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What changed in BADGER METER INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BADGER METER INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+166 added−148 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-14)

Top changes in BADGER METER INC's 2025 10-K

166 paragraphs added · 148 removed · 137 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

50 edited+8 added−5 removed34 unchanged
Biggest changeUtility Water Product Line (approximately 88% of Net Sales in 2024) Utility water smart metering solutions are comprised of water meters along with the connected radio endpoints and software technologies and services used by water utilities as the basis for generating their water and wastewater revenues, enabling operating efficiencies and engaging with their end consumers.
Biggest changeThe Company’s solutions fall into two product lines: • Utility Water - sales of meters, water quality and sewer monitoring sensors and other hardware, communication, and software and related technologies, to water utilities. • Flow Instrumentation - sales of meters, other sensing instruments, valves, software and other solutions to commercial and industrial customers, including water-related applications. 5 Utility Water Product Line (approximately 89% of Net Sales in 2025) Utility water smart metering solutions are comprised of water meters along with the connected radio endpoints and software technologies and services used by water utilities as the basis for generating their water and wastewater revenues, enabling operating efficiencies and engaging with their end consumers.
The Company's purchases of raw materials are based on production schedules, and as a result, inventory on hand is generally not exposed to price fluctuations. World commodity markets and currency exchange rates may also affect the prices of material purchased in the future. The Company does not hold significant amounts of precious metals.
The Company's purchases of raw materials are based on production schedules, and as a result, inventory on hand is generally not exposed to price fluctuations. World commodity markets, tariffs, and currency exchange rates may also affect the prices of material purchased in the future. The Company does not hold significant amounts of precious metals.
In addition to market competitive compensation and benefits, we focus on open, two-way communication, training and development and early talent pipeline programs, among other activities to attract and retain key talent: • We focus on the physical, mental and financial wellbeing of our employees and this is reflected in our employee benefit offerings.
In addition to market competitive compensation and benefits, we focus on open, two-way communication, training and development and early talent pipeline programs, among other activities to attract and retain key talent: 8 • We focus on the physical, mental and financial wellbeing of our employees and this is reflected in our employee benefit offerings.
Additionally, the Company has sales, distribution and manufacturing facilities in Neuffen, Germany and Vienna, Austria; sales and customer service offices in Mexico, United Kingdom, Singapore, China, United Arab Emirates and other similar locations throughout the world; manufacturing facilities in Nogales, Mexico, Brno, Czech Republic and Bern, Switzerland; and a development facility in Luleå, Sweden.
Additionally, the Company has sales, distribution and manufacturing facilities in Neuffen, Germany and Vienna, Austria; sales and customer service offices in Mexico, United Kingdom, Singapore, China, Denmark, United Arab Emirates and other similar locations throughout the world; manufacturing facilities in Nogales, Mexico, Brno, Czech Republic and Bern, Switzerland; and a development facility in Luleå, Sweden.
Raw Materials and Components Raw materials used in the manufacture of the Company's products include purchased castings made of metal or alloys (such as brass, which uses copper as its main component, aluminum, stainless steel and cast iron), plastic resins, glass, microprocessors and other electronic subassemblies, and components.
Raw Materials and Components Raw materials used in the manufacture of the Company's products include purchased castings made of metal or alloys (such as brass, which uses copper as its main component, aluminum, stainless steel, cast iron and bismuth), plastic resins, glass, microprocessors and other electronic subassemblies, and components.
Customers and Competition The Company's products are sold throughout the world through employees, resellers and representatives, with utility water sales largely via a direct salesforce and regional distributors, and flow instrumentation sales largely via representatives and distributors. No single customer accounts for more than 10% of the Company's sales.
Customers and Competition The Company's products are sold throughout the world through employees, resellers and representatives, with utility water sales largely facilitated via a direct salesforce and regional distributors, and flow instrumentation sales largely via representatives and distributors. No single customer accounts for more than 10% of the Company's sales.
The Company also engages from time to time in joint research and development with other companies and organizations. Intangible Assets The Company owns or controls several trade secrets and many patents, trademarks and trade names in the United States and other countries that relate to its products and technologies.
The Company also engages from time to time in joint research and development with other companies and organizations. 7 Intangible Assets The Company owns or controls several trade secrets and many patents, trademarks and trade names in the United States and other countries that relate to its products and technologies.
