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<SEC-DOCUMENT>0001157523-06-007075.txt : 20060720
<SEC-HEADER>0001157523-06-007075.hdr.sgml : 20060720
<ACCEPTANCE-DATETIME>20060720111726
ACCESSION NUMBER:		0001157523-06-007075
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060720
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060720
DATE AS OF CHANGE:		20060720

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BADGER METER INC
		CENTRAL INDEX KEY:			0000009092
		STANDARD INDUSTRIAL CLASSIFICATION:	TOTALIZING FLUID METERS & COUNTING DEVICES [3824]
		IRS NUMBER:				390143280
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06706
		FILM NUMBER:		06970907

	BUSINESS ADDRESS:	
		STREET 1:		4545 WEST BROWN DEER ROAD
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53223
		BUSINESS PHONE:		4143715702

	MAIL ADDRESS:	
		STREET 1:		4545 W BROWN DEER RD
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53223

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BADGER METER MANUFACTURING CO
		DATE OF NAME CHANGE:	19710729
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5192202.txt
<DESCRIPTION>BADGER METER, INC. 8-K
<TEXT>
                                  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, 2006

                               Badger Meter, Inc.
               (Exact name of Registrant as Specified in Charter)


         Wisconsin                       1-6706                 39-0143280
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                      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))



<PAGE>

Item 2.02         Results of Operations and Financial Condition.
- ---------         ---------------------------------------------

                  On July 20, 2006, the Company issued a press release
announcing its quarterly financial results for the first quarter ended June 30,
2006.

                  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 listed in the accompanying Exhibit Index is filed
as part of this Current Report on Form 8-K.



                                      -2-
<PAGE>

                                   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:  July 20, 2006              By:  /s/    Richard E. Johnson
                                     -------------------------------------------
                                              Richard E. Johnson
                                              Senior Vice President - Finance
                                              and Treasurer Chief Financial
                                              Officer



                                      -3-
<PAGE>


                   Exhibit Index to Current Report on Form 8-K
                               Dated July 20, 2006


Exhibit
Number                             Description
- ------                             -----------

(99.1)            Badger Meter, Inc. Press Release, dated July 20, 2006.


                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5192202ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

                   Badger Meter Reports Record Quarter Sales

    MILWAUKEE--(BUSINESS WIRE)--July 20, 2006--Badger Meter, Inc.
(AMEX:BMI) today reported record sales for the second quarter ended
June 30, 2006.

    Second Quarter Highlights

    --  Net sales were a record $62,405,000 for the second quarter of
        2006, an 8.7% increase from sales of $57,432,000 for the
        second quarter of 2005.

    --  Net earnings were $4,049,000 for the second quarter of 2006, a
        2.6% decrease from earnings of $4,159,000 for the same period
        in 2005, due principally to higher metal costs.

    --  Diluted earnings per share were $0.28 for the second quarter
        of 2006, a 6.7% decrease from earnings of $0.30 per share for
        the comparable prior period.

    --  Per share amounts have been restated to reflect a 2-for-1
        stock split on June 15, 2006 in the form of a 100% stock
        dividend.

    Six Months Highlights

    --  Net sales were $123,441,000 for the first six months of 2006,
        a 10.3% increase from sales of $111,864,000 for the same
        period in 2005.

    --  Net earnings were $8,280,000 for the first half of 2006, a
        7.3% increase from earnings of $7,715,000 for the first half
        of 2005.

    --  Diluted earnings per share were $0.58 for the first six months
        of 2006, a 5.5% increase from earnings of $0.55 per share for
        the same period in 2005.

    "Our sales continued to build momentum in the second quarter. The
improvement was driven by double-digit increases in sales of our
Orion(R) proprietary mobile radio frequency automatic meter reading
(AMR) system and commercial products for the utility market. Overall,
sales of products for the residential utility market were up for the
quarter, while sales of industrial products were basically flat," said
Richard A. Meeusen, chairman, president and chief executive officer of
Badger Meter.
    "While we are pleased with our top-line performance, our bottom
line results did not meet our expectations. The profit margin declined
two percentage points in the second quarter due to the significant
increase in the price of copper, a primary material used in our water
meters. We recently announced price increases that will be implemented
in the third quarter to partially offset the higher cost of copper. In
addition, the performance of our operation in Nancy, France, was again
a disappointment. We are continuing to explore our options for this
business," said Meeusen.
    Meeusen noted that the company's new facility in Nogales, Mexico
is nearing completion. "We will transition production from our current
Rio Rico, Arizona facility to this location over the next few months
and expect to be in full production by year end. The new facility is
expected to improve manufacturing efficiency and reduce costs," said
Meeusen.
    "We remain optimistic about continued growth in sales for the
second half of the year. Customer acceptance for our Orion product is
very strong, as evidenced by the recent installation of our
1,000,000th unit, just over three years after the product was first
introduced to the market. On the earnings side, we continue to be
concerned about the impact of copper costs on margins, although we do
expect to see some relief from the price increases," added Meeusen.

