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):	April 17, 2019

Badger Meter, Inc.
(Exact name of registrant as specified in its 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, including zip code)

           (414) 355-0400           
(Registrant’s telephone number, including area code)

           Not Applicable           
(Former name or former address, if changed since last report)

_______________________

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 April 17, 2019, Badger Meter, Inc. (the “Company”) issued a press release announcing its quarterly financial results for the 2019 first quarter ended March 31, 2019.

A copy of the press release issued by the Company announcing the foregoing is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits. The exhibit furnished herewith is as listed in the accompanying Exhibit Index.

EXHIBIT INDEX

Exhibit No.	Description
(99.1)	Badger Meter, Inc. Press Release, dated April 17, 2019.

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:  April 17, 2019	By:	/s/ Robert A. Wrocklage
		Robert A. Wrocklage
		Vice President – Finance, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Badger Meter Reports First Quarter 2019 Results

MILWAUKEE--(BUSINESS WIRE)--April 17, 2019--Badger Meter, Inc. (NYSE: BMI) today reported results for the first quarter ended March 31, 2019.

First Quarter 2019 Highlights

• Net sales for the first quarter of 2019 were $104.9 million, level with the prior year’s sales of $105.0 million in the first quarter of 2018.
• Net earnings and diluted earnings per share (EPS) were $10.8 million and $0.37, respectively, compared to $7.5 million and $0.26 in the comparable prior year period, a 42% year-over-year EPS increase.
• $17.8 million of cash provided by operations representing strong earnings conversion.
• Announced meaningful technology wins with Columbia, SC and Aurora, CO which demonstrate the increasing market acceptance for cellular as the standard Advanced Metering Infrastructure (AMI) solution of choice for water utilities.

First Quarter Operating Results

“While we experienced outstanding improvement in profitability year-over-year, our first quarter sales were modestly impacted by inclement weather and deferred orders by customers awaiting our next generation large static meters and LTE-M radio products. This typical uneven demand pattern does not deter our view on the overall market environment which remains solid, as evidenced by the two sizable smart water contract awards we recently announced with Columbia, SC and Aurora, CO,” said Kenneth C. Bockhorst, President and Chief Executive Officer of Badger Meter.

Municipal water sales increased 1% over the prior year. Extreme weather during the early part of the quarter, coupled with customers’ deliberate deferral of orders to obtain the latest version of advanced technology products including the commercial E-Series^® Ultrasonic water meters and ORION^® Cellular endpoints impacted the timing of orders and shipments. Sales of flow instrumentation products were 3% lower year-over-year, with unfavorable foreign currency rate changes negatively impacting the comparison, while further channel penetration in key target markets were offset by lower sales in certain de-emphasized end markets.

Operating margins improved 420 basis points year-over-year to 13.7% in the first quarter of 2019 from 9.5% in the comparable prior year quarter. Gross profit margins were strong at 38.6%, a 360 basis point increase over the prior year’s 35.0% despite the flat sales volume. Gross profit benefitted from both positive sales mix and price/cost dynamics. In addition, the prior year included facility shutdown costs which did not reoccur.

Selling, engineering and administration (“SEA”) expenses in the first quarter of 2019 of $26.1 million were slightly lower than the prior year’s $26.8 million, and as a percent of sales, SEA leverage improved 60 basis points. The tax rate of 23.5% was slightly higher than the prior year’s 22.2%.

Bockhorst continued, “Overall, I am pleased with the market recognition and adoption of our leading technologies, our profit expansion and the ongoing focus on continuous improvement. I want to thank the entire Badger Meter team for their efforts and dedication to serving customers and enhancing profitability.”

Outlook

“Our backlog and order rates remain solid, underscored by a high level of interest in our proven, innovative smart water solutions, including our newly launched larger size E-Series Ultrasonic meters and ORION Cellular LTE-M radios. We continue to leverage our expanded technology offerings across our extensive installed base, delivering significant value to our customers.” Bockhorst concluded, “We have a healthy balance sheet for potential tuck-in acquisitions aligned with our key growth initiatives, and we are well-positioned to deliver improving sales and earnings growth while helping to preserve the world’s most precious resource.”

