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, 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 July 18, 2014, the Company issued a press release announcing its quarterly financial results for the 2014 second quarter ended June 30, 2014. |
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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, 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 July
18, 2014
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated July 18, 2014. |
-4-
Exhibit 99.1
Badger Meter Reports Record Sales for Any Quarter and Record Second Quarter Earnings and Earnings Per Share
MILWAUKEE--(BUSINESS WIRE)--July 18, 2014--Badger Meter, Inc. (NYSE: BMI) today reported record sales for any quarter in its history and record earnings and earnings per share for the second quarter ended June 30, 2014.
Second Quarter 2014 Highlights
First Half 2014 Highlights
Operations Review
“Our strong second quarter performance was driven by higher sales of municipal water products. Sales of residential municipal water products were up substantially and commercial water product sales also increased. These increases more than offset a slight decline in industrial product sales for the quarter,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
Meeusen said the company is seeing significant increases in sales of two municipal water products that were introduced in 2013. Sales of ORION® SE two-way fixed network meter reading systems and the new polymer version of the company’s E-Series® line of ultrasonic meters for residential and commercial applications continue to ramp up as they gain acceptance in the market.
“In the municipal water industry, the process from product launch to customer adoption takes some time. As a result, we are also encouraged by the response to our newest product, the BEACON Advanced Metering Analytics (AMA) system, which was introduced in January. Badger Meter was the first major water meter company to release a cost-effective cellular-based metering solution to the market. There is considerable interest in starter kits that enable utilities to test BEACON AMA prior to purchasing a complete system and the feedback from utility managers at the recent American Water Works Association (AWWA) annual conference was very positive,” said Meeusen.
BEACON AMA combines both fixed and cellular networks with 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. It also includes the EyeOnWater consumer portal and smartphone/tablet app, which give end-water customers the opportunity to view and manage their water usage activity – a benefit that appeals to conservation-minded water utilities.
“Looking ahead, with two strong quarters behind us, we are cautiously optimistic about the second half of the year,” added Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2014 second quarter results on Monday, July 21, 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 1-888-679-8035 and entering the passcode 65629528. 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=PYCHLTPV8. 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 Monday, July 28, by dialing 1-888-286-8010 and entering the passcode 54757257. 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, 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 | ||||||||||||||||
(in thousands, except share and earnings per share data) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Net sales | $ | 95,662 | $ | 88,341 | $ | 179,158 | $ | 160,149 | ||||||||
Cost of sales | 60,831 | 58,495 | 115,376 | 105,266 | ||||||||||||
Gross margin | 34,831 | 29,846 | 63,782 | 54,883 | ||||||||||||
Selling, engineering and administration | 20,610 | 19,686 | 41,871 | 39,998 | ||||||||||||
Operating earnings | 14,221 | 10,160 | 21,911 | 14,885 | ||||||||||||
Interest expense, net | 311 | 332 | 602 | 580 | ||||||||||||
Earnings before income taxes | 13,910 | 9,828 | 21,309 | 14,305 | ||||||||||||
Provision for income taxes | 5,096 | 3,547 | 7,863 | 5,117 | ||||||||||||
Net earnings | $ | 8,814 | $ | 6,281 | $ | 13,446 | $ | 9,188 | ||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.62 | $ | 0.44 | $ | 0.94 | $ | 0.64 | ||||||||
Diluted | $ | 0.61 | $ | 0.44 | $ | 0.94 | $ | 0.64 | ||||||||
Shares used in computation of earnings per share: | ||||||||||||||||
Basic | 14,309,509 | 14,365,536 | 14,244,135 | 14,345,143 | ||||||||||||
Diluted | 14,367,353 | 14,430,999 | 14,318,046 | 14,426,949 | ||||||||||||
BADGER METER, INC. | ||||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||||
(in thousands) | ||||||||
Assets |
June 30, | December 31, | ||||||
2014 | 2013 | |||||||
Unaudited | ||||||||
Cash | $ | 6,758 | $ | 7,263 | ||||
Receivables | 60,798 | 50,133 | ||||||
Inventories | 63,196 | 60,939 | ||||||
Other current assets | 8,968 | 8,828 | ||||||
Total current assets | 139,720 | 127,163 | ||||||
Net property, plant and equipment | 77,186 | 76,416 | ||||||
Intangible assets, at cost less accumulated amortization | 54,780 | 57,317 | ||||||
Other long-term assets | 12,589 | 10,467 | ||||||
Goodwill | 44,695 | 44,695 | ||||||
Total assets | $ | 328,970 | $ | 316,058 | ||||
Liabilities and Shareholders' Equity |
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Short-term debt | $ | 68,693 | $ | 70,045 | ||||
Payables | 18,147 | 18,554 | ||||||
Accrued compensation and employee benefits | 8,433 | 7,337 | ||||||
Other liabilities | 5,446 | 2,105 | ||||||
Total current liabilities | 100,719 | 98,041 | ||||||
Deferred income taxes | 9,796 | 9,790 | ||||||
Long-term employee benefits and other | 11,585 | 11,664 | ||||||
Shareholders' equity | 206,870 | 196,563 | ||||||
Total liabilities and shareholders' equity | $ | 328,970 | $ | 316,058 | ||||
CONTACT:
Badger Meter, Inc.
Dawn O’Neill, (414) 371-7276