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, 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. |
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On July 20, 2017, the Company issued a press release announcing its quarterly financial results for the 2017 second quarter ended June 30, 2017. |
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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. |
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Not applicable. |
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(b) |
Pro Forma Financial Information. |
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Not applicable. |
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(c) |
Shell Company Transactions. |
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Not applicable. |
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(d) |
Exhibits. |
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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, 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 July 20, 2017
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated July 20, 2017. |
Exhibit 99.1
Badger Meter Reports Record Second Quarter 2017 Results
Net sales, earnings and EPS set new all-time records
MILWAUKEE--(BUSINESS WIRE)--July 20, 2017--Badger Meter, Inc. (NYSE: BMI) today reported record second quarter results for the quarter ended June 30, 2017.
Second Quarter 2017 Highlights
First Half 2017 Highlights
Operations Review
“We are pleased that we set new all-time records for net sales, net earnings and diluted earnings per share, especially coming after a record second quarter performance last year,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
“Our second quarter domestic residential and commercial municipal water product sales were essentially flat year-over-year as some customers delayed orders to take advantage of the latest advancement in our ORION® Cellular technology, the ORION Cellular Long-Term Evolution (LTE) endpoint, which we began shipping in June 2017. This first-to-market LTE cellular endpoint not only provides the latest cellular technology to new customers, but also enables the company’s existing ORION® Cellular customers to continue building out their system with the newer LTE networks,” explained Meeusen.
“Our new ORION Cellular LTE endpoint is the latest example of how Badger Meter is always working to be at the forefront of advanced metering technology and analytics that will ensure our customers remain current with the latest advances in cellular communications,” said Meeusen.
Meeusen also said domestic sales of flow instrumentation products increased in the second quarter, but were partially offset by fewer international projects. “We were pleased to see the long-awaited recovery of our oil and gas business during this quarter,” commented Meeusen.
The company further strengthened its presence in the ultrasonic flowmeter market with the acquisition of D-Flow Technology AB of Luleå, Sweden in the second quarter. D-Flow Technology specializes in the design and development of ultrasonic technology, primarily for use in flow measurement. The acquisition will allow Badger Meter to further enhance its successful E-Series® Ultrasonic product line, lower production costs and provide a platform for further advancement of its ultrasonic capabilities. D-Flow Technology’s facilities in Sweden will become a Badger Meter Technology Center.
“The integration of D-Flow Technology’s operations is on schedule and we have begun an accelerated project to develop E-Series® Ultrasonic meters for commercial applications, which will extend our family of ultrasonic meters into larger sizes. We are already seeing the benefits of this ultrasonic technology expertise,” said Meeusen.
Meeusen said the gross profit margin was 39.4% in the second quarter of 2017 compared to 37.9% in the prior year quarter. Pricing discipline, manufacturing cost controls and the company’s strategy to acquire or consolidate much of its distribution network helped to offset the headwinds of higher brass costs.
Selling, engineering and administration expenses were essentially the same as the second quarter of 2016, primarily due to staffing reductions in the flow instrumentation business that occurred in the second half of 2016 and lower health care expenses.
“With two consecutive record-setting quarters behind us, we continue to be optimistic about the remainder of the year,” added Meeusen.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s second quarter 2017 results on Friday, July 21, 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 36580283. 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, July 28, 2017, by dialing 1-855-859-2056 and entering the passcode 36580283. 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 | Six Months Ended | |||||||||
June 30, | June 30, | June 30, | June 30, | |||||||
2017 | 2016 | 2017 | 2016 | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
Net sales | $104,176 | $103,820 | $205,782 | $204,390 | ||||||
Cost of sales | 63,122 | 64,424 | 126,078 | 125,983 | ||||||
Gross margin | 41,054 | 39,396 | 79,704 | 78,407 | ||||||
Selling, engineering and administration | 24,463 | 24,474 | 49,644 | 50,679 | ||||||
Operating earnings | 16,591 | 14,922 | 30,060 | 27,728 | ||||||
Interest expense, net | 147 | 228 | 325 | 498 | ||||||
Earnings before income taxes | 16,444 | 14,694 | 29,735 | 27,230 | ||||||
Provision for income taxes | 5,830 | 5,294 | 10,372 | 9,840 | ||||||
Net earnings | $10,614 | $9,400 | $19,363 | $17,390 | ||||||
Earnings per share: | ||||||||||
Basic | $0.37 | $0.33 | $0.67 | $0.60 | ||||||
Diluted | $0.36 | $0.32 | $0.67 | $0.60 | ||||||
Shares used in computation of earnings per share: | ||||||||||
Basic | 28,938,451 | 28,887,078 | 28,938,851 | 28,868,794 | ||||||
Diluted | 29,097,820 | 29,051,409 | 29,109,675 | 29,028,391 | ||||||
BADGER METER, INC. | |||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | |||||||
(in thousands) | |||||||
Assets |
June 30, | December 31, | |||||
2017 | 2016 | ||||||
(Unaudited) | |||||||
Cash | $ | 13,850 | $ | 7,338 | |||
Receivables | 64,426 | 59,818 | |||||
Inventories | 73,888 | 77,701 | |||||
Other current assets | 4,335 | 6,155 | |||||
Total current assets | 156,499 | 151,012 | |||||
Net property, plant and equipment | 91,458 | 90,194 | |||||
Intangible assets, at cost less accumulated amortization | 60,027 | 51,872 | |||||
Other long-term assets | 9,606 | 7,307 | |||||
Goodwill | 61,156 | 49,314 | |||||
Total assets | $ | 378,746 | $ | 349,699 | |||
Liabilities and Shareholders' Equity |
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Short-term debt | $ | 45,560 | $ | 37,950 | |||
Payables | 23,891 | 18,350 | |||||
Accrued compensation and employee benefits | 11,116 | 13,861 | |||||
Other liabilities | 9,705 | 5,677 | |||||
Total current liabilities | 90,272 | 75,838 | |||||
Deferred income taxes | 1,638 | 1,901 | |||||
Long-term employee benefits and other | 17,430 | 15,751 | |||||
Shareholders' equity | 269,406 | 256,209 | |||||
Total liabilities and shareholders' equity | $ | 378,746 | $ | 349,699 | |||
CONTACT:
Badger Meter, Inc.
Dawn O’Neill, (414) 371-7276