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)
January 26, 2024
 
 
 
 
 
 
BADGER METER INC
(Exact name of registrant as specified in its charter)
 
Wisconsin 
 
001-06706
 
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  Trading Symbol(s)
  Name of each exchange on which registered
Common Stock
  BMI
  New York Stock Exchange

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 January 26, 2024, Badger Meter, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2023.
 
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
 
 

 
 




 
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: January 26, 2024
By:
/s/ Robert A. Wrocklage
 
 
 
Robert A. Wrocklage
 
 
 
Senior Vice President – Chief Financial Officer
 


Exhibit 99.1

Badger Meter Reports Fourth Quarter and Full Year 2023 Financial Results

MILWAUKEE--(BUSINESS WIRE)--January 26, 2024--Badger Meter, Inc. (NYSE: BMI) today reported results for the fourth quarter and full year ended December 31, 2023.

Fourth Quarter 2023 Highlights

  • Total sales of $182.4 million, 24% higher than the prior year’s $147.3 million.
  • Operating profit increased 43% year-over-year, with operating profit margins expanding 230 basis points to 17.6% from 15.3%.
  • Diluted earnings per share (EPS) increased 40% to $0.84, up from $0.60 in the comparable prior year quarter.
  • Record cash flow with $37.9 million in net cash provided by operations, increasing 28% over the prior year.

Full Year 2023 Highlights

  • Record total sales of $703.6 million, 24% higher than the prior year’s $565.6 million.
  • Software sales exceeded $42 million, increasing 27% year-over-year.
  • Operating profit margins improved 140 basis points over the prior year to 16.8%.
  • Diluted EPS increased 39% to a record $3.14, up from $2.26 in the prior year.
  • Record cash flow with $110.1 million in net cash provided by operations.

Kenneth C. Bockhorst, Chairman, President and Chief Executive Officer, stated, “Our strong fourth quarter results capped off a stellar 2023 with continuing robust demand and operational execution. We delivered 24% sales growth in the fourth quarter with record operating profit margins of 17.6% and record cash flow. Shortly after year-end, we completed the tuck-in acquisition of select remote water monitoring assets, expanding the breadth of our smart water offerings in line with our strategic objectives. I want to thank the Badger Meter team for delivering another year of exceptional performance driven by their unrelenting commitment to our customers.”

Fourth Quarter Operating Results

Utility water sales increased 28% year-over-year with strong growth across the broad suite of digital smart water solutions. This includes robust adoption rates for our cellular AMI offering, including higher ORION® Cellular endpoint and BEACON® Software as a Service (SaaS) revenues, as well as increased E-Series® Ultrasonic meters sales. Higher water quality and pressure monitoring sales also contributed to the year-over-year sales increase.


Sales of flow instrumentation products were up slightly year-over-year, the result of steady order demand across the water-focused end markets including wastewater and HVAC, which offset anticipated modest sales declines in the de-emphasized general industrial markets.

Operating earnings increased an exceptional 43% year-over-year, with operating profit margins expanding 230 basis points to a record 17.6% in the fourth quarter of 2023, up from the prior year’s 15.3%. Gross margin dollars increased $14.5 million year-over-year, and gross margin as a percent of sales was 39.2%, an increase of 50 basis points over the comparable prior year quarter. Gross margins continue to benefit from higher volumes and structural positive sales mix trends.

Selling, engineering and administrative (SEA) expenses in the fourth quarter of 2023 were $39.4 million, with SEA as a percent of sales improving 180 basis points to 21.6% versus 23.4% in the comparable prior year quarter. The $4.9 million year-over-year increase in SEA spend included higher personnel-related costs such as headcount, salaries, and management incentives as well as the addition of Syrinix, including the associated intangible asset amortization.

The tax rate for the fourth quarter of 2023 was 26.1% compared to 23.4% in the prior year comparable quarter. EPS was a record $0.84, up 40% compared to $0.60 in the comparable prior year period.

