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
20, 2015
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 20, 2015, the Company issued a press release announcing its quarterly financial results for the 2015 first quarter ended March 31, 2015.
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: | April 20, 2015 | 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
20, 2015
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated April 20, 2015. |
-4-
Exhibit 99.1
Badger Meter Reports First Quarter Results
MILWAUKEE--(BUSINESS WIRE)--April 20, 2015--Badger Meter, Inc. (NYSE: BMI) today reported results for the first quarter ended March 31, 2015.
First Quarter 2015 Highlights
Operations Review
“Our first quarter results were impacted by a combination of factors, including severe winter weather in the Northeast and Midwest, the weaker Euro and the downturn in the oil & gas market, offset somewhat by a positive contribution from National Meter and Automation, which we acquired in October 2014,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
Meeusen said sales of residential municipal water products increased year over year, however first quarter sales of commercial municipal water and flow instrumentation products were down. “The increase in residential product sales was driven by both our E-Series® ultrasonic meter line and our ORION® radio frequency mobile and network meter reading technologies, including our newest product, the cellular-based BEACON® Advanced Metering Analytics (AMA) system. The lower first quarter commercial municipal water product sales were due to weather-related construction delays and a difficult comparison against an exceptionally strong first quarter of 2014. Sales of flow instrumentation products were down significantly in the oil & gas market, but were up in other market segments,” he said.
The gross profit margin was 36.0% for the first quarter of 2015, compared to 34.7% in the prior year quarter. The margin benefited from lower commodity prices, particularly copper, a favorable exchange rate on components sourced in Europe and the addition of National Meter, offset in part by lower volumes and product mix, with fewer sales of higher-margin flow instrumentation products.
Meeusen noted that the increase in selling, engineering and administration expenses was due primarily to the National Meter acquisition. The company’s first quarter tax rate was approximately the same as in the prior year quarter.
“While we are disappointed with the slower first quarter, the second quarter has started strong. Our latest product innovations are being well received by customers and we remain optimistic about the full year,” said Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s 2015 first quarter results on Tuesday, April 21, 2015, 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 1-888-680-0865 and entering the passcode 24753899. 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=PMUM7DYDM. 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.
A telephone replay of the conference call will be available through Tuesday, April 28, 2015, by dialing 1-888-286-8010 and entering the passcode 26260573. The Webcast will be archived on the company’s Web site until its next earnings release.
About Badger Meter
Badger Meter is an innovator in flow measurement and control products, serving water utilities, municipalities, and commercial and industrial customers worldwide. The Company’s products measure water, oil, chemicals, and other fluids, and 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, 2014 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 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 | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
(Unaudited) | (Unaudited) | |||||||
Net sales | $83,644 | $83,496 | ||||||
Cost of sales | 53,569 | 54,545 | ||||||
Gross margin | 30,075 | 28,951 | ||||||
Selling, engineering and administration | 23,022 | 21,261 | ||||||
Operating earnings | 7,053 | 7,690 | ||||||
Interest expense, net | 317 | 291 | ||||||
Earnings before income taxes | 6,736 | 7,399 | ||||||
Provision for income taxes | 2,509 | 2,767 | ||||||
Net earnings | $4,227 | $4,632 | ||||||
Earnings per share: | ||||||||
Basic | $0.29 | $0.33 | ||||||
Diluted | $0.29 | $0.32 | ||||||
Shares used in computation of earnings per share: | ||||||||
Basic | 14,332,775 | 14,240,220 | ||||||
Diluted | 14,407,007 | 14,330,197 |
BADGER METER, INC. | |||||||||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | |||||||||||||
(in thousands) | |||||||||||||
Assets |
March 31, | December 31, | |||||||||||
2015 | 2014 | ||||||||||||
Unaudited | |||||||||||||
Cash | $ | 8,373 | $ | 6,656 | |||||||||
Receivables | 53,194 | 53,967 | |||||||||||
Inventories | 72,008 | 71,774 | |||||||||||
Other current assets | 8,371 | 8,708 | |||||||||||
Total current assets | 141,946 | 141,105 | |||||||||||
Net property, plant and equipment | 82,345 | 81,806 | |||||||||||
Intangible assets, at cost less accumulated amortization | 60,243 | 61,672 | |||||||||||
Other long-term assets | 10,181 | 8,853 | |||||||||||
Goodwill | 47,712 | 47,722 | |||||||||||
Total assets | $ | 342,427 | $ | 341,158 | |||||||||
Liabilities and Shareholders' Equity |
|||||||||||||
Short-term debt | $ | 75,923 | $ | 75,927 | |||||||||
Payables | 18,435 | 16,059 | |||||||||||
Accrued compensation and employee benefits | 8,001 | 11,901 | |||||||||||
Other liabilities | 4,423 | 3,188 | |||||||||||
Total current liabilities | 106,782 | 107,075 | |||||||||||
Deferred income taxes | 6,409 | 6,399 | |||||||||||
Long-term employee benefits and other | 13,364 | 13,353 | |||||||||||
Shareholders' equity | 215,872 | 214,331 | |||||||||||
Total liabilities and shareholders' equity | $ | 342,427 | $ | 341,158 |
CONTACT:
Badger Meter, Inc.
Dawn O’Neill, (414) 371-7276