8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 6, 2017

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 6, 2017, the Company issued a press release announcing its quarterly financial results for the 2016 fourth quarter ended December 31, 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.

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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.
Date:	February 6, 2017	By:	/s/ Richard E. Johnson
		Richard E. Johnson
		Senior Vice President – Finance and Treasurer
		Chief Financial Officer

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Exhibit Index to Current Report on Form 8-K
Dated February 6, 2017

Exhibit Number	Description
(99.1)	Badger Meter, Inc. Press Release, dated February 6, 2017.

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EX-99.1

Exhibit 99.1

Badger Meter Reports Record Sales, Earnings and Earnings Per Share for 2016

MILWAUKEE--(BUSINESS WIRE)--February 6, 2017--Badger Meter, Inc. (NYSE: BMI) today reported results for the fourth quarter and year ended December 31, 2016.

Fourth Quarter 2016 Highlights

• Net sales were $93,098,000 for the fourth quarter of 2016, a 2.8% decrease from net sales of $95,770,000 for the fourth quarter of 2015.
• Net earnings were $6,113,000 for the fourth quarter of 2016, an 11.5% increase from net earnings of $5,483,000 for the fourth quarter of 2015.
• Diluted earnings per share were $0.21 for the fourth quarter of 2016, a 10.5% increase from diluted earnings per share of $0.19 for the fourth quarter of 2015.

Full Year 2016 Highlights

• Net sales were a record $393,761,000 for 2016, a 4.3% increase from net sales of $377,698,000 for 2015.
• Net earnings were a record $32,295,000 for 2016, a 24.5% increase from net earnings of $25,938,000 for 2015.
• Diluted earnings per share were a record $1.11 for 2016, a 23.3% increase from diluted earnings per share of $0.90 for 2015.

Operations Review

“The fourth quarter of 2016 capped off a record year for net sales and earnings. Strong municipal water domestic sales helped to offset lower international sales, which tend to be sporadic, as well as continued weakness in key flow instrumentation markets including oil and gas. The gross margin for the quarter was 36%, consistent with last year. Selling, engineering and administration expenses were down slightly as we controlled costs related particularly to flow instrumentation, while continuing to invest in innovation,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter. He added that fourth quarter net earnings and earnings per share were reduced by a non-cash pre-tax pension settlement charge of $770,000 or nearly $0.02 per diluted share.

Meeusen said the record 2016 annual net sales were driven by strong demand in the domestic municipal water market and the continued migration of many water utilities to the latest industry-leading Badger Meter technologies for meters, radios and software. These include the company’s ORION^® cellular technology, E-Series^® Ultrasonic meters and BEACON^® Advanced Metering Analytics (AMA) software.

“We are very pleased with our record results for 2016. The higher net sales were primarily driven by double-digit increases in sales of our newest products, our E-Series^® meters and ORION^® cellular endpoints. The gross profit margin improved from 35.9% in 2015 to 38.2% for 2016. The increase was due to a more favorable product mix, with higher sales of newer products with stronger margins, the impact of higher volumes on plant utilization and favorable brass costs for much of the year. We finished the year with a solid 24.5% increase in net earnings,” said Meeusen. He noted that 2016 net earnings and earnings per share were reduced by a non-cash pre-tax pension settlement charges in the third and fourth quarters totaling $1.5 million or over $0.03 per diluted share.

“Badger Meter remains financially strong. Our debt-to-total capitalization ratio was 12.9% at year end, compared to 23.5% at the end of 2015. Cash generated from operations exceeded $55 million and set a new company record. We increased the quarterly cash dividend for the 24^th consecutive year and also invested in new products, product enhancements and strategic acquisitions that position us for the future,” added Meeusen.

2017 Outlook

“Despite some headwinds in material costs, 2017 is off to a good start. We are optimistic about the continued growth of our successful new products in the municipal water market and believe the flow instrumentation market may be recovering. We look forward to executing on our long-term growth strategies in the year ahead,” said Meeusen.