Full Year Recap and Outlook

Bockhorst continued, “In 2023, Badger Meter continued to build on our track record of differentiated performance, delivering 24% year-over-year sales growth, record operating profit margins and a 39% increase in EPS. Our strategic actions, including continued investments in hardware and software innovation, incremental manufacturing capacity and tuck-in acquisitions have enabled us to further capitalize on the robust demand for our comprehensive and tailorable digital water management offerings. These customized solutions deliver efficiency, resiliency, and sustainability for customers to address the variety of persistent challenges facing the water industry.

“For 2024 and beyond, we remain committed to the formula that has driven our success - focusing on our customers, offering innovative and differentiated technologies, and driving operational excellence. This proven blueprint, coupled with our resilient order pace, robust bid funnel and backlog, give us confidence in our ability to grow sales and earnings year-over-year.”

Bockhorst concluded, “We believe we are well-positioned with the right strategies, ample capital and an exceptional team to continue to drive strong shareholder returns while protecting the world’s most precious resource.”

Conference Call and Webcast Information

Badger Meter management will hold a conference call to discuss the Company’s fourth quarter and full year 2023 results today, Friday January 26, 2024 at 10:00 AM Central/11:00 AM Eastern time. The webcast and related presentation can be accessed via the Investor section of the Company’s website. Individuals wishing to participate in the call should use this online registration link: https://www.netroadshow.com/events/login?show=aac253b1&confId=59366


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 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission for further information regarding risk factors, which are incorporated herein by reference. 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

With more than a century of water technology innovation, Badger Meter is a global provider of industry leading water solutions encompassing flow measurement, quality and other system parameters. These offerings provide our customers with the data and analytics essential to optimize their operations and contribute to the sustainable use and protection of the world’s most precious resource. 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 December 31,

 

Twelve Months Ended December 31,


 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 


(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 








 
Net sales

$

182,440

 


$

147,324

 


$

703,592

 


$

565,568

 








 
Cost of sales

 

110,975

 


 

90,359

 


 

427,154

 


 

345,598

 








 
Gross margin

 

71,465

 


 

56,965

 


 

276,438

 


 

219,970

 








 
Selling, engineering and administration

 

39,386

 


 

34,491

 


 

158,389

 


 

132,675

 








 
Operating earnings

 

32,079

 


 

22,474

 


 

118,049

 


 

87,295

 








 
Interest income, net

 

(1,398

)


 

(465

)


 

(4,047

)


 

(552

)

Other pension and postretirement costs

 

33

 


 

33

 


 

130

 


 

130

 








 
Earnings before income taxes

 

33,444

 


 

22,906

 


 

121,966

 


 

87,717

 








 
Provision for income taxes

 

8,723

 


 

5,367

 


 

29,368

 


 

21,221

 








 
Net earnings

$

24,721

 


$

17,539

 


$

92,598

 


$

66,496

 








 
Earnings per share:













 
Basic

$

0.84

 


$

0.60

 


$

3.16

 


$

2.28

 








 
Diluted

$

0.84

 


$

0.60

 


$

3.14

 


$

2.26

 








 
Shares used in computation of earnings per share:













 
Basic

 

29,305,864

 


 

29,230,963

 


 

29,284,396

 


 

29,218,486

 








 
Diluted

 

29,471,418

 


 

29,406,499

 


 

29,455,557

 


 

29,376,077

 


BADGER METER, INC.




 
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)




 




 

Assets


December 31,

 

December 31,



 

2023

 

 

2022



(Unaudited)





 
Cash and cash equivalents

$

191,782


$

138,052

Receivables

 

83,507


 

76,651

Inventories

 

153,674


 

119,856

Other current assets

 

13,214


 

13,273

Total current assets

 

442,177


 

347,832





 
Net property, plant and equipment

 

73,878


 

73,542

Intangible assets, at cost less accumulated amortization

 

53,737


 

53,607

Other long-term assets

 

33,964


 

26,805

Goodwill

 

113,163


 

101,261

Total assets

$

716,919


$

603,047





 




 

Liabilities and Shareholders' Equity








 
Payables

$

81,807


$

71,440

Accrued compensation and employee benefits

 

29,871


 

20,513

Other current liabilities

 

20,270


 

18,359

Total current liabilities

 

131,948


 

110,312





 
Deferred income taxes

 

5,061


 

4,648

Long-term employee benefits and other

 

63,428


 

45,665

Shareholders' equity

 

516,482


 

442,422

Total liabilities and shareholders' equity

$

716,919


$

603,047


BADGER METER, INC.









