Badger Meter (NYSE: BMI) sees lower sales, buys UDlive and steps up buybacks
Badger Meter, Inc. reported softer results for the quarter and six months ended June 30, 2026. Net sales for the quarter were $222.3 million, down 6.6% from $238.1 million, driven by an 8.1% decline in utility water sales to $195.0 million, partly offset by a 5.6% increase in flow instrumentation sales to $27.3 million. Gross margin was 40.8% versus 41.1%, and operating earnings were $39.4 million, or 17.7% of sales, compared with $44.9 million, or 18.8% of sales. Quarterly net earnings were $29.7 million ($1.02 diluted EPS) versus $34.6 million ($1.17).
For the first six months, net sales were $424.6 million versus $460.3 million, with utility water down 8.8% to $373.4 million and flow instrumentation up slightly to $51.2 million. Net earnings were $57.1 million ($1.95 diluted EPS) compared with $73.0 million ($2.47). In May 2026, Badger Meter acquired UDlive Limited for $94.4 million in cash plus an earn-out of up to $50.0 million; UDlive contributed $2.0 million of revenue and added $69.9 million of goodwill and $53.8 million of intangibles. Operating cash flow was $60.6 million; cash and equivalents declined to $95.7 million after funding the UDlive acquisition, $63.5 million of share repurchases and $23.3 million of dividends. The company reports $154.6 million of unused credit lines and confirms its disclosure controls were effective, with no material changes in risk factors.
Positive
- None.
Negative
- Net earnings declined over 20% for the six months ended June 30, 2026, to $57.1 million from $73.0 million, with diluted EPS falling from $2.47 to $1.95 as lower utility water sales reduced margins.
Filing Explained
At June 30, 2026, customer contracts carried $105.0 million of unsatisfied performance obligations, with recognition extending beyond 2031.
Badger Meter’s Form 10-Q is its unaudited quarterly report for the period ended
The disclosed earn-out can reach
Separately, customer contracts included
Key Figures
Key Terms
advanced metering infrastructure (AMI) technical
Software as a Service (SaaS) technical
primary working capital financial
contract liabilities financial
Network as a Service (NaaS) technical
Monte Carlo simulation model financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Badger Meter (BMI) net sales perform for the quarter ended June 30, 2026?
What were Badger Meter (BMI) earnings and EPS for the six months ended June 30, 2026?
What are the key terms of Badger Meter (BMI)’s UDlive acquisition?
How strong was Badger Meter (BMI)’s liquidity at June 30, 2026?
How much stock did Badger Meter (BMI) repurchase in the second quarter of 2026?
What is Badger Meter (BMI)’s revenue mix by geography and product line?
How much revenue does Badger Meter (BMI) recognize over time versus at a point in time?
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 10, 2026 there were
Table of Contents
BADGER METER, INC.
Quarterly Report on Form 10-Q for the Period Ended June 30, 2026
Index
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Part I. Financial Information: |
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Item 1 |
Financial Statements (unaudited): |
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Consolidated Condensed Balance Sheets - June 30, 2026 and December 31, 2025 |
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Consolidated Condensed Statements of Operations - Three and Six Months Ended June 30, 2026 and 2025 |
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Consolidated Condensed Statements of Comprehensive Income - Three and Six Months Ended June 30, 2026 and 2025 |
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Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 2026 and 2025 |
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Consolidated Condensed Statements of Shareholders’ Equity – Three and Six Months Ended June 30, 2026 and 2025 |
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Notes to Unaudited Consolidated Condensed Financial Statements |
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Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 |
Quantitative and Qualitative Disclosures about Market Risk |
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Item 4 |
Controls and Procedures |
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Part II. Other Information: |
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Item 1A |
Risk Factors |
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Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 5 |
Other Information |
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Item 6 |
Exhibits |
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Signatures |
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Table of Contents
Special Note Regarding Forward Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q, as well as other information provided from time to time by Badger Meter, Inc. (the Company or Badger Meter) 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 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. See Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further information regarding risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.
3
Table of Contents
Part I – Financial Information
Item 1 Financial Statements
BADGER METER, INC.
Consolidated Condensed Balance Sheets
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June 30, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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Receivables, net of allowance for doubtful accounts |
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Inventories: |
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Finished goods |
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Work in process |
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Raw materials |
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Total inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, at cost |
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Less accumulated depreciation |
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Net property, plant and equipment |
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Intangible assets, at cost less accumulated amortization |
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Other assets |
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Deferred income taxes |
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Goodwill |
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Total assets |
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Liabilities and shareholders’ equity |
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Current liabilities: |
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Payables |
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Accrued compensation and employee benefits |
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Warranty and after-sale costs, current |
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Other current liabilities |
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Total current liabilities |
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Long-term deferred revenue |
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Deferred income taxes |
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Accrued non-pension postretirement benefits |
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Other accrued employee benefits |
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Warranty and after-sale costs, long-term |
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Other long-term liabilities |
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Commitments and contingencies (Note 5) |
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Total long-term liabilities |
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Shareholders’ equity: |
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Common stock, $ |
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Capital in excess of par value |
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Reinvested earnings |
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Accumulated other comprehensive income |
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Less: Treasury stock, at cost, |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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See accompanying notes to unaudited consolidated condensed financial statements.
4
Table of Contents
BADGER METER, INC.
