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
16, 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 October 16, 2013, the Company issued a press release announcing its quarterly financial results for the 2013 third quarter and nine months ended September 30, 2013.
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 16, 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 October
16, 2013
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated October 16, 2013. |
-4-
Exhibit 99.1
Badger Meter Reports Record Third Quarter Results
MILWAUKEE--(BUSINESS WIRE)--October 16, 2013--Badger Meter, Inc. (NYSE: BMI) today reported record sales, record net earnings and record earnings per share for the third quarter ended September 30, 2013.
Third Quarter 2013 Highlights
First Nine Months 2013 Highlights
Operations Review
“This was an excellent quarter for Badger Meter. Higher sales of residential and commercial municipal water products drove the third quarter sales increase, offset somewhat by a decrease in industrial and specialty product sales,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
“Our third quarter results included sales to customers of Elster AMCO Water, LLC, which exited the North American mechanical water meter business as of June 30. Elster selected Badger Meter as the recommended supplier for these customers. We are pleased with our initial success in working with their former customers and are continuing to pursue additional sales opportunities,” said Meeusen.
The gross profit margin was 35.6% for the third quarter of 2013, compared to 39.4% for the third quarter of 2012. “The decrease was due to cost increases associated with the industry shift toward more expensive lead-free brass, as well as product mix. We had lower sales of higher-margin industrial products during the third quarter and the sales to the former Elster customers were at lower than typical margins,” said Meeusen.
Meeusen noted that net earnings benefited from lower selling, engineering and administration expenses and a lower effective tax rate. Ongoing cost reduction initiatives contributed to the lower expenses. A favorable R&D tax credit reduced the effective tax rate for the third quarter of 2013 to 33.5%, compared to 35.9% for the same period in 2012.
“While the second and third quarters of the year tend to be stronger than the fourth quarter due to seasonality, we are continuing to benefit from the additional Elster business and the ongoing economic recovery. We are also developing exciting new products that will enhance our product portfolio in the coming year. Overall, we believe we are well positioned for continued growth in 2014 and beyond,” added Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2013 third quarter results on Thursday, October 17, 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 1-888-713-4199 and entering the passcode 94075848. 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=PRNUXTFE3. 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, October 24, by dialing 1-888-286-8010 and entering the passcode 62822592. 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 STATEMENT OF OPERATIONS | ||||||||||||
(Unaudited) | ||||||||||||
(in thousands, except earnings per share data) | ||||||||||||
Three Months Ended |
Nine Months Ended |
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September 30, | September 30, | September 30, | September 30, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Net sales | $ | 92,963 | $ | 87,130 | $ | 253,112 | $ | 245,337 | ||||
Cost of sales | 59,860 | 52,800 | 165,126 | 151,942 | ||||||||
Gross margin | 33,103 | 34,330 | 87,986 | 93,395 | ||||||||
Selling, engineering and administration | 19,230 | 20,219 | 59,228 | 57,741 | ||||||||
Operating earnings | 13,873 | 14,111 | 28,758 | 35,654 | ||||||||
Interest expense (income), net | 264 | 286 | 844 | 729 | ||||||||
Earnings before income taxes | 13,609 | 13,825 | 27,914 | 34,925 | ||||||||
Provision for income taxes | 4,560 | 4,968 |
9,677 |
12,377 |
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Net earnings | $ | 9,049 | $ | 8,857 | $ | 18,237 | $ | 22,548 | ||||
Earnings per share amounts: | ||||||||||||
Basic | $ | 0.63 | $ | 0.63 | $ | 1.27 | $ | 1.57 | ||||
Diluted | $ | 0.63 | $ | 0.62 | $ | 1.26 | $ | 1.56 | ||||
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Shares used in computation of earnings per share: | ||||||||||||
Basic | 14,371,718 | 14,128,055 | 14,353,700 | 14,393,644 | ||||||||
Diluted | 14,446,735 | 14,185,906 | 14,433,243 | 14,458,784 |
BADGER METER, INC. | ||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||
(in thousands) | ||||||
Assets |
September 30, | December 31, | ||||
2013 |
2012 |
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(Unaudited) | ||||||
Cash | $ | 4,621 | $ | 6,554 | ||
Receivables | 56,059 | 45,584 | ||||
Inventories | 54,368 | 60,997 | ||||
Other current assets | 7,603 | 8,239 | ||||
Total current assets | 122,651 | 121,374 | ||||
Net property, plant and equipment | 73,404 | 70,484 | ||||
Intangible assets, at cost less accumulated amortization | 60,163 | 58,351 | ||||
Other long-term assets | 6,033 | 4,314 | ||||
Goodwill | 46,641 | 35,930 | ||||
Total assets | $ | 308,892 | $ | 290,453 | ||
Liabilities and Shareholders’ Equity |
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Short-term debt | $ | 65,185 | $ | 66,730 | ||
Payables | 19,435 | 15,551 | ||||
Accrued compensation and employee benefits | 7,792 | 9,821 | ||||
Other liabilities | 2,742 | 1,978 | ||||
Total current liabilities | 95,154 | 94,080 | ||||
Deferred income taxes | 10,824 | 8,692 | ||||
Long-term employee benefits and other | 17,111 | 16,434 | ||||
Shareholders’ equity | 185,803 | 171,247 | ||||
Total liabilities and shareholders’ equity | $ |
308,892 |
$ |
290,453 |
CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702