10-Q

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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 March 31, 2026

☐ 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		53223
(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 April 8, 2026 there were 29,185,570 shares of Common stock outstanding with a par value of $1 per share.

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BADGER METER, INC.

Quarterly Report on Form 10-Q for the Period Ended March 31, 2026

Index


		Page No.

Part I. Financial Information:

Item 1	Financial Statements (unaudited):	4

	Consolidated Condensed Balance Sheets - March 31, 2026 and December 31, 2025	4

	Consolidated Condensed Statements of Operations - Three Months Ended March 31, 2026 and 2025	5

	Consolidated Condensed Statements of Comprehensive Income - Three Months Ended March 31, 2026 and 2025	6

	Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025	7

	Consolidated Condensed Statements of Shareholders’ Equity – Three Months Ended March 31, 2026 and 2025	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	20

Item 6	Exhibits	20

Signatures		21

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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.

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Part I – Financial Information

Item 1 Financial Statements

BADGER METER, INC.

Consolidated Condensed Balance Sheets


	March 31,			December 31,
	(Unaudited)
	(In thousands)
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	205,453		$	226,016
Receivables, net of allowance for doubtful accounts		110,290			112,356
Inventories:
Finished goods		24,965			23,087
Work in process		35,296			29,244
Raw materials		114,932			99,604
Total inventories		175,193			151,935
Prepaid expenses and other current assets		17,365			16,770
Total current assets		508,301			507,077
Property, plant and equipment, at cost		251,978			248,450
Less accumulated depreciation		(171,144	)		(168,814	)
Net property, plant and equipment		80,834			79,636
Intangible assets, at cost less accumulated amortization		114,395			118,496
Other assets		18,520			18,653
Deferred income taxes		14,105			14,140
Goodwill		234,653			235,575
Total assets	$	970,808		$	973,577
Liabilities and shareholders’ equity
Current liabilities:
Payables	$	106,490		$	72,299
Accrued compensation and employee benefits		15,663			37,619
Warranty and after-sale costs, current		8,375			8,466
Other current liabilities		38,891			32,332
Total current liabilities		169,419			150,716
Long-term deferred revenue		73,347			72,771
Deferred income taxes		3,359			3,477
Accrued non-pension postretirement benefits		2,496			2,499
Other accrued employee benefits		6,629			6,658
Warranty and after-sale costs, long-term		14,363			13,108
Other long-term liabilities		10,764			11,054
Commitments and contingencies (Note 5)
Total long-term liabilities		110,958			109,567
Shareholders’ equity:
Common stock, $1 par, authorized 80,000,000, issued 37,221,098 shares in 2026 and 2025		37,221			37,221
Capital in excess of par value		76,996			75,290
Reinvested earnings		661,540			645,876
Accumulated other comprehensive income		3,852			6,474
Less: Treasury stock, at cost, 8,035,306 shares in 2026 and 7,834,360 in 2025		(89,178	)		(51,567	)
Total shareholders’ equity		690,431			713,294
Total liabilities and shareholders’ equity	$	970,808		$	973,577

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Operations


	Three Months Ended March 31,
	(Unaudited)
	(In thousands except share and per share amounts)
	2026			2025

Net sales	$	202,277		$	222,211
Cost of sales		117,950			126,774
Gross margin		84,327			95,437
Selling, engineering and administration		49,156			46,012
Operating earnings		35,171			49,425
Interest income, net		(1,138	)		(1,334	)
Other pension and postretirement income		(28	)		(28	)
Earnings before income taxes		36,337			50,787
Provision for income taxes		9,002			12,389
Net earnings	$	27,335		$	38,398

Earnings per share:
Basic	$	0.94		$	1.31
Diluted	$	0.93		$	1.30

Dividends declared per common share	$	0.40		$	0.34

Shares used in computation of earnings per share:
Basic		29,214,558			29,378,491
Impact of dilutive securities		150,612			186,306
Diluted		29,365,170			29,564,797

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Comprehensive Income


	Three Months Ended
	March 31,
	(Unaudited)
	(In thousands)
	2026			2025
Net earnings	$	27,335		$	38,398
Other comprehensive income (loss):
Foreign currency translation adjustments		(2,538	)		5,207
Pension and postretirement benefits, net of tax		(84	)		(49	)
Comprehensive income	$	24,713		$	43,556

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Cash Flows


	Three Months Ended March 31,
	(Unaudited) (In thousands)
	2026			2025
Operating activities:
Net earnings	$	27,335		$	38,398
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation		2,820			2,804
Amortization		6,235			5,478
Noncurrent employee benefits		5			37
Stock-based compensation expense		2,168			1,828
Changes in:
Receivables		1,795			(20,497	)
Inventories		(23,695	)		(120	)
Payables		34,263			16,294
Prepaid expenses and other assets		(3,199	)		(4,107	)
Other liabilities		(13,834	)		(7,088	)
Total adjustments		6,558			(5,371	)
Net cash provided by operations		33,893			33,027
Investing activities:
Property, plant and equipment expenditures		(4,427	)		(2,966	)
Acquisitions, net of cash acquired		-			(184,937	)
Net cash used for investing activities		(4,427	)		(187,903	)
Financing activities:
Dividends paid		(11,709	)		(10,017	)
Proceeds from exercise of stock options		140			68
Repurchase of common stock for treasury stock		(38,213	)		-
Net cash used for financing activities		(49,782	)		(9,949	)
Effect of foreign exchange rates on cash		(247	)		878
Decrease in cash and cash equivalents		(20,563	)		(163,947	)
Cash and cash equivalents – beginning of period		226,016			295,305
Cash and cash equivalents – end of period	$	205,453		$	131,358

See accompanying notes to unaudited consolidated condensed financial statements.

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SEC Form 10-Q filed by Badger Meter Inc.