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) April
16, 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.
On April 16, 2014, the Company issued a press release announcing its quarterly financial results for the 2014 first quarter ended March 31, 2014.
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. |
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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: | April 16, 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 April
16, 2014
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated April 16, 2014. |
-4-
Exhibit 99.1
Badger Meter Reports Record First Quarter Sales and Increased Earnings
MILWAUKEE--(BUSINESS WIRE)--April 16, 2014--Badger Meter, Inc. (NYSE: BMI) today reported results for the first quarter ended March 31, 2014.
First Quarter 2014 Highlights
Operations Review
“We are pleased with the first quarter results, especially the first quarter record sales, compared to last year’s unusually weak first quarter. The sales increase was across the board, with higher sales of both residential and commercial municipal water products and flow instrumentation products,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
“Last year’s first quarter sales were impacted by higher than average snow cover across the U.S. and Hurricane Sandy in the Northeast. Winter weather also had an impact on our 2014 first quarter in certain areas of the country, however much of our sales increase came from customers in states that were not as impacted by weather,” added Meeusen.
“Net earnings for the first quarter of 2014 reflected charges of approximately $1.7 million, or $0.07 per diluted share, related to due diligence and other transaction-related costs on a potential acquisition that was ultimately not pursued,” said Meeusen.
The gross profit margin was 34.7% for the first quarter of 2014, compared to 34.9% for the same period in 2013, with the slight decrease due to product mix. The increase in selling, engineering and administration expenses reflected the costs discussed above, offset by lower product development costs.
“Research and development expenses returned to normal levels in the first quarter, with the launch of our new BEACON Advanced Metering Analytics (AMA) system in January. Our focus for this new product is now on sales and marketing. Badger Meter is the first major water meter company to release a cost-effective cellular-based solution for system-wide deployment. BEACON AMA combines both fixed and cellular networks with our proprietary software, all in a single managed solution. It reduces the need for costly network infrastructure and gives utilities greater control and more information to better manage their operations and enhance customer service. Our sales force is actively educating utility managers about BEACON AMA and demonstrating its many features and benefits. The feedback has been positive and we are encouraged by the initial response from both current and potential new customers,” said Meeusen.
“We are also pleased with the response to our recently-expanded line of E-Series® ultrasonic meters, which continues to build momentum in the market. During the first quarter, we continued to ship residential E-Series water meters with our ORION® technology as part of a contract with a water utility in the Middle East. We also generated increased sales of our E-series meters in our major North American market,” added Meeusen.
“2014 is off to a good start, with a solid first quarter. We believe we are positioned for continued progress in the year ahead,” added Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2014 first quarter results on Thursday, April 17, 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 Website: www.badgermeter.com or by dialing 1-888-680-0878 and entering the passcode 80283611. Listeners should dial in to the call at least 5-10 minutes prior to the start of the call or should go to the Website 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=PMDF39MLL. 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, April 24, by dialing 1-888-286-8010 and entering the passcode 14062743. The Webcast will be archived on the company’s Website 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, 2013 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 March 31, | ||||||||||
2014 |
2013 |
|||||||||
Net sales | $ | 83,496 | $ | 71,808 | ||||||
Cost of sales | 54,545 | 46,771 | ||||||||
Gross margin | 28,951 | 25,037 | ||||||||
Selling, engineering and administration | 21,261 | 20,312 | ||||||||
Operating earnings | 7,690 | 4,725 | ||||||||
Interest expense, net | 291 | 248 | ||||||||
Earnings before income taxes | 7,399 | 4,477 | ||||||||
Provision for income taxes | 2,767 | 1,570 | ||||||||
Net earnings | $ | 4,632 | $ | 2,907 | ||||||
Earnings per share: | ||||||||||
Basic | $ | 0.33 | $ | 0.21 | ||||||
Diluted | $ | 0.32 | $ | 0.20 | ||||||
Shares used in computation of earnings per share: | ||||||||||
Basic | 14,240,220 | 14,145,406 | ||||||||
Diluted | 14,330,197 | 14,236,757 | ||||||||
BADGER METER, INC. | ||||||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||||||
(in thousands) | ||||||||||
March 31, | December 31, | |||||||||
2014 |
2013 |
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Assets |
(unaudited) | |||||||||
Cash | $ | 6,408 | $ | 7,263 | ||||||
Receivables | 54,658 | 50,133 | ||||||||
Inventories | 63,978 | 60,939 | ||||||||
Other current assets | 8,254 | 8,828 | ||||||||
Total current assets |
133,298 | 127,163 | ||||||||
Net property, plant and equipment | 77,301 | 76,416 | ||||||||
Intangible assets, at cost less accumulated amortization | 56,058 | 57,317 | ||||||||
Other long-term assets | 12,326 | 10,467 | ||||||||
Goodwill |
44,695 |
44,695 |
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Total assets | $ | 323,678 | $ | 316,058 | ||||||
Liabilities and Shareholders’ Equity |
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Short-term debt | $ | 73,869 | $ | 70,045 | ||||||
Payables | 17,433 | 18,554 | ||||||||
Accrued compensation and employee benefits | 7,184 | 7,337 | ||||||||
Other liabilities | 4,271 | 2,105 | ||||||||
Total current liabilities | 102,757 | 98,041 | ||||||||
Deferred income taxes | 9,798 | 9,790 | ||||||||
Long-term employee benefits and other | 11,320 | 11,664 | ||||||||
Shareholders’ equity | 199,803 | 196,563 | ||||||||
Total liabilities and shareholders’ equity | $ | 323,678 | $ | 316,058 | ||||||
CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702