Conference Call and Webcast Information

Badger Meter management will hold a conference call to discuss the company’s first quarter 2019 results today, Wednesday April 17, 2019 at 10:00 AM Central/11:00 AM Eastern time. The call and related presentation can be accessed via webcast through the Investor section of our website or by dialing 1-877-823-9761 (US) or 1-647-689-5327 (International) and entering the passcode 7373619. The webcast will be archived on the company’s website until its next earnings release.

Safe Harbor Statement

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 statements. The company’s results are also subject to general economic conditions, variation in demand from customers, continued market acceptance of new products, the successful integration of acquisitions, competitive pricing and operating efficiencies, supply chain risk, material and labor cost increases, tax reform and foreign currency risk. See the company’s Form 10-K filed with the Securities and Exchange Commission for further information regarding risk factors. Badger Meter disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

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.

BADGER METER, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except share and earnings per share data)
		Three Months Ended
		March 31,		March 31,
		2019		2018
		(Unaudited)		(Unaudited)
Net sales		$	104,881	$	105,041
Cost of sales			64,424		68,293
Gross margin			40,457		36,748
Selling, engineering and administration			26,130		26,774
Operating earnings			14,327		9,974
Interest expense, net			129		290
Other pension and postretirement costs (benefits)			47		(19	)
Earnings before income taxes			14,151		9,703
Provision for income taxes			3,327		2,157
Net earnings		$	10,824	$	7,546
Earnings per share:
	Basic	$	0.37	$	0.26
	Diluted	$	0.37	$	0.26
Shares used in computation of earnings per share:
	Basic		29,028,964		28,932,787
	Diluted		29,238,624		29,150,046

BADGER METER, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
	Assets	March 31,		December 31,
		2019		2018
		(Unaudited)
Cash		$	15,033	$	13,086
Receivables			68,095		66,300
Inventories			80,554		80,804
Other current assets			7,541		4,469
Total current assets			171,223		164,659
Net property, plant and equipment			89,282		90,321
Intangible assets, at cost less accumulated amortization			53,534		55,418
Other long-term assets			17,952		11,035
Goodwill			71,258		71,258
Total assets		$	403,249	$	392,691
	Liabilities and Shareholders' Equity
Short-term debt		$	10,980	$	18,060
Payables			25,983		22,469
Accrued compensation and employee benefits			9,583		13,768
Other current liabilities			11,378		5,718
Total current liabilities			57,924		60,015
Deferred income taxes			3,217		3,332
Long-term employee benefits and other			33,495		25,841
Shareholders' equity			308,613		303,503
Total liabilities and shareholders' equity		$	403,249	$	392,691

BADGER METER, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
	Three Months Ended
	March 31,			March 31,
	2019			2018
	(Unaudited)			(Unaudited)
Operating activities:
Net earnings	$	10,824		$	7,546
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation		2,978			3,175
Amortization		3,264			3,537
Deferred income taxes		(1	)		1
Noncurrent employee benefits		117			94
Stock-based compensation expense		265			471
Changes in:
Receivables		(1,943	)		(4,919	)
Inventories		166			265
Payables		4,540			(4,479	)
Prepaid expenses and other assets		(2,101	)		(1,586	)
Other liabilities		(294	)		2,670
Total adjustments		6,991			(771	)
Net cash provided by operations		17,815			6,775
Investing activities:
Property, plant and equipment expenditures		(2,160	)		(3,043	)
Net cash used for investing activities		(2,160	)		(3,043	)
Financing activities:
Net (decrease) increase short-term debt		(7,000	)		3,500
Payment of contingent acquisition consideration		(1,000	)		-
Dividends paid		(4,357	)		(3,770	)
Proceeds from exercise of stock options		471			231
Repurchase of treasury stock		(1,873	)		(1,619	)
Issuance of treasury stock		52			65
Net cash used for financing activities		(13,707	)		(1,593	)
Effect of foreign exchange rates on cash		(1	)		229
Increase in cash		1,947			2,368
Cash - beginning of period		13,086			11,164
Cash - end of period	$	15,033		$	13,532

CONTACT:
Karen Bauer at (414) 371-7276
kbauer@badgermeter.com