-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 GYx7L2AhGdZ73UMfGzKkj6+Q0cB6QfCDYVuFUAlsAjYJNhUmgg9U7uBlEs6s+kPM
 t8K0M9eijNhs7lxWbzQrdA==

<SEC-DOCUMENT>0001157523-07-001297.txt : 20070208
<SEC-HEADER>0001157523-07-001297.hdr.sgml : 20070208
<ACCEPTANCE-DATETIME>20070208160228
ACCESSION NUMBER:		0001157523-07-001297
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070206
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070208
DATE AS OF CHANGE:		20070208

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:		07592652

	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>a5330366.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)      February 6, 2007

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


        Wisconsin                   1-6706                      39-0143280
    (State or Other         (Commission File Number)          (IRS Employer
      Jurisdiction                                         Identification No.)
   of Incorporation)

          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 February 6, 2007, the Company issued a press release
announcing its quarterly financial results for the fourth quarter and year ended
December 31, 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 filed herewith is as listed in the accompanying
                  Exhibit Index.


<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:  February 6, 2007        By: /s/ Richard E. Johnson
                                   ---------------------------------------------
                                   Richard E. Johnson
                                   Senior Vice President - Finance and Treasurer
                                   Chief Financial Officer


<PAGE>

                   Exhibit Index to Current Report on Form 8-K
                             Dated February 6, 2007


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

(99.1)       Badger Meter, Inc. Press Release, dated February 6, 2007.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5330366ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

              Badger Meter Reports Record Sales for 2006


    MILWAUKEE--(BUSINESS WIRE)--Feb. 6, 2007--Badger Meter, Inc.
(AMEX: BMI) today reported record sales from continuing operations for
the fourth quarter and year ended December 31, 2006, and increased
earnings from continuing operations for the year ended December 31,
2006.

    2006 Highlights

    --  Net sales from continuing operations were a record
        $229,754,000, a 12.8% increase from sales of $203,637,000 in
        2005.

    --  Earnings from continuing operations before income taxes were
        $27,489,000 in 2006, a 7.1% increase from earnings from
        continuing operations before income taxes of $25,664,000 in
        2005. Earnings from continuing operations exclude the results
        of the company's French subsidiary, which has been classified
        as a discontinued operation in accordance with current
        accounting standards.

    --  Net earnings were $7,548,000 for 2006, a 43.0% decrease from
        earnings of $13,253,000 in 2005, due to the losses on
        discontinued operations.

    --  Diluted earnings per share were $0.52 in 2006, a 45.3%
        decrease from earnings of $0.95 per diluted share in 2005, due
        to the losses on discontinued operations.

    Fourth Quarter 2006 Highlights

    --  Net sales from continuing operations were $52,705,000 for the
        fourth quarter of 2006, an 8.4% increase from sales of
        $48,643,000 for the fourth quarter of 2005.

    --  Earnings from continuing operations before income taxes were
        $4,534,000 for the fourth quarter of 2006, a 16.6% decrease
        from earnings from continuing operations before income taxes
        of $5,435,000 for the same period in the prior year.

    --  The company reported a net loss of $213,000 for the fourth
        quarter of 2006, compared to net earnings of $1,727,000 for
        the comparable prior period, due to the losses on discontinued
        operations.

    --  The net loss per diluted share in the fourth quarter of 2006
        was $0.01, compared to earnings of $0.12 per diluted share for
        the fourth quarter of 2005, due to the losses on discontinued
        operations.

    Operations Review

    "The record 2006 sales were driven by double-digit increases in
sales of our Orion(R) proprietary radio frequency automatic meter
reading (AMR) system for the utility residential market and sales of
commercial products for the utility market. Industrial sales also
increased, primarily due to higher sales of our new line of
Magnetoflow(R) meters," said Richard A. Meeusen, chairman, president
and chief executive officer of Badger Meter.

    Meeusen said net earnings for the fourth quarter and the year were
affected by higher metal costs, particularly copper, and charges
related to the shutdown of the company's subsidiary in Nancy, France.
"The higher copper costs reduced operating margins in 2006, however we
are encouraged by the recent downward trend in material costs. While
the cost reductions came too late to help us in the fourth quarter, we
expect the lower copper costs combined with our mid-2006 price
increases to benefit our margins in 2007," said Meeusen.

    "The operations of our French subsidiary have been discontinued as
of December 31, 2006 and the remaining assets will be liquidated
during 2007. Through the end of the year, shutdown charges amounted to
$5,409,000 or $0.38 per diluted share and we expect the final total
will be within our previously announced range of $6 to $8 million,"
said Meeusen. These charges were in addition to French operating
losses of $3,611,000 or $0.25 per diluted share in 2006.

    "With the closing of the French operation essentially completed,
we can now focus on the areas with the greatest growth and profit
potential, such as automatic meter reading. To facilitate the
increasing demand for Orion(R) and other metering products, we moved
our operations in Rio Rico, Arizona, to a new and larger facility in
Nogales, Mexico, and will begin the second phase of this expansion in
2007," said Meeusen.

