10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-06706

BADGER METER, INC.

(Exact name of registrant as specified in its charter)


Wisconsin		39-0143280
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4545 W. Brown Deer Road Milwaukee, Wisconsin		53233
(Address of principal executive offices)		(Zip code)


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

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



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

Indicate by check mark whether the registrant (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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.


Large accelerated filer	☒	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☐
Non‑accelerated filer	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 12, 2024 there were 29,411,720 shares of Common stock outstanding with a par value of $1 per share.

BADGER METER, INC.

Quarterly Report on Form 10-Q for the Period Ended June 30, 2024

Index


		Page No.

Part I. Financial Information:

Item 1	Financial Statements (unaudited):	4

	Consolidated Condensed Balance Sheets - June 30, 2024 and December 31, 2023	4

	Consolidated Condensed Statements of Operations - Three and Six Months Ended June 30, 2024 and 2023	5

	Consolidated Condensed Statements of Comprehensive Income - Three and Six Months Ended June 30, 2024 and 2023	6

	Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 2024 and 2023	7

	Consolidated Condensed Statements of Shareholders’ Equity – Three and Six Months Ended June 30, 2024 and 2023	8

	Notes to Unaudited Consolidated Condensed Financial Statements	9

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4	Controls and Procedures	19

Part II. Other Information:

Item 1A	Risk Factors	20

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 5	Other Information

Item 6	Exhibits	20

Signatures		21

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, 2023 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.

Part I – Financial Information

Item 1 Financial Statements

BADGER METER, INC.

Consolidated Condensed Balance Sheets


	June 30,			December 31,
	(Unaudited)
	(In thousands)
	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	226,212		$	191,782
Receivables		106,229			83,507
Inventories:
Finished goods		38,867			34,764
Work in process		39,315			41,261
Raw materials		83,084			77,649
Total inventories		161,266			153,674
Prepaid expenses and other current assets		15,510			13,214
Total current assets		509,217			442,177
Property, plant and equipment, at cost		229,409			225,988
Less accumulated depreciation		(156,955	)		(152,110	)
Net property, plant and equipment		72,454			73,878
Intangible assets, at cost less accumulated amortization		50,178			53,737
Other assets		13,350			11,249
Deferred income taxes		22,706			22,715
Goodwill		113,355			113,163
Total assets	$	781,260		$	716,919
Liabilities and shareholders’ equity
Current liabilities:
Payables	$	96,011		$	81,807
Accrued compensation and employee benefits		21,768			29,871
Warranty and after-sale costs		13,849			11,102
Other current liabilities		6,491			9,168
Total current liabilities		138,119			131,948
Long-term deferred revenue		59,449			49,763
Deferred income taxes		4,838			5,061
Accrued non-pension postretirement benefits		3,798			3,614
Other accrued employee benefits		6,016			5,293
Other long-term liabilities		5,902			4,758
Commitments and contingencies (Note 5)
Shareholders’ equity:
Common stock, $1 par, authorized 80,000,000, issued 37,221,098 at June 30, 2024 and December 31, 2023		37,221			37,221
Capital in excess of par value		62,915			59,185
Reinvested earnings		505,040			458,719
Accumulated other comprehensive loss		(5,343	)		(1,646	)
Less: Treasury stock, at cost, 7,809,378 shares at June 30, 2024 and 7,873,781 shares at December 31, 2023		(36,695	)		(36,997	)
Total shareholders’ equity		563,138			516,482
Total liabilities and shareholders’ equity	$	781,260		$	716,919

See accompanying notes to unaudited consolidated condensed financial statements.

BADGER METER, INC.

Consolidated Condensed Statements of Operations


	Three Months Ended June 30,						Six Months Ended June 30,
	(Unaudited)						(Unaudited)
	(In thousands except share and per share amounts)
	2024			2023			2024			2023

Net sales	$	216,658		$	175,858		$	412,938		$	334,959
Cost of sales		131,290			106,424			250,392			202,709
Gross margin		85,368			69,434			162,546			132,250
Selling, engineering and administration		43,856			39,932			84,456			77,702
Operating earnings		41,512			29,502			78,090			54,548
Interest income, net		(1,862	)		(827	)		(3,389	)		(1,449	)
Other pension and postretirement costs		12			33			25			65
Earnings before income taxes		43,362			30,296			81,454			55,932
Provision for income taxes		10,306			7,803			19,267			14,024
Net earnings	$	33,056		$	22,493		$	62,187		$	41,908

Earnings per share:
Basic	$	1.13		$	0.77		$	2.12		$	1.43
Diluted	$	1.12		$	0.76		$	2.11		$	1.42

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SEC Form 10-Q filed by Badger Meter Inc.