Form 8-K
8-K — BADGER METER INC
Accession: 0001193125-26-311374
Filed: 2026-07-22
Period: 2026-07-22
CIK: 0000009092
SIC: 3824 (TOTALIZING FLUID METERS & COUNTING DEVICES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — bmi-20260722.htm (Primary)
EX-99.PRESSRELEASE (bmi-ex99_pressrelease.htm)
GRAPHIC (img201408244_0.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: bmi-20260722.htm · Sequence: 1
8-K
0000009092false00000090922026-07-222026-07-22
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, 2026
Badger Meter, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin
1-6706
39-0143280
(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
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, 2026, Badger Meter, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026.
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, 2026.
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, 2026
By:
/s/ Daniel R. Weltzien
Daniel R. Weltzien
Vice President – Chief Financial Officer and Treasurer
EX-99.PRESSRELEASE
EX-99.PRESSRELEASE
Filename: bmi-ex99_pressrelease.htm · Sequence: 2
EX-99.PressRelease
Exhibit 99.1
Badger Meter News Release
Dan Weltzien, Vice President – CFO and Treasurer
investors@badgermeter.com
BADGER METER REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS
Milwaukee, WI, July 22, 2026 - Badger Meter, Inc. (NYSE: BMI) today reported results for the second quarter ended June 30, 2026.
Second Quarter 2026 Highlights
•
Total sales of $222.3 million increased 10% sequentially from the first quarter and were 7% lower than the prior year’s $238.1 million. Base1 sales were $220.3 million.
•
Operating earnings declined 12% year-over-year to $39.4 million, with operating profit margins of 17.7% versus 18.8% in the prior year comparable quarter. Base operating earnings of $40.6 million decreased 9% year-over-year, with Base operating profit margins of 18.4%.
•
Diluted earnings per share (EPS) of $1.02, down from $1.17 in the second quarter of 2025.
•
Held inaugural investor day articulating the durability of the business model and reiterating the long-term financial framework of high-single digit growth.
•
Completed acquisition of UDlive Limited (UDlive) effective May 1, 2026, extending sewer line monitoring leadership and global capabilities.
“Consistent with our expectations, second quarter results marked a sequential step-up in quarterly sales performance as order rates improved from first quarter levels and certain awarded utility water projects commenced their initial deployments," said Kenneth C. Bockhorst, Chairman, President and Chief Executive Officer. "While year-over-year revenue declined against the highest quarterly revenue in Badger Meter history, we delivered solid sequential operating leverage including the benefit of cost management actions initiated in the quarter. Our pipeline of awarded projects remains broadly on schedule to further ramp in the second half of 2026, and we continue to curate the multi-year opportunity funnel for both metering and beyond the meter applications. Since closing on the acquisition of UDlive on May 1, we’ve made solid progress in our integration efforts and initial commercial interest has been strong. I want to thank our team for their execution and collaborative efforts in support of our customers.”
Second Quarter 2026 Operating Results
Utility water sales declined 8% year-over-year, including two months of the UDlive acquisition. Excluding the acquisition, sales increased 8% sequentially from the first quarter, yet were down 9% year-over-year, reflecting the continued uneven ramp of AMI projects partially offset by higher sales of software and other BlueEdge® beyond the meter solution offerings.
Sales of flow instrumentation products increased 6% year-over-year, with growth in water-related markets.
Operating earnings declined 12% year-over-year to $39.4 million, with operating profit margins down 110 basis points to 17.7%. Base operating earnings of $40.6 million decreased 9% year-over-year, with Base operating profit margins of 18.4%, down 40 basis points year-over-year.
Gross margin of 40.8% was 30 basis points lower than the prior year’s 41.1% despite the sales decline and solidly within the normalized range of 39-42%.
Selling, Engineering and Administration (SEA) expenses of $51.4 million were $1.6 million lower year-over-year. Base SEA expenses of $49.6 million declined $3.4 million or 6% year-over-year due to the benefit of tight spending controls, lower incentive compensation and other cost containment actions partially offset by final transaction-related costs for UDlive 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 effective tax rate for the second quarter of 2026 was 25.2%, compared to 24.5% in the prior year. As a result of the above, EPS of $1.02 declined 13% from the prior year’s $1.17.
Outlook
Bockhorst concluded, “At the halfway point of the year, we remain squarely focused on managing the impacts of uneven AMI project phasing while continuing to advance long-term growth initiatives. As we expected, several of the awarded projects in the pipeline are beginning to proceed into deployment. We continue to anticipate an improvement in revenue run-rate in the back half of the year, with full‑year revenue, excluding acquisitions, flattish versus 2025. Finally, we remain diligent in our cost management focus to mitigate the temporary sales pacing effects.
At our recent Investor Day in May, we reiterated our long-term financial framework including high single digit growth for the forward five-year period. This is supported by our innovative smart water solutions portfolio and differentiated selling model which positions us to benefit from the multi-decade digital transformation of the global water sector. We continue to capture opportunities underpinned by these favorable secular trends in both metering and beyond the meter applications.
In addition, our solid cash flow and credit availability provide us with the financial flexibility to execute on our capital allocation priorities including investing in growth, returning cash to shareholders and accretive acquisitions. In support of these priorities, we recently renewed our undrawn credit facility of $150 million, including its accordion and other attractive features.
Finally, our recently released 2025 Sustainability Report highlights our use of continuous improvement processes to mitigate risk and make progress across a range of targeted outcomes, including an 11% reduction in water intensity. Importantly, our focus on sustainable solutions creates growth opportunities and enhances shareholder value by enabling our customers to be more efficient, resilient
and sustainable in their water operations and protect the world’s most precious resource.”
