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
19, 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 |
(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 19, 2017, the Company issued a press release announcing its quarterly financial results for the 2017 first quarter ended March 31, 2017. | |
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 19, 2017 | By: |
/s/ Richard E. Johnson |
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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
19, 2017
Exhibit Number |
Description |
(99.1) |
Badger Meter, Inc. Press Release, dated April 19, 2017. |
-3-
Exhibit 99.1
Badger Meter Reports Record First Quarter 2017 Results
Net sales, earnings and EPS set new first quarter records
MILWAUKEE--(BUSINESS WIRE)--April 19, 2017--Badger Meter, Inc. (NYSE: BMI) today reported record first quarter results for the quarter ended March 31, 2017.
First Quarter 2017 Highlights
Operations Review
“This was an excellent quarter for Badger Meter. Our net sales, net earnings and diluted earnings per share set new first quarter records, despite a challenging comparison against our record first quarter performance last year,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
Meeusen said sales of domestic residential and commercial municipal water products were up over the first quarter of the prior year, driven by the company’s leading technologies for meters, radios and software.
“Sales of our E-Series® Ultrasonic meters, ORION® Cellular radios and BEACON® Advanced Metering Analytics (AMA) managed solution were all up over last year’s strong first quarter. We are especially encouraged by the growing customer acceptance of our ultrasonic solid-state metering technology,” said Meeusen.
“Sales of our flow instrumentation products were essentially flat year-over-year due to a number of large projects in last year’s first quarter, which were partially offset by a modest recovery in the oil and gas market,” said Meeusen.
Meeusen said the gross profit margin was 38.0% in the first quarter of 2017 compared to 38.8% in the prior year quarter, as the headwinds of higher brass costs were somewhat offset by a stronger product mix. Selling, engineering and administration expenses decreased 3.9% in the first quarter of 2017, primarily due to lower employee compensation costs and reduced staffing levels.
“We are pleased to start 2017 with a strong first quarter that topped the previous records set last year. We look forward to another good year for Badger Meter,” added Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s first quarter 2017 results on Thursday, April 20, 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 86879583. 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, April 27, 2017, by dialing 1-855-859-2056 and entering the passcode 86879583. 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, 2016 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, online 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, | |||
2017 | 2016 | |||
(Unaudited) | (Unaudited) | |||
Net sales | $101,606 | $100,570 | ||
Cost of sales | 62,956 | 61,559 | ||
Gross margin | 38,650 | 39,011 | ||
Selling, engineering and administration | 25,181 | 26,205 | ||
Operating earnings | 13,469 | 12,806 | ||
Interest expense, net | 178 | 270 | ||
Earnings before income taxes | 13,291 | 12,536 | ||
Provision for income taxes | 4,542 | 4,546 | ||
Net earnings | $8,749 | $7,990 | ||
Earnings per share: | ||||
Basic | $0.30 | $0.28 | ||
Diluted | $0.30 | $0.28 | ||
Shares used in computation of earnings per share: | ||||
Basic | 28,900,702 | 28,842,500 | ||
Diluted | 29,082,981 | 28,997,364 |
BADGER METER, INC. | ||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||
(in thousands) | ||||||
Assets |
March 31, | December 31, | ||||
2017 | 2016 | |||||
(Unaudited) | ||||||
Cash |
$ |
11,311 |
$ | 7,338 | ||
Receivables | 65,959 | 59,818 | ||||
Inventories | 70,297 | 77,701 | ||||
Other current assets | 4,635 | 6,155 | ||||
Total current assets | 152,202 | 151,012 | ||||
Net property, plant and equipment | 91,089 | 90,194 | ||||
Intangible assets, at cost less accumulated amortization | 50,340 | 51,872 | ||||
Other long-term assets | 10,625 | 7,307 | ||||
Goodwill | 49,314 | 49,314 | ||||
Total assets | $ | 353,570 | $ | 349,699 | ||
Liabilities and Shareholders' Equity |
||||||
Short-term debt | $ | 38,156 | $ | 37,950 | ||
Payables | 21,610 | 18,350 | ||||
Accrued compensation and employee benefits | 9,041 | 13,861 | ||||
Other liabilities | 6,697 | 5,677 | ||||
Total current liabilities | 75,504 | 75,838 | ||||
Deferred income taxes | 2,118 | 1,901 | ||||
Long-term employee benefits and other | 15,088 | 15,751 | ||||
Shareholders' equity | 260,860 | 256,209 | ||||
Total liabilities and shareholders' equity | $ | 353,570 | $ | 349,699 |
CONTACT:
Badger Meter
Dawn O’Neill, (414) 371-7276