8-K
BADGER METER INC (BMI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
| Date of Report | |
|---|---|
| (Date of earliest event reported) | April 17, 2025 |
Badger Meter, Inc.
(Exact name of registrant as specified in its charter)
| Wisconsin | 1-6706 | 39-0143280 |
|---|---|---|
| (State or other<br><br>jurisdiction of<br><br>incorporation) | (Commission File<br><br>Number) | (IRS Employer<br><br>Identification No.) |
4545 W. Brown Deer Rd., Milwaukee, Wisconsin
53223
(Address of principal executive offices, including zip code)
(414) 355-0400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
| Item 2.02 | Results of Operations and Financial Condition . |
|---|
On April 17, 2025, Badger Meter, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025.
A copy of the press release issued by the Company announcing the foregoing is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits .
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
| (d) | Exhibits . The exhibit furnished herewith is as listed in the accompanying Exhibit Index. |
|---|
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| (99.1) | Badger Meter, Inc. Press Release, dated April 17, 2025. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BADGER METER, INC. | ||
|---|---|---|
| Date: April 17, 2025 | By: | /s/ Robert A. Wrocklage |
| Robert A. Wrocklage | ||
| Senior Vice President – Chief Financial Officer |
EX-99.PressRelease
Exhibit 99.1
Badger Meter News Release
Karen Bauer (414) 371-7276 kbauer@badgermeter.com
BADGER METER REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS
Milwaukee, WI, April 17, 2025 - Badger Meter, Inc. (NYSE: BMI) today reported results for the first quarter ended March 31, 2025.
First Quarter 2025 Highlights
- Total sales of $222.2 million, 13% higher than the prior year’s $196.3 million.
- Operating earnings increased 35% year-over-year to $49.5 million, with operating profit margins expanding 360 basis points to 22.2% from 18.6%.
- Diluted earnings per share (EPS) increased 31% to $1.30, up from $0.99 in the comparable prior year quarter.
- Completed the acquisition of SmartCover on January 30, 2025.
“Steady customer demand and disciplined operating execution drove solid revenue growth and record margins in a strong start to 2025. Our ability to build upon record results reflects the underlying stability of our business model as favorable industry fundamentals drive the need for our innovative smart water solutions,” said Kenneth C. Bockhorst, Chairman, President and Chief Executive Officer. “Since closing the acquisition of SmartCover in late January, we’ve made swift progress in our integration efforts. We remain encouraged by the positive feedback received from customers on the addition of SmartCover’s sewer and lift-station monitoring capabilities to our BlueEdge® portfolio of tailorable water management solutions. I’d like to thank all of our dedicated employees for working together to deliver these solid results.”
First Quarter Operating Results
Utility water sales increased 16% year-over-year, including two months of the SmartCover acquisition. Excluding SmartCover, utility water sales increased 12%, the result of ongoing customer adoption across the suite of digital smart water solutions, led by increased mechanical and E-Series Ultrasonic meter, ORION® Cellular radio endpoint and BEACON® SaaS sales.
Sales of flow instrumentation products declined 5%, with modest growth in water-related markets offset by lower demand in the de-emphasized array of market applications. Notably, sales increased sequentially 7% from the fourth quarter of the prior year.
Operating earnings increased 35% year-over-year, with operating margins improving 360 basis points to a record 22.2% from the prior year’s 18.6%. Gross margin was 42.9%, up 360 basis points
year-over-year from 39.3% in the comparable prior year quarter. The record gross margin percent was the result of especially favorable product and customer sales mix, as well as benefits from operational excellence initiatives. Tariff and related impacts in the first quarter of 2025 were de minimis.
Total Selling, Engineering and Administration (SEA) expenses increased $5.4 million, or 13% year-over-year, due primarily to the inclusion of SmartCover, including approximately $1.1 million of intangible asset amortization. Excluding the acquisition, SEA expenses increased $2.2 million or 5%. In total, SEA as a percent of sales remained flat at 20.7%.
