8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 16, 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 October 16, 2012, the Company issued a press release announcing its quarterly financial results for the 2012 third quarter and nine months ended September 30, 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.

                      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.

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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:	October 16, 2012	By:	/s/ Richard E. Johnson
			Richard E. Johnson
			Senior Vice President – Finance and Treasurer
			Chief Financial Officer

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Exhibit Index to Current Report on Form 8-K
Dated October 16, 2012

Exhibit Number	Description
(99.1)	Badger Meter, Inc. Press Release, dated October 16, 2012.

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EX-99.1

Exhibit 99.1

Badger Meter Reports Increased Third Quarter Sales, Net Earnings and Earnings Per Share

MILWAUKEE--(BUSINESS WIRE)--October 16, 2012--Badger Meter, Inc. (NYSE: BMI) today reported increased sales, earnings and earnings per share for the third quarter ended September 30, 2012.

Third Quarter 2012 Highlights

• Net sales were $87,130,000 for the third quarter of 2012, a 25.0% increase from sales of $69,698,000 for the third quarter of 2011.
• Net earnings were $8,857,000 for the third quarter of 2012, a 28.7% increase from net earnings of $6,880,000 for the third quarter of 2011.
• Diluted earnings per share were $0.62 for the third quarter of 2012, a 34.8% increase from diluted earnings per share of $0.46 for the third quarter of 2011.

First Nine Months 2012 Highlights

• Net sales were $245,337,000 for the first three quarters of 2012, a 21.3% increase from sales of $202,205,000 for the same period in 2011.
• Net earnings were $22,548,000 for the first three quarters of 2012, a 25.4% increase from net earnings of $17,974,000 for the first nine months of 2011.
• Diluted earnings per share were $1.56 for the first nine months of 2012, a 31.1% increase from diluted earnings per share of $1.19 for the same period in 2011.

Operations Review

“This was a strong quarter for Badger Meter, with all three of our product categories contributing to the improvement. The 25% increase in sales, combined with significantly improved profit margins and ongoing cost controls, generated a 77% increase in operating earnings, compared to last year’s weak third quarter,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.

Meeusen said the increase in third quarter sales reflected the addition of Racine Federated, Inc. in January, along with higher sales of the company’s municipal water products. He noted that net earnings for the third quarter of 2011 benefited from recognition of previously unrecognized tax benefits for certain tax deductions taken on prior tax returns amounting to approximately $0.10 per share after tax.

The gross profit margin was 39.4% for the third quarter of 2012, compared to 32.7% in the third quarter of 2011. “The improvement reflected greater manufacturing utilization resulting from the increased sales, the higher margins on the Racine Federated products, and lower copper prices than in last year’s third quarter,” Meeusen said. He noted that the increased selling, engineering and administration expenses in the third quarter were primarily due to the Racine Federated acquisition.

“Several new products continue to gain traction in the market, including the ORION® SE advanced metering analytics system and the E-Series® ultrasonic meter. Sales of these products are in smaller quantities as customers test the new technologies. The adoption process in the municipal water market is typically longer than in many other industries and we are encouraged by where we are at this point,” added Meeusen.

“Badger Meter remains financially strong. Our debt to total capitalization ratio was slightly below 30% at the end of the third quarter, even with the purchase of Racine Federated early in the year. We completed a $30 million stock buyback program last quarter and increased our quarterly common stock dividend by 6.25% to $0.17 per share in August. Our strong cash flow and balance sheet enable us to return capital to shareholders as well as continue to invest in new product development and marketing initiatives,” Meeusen said.

“Our strong third quarter performance gives us a good tailwind into the fourth quarter. However, our fourth quarter is typically softer than the third quarter and we are still seeing some uncertainty in the utility market related to the economy and municipal budgeting. Long term, we remain optimistic about the future of Badger Meter and the fundamentals of the water industry,” said Meeusen.