Consolidated Condensed Statements of Operations
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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Gross margin |
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Selling, engineering and administration |
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Operating earnings |
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Interest income, net |
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Other pension and postretirement income |
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Earnings before income taxes |
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Provision for income taxes |
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Net earnings |
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$ |
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$ |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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$ |
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Diluted |
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Dividends declared per common share |
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$ |
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Shares used in computation of earnings per share: |
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Basic |
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Impact of dilutive securities |
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Diluted |
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See accompanying notes to unaudited consolidated condensed financial statements.
5
Table of Contents
BADGER METER, INC.
Consolidated Condensed Statements of Comprehensive Income
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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(Unaudited) |
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(Unaudited) |
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(In thousands) |
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2026 |
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2025 |
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2026 |
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2025 |
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Net earnings |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustments |
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Pension and postretirement benefits, net of tax |
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( |
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( |
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( |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to unaudited consolidated condensed financial statements.
6
Table of Contents
BADGER METER, INC.
Consolidated Condensed Statements of Cash Flows
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Six Months Ended June 30, |
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(Unaudited) |
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2026 |
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2025 |
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Operating activities: |
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Net earnings |
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$ |
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$ |
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Adjustments to reconcile net earnings to net cash provided by operations: |
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Depreciation |
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Amortization |
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Noncurrent employee benefits |
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Stock-based compensation expense |
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Changes in: |
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Receivables |
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( |
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Inventories |
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Payables |
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Prepaid expenses and other assets |
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( |
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( |
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Other liabilities |
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( |
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( |
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Total adjustments |
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Net cash provided by operations |
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Investing activities: |
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Property, plant and equipment expenditures |
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Acquisitions, net of cash acquired |
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Net cash used for investing activities |
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Financing activities: |
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Dividends paid |
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Proceeds from exercise of stock options |
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Repurchase of common stock for treasury stock |
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Net cash used for financing activities |
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( |
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( |
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Effect of foreign exchange rates on cash |
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( |
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(Decrease) increase in cash and cash equivalents |
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( |
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Cash and cash equivalents – beginning of period |
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Cash and cash equivalents – end of period |
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$ |
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$ |
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See accompanying notes to unaudited consolidated condensed financial statements.
7
Table of Contents
BADGER METER, INC.
Consolidated Condensed Statements of Shareholders’ Equity
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Quarter and year-to-date ended June 30, |
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Common |
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Capital in |
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Reinvested |
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Accumulated |
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Treasury |
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Total |
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(Unaudited) |
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(In thousands except share and per share amounts) |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net earnings |
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- |
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- |
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- |
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- |
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Pension and postretirement benefits (net of $ |
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- |
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- |
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- |
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( |
) |
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- |
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( |
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Foreign currency translation |
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- |
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- |
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- |
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- |
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Cash dividends of $ |
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- |
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- |
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( |
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- |
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- |
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( |
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Stock options exercised |
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- |
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- |
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- |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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Issuance of treasury stock ( |
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- |
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( |
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- |
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- |
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- |
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Balance, June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net earnings |
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- |
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- |
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- |
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- |
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Pension and postretirement benefits (net of $ |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Foreign currency translation |
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- |
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- |
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- |
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- |
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Cash dividends of $ |
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- |
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- |
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( |
) |
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- |
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- |
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( |
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Stock options exercised |
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- |
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- |
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- |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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Issuance of treasury stock ( |
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- |
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( |
) |
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- |
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- |
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- |
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Balance, June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, March 31, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net earnings |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Pension and postretirement benefits (net of $ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Cash dividends of $ |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Stock-based compensation |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Purchase of common stock for treasury stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Issuance of treasury stock ( |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
Balance, June 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net earnings |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Pension and postretirement benefits (net of $ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Cash dividends of $ |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Stock options exercised |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||
Stock-based compensation |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Purchase of common stock for treasury stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Issuance of treasury stock ( |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
Balance, June 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
*
See accompanying notes to unaudited consolidated condensed financial statements.
8
Table of Contents
BADGER METER, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
Note 1 Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Badger Meter contain all adjustments (consisting only of normal recurring accruals, except as otherwise discussed) necessary to present fairly the Company's consolidated condensed financial position at June 30, 2026 and December 31, 2025, results of operations, comprehensive income, and statements of shareholders’ equity for the three and six-month periods ended June 30, 2026 and 2025, and cash flows for the six-month period ended June 30, 2026 and 2025. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Note 2 Additional Financial Information Disclosures
The consolidated condensed balance sheet at December 31, 2025 was derived from amounts included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Refer to the notes to consolidated financial statements included in that report for a description of the Company's accounting policies and for additional details of the Company's financial condition. The details in those notes have not changed except as discussed below and as a result of normal adjustments in the interim.
Cash Equivalents
The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents.
Warranty and After-Sale Costs
The Company estimates and records provisions for warranties and other after-sale costs in the period in which the sale is recorded, based on a lag factor and historical warranty claim experience. After-sale costs represent a variety of activities outside of the written warranty policy, such as investigation of unanticipated problems after the customer has installed the product or analysis of water quality issues.