    About Badger Meter

    Badger Meter is a leading marketer and manufacturer of flow
measurement and control technology, developed both internally and with
other companies, as well as the leader in providing digital
connectivity to leading AMR technologies. Its products are used to
measure and control the flow of liquids in a variety of applications.
    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" 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 that include, among
other things:

    --  the continued shift in the Company's business from lower cost,
        local read meters toward more expensive, value-added automatic
        meter reading (AMR) systems;

    --  the success or failure of newer Company products, including
        the Orion(R) radio frequency mobile AMR system, the absolute
        digital encoder (ADE(TM)) and the Galaxy(R) fixed network AMR
        system;

    --  changes in competitive pricing and bids in both the domestic
        and foreign marketplaces, and particularly in continued
        intense price competition on government bid contracts for
        lower cost, local read meters;

    --  the actions (or lack thereof) of the Company's competitors;

    --  changes in the Company's relationships with its alliance
        partners, primarily its alliance partners that provide AMR
        connectivity solutions, and particularly those that sell
        products that do or may compete with the Company's products;

    --  changes in the general health of the United States and foreign
        economies, including housing starts in the United States and
        overall industrial activity;

    --  increases in the cost and/or availability of needed raw
        materials and parts, including recent increases in the cost of
        brass housings as a result of increases in the commodity
        prices for copper and zinc at the supplier level and resin as
        a result of increases in petroleum and natural gas prices;

    --  the ability to improve operating results for foreign markets
        that have experienced historical losses;

    --  changes in foreign economic conditions, particularly currency
        fluctuations between the United States dollar and the euro;
        and

    --  changes in laws and regulations, particularly laws dealing
        with the use of lead (which can be used in the manufacture of
        certain meters incorporating brass housings) and Federal
        Communications Commission rules affecting the use and/or
        licensing of radio frequencies necessary for AMR products.

    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 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, on-line at: http://www.badgermeter.com.



                          BADGER METER, INC.
                 CONSOLIDATED STATEMENT OF OPERATIONS
                             (Unaudited)


                       Six Months Ended June 30,

                                             2006            2005
                                             ----            ----
Net sales                                $123,441,000    $111,864,000
Gross margin                              $41,707,000     $39,439,000
Earnings before income taxes              $14,577,000     $13,210,000
Provision for income taxes                 $6,297,000      $5,495,000
Net earnings                               $8,280,000      $7,715,000
Earnings per share(1):
             Basic                              $0.60           $0.57
             Diluted                            $0.58           $0.55
Shares used in computation of(1):
             Basic                         13,709,700      13,426,628
             Diluted                       14,254,306      13,926,544



                      Three Months Ended June 30,

                                             2006            2005
                                             ----            ----

Net sales                                 $62,405,000     $57,432,000
Gross margin                              $20,595,000     $20,084,000
Earnings before income taxes               $7,283,000      $7,182,000
Provision for income taxes                 $3,234,000      $3,023,000
Net earnings                               $4,049,000      $4,159,000
Earnings per share(1):
             Basic                              $0.29           $0.31
             Diluted                            $0.28           $0.30
Shares used in computation of(1):
             Basic                         13,866,729      13,449,654
             Diluted                       14,381,426      13,996,664


(1)Per share amounts and number of shares have been restated to
reflect the 2-for-1 stock split paid on June 15, 2006.



                          BADGER METER, INC.
                CONSOLIDATED CONDENSED BALANCE SHEETS



              Assets                        June 30       December 31
              ------                         2006            2005
                                             ----            ----
                                         (Unaudited)
Cash                                       $3,509,000      $4,403,000
Receivables                                38,255,000      30,450,000
Inventories                                36,270,000      31,970,000
Other current assets                        6,464,000       5,741,000

                                        -------------   -------------
   Total current assets                    84,498,000      72,564,000

Net property, plant and equipment          46,510,000      43,870,000
Prepaid pension                            16,822,000      17,726,000
Other long-term assets                      5,173,000       5,127,000
Goodwill                                    6,871,000       6,580,000

                                        -------------   -------------
   Total assets                          $159,874,000    $145,867,000
                                        =============   =============



   Liabilities and Shareholders' Equity
   ------------------------------------

Short-term debt and current portion
 long-term debt                           $25,577,000     $16,278,000
Payables                                   14,872,000      11,484,000
Accrued compensation and employee
 benefits                                   5,659,000       6,436,000
Other liabilities                           5,919,000       5,388,000

                                        -------------   -------------
   Total current liabilities               52,027,000      39,586,000

Deferred income taxes                       6,597,000       6,584,000
Long-term employee benefits and other      10,901,000      10,921,000
Long-term debt                              6,966,000      15,360,000
Shareholders' equity                       83,383,000      73,416,000

                                        -------------   -------------
   Total liabilities and
    shareholders' equity                 $159,874,000    $145,867,000
                                        =============   =============

    CONTACT: Badger Meter, Inc.
             Joan C. Zimmer, 414-371-5702

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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