The tax rate for the first quarter of 2025 was 24.4%, modestly above the prior year’s 23.5%. As a result of the above, as well as lower interest income resulting from the acquisition capital deployed, EPS was $1.30, up 31% compared to $0.99 in the comparable prior year period.
Outlook
Bockhorst continued, “Our first quarter results demonstrate the resilience and durability of our replacement-driven business amidst a volatile macroeconomic environment. As previously communicated, we will face difficult prior-year comparisons in the upcoming second quarter of 2025. Nevertheless, the attractive fundamentals of the water industry, and our ability to add value to customers with an innovative and reliable portfolio of solutions, support our average high-single-digit long-term revenue growth outlook.
We delivered record gross margins in the first quarter, benefiting from a notably favorable combination of product and customer sales mix. While this clearly demonstrates that the structural mix benefit of technology adoption within our business is real, given the evolving tariff picture and related uncertainty, we believe it is prudent to maintain our normalized gross margin range of 38-40% at this time. At present, we are confident in our ability to manage certain tariff-related cost challenges. Our history of strong operational execution, particularly in the management of our supply chain, manufacturing footprint, and value-based pricing strategy, underscores our proven ability to control what we can control in a turbulent economic environment.
The addition of SmartCover earlier this year emphasizes the growing extensibility and appeal of our BlueEdge suite of products and services. Our customers continue to feel the impact of extreme weather events, which makes SmartCover’s stormwater management offering a compelling part of our portfolio. Although still early in the integration, we’re on track for delivering anticipated sales and cost synergies. Importantly, our solid balance sheet gives us the financial flexibility to fund the capital allocation priorities supporting our long-term strategy, including value-added, disciplined acquisitions.
Bockhorst concluded, “We were proud to be named for the third consecutive year to Barron's 2025 list of 100 Most Sustainable Companies. We carry a responsibility for protecting the world’s most precious resource. This gives our employees a sense of purpose, which powers our innovation engine, delivers solutions to our end markets, and generates steady long-term shareholder value.”
Conference Call and Webcast Information
Badger Meter management will hold a conference call to discuss the Company’s first quarter 2025 results today, Thursday April 17, 2025 at 10:00 AM Central/11:00 AM Eastern time. The listen-only webcast and related presentation can be accessed via the Investor section of our website. Participants can also register to take part in the call using this online registration link:
https://www.netroadshow.com/events/login?show=7857e434&confId=79909.
Safe Harbor Statement
Certain statements contained in this news release, as well as other information provided from time to time by Badger Meter, Inc. (the “Company”) or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those statements. The Company’s results are subject to general economic conditions, variation in demand from customers, continued market acceptance of new products, the successful integration of acquisitions, competitive pricing and operating efficiencies, supply chain risk, material and labor cost increases, tax reform and foreign currency risk. See the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for further information regarding risk factors, which are incorporated herein by reference. Badger Meter disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.
About Badger Meter
With more than a century of water technology innovation, Badger Meter provides comprehensive water management solutions through its BlueEdge® suite. This tailorable portfolio of smart measurement hardware, reliable communications, data visualization and analytics software and ongoing support and industry expertise give customers the edge in optimizing their operations and contributing to the sustainable use and protection of the world’s most precious resource. For more information, visit www.badgermeter.com.