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net additions charged to earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Costs incurred |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 3 Accumulated Other Comprehensive Income (Loss)
Components of and changes in accumulated other comprehensive income (loss) at June 30, 2026 are as follows:
(In thousands) |
|
Unrecognized |
|
|
Foreign currency |
|
|
Total |
|
|||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive loss before reclassifications |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive loss, net of tax of $ |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net current period other comprehensive income (loss), net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
9
Table of Contents
Components of and changes in accumulated other comprehensive income (loss) at June 30, 2025 are as follows:
(In thousands) |
|
Unrecognized |
|
|
Foreign currency |
|
|
Total |
|
|||
Balance at beginning of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income before reclassifications |
|
|
|
|
|
|
|
|
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of tax of $ |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net current period other comprehensive income (loss), net of tax |
|
|
( |
) |
|
|
|
|
|
|
||
Accumulated other comprehensive income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Details of reclassifications out of accumulated other comprehensive income (loss) during the six months ended June 30, 2026 and 2025 are immaterial.
Note 4 Acquisitions
Acquisitions are accounted for under the purchase method, and accordingly, the results of operations were included in the Company's financial statements from the date of acquisition. The acquisitions did not have a material impact on the Company's consolidated financial statements or the notes thereto.
Effective
The total purchase consideration for UDlive, net of cash acquired, was $
Effective
The total purchase consideration for SmartCover, net of cash acquired, was $
10
Table of Contents
Note 5 Contingencies, Litigation and Commitments
In the normal course of business, the Company is named in legal proceedings. There are currently no material legal proceedings pending with respect to the Company.
The Company is subject to contingencies related to environmental laws and regulations. A future change in circumstances with respect to specific matters or with respect to sites formerly or currently owned or operated by the Company, off-site disposal locations used by the Company, and property owned by third parties that is near such sites, could result in future costs to the Company and such amounts could be material. Expenditures for compliance with environmental control provisions and regulations during 2025 and the first half of 2026 were not material.
The Company relies on single suppliers for most brass castings and certain resin and electronic subassemblies in several of its product lines. The Company believes these items would be available from other sources, but that the loss of certain suppliers could result in a higher cost of materials, delivery delays, short-term increases in inventory and higher quality control costs in the short term. The Company attempts to mitigate these risks by working closely with key suppliers, purchasing minimal amounts from alternative suppliers and by purchasing business interruption insurance where appropriate.
The Company reevaluates its exposures on a periodic basis and makes adjustments to reserves as appropriate.
Note 6 Income Taxes
The Company is subject to income taxes in the United States and numerous foreign jurisdictions. The Company's income tax positions are based on interpretations of income tax laws and rulings in each of the jurisdictions that the Company operates. Significant judgment is required in determining the worldwide provision for income taxes and recording the related deferred tax assets and liabilities. The Company's deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income for the years in which the assets or liabilities are expected to be realized or settled. Interim provisions are based on an estimate of the overall annual rate which can vary due to the relationship of foreign and domestic earnings, state taxes and available deductions, credits and discrete items.
The Company's earnings before income taxes, provision for income taxes, and effective income tax rate are as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Earnings before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective income tax rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Note 7 Fair Value Measurements of Financial Instruments
The Company applies the accounting standards for fair value measurements and disclosures for its financial assets and financial liabilities. The carrying amounts of cash and cash equivalents, receivables and payables in the financial statements approximate their fair values due to the short-term nature of these financial instruments. Included in other assets are insurance policies on various individuals who were previously employed by the Company. The carrying amounts of these insurance policies approximate their fair value.
Note 8 Subsequent Events
Note 9 Industry Segment and Geographic Areas
11
Table of Contents
The Company is an innovator, manufacturer, developer, marketer and distributor of water management solutions incorporating hardware and sensors, communication solutions and data analytics, which comprise
The Company’s CODM assesses performance by using gross margin, operating earnings and net earnings. These metrics are analyzed by reviewing budget versus actual and prior year versus current year reporting. The various income performance measures are reviewed to ensure proper pricing strategies and effective cost controls across the organization. The CODM is regularly provided with consolidated expenses as noted on the consolidated income statements. Additionally, the CODM reviews assets at the same level as noted on the consolidated balance sheets.
Note 10 Revenue Recognition
Revenue for sales of products and services is derived from contracts with customers. The products and services promised in contracts include the sale of utility water and flow instrumentation products, such as flow meters and radios, quality sensing, pressure monitoring and sewer line monitoring equipment, software as a service (SaaS) and other ancillary services. Contracts generally state the terms of sale, including the description, quantity and price of each product or service. Since the customer typically agrees to a stated rate and price in the contract that does not vary over the life of the contract, the majority of the Company's contracts do not contain variable consideration. The Company establishes a provision for estimated warranty and returns as well as certain after sale costs as discussed in Note 2 "Additional Financial Information Disclosures" in the Notes to Unaudited Consolidated Condensed Financial Statements.
The Company disaggregates revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.
Information regarding revenues disaggregated by geographic area is as follows:
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
June 30, |
|
|
June 30, |
|
||||||||||
(In thousands) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign: |
|
|
|
|
|
|
|
|
|
|
|
||||
Asia |
|
|
|
|
|
|
|
|
|
|
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
||||
Mexico |
|
|
|
|
|
|
|
|
|
|
|
||||
Middle East |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three months ended |
|
Six months ended |
||||||||||||||||
|
|
June 30, |
|
June 30, |
||||||||||||||||
(In thousands) |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||||||
Revenue recognized over time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Revenue recognized at a point in time |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
The majority of the Company's revenue that is recognized over time relates to SaaS, including BEACON® and Active Site Monitoring, among others. The majority of the Company's revenue recognized at a point in time is for the sale of utility and flow instrumentation products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product, which generally coincides with title transfer during the shipping process.
