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
4, 2016
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 February 4, 2016, the Company issued a press release announcing its quarterly financial results for the 2015 fourth quarter ended December 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: | February 4, 2016 | 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
4, 2016
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated February 4, 2016. |
-4-
Exhibit 99.1
Badger Meter Reports Record Fourth Quarter and 2015 Sales
Fourth quarter operating income up 17%
MILWAUKEE--(BUSINESS WIRE)--February 4, 2016--Badger Meter, Inc. (NYSE: BMI) today reported results for the fourth quarter and year ended December 31, 2015.
Fourth Quarter 2015 Highlights
Full Year 2015 Highlights
Operations Review
“We finished 2015 with a strong fourth quarter, highlighted by record sales and improved margins. Our strong operational execution enabled us to achieve a 17% increase in operating income on a 7% increase in sales. However, fourth quarter net earnings and earnings per share were reduced by a non-cash pension settlement charge of $760,000, or $0.03 per diluted share, as well as a higher tax rate,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
Meeusen said the record fourth quarter sales were driven by increased sales of both residential and commercial municipal water products, particularly the company’s new E-Series® Ultrasonic meters and BEACON® Advanced Metering Analytics (AMA) systems driven by ORION® cellular technology, which more than offset lower sales of flow instrumentation products. The gross profit margin was 36.0% for the fourth quarter of 2015, compared to 34.6% for the prior year quarter. The increase in the tax rate was due to a reduction in foreign earnings which are taxed at lower rates, higher average state tax rates and a lower production tax credit in 2015.
“Our record sales for the full year also reflected increased sales of our municipal water products. Sales of flow instrumentation products were down for the year due to continued weakness in the oil and gas market, and the general slow-growth economy,” said Meeusen. He noted that the lower operating earnings, net earnings and earnings per share for 2015 also reflected the overall higher tax rate and the pension charge, as well as the impact of lower than anticipated sales in prior quarters.
“Several of our newest products were strong contributors to our record sales in both the fourth quarter and full year. Sales of our E-Series Ultrasonic meters increased 85% year over year, while sales of ORION Cellular endpoints grew more than six fold. In December, we introduced our new BEACON (AMA) Mobile software that enables utilities with ORION mobile deployments to synchronize their data within the cloud-based BEACON AMA system. This enhancement provides all our existing ORION mobile customers with a flexible solution that allows them to transition their system to a BEACON AMA managed solution using ORION cellular technology,” said Meeusen.
“Badger Meter remains financially strong. Our debt-to-total capitalization ratio was 23.5% at year end. Cash flow continues to be strong and we increased the quarterly cash dividend for the 23rd consecutive year. We also invested in new products and product enhancements that position us for future growth,” added Meeusen.
2016 Outlook
“2016 is off to a good start with a recently announced three-year contract to supply our complete portfolio of water meters and meter reading solutions to American Water, the nation’s largest publicly traded water and wastewater utility company. Overall, we believe 2016 will be a strong year for Badger Meter that could be more comparable to our results in 2014 than in 2015. We are optimistic about the growth potential of our already successful new products and our ability to continue to execute on our long-term growth strategies,” said Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s fourth quarter 2015 results on Friday, February 5, 2016, 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 1-877-294-2949 and entering the passcode 12794886. 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.
A telephone replay of the conference call will be available through Friday, February 12, 2016, by dialing 1-855-859-2056 and entering the passcode 12794886. The webcast will be archived on the company’s website until its next earnings release
About Badger Meter
Badger Meter is an innovator in flow measurement, control and communications solutions, 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 | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Net sales | $ | 95,770 | $ | 89,339 | $ | 377,698 | $ | 364,768 | ||||||||
Cost of sales | 61,313 | 58,444 | 241,922 | 233,626 | ||||||||||||
Gross margin | 34,457 | 30,895 | 135,776 | 131,142 | ||||||||||||
Selling, engineering and administration | 24,947 | 22,742 | 93,407 | 85,095 | ||||||||||||
Operating earnings | 9,510 | 8,153 | 42,369 | 46,047 | ||||||||||||
Interest expense, net | 276 | 260 | 1,217 | 1,135 | ||||||||||||
Earnings before income taxes | 9,234 | 7,893 | 41,152 | 44,912 | ||||||||||||
Provision for income taxes | 3,751 | 1,892 | 15,214 | 15,234 | ||||||||||||
Net earnings | $ | 5,483 | $ | 6,001 | $ | 25,938 | $ | 29,678 | ||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.38 | $ | 0.42 | $ | 1.80 | $ | 2.07 | ||||||||
Diluted | $ | 0.38 | $ | 0.42 | $ | 1.80 | $ | 2.06 | ||||||||
Shares used in computation of earnings per share: | ||||||||||||||||
Basic | 14,395,715 | 14,318,479 | 14,379,267 | 14,306,505 | ||||||||||||
Diluted | 14,464,191 | 14,393,358 | 14,447,158 | 14,378,329 |
BADGER METER, INC. | ||||||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||||||
(in thousands) | ||||||||||
Assets |
December 31, | December 31, | ||||||||
2015 | 2014 | |||||||||
(Unaudited) | ||||||||||
Cash | $ | 8,163 | $ | 6,656 | ||||||
Receivables | 56,643 | 53,967 | ||||||||
Inventories | 75,996 | 71,774 | ||||||||
Other current assets | 5,926 | 4,538 | ||||||||
Total current assets | 146,728 | 136,935 | ||||||||
Net property, plant and equipment | 90,920 | 81,806 | ||||||||
Intangible assets, at cost less accumulated amortization | 57,348 | 61,672 | ||||||||
Other long-term assets | 9,906 | 13,023 | ||||||||
Goodwill | 47,978 | 47,722 | ||||||||
Total assets | $ | 352,880 | $ | 341,158 | ||||||
Liabilities and Shareholders' Equity |
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Short-term debt | $ | 71,360 | $ | 75,927 | ||||||
Payables | 16,555 | 16,059 | ||||||||
Accrued compensation and employee benefits | 9,663 | 11,901 | ||||||||
Other liabilities | 4,366 | 3,188 | ||||||||
Total current liabilities | 101,944 | 107,075 | ||||||||
Deferred income taxes | 774 | 6,399 | ||||||||
Long-term employee benefits and other | 17,887 | 13,353 | ||||||||
Shareholders' equity | 232,275 | 214,331 | ||||||||
Total liabilities and shareholders' equity | $ | 352,880 | $ | 341,158 |
CONTACT:
Badger Meter, Inc.
Dawn O’Neill, (414) 371-7276