Risk Management The Company’s Enterprise Risk Management (ERM) process aims to identify, manage and monitor significant and material risks. The ERM process assesses, manages, and monitors risks consistent with the integrated risk framework in the Enterprise Risk 10 Management-Integrated Framework (2017) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Risk Management The Company’s Enterprise Risk Management (ERM) process aims to identify, manage and monitor significant and material risks. The ERM process assesses, manages, and monitors risks consistent with the integrated risk framework in the Enterprise Risk Management-Integrated Framework (2017) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
However, if new or amended laws or regulations impose significant operational restrictions and compliance requirements upon the Company or its products, the Company's business, capital expenditures, results of operations, financial condition and competitive position could be negatively impacted. Refer to Part I, Item 1A. “Risk Factors” of this 2024 Annual Report on Form 10-K for further information.
However, if new or amended laws or regulations impose significant operational restrictions and compliance requirements upon the Company or its products, the Company's business, capital expenditures, results of operations, financial condition and competitive position could be negatively impacted. Refer to Part I, Item 1A. “Risk Factors” of this 2025 Annual Report on Form 10-K for further information.
The Company’s broad range of communication solutions include the ORION® branded family of radio endpoints, along with remote telemetry units providing customers with a choice of industry-leading options for communicating data from hardware into use-specific software applications. The Company’s hardware-enabled software provides the insights and analytics critical to the holistic management of our customers’ water systems.
The Company’s broad range of communication solutions include the ORION® branded family of radio endpoints, along with remote telemetry units providing customers with a choice of industry-leading options for communicating data from hardware into use-specific software applications. The Company’s hardware-enabled software solutions provide insights and analytics critical to the holistic management of our customers’ water systems.
While we are proud of our performance in 2024, most notably in relation to industry averages, we recognize there is more work to be done. • Badger Meter’s Human Rights Policy outlines our commitment to respecting and supporting internationally recognized human rights and freedoms. • We provide an Employee Assistance Program (EAP) and mental health coverage. Community and Social Activities.
While we are proud of our performance in 2025, most notably in relation to industry averages, we recognize there is more work to be done. • Badger Meter’s Human Rights Policy outlines our commitment to respecting and supporting internationally recognized human rights and freedoms. • We provide an Employee Assistance Program (EAP) and mental health coverage. Community and Social Activities.
They include, among others, Emerson Electric Company, Krohne Messtechnik GmbH, Endress+Hauser AG, Yokogawa Electric Corporation and Cameron International. With a broad portfolio of meter technologies, the Company is well positioned to compete in niche, specialized applications primarily focused on water/wastewater and HVAC.
They include, among others, Emerson Electric Company, Krohne Messtechnik GmbH, Endress+Hauser AG, Yokogawa Electric Corporation and Cameron International. With a broad portfolio of meter technologies, the Company is well positioned to compete in niche, specialized applications primarily focused on water/wastewater, HVAC and corporate sustainability.
Information about the Company's sales, operating earnings and assets is included in the Consolidated Financial Statements and in Note 9 “Industry Segment and Geographic Areas” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2024 Annual Report on Form 10-K.
Information about the Company's sales, operating earnings and assets is included in the Consolidated Financial Statements and in Note 9 “Industry Segment and Geographic Areas” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2025 Annual Report on Form 10-K.
ITEM 1. BUSINESS Badger Meter, Inc. (the “Company”) is a leading innovator, manufacturer and marketer of products incorporating flow measurement, quality, control and other system solutions serving markets worldwide. The Company was incorporated in 1905. Throughout this 2024 Annual Report on Form 10-K, the words “we,” “us” and “our” refer to the Company.
ITEM 1. BUSINESS Badger Meter, Inc. (the Company) is a leading innovator, manufacturer and marketer of products incorporating flow measurement, quality, control and other system solutions serving markets worldwide. The Company was incorporated in 1905. Throughout this 2025 Annual Report on Form 10-K, the words “we,” “us” and “our” refer to the Company.
Market Overview, Products and Solutions With more than a century of water technology innovation, Badger Meter is a global provider of industry leading water management solutions, with nearly 95% of net sales derived from water-related applications.