12
Table of Contents
The Company performs its obligations under a contract by shipping products or performing services in exchange for consideration. The Company typically invoices its customers as soon as control of an asset is transferred and a receivable to the Company is established. The Company recognizes a contract liability when a customer prepays for goods or services and the Company has not transferred control of the goods or services.
The Company's receivables and contract liabilities are as follows:
|
|
June 30, |
|
|
December 31, |
|
||
(In thousands) |
|
|
|
|
|
|
||
Receivables |
|
$ |
|
|
$ |
|
||
Contract liabilities |
|
|
|
|
|
|
||
Contract liabilities are included in other current liabilities and long-term deferred revenue on the Company's Consolidated Condensed Balance Sheets. The balance of contract assets was immaterial as the Company did not have a significant amount of uninvoiced receivables at June 30, 2026 and December 31, 2025.
A performance obligation in a contract is a promise to transfer a distinct good or service to the customer. At contract inception, the Company assesses the products and services promised in its contracts with customers. The Company then identifies performance obligations to transfer distinct products or services to the customer. In order to identify performance obligations, the Company considers all of the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.
As of June 30, 2026, the Company had certain contracts with unsatisfied performance obligations. For contracts recorded as contract liabilities, $
13
Table of Contents
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
BUSINESS DESCRIPTION AND OVERVIEW
With more than a century of water technology innovation, Badger Meter is a global provider of industry leading water management solutions, with approximately 95% of net sales derived from water-related applications. Badger Meter's offerings, marketed as BlueEdge®, represent a suite of tailorable solutions that connect water management technology, software, and support services to deliver insights enabling the proactive management of water across the water cycle. These tailorable solutions encompass measurement and control hardware, connectivity and communication, data visualization and software-delivered actionable insights as well as ongoing support and expertise essential to optimize customers' operations and contribute to the sustainable use and protection of the world’s most precious resource.
The Company’s measurement and control hardware, instruments and sensors primarily include the following product families:
The Company’s broad range of communication solutions include the ORION® branded family of radio endpoints, along with remote telemetry units providing customers with a choice of industry-leading options for communicating data from hardware into use-specific software applications.
The Company’s hardware-enabled software solutions provide insights and analytics critical to the holistic management of our customers’ water systems. These digital solutions increase visibility, empowering customers to monitor system performance and make decisions aiding efficiency, resiliency, and sustainability.
The Company also provides training, project management, technical support and other collaborative services for customers. This support is becoming increasingly critical as customers strive to extract maximum value from their deployed technology investments while managing workforce demographic changes, infrastructure upgrades, and water loss management, among other operating challenges.
The Company’s solutions fall into two product lines:
Utility Water Product Line (approximately 89% of Net Sales in 2025)
Utility water smart metering solutions are comprised of water meters along with the connected radio endpoints and software technologies and services used by water utilities as the basis for generating their water and wastewater revenues, enabling operating efficiencies and engaging with their end consumers. This product line further comprises other instruments and sensors used in the water distribution and collection system to ensure the safe and efficient treatment, delivery and return of water. These sensors are used to detect leaks, monitor various water quality parameters throughout the distribution system and treatment process, and monitor, detect and prevent sewer overflow spills. The largest geographic market in which the Company operates is North America, primarily the United States.
Utility water meters (both residential and commercial sizes) are generally classified as either manually-read meters or remotely read meters via radio technology. A manually read meter consists of a water meter and a register that provides a visual totalized meter reading. Meters equipped with radio technology (endpoints) receive flow measurement data from battery-powered encoder registers attached to the water meter, which is encrypted and transmitted via radio frequency to a
14
Table of Contents
receiver that collects and formats the data appropriately for water utility usage and billing systems. These remotely read systems are classified as either automatic meter reading (AMR) systems, where a vehicle equipped for meter reading purposes collects the data from the utilities’ meters, or advanced metering infrastructure (AMI) systems, where data is gathered utilizing a network (either fixed or cellular) of data collectors or gateway receivers that are able to receive radio data transmission from the utilities’ meters. Among other benefits, AMI systems eliminate the need for utility personnel to drive through service territories to collect data from the meters and provide utilities with more frequent and diverse data from their meters at specified intervals.
The ORION® family of endpoints offers water utilities a choice of industry-leading options for communicating meter reading and event data. ORION Cellular endpoints power our Network as a Service (NaaS) approach to AMI, eliminating the need for the utility to install and maintain infrastructure, enabling rapid or gradual deployment, and enhancing network reliability. ORION mobile read endpoints support customers looking to deploy an AM R solution.
Information, analytics and visualization are critical to the smart water ecosystem. The Company’s BEACON® Software as a Service (SaaS), amongst others, improves utility visibility to their water and water usage. BEACON is a secure, cloud-hosted software suite that includes customizable dashboards and established alerts for specific conditions. It also enables the deployment of consumer engagement tools that permit end water users (such as homeowners) to view and manage their water usage activity. Benefits to the utility include improved customer service, increased visibility through faster leak detection, the ability to promote and quantify the effects of its water conservation efforts, and easier compliance reporting.
