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
18, 2012
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 April 18, 2012, the Company issued a press release announcing its quarterly financial results for the 2012 first quarter ended March 31, 2012.
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. |
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Not applicable. |
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(b) |
Pro Forma Financial Information. |
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Not applicable. |
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(c) |
Shell Company Transactions. |
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Not applicable. |
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(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: | April 18, 2012 | 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 April 18, 2012
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated April 18, 2012. |
-4-
Exhibit 99.1
Badger Meter Reports Increased First Quarter Sales and Earnings
MILWAUKEE--(BUSINESS WIRE)--April 18, 2012--Badger Meter, Inc. (NYSE: BMI) today reported increased sales and earnings for the first quarter ended March 31, 2012.
First Quarter 2012 Highlights
Operations Review
“We are pleased with our strong first quarter performance. As we anticipated, utilities in the municipal water market returned to more normal buying patterns during the quarter. We are seeing more stability in the market than we did last year, which was negatively impacted by a slowdown in purchasing by municipalities due to uncertainties about the economy and potential budget reductions,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
Meeusen said the first quarter sales increase was led by higher sales of Badger Meter’s ORION® family of metering technology systems for the municipal water market and the addition of Racine Federated, Inc. on January 31, which contributed to higher sales of industrial flow products. The sales increases were slightly offset by reduced sales of specialty products due primarily to fewer sales of the ORION® metering system for natural gas utilities to one particular customer in the first quarter of 2012 than in last year’s first quarter.
The gross profit margin was 37.9% for the first quarter of 2012, compared to 35.6% for the first quarter of 2011 and 31.9% for the fourth quarter of 2011. “The improvement was due to the higher sales volumes and the addition of Racine Federated, whose products typically have higher margins overall,” said Meeusen. He noted that the increased selling, engineering and administration expenses in the first quarter also reflected the addition of Racine Federated.
“The integration of Racine Federated is going very well. The company is an excellent fit for Badger Meter, enabling us to offer a broader portfolio of flow technologies and products to customers of both companies. The acquisition significantly expands our presence in the industrial flow market and we look forward to continuing to grow this business,” said Meeusen.
“The $30 million stock repurchase program recently authorized by our Board of Directors commenced in the first quarter but did not have a significant impact on earnings per share. We repurchased 520,000 shares of common stock for approximately $17 million during the first quarter,” said Meeusen. “After the share repurchases and the Racine Federated acquisition, our debt-to-total capitalization ratio is 28%. We are financially strong, positioned for growth and expect continued positive cash flow.”
“The year is off to a solid start. While the economy continues to be a concern and we have a difficult comparison against last year’s record second quarter, we remain optimistic about 2012,” added Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2012 first quarter results on Thursday, April 19, 2012, at 10:00 AM Central/11:00 AM 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 1-888-680-0890 and entering the passcode 11622193. 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 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=PJU9499KK. 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 Thursday, April 26, by dialing 1-888-286-8010 and entering the passcode 86586817. The Webcast will be archived on the company’s Web site until its next earnings release.
About Badger Meter
The core competency of Badger Meter is flow measurement solutions. The company is a leading innovator, manufacturer and marketer of flow measurement and control products, serving water and gas utilities, municipalities and industrial customers worldwide. Measuring a variety of liquids from water to oil and lubricants in industrial processes, the company’s products are known for their high degree of accuracy, long-lasting durability and their ability to provide valuable and timely measurement information to customers.
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. Some risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements include those described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 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 contained in this Quarterly Report on Form 10-Q 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) | ||||
(in thousands, except earnings per share data) | ||||
Three Months Ended March 31, | ||||
2012 | 2011 | |||
Net sales | $76,233 | $57,359 | ||
Cost of sales | 47,369 | 36,922 | ||
Gross margin | 28,864 | 20,437 | ||
Selling, engineering and administration | 18,676 | 15,199 | ||
Operating earnings | 10,188 | 5,238 | ||
Interest expense | 205 | 112 | ||
Earnings before income taxes | 9,983 | 5,126 | ||
Provision for income taxes | 3,734 | 1,866 | ||
Net earnings | $6,249 | $3,260 | ||
Earnings per share: | ||||
Basic | $0.42 | $0.22 | ||
Diluted | $0.42 | $0.22 | ||
Shares used in computation of earnings per share: | ||||
Basic | 14,831,780 | 14,938,758 | ||
Diluted | 14,897,018 | 15,058,232 |
BADGER METER, INC. | ||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||
(in thousands) | ||||||
March 31, | December 31, | |||||
2012 | 2011 | |||||
Assets |
(unaudited) | |||||
Cash | $ | 6,661 | $ | 4,975 | ||
Receivables | 51,053 | 41,168 | ||||
Inventories | 57,916 | 49,436 | ||||
Other current assets | 7,775 | 5,616 | ||||
Total current assets | 123,405 | 101,195 | ||||
Net property, plant and equipment | 70,009 | 66,102 | ||||
Intangible assets, at cost less accumulated amortization | 62,825 | 33,680 | ||||
Other long-term assets | 6,087 | 8,568 | ||||
Goodwill | 34,612 | 9,365 | ||||
Total assets | $ | 296,938 | $ | 218,910 | ||
Liabilities and Shareholders’ Equity |
||||||
Short-term debt and current portion of long-term debt | $ | 63,989 | $ | 1,790 | ||
Payables | 18,166 | 11,365 | ||||
Accrued compensation and employee benefits | 8,047 | 6,734 | ||||
Other liabilities | 5,871 | 2,524 | ||||
Total current liabilities | 96,073 | 22,413 | ||||
Deferred income taxes | 10,447 | 0 | ||||
Long-term employee benefits and other | 22,643 | 17,216 | ||||
Shareholders’ equity | 167,775 | 179,281 | ||||
Total liabilities and shareholders’ equity | $ | 296,938 | $ | 218,910 |
CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702