1 Adjusted metrics (“Base”) are non-GAAP measures excluding the results of UDlive acquired May 1, 2026. See appendix for reconciliations of these GAAP to non-GAAP measures.
Conference Call and Webcast Information
Badger Meter management will hold a conference call to discuss the Company’s second quarter 2026 results today, Wednesday, July 22, 2026 at 10:00 AM Central/11:00 AM Eastern time. A live listen-only webcast and the related presentation will be available on the Events & Presentations section of the Company’s investor relations website. Those wishing to actively participate in the conference call must pre-register using the following link: https://events.q4inc.com/attendee/462611018
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 June 30,
Six Months Ended June 30,
2026
2025
2026
2025
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Net sales
$
222,321
$
238,095
$
424,598
$
460,306
Cost of sales
131,548
140,285
249,498
267,059
Gross margin
90,773
97,810
175,100
193,247
Selling, engineering and administration
51,396
52,947
100,552
98,959
Operating earnings
39,377
44,863
74,548
94,288
Interest income, net
(319
)
(895
)
(1,457
)
(2,229
)
Other pension and postretirement income
(28
)
(28
)
(56
)
(56
)
Earnings before income taxes
39,724
45,786
76,061
96,573
Provision for income taxes
10,004
11,202
19,006
23,591
Net earnings
$
29,720
$
34,584
$
57,055
$
72,982
Earnings per share:
Basic
$
1.02
$
1.18
$
1.96
$
2.48
Diluted
$
1.02
$
1.17
$
1.95
$
2.47
Shares used in computation of earnings per share:
Basic
29,038,125
29,414,457
29,126,348
29,396,805
Diluted
29,141,991
29,585,340
29,253,587
29,575,400
-more-
BADGER METER, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
Assets
June 30,
December 31,
2026
2025
(Unaudited)
Cash and cash equivalents
$
95,733
$
226,016
Receivables
121,234
112,356
Inventories
178,091
151,935
Other current assets
21,147
16,770
Total current assets
416,205
507,077
Net property, plant and equipment
83,437
79,636
Intangible assets, at cost less accumulated amortization
162,540
118,496
Other long-term assets
33,378
32,793
Goodwill
302,609
235,575
Total assets
$
998,169
$
973,577
Liabilities and Shareholders' Equity
Payables
$
97,827
$
72,299
Accrued compensation and employee benefits
18,734
37,619
Other current liabilities
55,311
40,798
Total current liabilities
171,872
150,716
Deferred income taxes
16,692
3,477
Long-term deferred revenue, employee benefits and other
126,725
106,090
Shareholders' equity
682,880
713,294
Total liabilities and shareholders' equity
$
998,169
$
973,577
-more-
BADGER METER, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Operating activities:
Net earnings
$
29,720
$
34,584
$
57,055
$
72,982
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation
2,841
2,915
5,661
5,719
Amortization
7,014
5,880
13,249
11,358
Noncurrent employee benefits
9
(32
)
14
5
Stock-based compensation expense
3,179
2,576
5,347
4,404
Changes in:
Receivables
(10,357
)
(4,809
)
(8,562
)
(25,306
)
Inventories
2,485
4,139
(21,210
)
4,019
Payables
(10,268
)
(72
)
23,995
16,222
Prepaid expenses and other assets
(4,486
)
1,019
(7,685
)
(3,088
)
Other liabilities
6,574
(1,614
)
(7,260
)
(8,702
)
Total adjustments
(3,009
)
10,002
3,549
4,631
Net cash provided by operations
26,711
44,586
60,604
77,613
Investing activities:
Property, plant and equipment expenditures
(4,839
)
(3,938
)
(9,266
)
(6,904
)
Acquisitions, net of cash acquired
(94,375
)
913
(94,375
)
(184,024
)
Net cash used for investing activities
(99,214
)
(3,025
)
(103,641
)
(190,928
)
Financing activities:
Dividends paid
(11,593
)
(10,004
)
(23,302
)
(20,021
)
Proceeds from exercise of stock options
-
486
140
554
Repurchase of common stock for treasury stock
(25,254
)
-
(63,467
)
-
Net cash used for financing activities
(36,847
)
(9,518
)
(86,629
)
(19,467
)
Effect of foreign exchange rates on cash
(370
)
1,807
(617
)
2,685
Decrease in cash and cash equivalents
(109,720
)
33,850
(130,283
)
(130,097
)
Cash and cash equivalents - beginning of period
205,453
131,358
226,016
295,305
Cash and cash equivalents - end of period
$
95,733
$
165,208
$
95,733
$
165,208
-more-
APPENDIX
BADGER METER, INC.
RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP PERFORMANCE MEASURES
(in thousands, except share and earnings per share data)
Three Months Ended June 30,
Six Months Ended June 30,
2026
UDlive
Base
2026
UDlive
Base
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Net sales
$
222,321
$
2,025
$
220,296
$
424,598
$
2,025
$
422,573
Selling, engineering and administration
51,396
1,808
49,588
100,552
1,808
98,744
Operating earnings (loss)
39,377
(1,246
)
40,623
74,548
(1,246
)
75,794
Operating earnings as % of sales
17.7
%
-61.5
%
18.4
%
17.6
%
-61.5
%
17.9
%
* UDlive results are included from the date of acquisition of May 1, 2026
** UDlive amortization was $0.8 million for the three months and six months ended June 30, 2026 and reported as part of Selling, engineering and administration expenses
###
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v3.26.1
Document and Entity Information
Jul. 22, 2026
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Entity File Number
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Entity Tax Identification Number
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
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-Section 425
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