Water meter replacement and the adoption and deployment of new technologies comprise the majority of smart water product sales, including radio products. Housing starts have only a minimal impact on annual sales. The industry continues to undergo a conversion from manually read water meters to meters with radio technology, and for AMR systems to be upgraded to digital AMI solutions. The Company estimates that approximately 40% of water meters installed in the United States have been converted to AMI systems.
In addition, the Company provides various other hardware, instruments and sensors, and related software, to enhance the scope and breadth of connected data valuable to a water utility's operation. This includes water quality monitoring solutions utilizing optical sensors and electrochemical instruments that measure a variety of parameters including turbidity, pH, chlorine, nitrates and approximately 40 others. Utilizing these solutions, water quality can be monitored continually or periodically throughout the network from its original source to the point in which it is recycled and returned. Real-time water quality parameters enhance the scope of actionable data for water utilities to improve operational security, awareness and efficiency. The Company's solutions also include high frequency pressure and leak detection sensors that provide real-time alarms and event location triangulation to aid operators in responding to burst pipe and other leak events quickly, reducing water loss and system downtime. Additional solutions include sewer and lift station monitoring sensors to measure sewer and hydrogen sulfide levels. The resulting data is provided real time, allowing utilities to initiate actions to prevent sewer overflows, reduce sewer odor and optimize cleanings, while managing resources and costs. The data and insights collected from these additional operational sensors are often conveyed by cellular or satellite networks and can be leveraged alongside the metering data within BEACON or other software platforms to unlock powerful insights about the operations of a customer's distribution and collection network.
The Company’s net sales and corresponding net earnings depend on unit volume and product mix, with the Company generally earning higher average selling prices and margins on meters coupled with radio technology, software, water quality monitoring, sewer line and lift station monitoring and on ultrasonic compared to mechanical meters.
Flow Instrumentation Product Line (approximately 11% of Net Sales in 2025)
The flow instrumentation product line primarily serves water applications throughout the broader industrial market, with both standard and customized solutions. This product line includes meters, valves and other sensing instruments sold worldwide to measure and control the quantity of fluids, including water, air, steam, and other liquids and gases. These products, oftentimes leveraging the same technologies used in utility water, are used in a variety of industries and applications, with the Company’s primary market focus being water/wastewater, heating, ventilating and air conditioning (HVAC) and corporate sustainability. Flow instrumentation products are generally sold through manufacturers’ representatives and original equipment manufacturers as the primary flow measurement device within a product or system. Specialized communication protocols that control the entire flow measurement process and mandatory certifications drive these markets.
The industries served by the Company’s flow instrumentation products face accelerating demands to contain costs, reduce product variability, and meet ever-changing safety, regulatory and sustainability requirements. These demands heighten the focus on application-specific solutions provided by the Company for flow instrumentation and water quality monitoring in
15
Table of Contents
wastewater treatment, industrial process, building automation and precision engineering applications where flow measurement, quality and control are critical.
Long Term Business Trends
Significant infrastructure investment needs, aging workforce, increasing regulations and a focus on climate change and sustainability are driving companies and utilities to better manage critical resources like water across the globe. Some customers measure fluids to identify leaks and/or misappropriation for cost control or add measurement points to automate manufacturing. Other customers employ measurement to comply with government mandates and laws including those associated with process and discharge water quality monitoring. The Company provides flow measurement technology critical to providing baseline usage data and to quantify reductions as customers attempt to reduce consumption. For example, once water usage metrics are better understood, a strategy for water-use reduction can be developed with specific water-reduction initiatives targeted to those areas where it is most viable. With the Company’s technology, customers have found costly leaks, pinpointed equipment in need of repair, and identified areas for process improvements.
Increasingly, customers in the utility water market are interested in more frequent and diverse data collection and the use of water metering, pressure and quality analytics to evaluate water distribution activity. Specifically, AMI technology enables water utilities to capture readings from each meter at more frequent and variable intervals. There are more than 50,000 water utilities in the United States and the Company estimates that approximately 40% of their respective connections have converted to an AMI radio solution. The Company believes it is well positioned to meet the continuing conversion trends to AMI with its comprehensive radio and software solutions.
In addition, certain water utilities are converting from mechanical to static meters. Ultrasonic water metering maintains a high level of measurement accuracy over the life of the meter, reducing a utility’s non-revenue water. The Company has over a decade of proven reliability in the market with its ultrasonic meters.
As noted above, customers are increasingly looking for more frequent and diverse data to holistically manage their water networks. As a leading provider of water quality, pressure management, sewer line and lift station monitoring solutions, we are able to meet these needs and enhance the scope of actionable data for customers to measure, conserve and protect water.
Our BlueEdge tailorable smart water solutions provide actionable information through data analytics derived from an interconnected and interoperable network of sensors and devices that enable people and organizations to efficiently use and conserve water. Badger Meter is well positioned to benefit from the adoption of smart water solutions. Our strong relationships with telecommunication providers such as AT&T and Verizon (among others) allows us to stay abreast of emerging cellular technology changes to provide the premier infrastructure-free AMI solution.
