | $ | 0.61 | $ | 1.20 | $ | 1.50 | ||||||||||
Diluted | $ | 0.46 | $ | 0.60 | $ | 1.19 | $ | 1.49 | ||||||||||
Shares used in computation of earnings per share: | ||||||||||||||||||
Basic | 14,989,366 | 14,910,497 | 14,959,202 | 14,897,901 | ||||||||||||||
Diluted | 15,058,475 | 15,006,565 | 15,043,541 | 14,999,186 |
BADGER METER, INC. | |||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | |||||||
(in thousands) | |||||||
Assets |
September 30 | December 31 | |||||
2011 | 2010 | ||||||
(Unaudited) | |||||||
Cash | $ | 5,787 | $ | 3,089 | |||
Receivables | 43,195 | 40,429 | |||||
Inventories | 47,785 | 48,316 | |||||
Other current assets | 6,409 | 5,503 | |||||
Total current assets | 103,176 | 97,337 | |||||
Net property, plant and equipment | 66,370 | 66,088 | |||||
Intangible assets, at cost less accumulated amortization | 34,323 | 34,170 | |||||
Other long-term assets | 7,445 | 9,107 | |||||
Goodwill | 9,162 | 9,162 | |||||
Total assets | $ | 220,476 | $ | 215,864 | |||
Liabilities and Shareholders’ Equity |
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Short-term debt | $ | 2,680 | $ | 12,878 | |||
Payables | 13,938 | 11,159 | |||||
Accrued compensation and employee benefits | 6,797 | 7,143 | |||||
Other liabilities | 2,502 | 1,499 | |||||
Total current liabilities | 25,917 | 32,679 | |||||
Long-term employee benefits and other | 11,817 | 14,802 | |||||
Shareholders’ equity | 182,742 | 168,383 | |||||
Total liabilities and shareholders’ equity | $ | 220,476 | $ | 215,864 |
CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702