Market Overview, Products and Solutions With more than a century of water technology innovation, Badger Meter is a global provider of industry leading water management solutions, with approximately 95% of net sales derived from water-related applications.
We believe that developing a diverse business makes us and society stronger, energizes our growth through customer engagement and helps us attract and retain talent: • We maintain a Code of Conduct, Human Rights policy, Equal Employment Opportunity policy and partner with a variety of recruiting and hiring agencies focused on comprehensive candidate pools. • We conduct a global pay equity analysis on an annual basis, with no findings requiring adjustments. • We have a dedicated diversity and inclusion team focused on leveraging diverse perspectives and enhancing the active participation and commitment of employees in their work and the organization as a whole. • We are a signatory to the Equality Act. • We actively participate as part of the Metropolitan Milwaukee Association of Commerce (MMAC) Diversity Pledge, a commitment to increasing diversity representation in the workforce. • The following provides the percentage of certain employee demographic details aligned with the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI) reporting frameworks: 2024 2023 Females in the workforce, globally 40% 40% Female representation in management, globally 30% 28% Female representation in manufacturing, globally 50% 51% Female representation on the Board of Directors 33% 33% Minorities in the U.S. workforce 32% 32% Minority representation in U.S. management 15% 15% Minority representation in U.S. manufacturing 58% 56% Employee Rights, Health and Safety.
We believe that developing a diverse business makes us and society stronger, energizes our growth through customer engagement and helps us attract and retain talent: • We maintain a Code of Conduct, Human Rights policy, Equal Employment Opportunity policy and partner with a variety of recruiting and hiring agencies focused on comprehensive candidate pools. • We conduct a global pay equity analysis on an annual basis, with no findings requiring adjustments. • We have a dedicated diversity and inclusion team focused on leveraging diverse perspectives and enhancing the active participation and commitment of employees in their work and the organization as a whole. • We are a signatory to the Equality Act. • We actively participate as part of the Metropolitan Milwaukee Association of Commerce (MMAC) Diversity Pledge, a commitment to increasing diversity representation in the workforce. • The following provides the percentage of certain employee demographic details aligned with the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI) reporting frameworks: 2025 2024 Females in the workforce, globally 39% 40% Female representation in management, globally 30% 30% Female representation in manufacturing, globally 49% 50% Female representation on the Board of Directors 33% 33% Minorities in the U.S. workforce 32% 32% Minority representation in U.S. management 17% 15% Minority representation in U.S. manufacturing 61% 58% Employee Rights, Health and Safety.
Expenditures for compliance control provisions and regulations during 2024, 2023 and 2022 were not material. 7 Government Regulations The Company’s operations worldwide are subject to various federal, state, local and foreign laws and regulations. Whether at the federal, state, or local level, the intent of these laws and regulations is to protect product safety, public health and the environment.
Expenditures for compliance control provisions and regulations during 2025, 2024 and 2023 were not material. Government Regulations The Company’s operations worldwide are subject to various federal, state, local and foreign laws and regulations. Whether at the federal, state, or local level, the intent of these laws and regulations is to protect product safety, public health and the environment.
In addition to on-the-job safety, we take a holistic view of employee health and well-being, including our multifaceted wellness program, B|Well, which focuses on employee physical, mental and financial well-being. • Safety, as measured by our global Total Case Incident Rate (TCIR), was 0.43 in 2024, compared to 0.40 in 2023, and 0.59 in 2022. Our goal is zero.
In addition to on-the-job safety, we take a holistic view of employee health and well-being, including our multifaceted wellness program, B|Well, which focuses on employee physical, mental and financial well-being. • Safety, as measured by our global Total Case Incident Rate (TCIR), was 0.63 in 2025, compared to 0.43 in 2024, and 0.40 in 2023. Our goal is zero.
Our comprehensive benefits include healthcare, disability and life insurance, paid time off, and various leave programs, as well as retirement savings plans and financial advisory services. • We invest in the growth and development of our employees, offering a range of programs for employees at all stages of their career that spans on-demand, virtual, and live instructor-led formats. • We offer flexible, remote work and part-time arrangements, as business roles permit. • Our regrettable turnover decreased to 6.6% in 2024, compared to 8.3% in 2023, and 10.0% in 2022.