Acquisitions
Effective May 1, 2026, the Company acquired 100% of the outstanding stock of UDlive Limited (UDlive), headquartered in Alton, England. UDlive is a provider of hardware-enabled software solutions for sewer line monitoring. The purchase consideration was $94.4 million, net of cash acquired, with a potential earn-out of up to an additional $50.0 million based on the achievement of established EBITDA targets in the 24 month period following the acquisition date. The earn-out is payable within 90 days following April 30, 2028, or, if disputed, 21 days following the agreement as to or determination of the earn-out amount. The UDlive acquisition will be accounted for under the purchase method, and accordingly, the results of operations will be included in the Company's financial statements from the date of acquisition.
The total purchase consideration for UDlive, net of cash acquired, was $94.4 million. The acquisition was funded by cash on hand. The fair value of the potential earn-out at June 30, 2026 was $12.0 million and was recorded as a liability. The fair value of the earn-out was calculated using a Monte Carlo simulation model which incorporated projected EBITDA and adjusted the volatility and discount rate to reflect the risk profile of EBITDA. The Company's preliminary allocation of the purchase price included $0.7 million of account receivables, $5.7 million of inventories, $3.4 million of other assets, $53.8 million of intangible assets and $69.9 million of goodwill that is not deductible for tax purposes. The intangible assets acquired are primarily developed technology, customer relationships and trademarks with estimated average useful lives of 10 to 12 years. The Company also assumed $1.7 million of payables, $13.6 million of net deferred income tax liabilities, $10.0 million of deferred revenue and $1.7 million of other liabilities as part of the acquisition. The preliminary allocation of the purchase price to the net assets acquired was based upon the estimated fair values, at the date of acquisition. As of June 30, 2026, the Company had not completed its analysis for estimating the fair value, including the finalization of the fair value of the assets acquired and contingent consideration. Revenue associated with UDlive from the date of acquisition through June 30, 2026 was $2.0 million. UDlive is reported within the utility water product line and the Company will continue to operate under a single segment.
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Effective January 30, 2025, the Company acquired 100% of the outstanding stock of Hadronex, Inc, a Delaware Corporation d/b/a SmartCover® Systems (SmartCover), headquartered in Escondido California. SmartCover is a provider of sewer line and lift station monitoring solutions.
The total purchase consideration for SmartCover, net of cash acquired, was $184.0 million, following the net working capital adjustment of $0.9 million. The Company's allocation of the purchase price at December 31, 2025 included $6.6 million of receivables, $4.5 million of inventories, $4.8 million of other assets, $59.6 million of developed technology intangible assets, $26.0 million of other intangible assets and $118.3 million of goodwill that is not deductible for tax purposes. The intangible assets acquired are primarily developed technology, customer relationships and trademarks with estimated average useful lives of 12 to 20 years. The Company also assumed $1.6 million of payables, $18.3 million of net deferred income tax liabilities, $12.2 million of deferred revenue and $3.7 million of other liabilities as part of the acquisition. The allocation of the purchase price to the assets acquired was based upon the fair values at the date of acquisition. As of December 31, 2025, the Company had completed its analysis for estimating the fair value of the assets acquired. SmartCover is reported within the utility water product line and the Company will continue to operate under a single segment.
Revenue and Product Mix
As the water industry continues to evolve, the Company has been at the forefront of innovation across measurement hardware (metering, water quality, pressure sensors, sewer monitoring, etc.) and communication and software technologies in order to meet its customers’ increasing expectations for accurate and actionable data and insights. As technologies such as ORION Cellular and BEACON digital solutions have become more widely adopted, the Company’s revenue from SaaS has increased significantly and is margin accretive.
The Company also seeks opportunities for additional revenue enhancement. For instance, the Company has made inroads into select regional markets outside the U.S. such as the Middle East, U.K. and others with our BlueEdge offering. The Company sometimes oversees and supervises field installation of its products and provides training and other services for certain customers. Strategic mergers and acquisitions are another avenue for profitable sales growth.
Current Business Trends
In 2025, the U.S. government implemented a series of trade tariffs on goods imported into the U.S. from various countries. In many cases, these tariffs resulted in reciprocal tariffs and other actions on goods being exported from the U.S. These associated tariffs are complex and continue to evolve as negotiations occur. We evaluate the impact of global tariffs and trade restrictions on our business and operations and leverage our manufacturing footprint, when possible, through the use of the USMCA trade agreement to minimize impact. Additionally, we have enacted certain price increases to offset tariff costs that we are not able to mitigate. In February 2026, a Supreme Court ruling invalidated certain tariffs previously imposed. The Company has reviewed and applied for tariff refunds, as applicable. As the global economic environment, trade and tariff negotiations continue to evolve, the Company will continue to evaluate the exposure and work to mitigate these costs.
Global investment in artificial intelligence, computing infrastructure and hyperscale data center expansion has increased demand for various electronic components used in our products. As suppliers allocate manufacturing capacity to support AI-related applications and data center deployments, we have experienced and may continue to experience longer lead times, reduced component availability, and increased procurement costs for certain critical electronic components. The Company maintains strong relationships with its vendors and remains in frequent communication to monitor and assess changes in market conditions. In addition, the Company continues to evaluate dual-source opportunities, execute on strategic inventory purchases, and optimize safety stock levels to mitigate potential supply chain disruptions and associated cost pressures. The Company will implement pricing initiatives, where possible, to offset any cost increases. While management believes these actions reduce the Company’s exposure, prolonged supply chain constraints could adversely affect future operating results.