    Meeusen said research and development continues to be a focus.
"Developing new products and product enhancements is a key growth
strategy for Badger Meter, as we work to leverage our technology
leadership, especially in AMR, into increased sales and earnings. We
plan to introduce several new products in 2007 that will further
strengthen our product line," said Meeusen.

    During 2006, the company increased the quarterly cash dividend for
the 14th consecutive year. He also noted that the company's balance
sheet remains strong, with a debt-to-capitalization ratio of 27.1% at
year-end 2006.

    "We believe we are well positioned to benefit from the
opportunities in the growing AMR market, as well as in the markets for
our large commercial meters and industrial products. Overall, we are
optimistic about 2007 and our ability to deliver increased value to
our shareholders over the long term," 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 automatic meter reading 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 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 shut down its French operations in an orderly
        fashion and to maximize the value of the related assets;

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

    --  the loss of certain single-source suppliers; 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 STATEMENTS OF OPERATIONS

                   Twelve Months Ended December 31,

                                           2006             2005
                                      ---------------- ---------------
                                        (unaudited)
Net sales                                $229,754,000    $203,637,000
Gross margin                              $76,628,000     $73,419,000
Earnings from continuing operations       $27,489,000     $25,664,000
 before income taxes
Provision for income taxes                $10,921,000      $9,500,000
Net earnings on continuing operations     $16,568,000     $16,164,000
Loss from discontinued operations,        ($9,020,000)    ($2,911,000)
 net of income taxes
Net earnings                               $7,548,000     $13,253,000
Earnings (loss) per share:
  Basic from continuing operations              $1.19           $1.20
  Basic from discontinued operations           ($0.65)         ($0.22)
                                      ---------------- ---------------
    Total basic                                 $0.54           $0.98

  Diluted from continuing operations            $1.15           $1.15
  Diluted from discontinued
   operations                                  ($0.63)         ($0.20)
                                      ---------------- ---------------
    Total diluted                               $0.52           $0.95
Shares used in computation of:
    Basic                                  13,867,949      13,489,196
    Diluted                                14,388,854      14,022,197

                   Three Months Ended December 31,

                                           2006             2005
                                      ---------------- ---------------
                                        (unaudited)      (unaudited)
Net sales                                 $52,705,000     $48,643,000
Gross margin                              $17,123,000     $17,304,000
Earnings from continuing operations        $4,534,000      $5,435,000
 before income taxes
Provision for income taxes                 $2,201,000      $1,743,000
Net earnings on continuing operations      $2,333,000      $3,692,000
Loss from discontinued operations,        ($2,546,000)    ($1,965,000)
 net of income taxes
Net earnings (loss)                         ($213,000)     $1,727,000
Earnings (loss) per share:
  Basic from continuing operations              $0.17           $0.27
  Basic from discontinued operations           ($0.19)         ($0.14)
                                      ---------------- ---------------
    Total basic                                ($0.02)          $0.13

  Diluted from continuing operations            $0.16           $0.26
  Diluted from discontinued
   operations                                  ($0.17)         ($0.14)
                                      ---------------- ---------------
    Total diluted                              ($0.01)          $0.12
Shares used in computation of:
    Basic                                  13,975,602      13,579,362
    Diluted                                14,460,672      14,155,544




                          BADGER METER, INC.
                CONSOLIDATED CONDENSED BALANCE SHEETS



               Assets
- -------------------------------------
                                       December 31,     December 31,
                                           2006             2005
                                      ---------------  ---------------
                                        (unaudited)

Cash                                      $3,002,000       $3,215,000
Receivables                               29,124,000       27,060,000
Inventories                               33,290,000       27,349,000
Other current assets                       7,068,000        5,614,000
Assets of discontinued operations          6,875,000        9,326,000

                                      ---------------  ---------------
    Total current assets                  79,359,000       72,564,000

Net property, plant and equipment         44,709,000       40,337,000
Prepaid pension                                    0       17,726,000
Other long-term assets                     8,357,000        4,657,000
Assets of discontinued operations                  0        4,003,000
Goodwill                                   6,958,000        6,580,000

                                      ---------------  ---------------
    Total assets                        $139,383,000     $145,867,000
                                      ===============  ===============


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


Short-term debt and current portion
 long-term debt                          $17,037,000      $13,328,000
Payables                                  10,597,000       10,292,000
Accrued compensation and employee
 benefits                                  6,181,000        5,962,000
Other liabilities                          3,575,000        4,698,000
Liabilities of discontinued
 operations                                8,321,000        5,361,000

                                      ---------------  ---------------
    Total current liabilities             45,711,000       39,641,000

Deferred income taxes                        199,000        6,584,000
Long-term employee benefits and other     15,726,000       10,866,000
Long-term debt                             5,928,000       15,360,000
Shareholders' equity                      71,819,000       73,416,000

                                      ---------------  ---------------
    Total liabilities and
     shareholders' equity               $139,383,000     $145,867,000
                                      ===============  ===============



    CONTACT: Badger Meter, Inc.
             Joan C. Zimmer, 414-371-5702
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