Conference Call and Webcast

Badger Meter management will hold a conference call to discuss the company’s fourth quarter 2016 results on Tuesday, February 7, 2017, 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 1-844-281-9843 and entering the passcode 46057671. 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 Tuesday, February 14, 2017, by dialing 1-855-859-2056 and entering the passcode 46057671. 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 and communicating 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, 2016 that include, among other things:

• the continued shift in the Company’s business from lower cost, manually read meters toward more expensive, value-added automatic meter reading (AMR) systems, advanced metering infrastructure (AMI) systems and advanced metering analytics (AMA) systems that offer more comprehensive solutions to customers’ metering needs;
• the success or failure of newer Company products;
• changes in competitive pricing and bids in both the domestic and foreign marketplaces, and particularly in continued intense price competition on government bid contracts for lower cost, manually read meters;
• the actions (or lack thereof) of the Company’s competitors;
• changes in the Company’s relationships with its alliance partners, primarily its alliance partners that provide radio solutions, and particularly those that sell products that do or may compete with the Company’s products;

• changes in the general health of the United States and foreign economies, including to some extent such things as the length and severity of global economic downturns, international or civil conflicts that affect international trade, the ability of municipal water utility customers to authorize and finance purchases of the Company’s products, the Company’s ability to obtain financing, housing starts in the United States, and overall industrial activity;
• unusual weather, weather patterns or other natural phenomena, including related economic and other ancillary effects of any such events;
• economic policy changes, including but not limited to, trade policy and corporate taxation;
• the timing and impact of government funding programs that stimulate national and global economies, as well as the impact of government budget cuts or partial shutdowns of governmental operations;
• changes in the cost and/or availability of needed raw materials and parts, such as volatility in the cost of brass castings as a result of fluctuations in commodity prices, particularly for copper and scrap metal at the supplier level, foreign-sourced electronic components as a result of currency exchange fluctuations and/or lead times, and plastic resin as a result of changes in petroleum and natural gas prices;
• the Company’s expanded role as a prime contractor for providing complete technology systems to governmental entities, which brings with it added risks, including but not limited to, the Company’s responsibility for subcontractor performance, additional costs and expenses if the Company and its subcontractors fail to meet the timetable agreed to with the governmental entity, and the Company’s expanded warranty and performance obligations;
• the Company’s ability to successfully integrate acquired businesses or products;
• changes in foreign economic conditions, particularly currency fluctuations in the United States dollar, the Euro and the Mexican peso;
• the inability to develop technologically advanced products;
• the failure of the Company’s products to operate as intended;
• the inability to protect the Company’s proprietary rights to its products;
• disruptions and other damages to information technology and other networks and operations due to breaches in data security;
• transportation delays or interruptions;
• the loss of certain single-source suppliers; and
• changes in laws and regulations, particularly laws dealing with the content or handling of materials used in the Company’s products.

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,
	2016		2015		2016		2015
	(Unaudited)				(Unaudited)
Net sales	$	93,098	$	95,770	$	393,761	$	377,698
Cost of sales		59,576		61,313		243,185		241,922
Gross margin		33,522		34,457		150,576		135,776
Selling, engineering and administration		24,427		24,947		99,811		93,407
Operating earnings		9,095		9,510		50,765		42,369
Interest expense, net		210		276		921		1,217
Earnings before income taxes		8,885		9,234		49,844		41,152
Provision for income taxes		2,772		3,751		17,549		15,214
Net earnings	$	6,113	$	5,483	$	32,295	$	25,938
Earnings per share:
Basic	$	0.21	$	0.19	$	1.12	$	0.90
Diluted	$	0.21	$	0.19	$	1.11	$	0.90
Shares used in computation of earnings per share:
Basic		28,909,740		28,791,430		28,887,479		28,758,534
Diluted		29,077,528		28,928,382		29,049,801		28,894,315

BADGER METER, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
Assets		December 31,		December 31,
		2016		2015
		(Unaudited)
Cash	$	7,338	$	8,163
Receivables		59,818		56,643
Inventories		77,701		78,596
Other current assets		6,155		5,926
Total current assets		151,012		149,328
Net property, plant and equipment		90,194		90,920
Intangible assets, at cost less accumulated amortization		51,872		57,348
Other long-term assets		7,625		9,906
Goodwill		49,314		47,978
Total assets	$	350,017	$	355,480
Liabilities and Shareholders' Equity
Short-term debt	$	37,950	$	71,360
Payables		18,350		19,155
Accrued compensation and employee benefits		13,861		9,663
Other liabilities		5,677		4,366
Total current liabilities		75,838		104,544
Deferred income taxes		2,219		774
Long-term employee benefits and other		15,751		17,887
Shareholders' equity		256,209		232,275
Total liabilities and shareholders' equity	$	350,017	$	355,480

CONTACT:
Badger Meter, Inc.
Dawn O’Neill, (414) 371-7276