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) February
6, 2013
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 February 6, 2013, the Company issued a press release announcing its quarterly financial results for the 2012 fourth quarter and twelve months ended December 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. | ||
(b) |
Pro Forma Financial Information. |
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Not applicable. | ||
(c) |
Shell Company Transactions. |
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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.
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BADGER METER, INC. |
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Date: | February 6, 2013 | By: |
/s/ Richard E. Johnson |
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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 February
6, 2013
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated February 6, 2013. |
-4-
Exhibit 99.1
Badger Meter Reports Record Sales and Earnings Per Share for 2012
MILWAUKEE--(BUSINESS WIRE)--February 6, 2013--Badger Meter, Inc. (NYSE: BMI) today reported results for the fourth quarter and year ended December 31, 2012.
Fourth Quarter 2012 Highlights
Full Year 2012 Highlights
Operations Review
“We ended 2012 with a solid fourth quarter that helped us achieve record sales and higher earnings per share for the year. The increase in fourth quarter sales was due to the acquisition of Racine Federated, Inc. in January 2012, along with higher sales of products for the municipal water market, particularly residential water meters,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter. He noted that net earnings for the fourth quarter of 2012 included nearly $0.05 of expenses related to a non-cash pension charge.
“For the full year, sales of the core Badger Meter products, not including Racine Federated, were up 6%. The comparison was negatively impacted by unusually high sales to a natural gas customer in 2011 as part of a large contract, which we did not have in 2012. Excluding natural gas, sales of the core Badger Meter products were up 11% in 2012. Virtually all product lines contributed to the higher sales, as we benefited from increased housing starts, a slowly improving economy and growing demand for our new products,” said Meeusen. He added that the record diluted earnings per share reflected the repurchase of approximately 888,000 shares in the first half of 2012.
The gross profit margin was 38.8% for the fourth quarter of 2012 and 38.2% for the full year, both of which increased over the prior year. “The improvement in both periods was due to the higher margins on the Racine Federated products, increased capacity utilization on the higher sales and relatively steady copper prices throughout the year,” Meeusen said.
“New product development continues to be a top priority for us as we consistently focus on long-term growth. We recently introduced updated software versions for the ORION® SE advanced metering analytics system and expect the ORION brand to continue to drive our sales into the municipal water market. We also extended the size range of the E-Series® ultrasonic meter line. We are encouraged by the customer response to these and other new products,” added Meeusen.
“Badger Meter remains financially strong. Our significant cash flow enabled us to purchase Racine Federated, complete a $30 million stock repurchase program, increase our quarterly cash dividend and invest in new products during 2012. Our debt to total capitalization ratio was down to 28% at the end of the year, giving us the ability to build our existing business and invest in potential acquisition opportunities that may arise. We believe we are well positioned for continued growth in 2013,” he added.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2012 fourth quarter results on Thursday, February 7, 2013 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 31831486. 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=P7KQKYN73. 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, February 14, by dialing 1-888-286-8010 and entering the passcode 63993964. 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 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. |
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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS |
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(in thousands, except earnings per share data) | ||||||||||||
Three Months Ended |
Twelve Months Ended |
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December 31, |
December 31, |
December 31, |
December 31, |
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2012 |
2011 |
2012 |
2011 |
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(unaudited) |
(unaudited) |
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Net sales | $ | 74,323 | $ | 60,710 | $ | 319,660 | $ | 262,915 | ||||
Cost of sales | 45,472 | 41,327 | 197,414 | 173,095 | ||||||||
Gross margin | 28,851 | 19,383 | 122,246 | 89,820 | ||||||||
Sales, engineering and administration | 20,036 | 17,353 | 77,777 | 62,286 | ||||||||
Operating earnings | 8,815 | 2,030 | 44,469 | 27,534 | ||||||||
Interest expense, net | 269 | 64 | 998 | 185 | ||||||||
Earnings before income taxes | 8,546 | 1,966 | 43,471 | 27,349 | ||||||||
Provision for income taxes | 3,062 | 779 | 15,439 | 8,188 | ||||||||
Net earnings | $ | 5,484 | $ | 1,187 | $ | 28,032 | $ | 19,161 | ||||
Earnings per share amounts: | ||||||||||||
Basic | $ | 0.39 | $ | 0.08 | $ | 1.96 | $ | 1.28 | ||||
Diluted | $ | 0.39 | $ | 0.08 | $ | 1.95 | $ | 1.27 | ||||
Shares used in computation of earnings per share: | ||||||||||||
Basic | 14,143,468 | 14,996,737 | 14,332,462 | 14,970,578 | ||||||||
Diluted | 14,215,080 | 15,058,999 | 14,399,220 | 15,049,398 | ||||||||
BADGER METER, INC. |
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CONSOLIDATED CONDENSED BALANCE SHEETS |
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(in thousands) | ||||||
Assets |
December 31, |
December 31, |
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2012 |
2011 |
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(Unaudited) |
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Cash | $ | 6,554 | $ | 4,975 | ||
Receivables | 45,584 | 41,168 | ||||
Inventories | 60,997 | 49,436 | ||||
Other current assets | 8,239 | 5,616 | ||||
Total current assets | 121,374 | 101,195 | ||||
Net property, plant and equipment | 70,484 | 66,102 | ||||
Intangible assets, at cost less accumulated amortization | 58,351 | 33,680 | ||||
Other long-term assets | 4,314 | 8,568 | ||||
Goodwill | 35,930 | 9,365 | ||||
Total assets | $ | 290,453 | $ | 218,910 | ||
Liabilities and Shareholders’ Equity |
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Short-term debt | $ | 66,730 | $ | 1,790 | ||
Payables | 15,551 | 11,365 | ||||
Accrued compensation and employee benefits | 9,821 | 6,734 | ||||
Other liabilities | 1,978 | 2,524 | ||||
Total current liabilities | 94,080 | 22,413 | ||||
Deferred income taxes | 8,692 | 0 | ||||
Long-term employee benefits and other | 16,434 | 17,216 | ||||
Shareholders’ equity | 171,247 | 179,281 | ||||
Total liabilities and shareholders’ equity | $ | 290,453 | $ | 218,910 | ||
CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702