Conference Call and Webcast

Badger Meter management will hold a conference call to discuss the company’s 2012 third quarter results on Wednesday, October 17, 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 1-888-679-8040 and entering the passcode 19344617. 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=P3JEGQ7GL. 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 Wednesday, October 24, by dialing 1-888-286-8010 and entering the passcode 20182728. 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:

• the continued shift in the Company’s business from lower cost, manually read meters toward more expensive, value-added automatic meter reading (AMR) systems, advanced metering infrastructure (AMI) systems and the advanced metering analytics (AMA) systems that offer more comprehensive solutions to customers’ metering needs;
• the success or failure of newer Company products;
• 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, manually 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/AMI 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 to some extent such things as the length and severity of global economic downturns, the ability of municipal water utility customers to authorize and finance purchases of the Company’s products, the Company’s ability to obtain financing, housing starts in the United States, and overall industrial activity;
• the timing and impact of government programs to stimulate national and global economies;
• changes in the cost and/or availability of needed raw materials and parts, such as volatility in the cost of brass castings as a result of fluctuations in commodity prices, particularly for copper and scrap metal at the supplier level, foreign-sourced electronic components as a result of currency exchange fluctuations and/or lead times, and plastic resin as a result of changes in petroleum and natural gas prices;
• the Company’s expanded role as a prime contractor for providing complete AMR/AMI/AMA systems to governmental entities, which brings with it added risks, including but not limited to, the Company’s responsibility for subcontractor performance, additional costs and expenses if the Company and its subcontractors fail to meet the timetable agreed to with the governmental entity, and the Company’s expanded warranty and performance obligations;
• the Company’s ability to successfully integrate acquired businesses or products;
• changes in foreign economic conditions, particularly currency fluctuations in the United States dollar, the Euro and the Mexican peso;
• the loss of certain single-source suppliers; 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 the United States Federal Communications Commission rules affecting the use and/or licensing of radio frequencies necessary for AMR/AMI/AMA 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 contained in this news release 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 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,
		2012		2011			2012		2011
Net sales	$	87,130	$	69,698		$	245,337	$	202,205
Cost of sales		52,800		46,918			151,942		131,768
Gross margin		34,330		22,780			93,395		70,437
Sales, engineering and administration		20,219		14,791			57,741		44,933
Operating earnings		14,111		7,989			35,654		25,504
Interest expense (income)		286		(87	)		729		121
Earnings before income taxes		13,825		8,076			34,925		25,383
Provision for income taxes		4,968		1,196			12,377		7,409
Net earnings	$	8,857	$	6,880		$	22,548	$	17,974
Earnings per share amounts:
Basic	$	0.63	$	0.46		$	1.57	$	1.20
Diluted	$	0.62	$	0.46		$	1.56	$	1.19
Shares used in computation of earnings per share:
Basic		14,128,055		14,989,366			14,393,644		14,959,202
Diluted		14,185,906		15,058,475			14,458,784		15,043,541

BADGER METER, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
Assets	September 30,		December 31,
		2012		2011
	(Unaudited)
Cash	$	6,056	$	4,975
Receivables		53,689		41,168
Inventories		60,214		49,436
Other current assets		7,003		5,616
Total current assets		126,962		101,195
Net property, plant and equipment		68,502		66,102
Intangible assets, at cost less accumulated amortization		59,845		33,680
Other long-term assets		5,691		8,568
Goodwill		35,670		9,365
Total assets	$	296,670	$	218,910
Liabilities and Shareholders’ Equity
Short-term debt	$	71,181	$	1,790
Payables		20,966		11,365
Accrued compensation and employee benefits		9,196		6,734
Other liabilities		2,928		2,524
Total current liabilities		104,271		22,413
Deferred income taxes		10,258	0
Long-term employee benefits and other		15,057		17,216
Long-term debt	0		0
Shareholders’ equity		167,084		179,281
Total liabilities and shareholders’ equity	$	296,670	$	218,910

CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702