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Results of Operations - Three Months Ended June 30, 2026
Net Sales
The Company's net sales for the three months ended June 30, 2026 were $222.3 million, a decrease of 6.6% compared to $238.1 million during the same period in 2025. Sales of utility water products were $195.0 million, a decrease of 8.1% from the prior year’s $212.2 million. The utility water decline reflects expected uneven AMI project pacing, partially offset by increased BEACON SaaS revenue and other BlueEdge beyond the meter solution offerings, as well as revenue associated with the acquisition of UDlive of $2.0 million. Sales of flow instrumentation products were $27.3 million compared to the prior year’s $25.9 million, an increase of 5.6%, with growth in water-focused end markets.
Earnings
Total operating earnings for the three months ended June 30, 2026 were $39.4 million, or 17.7% of sales, compared to $44.9 million, or 18.8% of sales, in the comparable prior year quarter. Gross margin dollars decreased $7.0 million, with gross margin as a percent of sales of 40.8%, a decrease from 41.1% in the prior year comparable quarter due to lower sales volumes and product mix. Selling, engineering and administration (SEA) expenses were $51.4 million or 23.1% of sales compared to $52.9 million or 22.2% in the comparable prior year quarter. The decrease in SEA expenses was due to decreased incentive compensation and other cost containment actions, partially offset by final transaction-related costs for the UDlive acquisition of $1.2 million. The inclusion of UDlive results for two months along with related intangible asset amortization combined added $1.8 million to year-over-year expenses.
The provision for income taxes as a percentage of earnings before income taxes for the quarter ended June 30, 2026 was 25.2% compared to 24.5% for the comparable prior year period. Interim provisions are based on an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings, and other credits and allowances.
As a result of the above-mentioned items, net earnings for the three months ended June 30, 2026 were $29.7 million, or $1.02 per diluted share, compared to $34.6 million, or $1.17 per diluted share, for the same period in 2025.
Results of Operations - Six Months Ended June 30, 2026
Net Sales
The Company's net sales for the six months ended June 30, 2026 were $424.6 million compared to $460.3 million during the same period in 2025. Sales into the utility water market were $373.4 million, a decrease of 8.8% from the prior year’s $409.5 million due to uneven AMI project pacing partially offset by increased BEACON SaaS revenue and water quality product revenue, as well as revenue associated with the acquisition of UDlive of $2.0 million. Sales of flow instrumentation products were $51.2 million compared to the prior year’s $50.8 million, an increase of 0.8%.
Earnings
Total operating earnings for the six months ended June 30, 2026 were $74.5 million, or 17.6% of sales, compared to $94.3 million, or 20.5% of sales, in the comparable prior year period. Gross margin dollars decreased $18.1 million, with gross margin as a percent of sales of 41.2%, a decrease from 42.0% in the prior year comparable period. SEA expenses were $100.6 million or 23.7% of sales compared to $99.0 million or 21.5% in the comparable prior year period. The year-over-year increase in SEA expense was the result of the inclusion of UDlive acquisition described above and increased personnel costs including salaries and benefits, partially offset by a decrease in incentive compensation.
The provision for income taxes as a percentage of earnings before income taxes for the six months ended June 30, 2026 was 25.0% compared to 24.4% for the comparable prior year period. Interim provisions are based on an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings, and other credits and allowances.
As a result of the above-mentioned items, net earnings for the six months ended June 30, 2026 were $57.1 million, or $1.95 per diluted share, compared to $73.0 million, or $2.47 per diluted share, for the same period in 2025.
LIQUIDITY AND CAPITAL RESOURCES
The main sources of liquidity for the Company are cash from operations and borrowing capacity. In addition, depending on market conditions, the Company may access the capital markets to strengthen its capital position and to provide additional liquidity for general corporate purposes.
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Primary Working Capital
The Company uses primary working capital (PWC) as a percentage of sales as a key metric for working capital efficiency. The Company defines this metric as the sum of Receivables and Inventories less Payables, divided by trailing twelve month Net sales. The following table shows the components of PWC:
|
|
June 30, 2026 |
|
December 31, 2025 |
||||||||
(In thousands) |
|
$ |
|
|
PWC% |
|
$ |
|
|
PWC% |
||
Receivables |
|
$ |
121,234 |
|
|
13.8% |
|
$ |
112,356 |
|
|
12.3% |
Inventories |
|
|
178,091 |
|
|
20.2% |
|
|
151,935 |
|
|
16.5% |
Payables |
|
|
(97,827 |
) |
|
-11.1% |
|
|
(72,299 |
) |
|
-7.9% |
Primary Working Capital |
|
$ |
201,498 |
|
|
22.9% |
|
$ |
191,992 |
|
|
20.9% |
PWC increased $9.5 million compared to the previous year-end. Receivables at June 30, 2026 increased $8.9 million due to timing of shipments. The Company believes its receivables balance is fully collectible. Inventories increased $26.1 million due to the timing of inventory receipts and sales pacing in the first half of 2026. Payables at June 30, 2026 were $25.5 million higher than the prior year-end due to timing of payments and increased inventory levels.
Cash Provided by Operations
Cash provided by operations in the first six months of 2026 was $60.6 million compared to $77.6 million in the same period of 2025. Lower net earnings and working capital differential were the largest contributors to the decrease in cash provided by operations compared to the same period in 2025.
