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
20, 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 July 20, 2016, the Company issued a press release announcing its quarterly financial results for the 2016 second quarter ended June 30, 2016.
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: | July 20, 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 July
20, 2016
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated July 20, 2016. |
-4-
Exhibit 99.1
Badger Meter Reports Record Second Quarter Results
Sales set new all-time record for any quarter; earnings and EPS set new second quarter records
MILWAUKEE--(BUSINESS WIRE)--July 20, 2016--Badger Meter, Inc. (NYSE: BMI) today reported record results for the second quarter ended June 30, 2016.
Second Quarter 2016 Highlights
First Half 2016 Highlights
Operations Review
“Our strong second quarter performance was driven by higher sales of residential and commercial municipal water products, particularly sales of commercial metering products and technology solutions which were up significantly over the second quarter of last year,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
“Sales of our newest municipal water products continue to grow at a fast pace. Sales of both our BEACON® Advanced Metering Analytics (AMA) solution with ORION® cellular technology and our E-Series® Ultrasonic meters increased substantially in the second quarter,” said Meeusen.
“Building on our history of product innovation, we introduced our new E-Series® Ultrasonic Plus meter at the recent American Water Works Association (AWWA) annual conference in Chicago. This newest addition to our E-Series product family features a patented flow restriction valve that enables water utility operators to open, close and partially close the valve from the utility office or other location, saving time and money for the utility. The new meter, which offers the only patented flow restriction valve in the market, was well received by customers who viewed the on-site demonstration,” said Meeusen.
Meeusen said the higher second quarter municipal water product sales more than offset lower sales of flow instrumentation products, which continued to be impacted by softness in the industrial markets the company serves.
“The gross profit margin was 37.9% in the second quarter of 2016, compared to 35.5% for the same quarter last year. The improvement reflected the higher sales volumes and lower brass prices,” added Meeusen.
Conference Call and Webcast
Badger Meter management will host a conference call to discuss the company’s 2016 second quarter results on Thursday, July 21, 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 33447247. 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 Thursday, July 28, 2016, by dialing 1-855-859-2056 and entering the passcode 33447247. 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, 2015 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. |
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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, | ||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
Net sales | $103,820 | $98,896 | $204,390 | $182,540 | |||||||||
Cost of sales | 64,424 | 63,753 | 125,983 | 117,322 | |||||||||
Gross margin | 39,396 | 35,143 | 78,407 | 65,218 | |||||||||
Selling, engineering and administration | 24,474 | 22,961 | 50,679 | 45,983 | |||||||||
Operating earnings | 14,922 | 12,182 | 27,728 | 19,235 | |||||||||
Interest expense, net |
|
228 |
|
319 | 498 | 636 | |||||||
Earnings before income taxes | 14,694 | 11,863 | 27,230 | 18,599 | |||||||||
Provision for income taxes | 5,294 | 3,962 | 9,840 | 6,471 | |||||||||
Net earnings | $9,400 | $7,901 | $17,390 | $12,128 | |||||||||
Earnings per share: | |||||||||||||
Basic |
|
$0.65 | $0.55 | $1.20 | $0.84 | ||||||||
Diluted |
|
$0.65 | $0.55 | $1.20 | $0.84 | ||||||||
Shares used in computation of earnings per share: | |||||||||||||
Basic |
|
14,443,539 | 14,379,450 | 14,434,397 | 14,361,464 | ||||||||
Diluted |
|
14,525,705 | 14,443,266 | 14,514,196 | 14,434,560 |
BADGER METER, INC. | ||||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||||
(in thousands) | ||||||||
Assets |
June 30, | December 31, | ||||||
2016 | 2015 | |||||||
(Unaudited) | ||||||||
Cash | $ | 7,356 | $ | 8,163 | ||||
Receivables | 61,326 | 56,643 | ||||||
Inventories | 80,715 | 78,596 | ||||||
Other current assets | 5,505 | 5,926 | ||||||
Total current assets | 154,902 | 149,328 | ||||||
Net property, plant and equipment | 90,753 | 90,920 | ||||||
Intangible assets, at cost less accumulated amortization | 54,328 | 57,348 | ||||||
Other long-term assets | 9,832 | 9,906 | ||||||
Goodwill | 47,978 | 47,978 | ||||||
Total assets | $ | 357,793 | $ | 355,480 | ||||
Liabilities and Shareholders' Equity |
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Short-term debt | $ | 53,590 | $ | 71,360 | ||||
Payables | 22,175 | 19,155 | ||||||
Accrued compensation and employee benefits | 11,142 | 9,663 | ||||||
Other liabilities | 6,972 | 4,366 | ||||||
Total current liabilities | 93,879 | 104,544 | ||||||
Long-term employee benefits and other | 18,001 | 18,661 | ||||||
Shareholders' equity | 245,913 | 232,275 | ||||||
Total liabilities and shareholders' equity | $ | 357,793 | $ | 355,480 |
CONTACT:
Badger Meter, Inc.
Dawn O’Neill, (414) 371-7276