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
5, 2014
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. |
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On February 5, 2014, the Company issued a press release announcing its quarterly financial results for the 2013 fourth quarter and twelve months ended December 31, 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. |
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Item 9.01 |
Financial Statements and Exhibits. |
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(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. |
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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: | February 5, 2014 | 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 February
5, 2014
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated February 5, 2014. |
-4-
Exhibit 99.1
Badger Meter Reports Record Fourth Quarter Sales and Earnings Per Share; Also Achieves Record Sales for 2013
MILWAUKEE--(BUSINESS WIRE)--February 5, 2014--Badger Meter, Inc. (NYSE: BMI) today reported results for the fourth quarter and year ended December 31, 2013.
Fourth Quarter 2013 Highlights
Full Year 2013 Highlights
Operations Review
“Our strong fourth quarter performance helped to drive our record sales for the year. The decrease in net earnings for 2013 was primarily due to the impact of the winter weather on our first quarter results. The three solid quarters that followed were just not enough to compensate for the weak first quarter,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
Meeusen said the record fourth quarter sales were driven by strong sales of residential and commercial municipal water products, somewhat offset by a decrease in sales of industrial and specialty products. The gross profit margin was 35.8% for the fourth quarter of 2013, compared to 38.8% for the same period in 2012, due in part to product mix, with lower sales of higher-margin industrial products in the fourth quarter of 2013.
The gross profit margin for the full year was 35.0% in 2013, compared to 38.2% in 2012. The lower 2013 margin was due to a number of factors including fewer sales of higher-margin industrial products, increased sales of non-lead water meters that are made from a more expensive alloy and lower-margin sales to former customers of Elster AMCO Water, LLC, which exited the North American mechanical water meter business as of June 30. “While accepting the former Elster customers at an initially lower price-point reduced our margins for the year, we believe the addition of this business provides good growth opportunities for Badger Meter over the long term,” said Meeusen.
He noted that although sales increased 4.5% for the year, selling, engineering and administration expenses were flat. “This was the result of lower employee incentives, partially offset by normal inflationary increases, along with our ongoing focus on controlling costs and increasing efficiency,” said Meeusen.
“We continued to invest in research and development in 2013 and introduced several major new product advancements to the market. We expanded our line of E-Series® ultrasonic meters with a polymer version that provides a lower-cost alternative to our successful stainless steel version. The E-Series continues to gain customer acceptance and we are particularly encouraged by the opportunities we have with this product outside of North America. For example, we recently shipped initial orders of residential E-Series water meters as part of a contract with a water utility in the Middle East,” said Meeusen.
“In early 2013, we introduced ORION® SE, the first truly simultaneous drive-by fixed-network product in the market. Last week, we took another major step forward with the introduction of our new BEACON Advanced Metering Analytics (AMA) system. Badger Meter is the first major water meter company in the industry to provide water utilities with cost-effective cellular radio endpoints that have a longer battery life, along with a sophisticated software suite that allows end-customers to view and manage their water usage activity. BEACON AMA combines both fixed and cellular networks, reducing the need for costly infrastructure – a feature that appeals to water utilities of all sizes,” said Meeusen.
“BEACON AMA is built on the software platform and cellular technology we acquired with the purchase of Aquacue, Inc. in April 2013. We saw the potential for Aquacue’s intellectual property to significantly advance our R&D and enable us to be first to market with the key features and benefits BEACON AMA provides,” added Meeusen.
“Badger Meter remains financially strong. Our significant cash flow enabled us to invest in Aquacue, develop and launch innovative new products and increase our quarterly cash dividend. We ended the year with a debt-to-total capitalization ratio of 26.3%. We believe we are well positioned to grow our business both organically and through acquisitions if opportunities arise,” added Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2013 fourth quarter results on Thursday, February 6, 2014 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 1-888-680-0878 and entering the passcode 93650163. 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=PMT4BYTNT. 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 13, by dialing 1-888-286-8010 and entering the passcode 11877226. The Webcast will be archived on the company’s Web site until its next earnings release.
About Badger Meter
An innovator in flow measurement and control products, Badger Meter serves water utilities, municipalities, and commercial and industrial customers worldwide. Measuring water, oil, chemicals, and other fluids, Badger Meter products are known for accuracy, long-lasting durability and for providing valuable and timely measurement data. For more information, visit www.badgermeter.com.
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 |
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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, | |||||
2013 | 2012 | 2013 | 2012 | |||||
(unaudited) |
(unaudited) |
(unaudited) |
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Net sales | $81,010 | $74,323 | $334,122 | $319,660 | ||||
Cost of sales | 52,007 | 45,472 | 217,133 | 197,414 | ||||
Gross margin | 29,003 | 28,851 | 116,989 | 122,246 | ||||
Selling, engineering and administration | 18,654 | 20,036 | 77,882 | 77,777 | ||||
Operating earnings | 10,349 | 8,815 | 39,107 | 44,469 | ||||
Interest expense, net |
254 |
269 |
1,098 |
998 |
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Earnings before income taxes | 10,095 | 8,546 |
38,009 |
43,471 |
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Provision for income taxes | 3,715 | 3,062 | 13,392 | 15,439 | ||||
Net earnings | $6,380 | $5,484 | $24,617 | $28,032 | ||||
Earnings per share amounts: | ||||||||
Basic | $0.44 | $0.39 | $1.71 | $1.96 | ||||
Diluted | $0.44 | $0.39 | $1.70 | $1.95 | ||||
Shares used in computation of earnings per share: | ||||||||
Basic | 14,391,123 | 14,143,468 | 14,362,370 | 14,332,462 | ||||
Diluted | 14,464,441 | 14,215,080 | 14,440,356 | 14,399,220 |
BADGER METER, INC. | ||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||
(in thousands) | ||||||
Assets |
December 31, | December 31, | ||||
2013 |
2012 |
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(Unaudited) | ||||||
Cash | $ | 7,263 | $ | 6,554 | ||
Receivables | 50,133 | 45,584 | ||||
Inventories | 60,939 | 60,997 | ||||
Other current assets | 8,828 | 8,239 | ||||
Total current assets | 127,163 | 121,374 | ||||
Net property, plant and equipment | 76,416 | 70,484 | ||||
Intangible assets, at cost less accumulated amortization | 57,317 | 58,351 | ||||
Other long-term assets | 10,467 | 4,314 | ||||
Goodwill | 44,695 | 35,930 | ||||
Total assets | $ | 316,058 | $ | 290,453 | ||
Liabilities and Shareholders’ Equity |
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Short-term debt | $ | 70,045 | $ | 66,730 | ||
Payables | 18,554 | 15,551 | ||||
Accrued compensation and employee benefits | 7,337 | 9,821 | ||||
Other liabilities | 2,105 | 1,978 | ||||
Total current liabilities | 98,041 | 94,080 | ||||
Deferred income taxes | 9,790 | 8,692 | ||||
Long-term employee benefits and other | 11,664 | 16,434 | ||||
Shareholders’ equity | 196,563 | 171,247 | ||||
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Total liabilities and shareholders’ equity | $ | 316,058 | $ | 290,453 | ||
CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702