Property, plant and equipment expenditures for the first six months of 2026 were $9.3 million compared to $6.9 million in the comparable prior year period.
Cash and cash equivalents at June 30, 2026 decreased to $95.7 million from $226.0 million at December 31, 2025, the result of the $60.6 million cash provided by operations, offset by $94.4 million deployed for the UDlive acquisition, $63.5 million for the repurchase of Company common stock and $23.3 million for the payment of quarterly dividends.
The Company's credit facility includes a $150.0 million multi-currency line of credit that supports commercial paper (up to $100.0 million). The facility includes several features that enhance the Company's financial flexibility including an increase feature, acquisition holiday, and favorable financial covenants. On June 5, 2026, the Company amended and extended its credit facility, with an extended maturity date of July 8, 2031. The Company was in compliance with all covenants as of June 30, 2026. The Company believes that its operating cash flows, available borrowing capacity, and its ability to raise capital provide adequate resources to fund ongoing operating requirements, future capital expenditures and the development of new products. The Company had $154.6 million of unused credit lines available at June 30, 2026.
Other Matters
The Company is subject to contingencies related to environmental laws and regulations. A future change in circumstances with respect to these specific matters or with respect to sites formerly or currently owned or operated by the Company, off-site disposal locations used by the Company, and property owned by third parties that is near such sites, could result in future costs to the Company and such amounts could be material. Expenditures for compliance with environmental control provisions and regulations during 2025 and the first two quarters of 2026 were not material.
See the “Special Note Regarding Forward Looking Statements” at the front of this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q for a discussion of risks and uncertainties that could impact the Company's financial performance and results of operations.
Contractual Obligations
The Company's contractual obligations are discussed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contractual Obligations” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and have not materially changed since that report was filed unless otherwise indicated in this Quarterly Report on Form 10-Q.
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Item 3 Quantitative and Qualitative Disclosures about Market Risk
The Company's quantitative and qualitative disclosures about market risk are included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Market Risks” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and have not materially changed since that report was filed.
Item 4 Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), as amended, the Company's management evaluated, with the participation of the Company's Chairman, President and Chief Executive Officer and the Company's Vice President - Chief Financial Officer and Treasurer, the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the quarter ended June 30, 2026. Based upon their evaluation of these disclosure controls and procedures, the Company's Chairman, President and Chief Executive Officer and the Company's Vice President - Chief Financial Officer and Treasurer concluded that, as of the date of such evaluation, the Company's disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There was no change in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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Table of Contents
Part II – Other Information
Item 1A Risk Factors
There have been no material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
In November 2025, the Board authorized the repurchase of up to $75 million of the Company's Common Stock through November 2028. In February 2026, the Board expanded the authorization by an additional $75 million of the Company's Common Stock through November 2028. As of June 30, 2026, $89.7 million remain available of the $150 million share repurchase program. The following table provides information about the Company's purchases under this repurchase program during the quarter ended June 30, 2026 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act.
|
|
Total number |
|
|
Average price |
|
|
Total number |
|
|
Approximate dollar value of shares that may yet be purchased under the plan (in thousands) |
|
||||
April 1, 2026 - April 30, 2026 |
|
|
81,268 |
|
|
$ |
123.05 |
|
|
|
320,294 |
|
|
$ |
104,742 |
|
May 1, 2026 - May 31, 2026 |
|
|
83,604 |
|
|
$ |
119.61 |
|
|
|
403,898 |
|
|
$ |
94,742 |
|
June 1, 2026 - June 30, 2026 |
|
|
38,890 |
|
|
$ |
128.57 |
|
|
|
442,788 |
|
|
$ |
89,742 |
|
Total as of June 30, 2026 |
|
|
203,762 |
|
|
|
|
|
|
442,788 |
|
|
$ |
89,742 |
|
|
Item 5 Other Information
During the second quarter of 2026, none of our directors or executive officers
Item 6 Exhibits
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
10.1 |
|
Amended Credit Agreement, dated as of June 5, 2026, among Badger Meter, Inc., the lenders and agent listed on the signature pages thereof [(incorporated by reference to Badger Meter, Inc.’s Current Report on Form 8-K, filed on June 11, 2026) (Commission File No. 001-06706)]. |
|
|
|
31.1 |
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32 |
|
Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101 |
|
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) the Consolidated Condensed Statements of Shareholders’ Equity, (vi) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and including detailed tags and (vii) the information in Part II, Item 5 Other Information. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). |
|
|
|
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Table of Contents
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 thereunto duly authorized.
|
|
BADGER METER, INC. |
||
|
|
|
|
|
Dated: July 23, 2026 |
|
By |
|
/s/ Kenneth C. Bockhorst |
|
|
|
|
Kenneth C. Bockhorst |
|
|
|
|
Chairman, President and Chief Executive Officer and Director (Principal executive officer) |
|
|
|
|
|
|
|
By |
|
/s/ Daniel R. Weltzien |
|
|
|
|
Daniel R. Weltzien |
|
|
|
|
Vice President — Chief Financial Officer and Treasurer (Principal financial officer) |
|
|
|
|
|
|
|
By |
|
/s/ Christina M. Tarantino |
|
|
|
|
Christina M. Tarantino |
|
|
|
|
Vice President — Controller (Principal accounting officer) |
22