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) | July 22, 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 July 22, 2025, Badger Meter, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 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 July 22, 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: July 22, 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
Barbara Noverini, CFA (414) 371-8144 bnoverini@badgermeter.com
BADGER METER REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS
Milwaukee, WI, July 22, 2025 - Badger Meter, Inc. (NYSE: BMI) today reported results for the second quarter ended June 30, 2025.
Second Quarter 2025 Highlights
- Total sales of $238.1 million, 10% higher than the prior year's $216.7 million.
- Operating earnings increased 8% year-over-year to $44.9 million, with operating profit margins of 18.8% versus 19.2% in the prior year quarter.
- Diluted earnings per share (EPS) increased 4% to $1.17 compared to $1.12 in the prior year quarter.
- Robust cash provided by operations of $44.6 million, which increased 22% year-over-year.
“We delivered strong sales growth, solid profitability and robust cash flow against last year's quarterly sales high-water mark," said Kenneth C. Bockhorst, Chairman, President and Chief Executive Officer. "Demand for our versatile, industry-leading cellular AMI solution and broad BlueEdgeTM portfolio of tailorable water management solutions remained steady, despite continuously evolving and challenging macroeconomic, trade and policy environments. I’d like to thank our dedicated employees for their continued efforts delivering yet another record sales quarter and for supporting our customers."
Second Quarter Operating Results
Utility water sales increased 11% year-over-year, including the first full quarter of the SmartCover acquisition. Excluding SmartCover, utility water sales increased 6%, lapping the 26% sales growth delivered in the second quarter of 2024. Ongoing customer adoption of digital smart water solutions, including increased sales of metering, BEACON® SaaS, and water quality and remote monitoring solutions, were the primary drivers of growth compared to the prior year quarter.
Sales of flow instrumentation products were essentially flat year-over-year as modest growth in water-related markets offset lower demand in de-emphasized non-water related applications.
Operating earnings increased 8% year-over-year to $44.9 million, with operating margins down 40 basis points to 18.8% from the prior year’s 19.2%. Gross margin was 41.1%, up 170 basis points from 39.4% in the prior year quarter. Gross margin continued to benefit from ongoing structural sales mix improvement and operational excellence initiatives, while recently implemented price increases partially mitigated certain tariff-related cost pressures in the quarter.
Total Selling, Engineering and Administration (SEA) expenses increased year-over-year by $9.1 million to $52.9 million, due primarily to the addition of SmartCover, including $1.6 million of intangible asset amortization. Excluding the acquisition, SEA expenses increased $3.3 million or 8%, the result of higher personnel costs to support growth and approximately $1.0 million of expense related to a deferred compensation plan resulting from the stock price change in the quarter. In total, SEA as a percent of sales was 22.2% compared to 20.2% in the prior year quarter.
The tax rate for the second quarter of 2025 was 24.5%, modestly above the prior year’s 23.8%. As a result of the above, as well as lower interest income resulting from the acquisition capital deployed, EPS was $1.17, up 4% compared to $1.12 in the prior year quarter.
Outlook
Bockhorst continued, "Ongoing adoption of our industry-leading cellular-based AMI and BlueEdge water management solutions continues to augment our historically replacement-driven business model. Our ongoing conviction in high single digit revenue growth over the long term is underpinned by enduring favorable industry fundamentals, customer order and demand trends, project awards, pending and future RFP activity and the competitive positioning of our broad solution portfolio to best address customer water challenges and needs.
Once again, second quarter gross margins demonstrated evidence of the structural mix benefit of customer technology adoption, and we continue to manage all implemented tariff impacts to the best of our ability, while remaining nimble to address any future trade actions.
After nearly six months of integration, we remain on track to deliver the anticipated sales and cost synergies associated with the SmartCover acquisition. We've made tangible progress in leveraging Badger Meter resources across SmartCover's business and continue to identify go-to-market opportunities for SmartCover as part of our BlueEdge suite of solutions.
With another quarter of strong cash generation, our balance sheet continues to support the capital allocation priorities that fuel our long-term strategy, including internal investment in innovation and value-added, disciplined acquisitions."
Bockhorst concluded, “Our recently released 2024 Sustainability Report demonstrated the power of a continuous improvement mindset throughout our organization. This approach allowed us to exceed and raise our own targets for greenhouse gas intensity reduction while also delivering record 2024 financial results and working to deliver the solutions that help our utility customers protect the world’s most precious resource.”
