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) July
18, 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 July 18, 2013, the Company issued a press release announcing its quarterly financial results for the 2013 second quarter and six months ended June 30, 2013. |
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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. |
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(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. |
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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: | July 18, 2013 | 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 July
18, 2013
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated July 18, 2013. |
-4-
Exhibit 99.1
Badger Meter Reports Second Quarter Results
MILWAUKEE--(BUSINESS WIRE)--July 18, 2013--Badger Meter, Inc. (NYSE: BMI) today reported results for the second quarter ended June 30, 2013.
Second Quarter 2013 Highlights
First Half 2013 Highlights
Operations Review
“The record sales in the second quarter reflected higher volumes in both our municipal water and industrial product lines. However, this increase did not translate into higher margins due to product mix,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter. The gross profit margin was 33.8% for the second quarter of 2013, compared to 36.8% for the same period in the prior year.
In addition to the lower margin, Meeusen said several other factors contributed to the decrease in net earnings for the quarter. These include a $750,000 non-cash pension charge and a $350,000 legal settlement charge related to a product the company no longer sells. Together, these charges totaled approximately $0.05 per diluted share. He noted that the tax rate for the second quarter of 2013 was 36.1%, compared to 33.1% for the same period last year. The second quarter 2012 tax rate benefited from a favorable audit of prior returns, which had a positive impact of $0.03 per diluted share.
Meeusen said the company introduced two new products during the second quarter. “We expanded our E-Series® ultrasonic meter line with a polymer version that is a lower-cost alternative to our already successful stainless steel E-Series meters for residential and commercial water metering applications. Our solid-state E-Series technology continues to gain traction with customers because of its added features and smaller size,” said Meeusen.
The company also launched the latest enhancements of its ReadCenter® software, a key component of the Badger Meter Advanced Metering Analytics (AMA) system. The new software, ReadCenter AnalyticsPro and ReadCenter Analytics+, provides water and gas utilities with easy access to timely metrics and information to help them more efficiently monitor and manage their operations.
“We are continuing to pursue opportunities with customers of Elster AMCO Water, LLC, which exited the mechanical water meter business in North America as of June 30. Elster selected Badger Meter as the recommended supplier for these customers going forward. While this program is still in the early stages, we believe it provides excellent opportunities to increase our market share,” said Meeusen.
He also noted that the integration of Aquacue, Inc., a small software technology company acquired on April 1, has been completed. “We expect to introduce new products incorporating Aquacue’s water management data software beginning in early 2014,” said Meeusen.
Summary
“In recent quarters we’ve benefited, and expect to continue to benefit, from lower copper costs. And after a weak first quarter, we are seeing strong order entries and a solid backlog at the end of the second quarter. We believe our customers have begun to return to normal buying patterns, contributing to our optimism for the remainder of the year,” added Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2013 second quarter results on Friday, July 19, 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 1-888-680-0869 and entering the passcode 76859488. 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=PV9DVT8EN. 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 Friday, July 26, by dialing 1-888-286-8010 and entering the passcode 97775920. 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, 2012 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. | ||||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS | ||||||||||||
(Unaudited) | ||||||||||||
(in thousands, except earnings per share data) | ||||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Net sales | $ | 88,341 | $ | 81,974 | $ | 160,149 | $ | 158,207 | ||||
Cost of sales | 58,495 | 51,773 | 105,266 | 99,142 | ||||||||
Gross margin | 29,846 | 30,201 | 54,883 | 59,065 | ||||||||
Sales, engineering and administration | 19,686 | 18,846 | 39,998 | 37,522 | ||||||||
Operating earnings | 10,160 | 11,355 | 14,885 | 21,543 | ||||||||
Interest expense |
332 |
238 | 580 | 443 | ||||||||
Earnings before income taxes | 9,828 | 11,117 | 14,305 | 21,100 | ||||||||
Provision for income taxes | 3,547 | 3,675 | 5,117 | 7,409 | ||||||||
Net earnings | $ | 6,281 | $ | 7,442 | $ | 9,188 | $ | 13,691 | ||||
Earnings per share amounts: | ||||||||||||
Basic | $ | 0.44 | $ | 0.52 | $ | 0.64 | $ | 0.94 | ||||
Diluted | $ | 0.44 | $ | 0.52 | $ | 0.64 | $ | 0.94 | ||||
Shares used in computation of earnings per share: | ||||||||||||
Basic | 14,365,536 | 14,234,900 | 14,345,143 | 14,527,328 | ||||||||
Diluted | 14,430,999 | 14,307,232 | 14,426,949 | 14,596,113 | ||||||||
BADGER METER, INC. | ||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||
(in thousands) | ||||||
Assets |
June 30, | December 31, | ||||
2013 |
2012 |
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(unaudited) | ||||||
Cash | $ | 2,714 | $ | 6,554 | ||
Receivables | 52,702 | 45,584 | ||||
Inventories | 53,614 | 60,997 | ||||
Other current assets | 7,415 | 8,239 | ||||
Total current assets | 116,445 | 121,374 | ||||
Net property, plant and equipment | 71,549 | 70,484 | ||||
Intangible assets, at cost less accumulated amortization | 61,416 | 58,351 | ||||
Other long-term assets | 5,712 | 4,314 | ||||
Goodwill | 46,641 | 35,930 | ||||
Total assets | $ | 301,763 | $ | 290,453 | ||
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Liabilities and Shareholders’ Equity |
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Short-term debt | $ | 66,230 | $ | 66,730 | ||
Payables | 20,308 | 15,551 | ||||
Accrued compensation and employee benefits | 6,525 | 9,821 | ||||
Other liabilities | 2,972 | 1,978 | ||||
Total current liabilities | 96,035 | 94,080 | ||||
Deferred income taxes | 10,787 | 8,692 | ||||
Long-term employee benefits and other | 17,081 | 16,434 | ||||
Shareholders’ equity | 177,860 | 171,247 | ||||
Total liabilities and shareholders’ equity | $ | 301,763 | $ | 290,453 |
CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702