| BADGER METER, INC. | |||||||
|---|---|---|---|---|---|---|---|
| CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS | |||||||
| (in thousands, except share and earnings per share data) | |||||||
| Three Months Ended March 31, | |||||||
| 2025 | 2024 | ||||||
| (Unaudited) | (Unaudited) | ||||||
| Net sales | $ | 222,211 | $ | 196,280 | |||
| Cost of sales | 126,774 | 119,102 | |||||
| Gross margin | 95,437 | 77,178 | |||||
| Selling, engineering and administration | 46,012 | 40,600 | |||||
| Operating earnings | 49,425 | 36,578 | |||||
| Interest income, net | (1,334 | ) | (1,526 | ) | |||
| Other pension and postretirement (income) costs | (28 | ) | 12 | ||||
| Earnings before income taxes | 50,787 | 38,092 | |||||
| Provision for income taxes | 12,389 | 8,961 | |||||
| Net earnings | $ | 38,398 | $ | 29,131 | |||
| Earnings per share: | |||||||
| Basic | $ | 1.31 | $ | 0.99 | |||
| Diluted | $ | 1.30 | $ | 0.99 | |||
| Shares used in computation of earnings per share: | |||||||
| Basic | 29,378,491 | 29,320,483 | |||||
| Diluted | 29,564,797 | 29,494,488 |
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| BADGER METER, INC. | ||||
|---|---|---|---|---|
| CONSOLIDATED CONDENSED BALANCE SHEETS | ||||
| (in thousands) | ||||
| Assets | March 31, | December 31, | ||
| 2025 | 2024 | |||
| (Unaudited) | ||||
| Cash and cash equivalents | $ | 131,358 | $ | 295,305 |
| Receivables | 111,855 | 84,325 | ||
| Inventories | 149,405 | 143,408 | ||
| Prepaid expenses and other current assets | 18,959 | 17,078 | ||
| Total current assets | 411,577 | 540,116 | ||
| Net property, plant and equipment | 75,687 | 74,260 | ||
| Intangible assets, at cost less accumulated amortization | 131,091 | 45,066 | ||
| Other long-term assets | 49,703 | 45,201 | ||
| Goodwill | 231,538 | 111,770 | ||
| Total assets | $ | 899,596 | $ | 816,413 |
| Liabilities and Shareholders' Equity | ||||
| Payables | $ | 73,789 | $ | 55,659 |
| Accrued compensation and employee benefits | 17,298 | 34,912 | ||
| Other current liabilities | 49,930 | 27,634 | ||
| Total current liabilities | 141,017 | 118,205 | ||
| Deferred income taxes | 24,287 | 3,652 | ||
| Long-term employee benefits and other | 92,606 | 88,324 | ||
| Shareholders' equity | 641,686 | 606,232 | ||
| Total liabilities and shareholders' equity | $ | 899,596 | $ | 816,413 |
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| BADGER METER, INC. | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS | ||||||
| (in thousands) | ||||||
| Three Months Ended March 31, | ||||||
| 2025 | 2024 | |||||
| (Unaudited) | (Unaudited) | |||||
| Operating activities: | ||||||
| Net earnings | $ | 38,398 | $ | 29,131 | ||
| Adjustments to reconcile net earnings to net cash provided by operations: | ||||||
| Depreciation | 2,804 | 2,892 | ||||
| Amortization | 5,478 | 5,118 | ||||
| Noncurrent employee benefits | 37 | 1 | ||||
| Stock-based compensation expense | 1,828 | 1,271 | ||||
| Changes in: | ||||||
| Receivables | (20,497 | ) | (9,164 | ) | ||
| Inventories | (120 | ) | (6,405 | ) | ||
| Payables | 16,294 | 7,960 | ||||
| Prepaid expenses and other assets | (4,107 | ) | (8,065 | ) | ||
| Other liabilities | (7,088 | ) | (1,279 | ) | ||
| Total adjustments | (5,371 | ) | (7,671 | ) | ||
| Net cash provided by operations | 33,027 | 21,460 | ||||
| Investing activities: | ||||||
| Property, plant and equipment expenditures | (2,966 | ) | (2,676 | ) | ||
| Acquisitions, net of cash acquired | (184,937 | ) | (3,000 | ) | ||
| Net cash used for investing activities | (187,903 | ) | (5,676 | ) | ||
| Financing activities: | ||||||
| Dividends paid | (10,017 | ) | (7,942 | ) | ||
| Proceeds from exercise of stock options | 68 | 230 | ||||
| Net cash used for financing activities | (9,949 | ) | (7,712 | ) | ||
| Effect of foreign exchange rates on cash | 878 | (544 | ) | |||
| (Decrease) increase in cash and cash equivalents | (163,947 | ) | 7,528 | |||
| Cash and cash equivalents - beginning of period | 295,305 | 191,782 | ||||
| Cash and cash equivalents - end of period | $ | 131,358 | $ | 199,310 |