Conference Call and Webcast Information
Badger Meter management will hold a conference call to discuss the Company’s second quarter 2025 results today, Tuesday, July 22, 2025 at 10:00 AM CT/11:00 AM ET. 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=a07f4f47&confId=84780
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 BlueEdgeTM 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 June 30, | Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||
| Net sales | $ | 238,095 | $ | 216,658 | $ | 460,306 | $ | 412,938 | ||||
| Cost of sales | 140,285 | 131,290 | 267,059 | 250,392 | ||||||||
| Gross margin | 97,810 | 85,368 | 193,247 | 162,546 | ||||||||
| Selling, engineering and administration | 52,947 | 43,856 | 98,959 | 84,456 | ||||||||
| Operating earnings | 44,863 | 41,512 | 94,288 | 78,090 | ||||||||
| Interest income, net | (895 | ) | (1,862 | ) | (2,229 | ) | (3,389 | ) | ||||
| Other pension and postretirement (income) costs | (28 | ) | 12 | (56 | ) | 25 | ||||||
| Earnings before income taxes | 45,786 | 43,362 | 96,573 | 81,454 | ||||||||
| Provision for income taxes | 11,202 | 10,306 | 23,591 | 19,267 | ||||||||
| Net earnings | $ | 34,584 | $ | 33,056 | $ | 72,982 | $ | 62,187 | ||||
| Earnings per share: | ||||||||||||
| Basic | $ | 1.18 | $ | 1.13 | $ | 2.48 | $ | 2.12 | ||||
| Diluted | $ | 1.17 | $ | 1.12 | $ | 2.47 | $ | 2.11 | ||||
| Shares used in computation of earnings per share: | ||||||||||||
| Basic | 29,414,457 | 29,361,034 | 29,396,805 | 29,341,407 | ||||||||
| Diluted | 29,585,340 | 29,528,938 | 29,575,400 | 29,512,362 |
-more-
| BADGER METER, INC. | ||||
|---|---|---|---|---|
| CONSOLIDATED CONDENSED BALANCE SHEETS | ||||
| (in thousands) | ||||
| Assets | June 30, | December 31, | ||
| 2025 | 2024 | |||
| (Unaudited) | ||||
| Cash and cash equivalents | $ | 165,208 | $ | 295,305 |
| Receivables | 117,667 | 84,325 | ||
| Inventories | 147,261 | 143,408 | ||
| Prepaid expenses and other current assets | 18,139 | 17,078 | ||
| Total current assets | 448,275 | 540,116 | ||
| Net property, plant and equipment | 77,937 | 74,260 | ||
| Intangible assets, at cost less accumulated amortization | 126,109 | 45,066 | ||
| Other long-term assets | 48,400 | 45,201 | ||
| Goodwill | 235,699 | 111,770 | ||
| Total assets | $ | 936,420 | $ | 816,413 |
| Liabilities and Shareholders' Equity | ||||
| Payables | $ | 74,125 | $ | 55,659 |
| Accrued compensation and employee benefits | 23,825 | 34,912 | ||
| Other current liabilities | 40,760 | 27,634 | ||
| Total current liabilities | 138,710 | 118,205 | ||
| Deferred income taxes | 24,109 | 3,652 | ||
| Long-term deferred revenue, employee benefits and other | 96,009 | 88,324 | ||
| Shareholders' equity | 677,592 | 606,232 | ||
| Total liabilities and shareholders' equity | $ | 936,420 | $ | 816,413 |
-more-
| BADGER METER, INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||
| Operating activities: | ||||||||||||
| Net earnings | $ | 34,584 | $ | 33,056 | $ | 72,982 | $ | 62,187 | ||||
| Adjustments to reconcile net earnings to net cash provided by operations: | ||||||||||||
| Depreciation | 2,915 | 2,849 | 5,719 | 5,741 | ||||||||
| Amortization | 5,880 | 5,242 | 11,358 | 10,360 | ||||||||
| Noncurrent employee benefits | (32 | ) | (22 | ) | 5 | (21 | ) | |||||
| Stock-based compensation expense | 2,576 | 2,010 | 4,404 | 3,281 | ||||||||
| Changes in: | ||||||||||||
| Receivables | (4,809 | ) | (14,053 | ) | (25,306 | ) | (23,217 | ) | ||||
| Inventories | 4,139 | (851 | ) | 4,019 | (7,256 | ) | ||||||
| Payables | (72 | ) | 5,379 | 16,222 | 13,339 | |||||||
| Prepaid expenses and other assets | 1,019 | (424 | ) | (3,088 | ) | (8,489 | ) | |||||
| Other liabilities | (1,614 | ) | 3,233 | (8,702 | ) | 1,954 | ||||||
| Total adjustments | 10,002 | 3,363 | 4,631 | (4,308 | ) | |||||||
| Net cash provided by operations | 44,586 | 36,419 | 77,613 | 57,879 | ||||||||
| Investing activities: | ||||||||||||
| Property, plant and equipment expenditures | (3,938 | ) | (2,341 | ) | (6,904 | ) | (5,017 | ) | ||||
| Acquisitions, net of cash acquired | 913 | - | (184,024 | ) | (3,000 | ) | ||||||
| Net cash used for investing activities | (3,025 | ) | (2,341 | ) | (190,928 | ) | (8,017 | ) | ||||
| Financing activities: | ||||||||||||
| Dividends paid | (10,004 | ) | (7,934 | ) | (20,021 | ) | (15,876 | ) | ||||
| Proceeds from exercise of stock options | 486 | 521 | 554 | 751 | ||||||||
| Net cash used for financing activities | (9,518 | ) | (7,413 | ) | (19,467 | ) | (15,125 | ) | ||||
| Effect of foreign exchange rates on cash | 1,807 | 237 | 2,685 | (307 | ) | |||||||
| Increase (decrease) in cash and cash equivalents | 33,850 | 26,902 | (130,097 | ) | 34,430 | |||||||
| Cash and cash equivalents - beginning of period | 131,358 | 199,310 | 295,305 | 191,782 | ||||||||
| Cash and cash equivalents - end of period | $ | 165,208 | $ | 226,212 | $ | 165,208 | $ | 226,212 |