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) October
16, 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞
Item 2.02 |
Results of Operations and Financial Condition. |
On October 16, 2017, the Company issued a press release announcing its quarterly financial results for the 2017 third quarter ended September 30, 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. |
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(a) |
Financial Statements of Business Acquired. |
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Not applicable. | ||
(b) |
Pro Forma Financial Information. |
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Not applicable. | ||
(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.
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BADGER METER, INC. |
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Date: | October 16, 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 October
16, 2017
Exhibit Number |
Description |
|
-3-
Exhibit 99.1
Badger Meter Reports Third Quarter 2017 Results
MILWAUKEE--(BUSINESS WIRE)--October 16, 2017--Badger Meter, Inc. (NYSE: BMI) today reported third quarter results for the quarter ended September 30, 2017.
Third Quarter 2017 Highlights
First Nine Months of 2017 Highlights
Operations Review
“Our performance this quarter, which included record net sales for any third quarter, further solidifies our optimism for the future,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter. “While the industry overall has experienced some softening, our performance has remained steady, led by significant growth in our E-Series® Ultrasonic meters and ORION® Cellular technology, as well as ongoing acceptance of our BEACON® Advanced Metering Analytics (AMA) managed solution. In addition, sales of our Flow Instrumentation products continued to improve as we saw significant increases across most of our product lines, including valves, magnetic meters and meters for the oil and gas market.”
Net earnings for the quarter were impacted by higher brass costs, as well as other costs. This resulted in a gross profit margin of 37.0% for the third quarter of 2017 compared to 40.1% in the third quarter of 2016.
“Several major municipal water projects initially slated for the third quarter are now expected in the future, as customers upgrade their systems to take advantage of our new ORION Cellular LTE technology. We believe that the strength of our newest products and the rebound in industrial markets including oil and gas position us to end the year strong and head into the new year with a favorable tailwind. Our confidence is buttressed by our strong financial position and is reflected in our 25th consecutive year of increases in the quarterly cash dividend,” said Meeusen.
In September, the company announced the appointment of Kenneth Bockhorst to the newly created position of senior vice president and chief operating officer. Bockhorst officially joined Badger Meter on October 11, 2017, from Actuant Corporation (NYSE: ATU), where he previously served as executive vice president of the company’s energy segment. He brings a wealth of knowledge in global manufacturing and continuous improvement to this new role at Badger Meter, as well as extensive experience in delivering high-quality products and services in a competitive global environment.
Conference Call and Webcast
Badger Meter management will hold a conference call to discuss the company’s third quarter 2017 results on Tuesday, October 17, 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 76808965. 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, October 24, 2017, by dialing 1-855-859-2056 and entering the passcode 76808965. 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 | Nine Months Ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
2017 | 2016 | 2017 | 2016 | |||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||
Net sales | $ | 100,008 | $ | 96,273 | $ | 305,790 | $ | 300,663 | ||||
Cost of sales | 62,969 | 57,626 | 189,047 | 183,609 | ||||||||
Gross margin | 37,039 | 38,647 | 116,743 | 117,054 | ||||||||
Selling, engineering and administration | 24,628 | 24,705 | 74,272 | 75,384 | ||||||||
Operating earnings | 12,411 | 13,942 | 42,471 | 41,670 | ||||||||
Interest expense, net | 242 | 213 | 567 | 711 | ||||||||
Earnings before income taxes | 12,169 | 13,729 | 41,904 | 40,959 | ||||||||
Provision for income taxes | 4,194 | 4,937 | 14,566 | 14,777 | ||||||||
Net earnings | $ | 7,975 | $ | 8,792 | $ | 27,338 | $ | 26,182 | ||||
Earnings per share: | ||||||||||||
Basic | $ | 0.28 | $ | 0.30 | $ | 0.94 | $ | 0.91 | ||||
Diluted | $ | 0.27 | $ | 0.30 | $ | 0.94 | $ | 0.90 | ||||
Shares used in computation of earnings per share: | ||||||||||||
Basic | 28,939,292 | 28,898,526 | 28,939,940 | 28,879,307 | ||||||||
Diluted | 29,118,048 | 29,060,832 | 29,113,408 | 29,039,807 | ||||||||
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BADGER METER, INC. | ||||||
CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||
(in thousands) | ||||||
Assets |
September 30, | December 31, | ||||
2017 | 2016 | |||||
(Unaudited) | ||||||
Cash | $ | 13,394 | $ | 7,338 | ||
Receivables | 68,884 | 59,818 | ||||
Inventories | 77,010 | 77,701 | ||||
Other current assets | 3,968 | 6,155 | ||||
Total current assets | 163,256 | 151,012 | ||||
Net property, plant and equipment | 93,142 | 90,194 | ||||
Intangible assets, at cost less accumulated amortization | 57,835 | 51,872 | ||||
Other long-term assets | 10,704 | 7,307 | ||||
Goodwill | 61,156 | 49,314 | ||||
Total assets | $ | 386,093 | $ | 349,699 | ||
Liabilities and Shareholders' Equity |
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Short-term debt | $ | 44,970 | $ | 37,950 | ||
Payables | 27,136 | 18,350 | ||||
Accrued compensation and employee benefits | 13,779 | 13,861 | ||||
Other liabilities | 6,609 | 5,677 | ||||
Total current liabilities | 92,494 | 75,838 | ||||
Deferred income taxes | 1,618 | 1,901 | ||||
Long-term employee benefits and other | 17,851 | 15,751 | ||||
Shareholders' equity | 274,130 | 256,209 | ||||
Total liabilities and shareholders' equity | $ | 386,093 | $ | 349,699 | ||
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CONTACT:
Badger Meter, Inc.
Dawn O’Neill, (414) 371-7276