 
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)









 









 


Three Months Ended December 31,

 

Twelve Months Ended December 31,




 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 




(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 


Operating activities:








Net earnings

$

24,721

 


$

17,539

 


$

92,598

 


$

66,496

 











 
Adjustments to reconcile net earnings to net cash provided by operations:














 
Depreciation

 

2,837

 


 

2,677

 


 

10,937

 


 

11,090

 


Amortization

 

4,353

 


 

3,403

 


 

17,173

 


 

15,151

 


Deferred income taxes

 

(9,249

)


 

(5,643

)


 

(9,650

)


 

(5,619

)


Noncurrent employee benefits

 

(64

)


 

(510

)


 

(338

)


 

(648

)


Stock-based compensation expense

 

1,225

 


 

978

 


 

5,188

 


 

3,148

 


Changes in:








Receivables

 

5,504

 


 

7,532

 


 

(6,351

)


 

(11,328

)


Inventories

 

(4,839

)


 

(4,814

)


 

(32,467

)


 

(21,021

)


Payables

 

(3,776

)


 

4,137

 


 

8,506

 


 

28,007

 


Prepaid expenses and other assets

 

267

 


 

(1,152

)


 

(7,012

)


 

(10,557

)


Other liabilities

 

16,966

 


 

5,561

 


 

31,533

 


 

7,732

 


Total adjustments

 

13,224

 


 

12,169

 


 

17,519

 


 

15,955

 


Net cash provided by operations

 

37,945

 


 

29,708

 


 

110,117

 


 

82,451

 











 
Investing activities:








Property, plant and equipment expenditures

 

(2,054

)


 

(1,201

)


 

(12,003

)


 

(5,891

)


Acquisitions, net of cash acquired

 

-

 


 

-

 


 

(17,127

)


 

-

 


Net cash used for investing activities

 

(2,054

)


 

(1,201

)


 

(29,130

)


 

(5,891

)











 
Financing activities:








Dividends paid

 

(7,918

)


 

(6,589

)


 

(29,052

)


 

(24,881

)


Proceeds from exercise of stock options

 

-

 


 

642

 


 

967

 


 

703

 


Repurchase of treasury stock

 

-

 


 

-

 


 

-

 


 

(427

)


Net cash used for financing activities

 

(7,918

)


 

(5,947

)


 

(28,085

)


 

(24,605

)


Effect of foreign exchange rates on cash

 

899

 


 

705

 


 

828

 


 

(1,077

)











 
Increase in cash and cash equivalents

 

28,872

 


 

23,265

 


 

53,730

 


 

50,878

 


Cash and cash equivalents - beginning of period

 

162,910

 


 

114,787

 


 

138,052

 


 

87,174

 











 
Cash and cash equivalents - end of period

$

191,782

 


$

138,052

 


$

191,782

 


$

138,052

 


 

Contacts

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


v3.23.4
Document and Entity Information
Jan. 26, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 26, 2024
Entity Registrant Name BADGER METER INC
Entity Incorporation, State or Country Code WI
Entity File Number 001-06706
Entity Tax Identification Number 39-0143280
Entity Address, Address Line One 4545 W. Brown Deer Rd.
Entity Address, City or Town Milwaukee
Entity Address, State or Province WI
Entity Address, Postal Zip Code 53223
City Area Code 414
Local Phone Number 355-0400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000009092
Title of 12(b) Security Common Stock
Trading Symbol BMI
Security Exchange Name NYSE
Entity Information, Former Legal or Registered Name Not Applicable

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