Our comprehensive benefits include healthcare, disability and life insurance, paid time off, and various leave programs, as well as retirement savings plans and financial advisory services. • We invest in the growth and development of our employees, offering a range of programs for employees at all stages of their career that spans on-demand, virtual, and live instructor-led formats. • We offer flexible, remote work and part-time arrangements, as business roles permit. • Our regrettable turnover decreased to 5.7% in 2025, compared to 6.6% in 2024, and 8.3% in 2023.
Competitors in the utility water product line vary based on specific hardware, communication and/or software elements. Across the Company's BlueEdge suite of offerings, organizations such as Sensus (Xylem Inc.), Neptune (Roper Technologies), Hach (Veralto), Itron, Aclara (Hubbel), Mueller Water, Kamstrup and others have select elements of competitive hardware, communication and/or software solutions.
Competitors in the utility water product line vary based on specific hardware, communication and/or software elements. Across the Company's BlueEdge suite of offerings, organizations such as Sensus (Xylem Inc.), Neptune (Roper Technologies, Inc.), Hach (Veralto Corp.), Itron Inc., Aclara (Hubbell Inc.), Mueller Water Products Inc., Kamstrup and others have select elements of competitive hardware, communication and/or software solutions.
We strive to deliver people practices that attract, develop, engage and retain the best talent while fostering an environment that encourages every employee to contribute to the Company's vision in a meaningful and positive way. The Company and its subsidiaries employed 2,210 persons at December 31, 2024.
We strive to deliver people practices that attract, develop, engage and retain the best talent while fostering an environment that encourages every employee to contribute to the Company's vision in a meaningful and positive way. The Company and its subsidiaries employed 2,477 persons at December 31, 2025.
There are 119 employees covered by a collective bargaining agreement with District 10 of the International Association of Machinists. The Company currently operates under a three-year contract with the union, which expires on October 31, 2025. The Company believes it has good relations with the union and its employees.
There are 108 employees covered by a collective bargaining agreement with District 10 of the International Association of Machinists. The Company currently operates under a three-year contract with the union, which expires on October 31, 2028. The Company believes it has good relations with the union and its employees.
The Company believes it currently provides the leading technologies that span the full water distribution network. A number of the Company's competitors in certain markets have greater financial resources than the Company. The Company, however, believes it currently provides the leading technologies that span the water distribution network.
A number of the Company's competitors in certain markets have greater financial resources than the Company. The Company, however, believes it currently provides the leading technologies that span the full water cycle.
Prior to joining the Company, Mr. Htwe served as Vice President of Global Operations for Emerson Commercial and Residential Solutions for its InSinkErator business unit from January 2022 to December 2022 and Vice President of Operations for Wahl Clipper Corporation from March 2013 to December 2021. Previously, he held roles of increasing responsibility at Oshkosh Corporation. Ms.
Htwe served as Vice President of Global Operations for Emerson Commercial and Residential Solutions for its InSinkErator business unit from January 2022 to December 2022 and Vice President of Operations for Wahl Clipper Corporation from March 2013 to December 2021. Previously, he held roles of increasing responsibility at Oshkosh Corporation. Ms.
The data and insights collected from these additional operational sensors are often conveyed by cellular networks and can be leveraged alongside of the metering data within BEACON to unlock powerful insights about the operations of a customer's distribution and collection network.
The data and insights collected from these additional operational sensors are often conveyed by cellular or satellite networks and can be leveraged alongside the metering data within BEACON or other software platforms to unlock powerful insights about the operations of a customer's distribution and collection network.
As a result of significant research and development activities, the Company enjoys favorable patent positions and trade secret protections for several of its technologies, products and processes. There are many competitors in the flow instrumentation markets due to the various end markets and applications served.
As a result of significant research and development activities, along with first-mover technology advancement, the Company enjoys favorable patent positions and trade secret protections for several of its technologies, products and processes. There are many competitors in the flow instrumentation markets due to the various end markets and applications served.
The Badger Meter offerings, marketed as BlueEdge™, are comprised of a suite of tailorable solutions that connect water management technology, software, and support services to deliver insights enabling the proactive management of water across the water cycle.
Badger Meter's offerings, marketed as BlueEdge®, represent a suite of tailorable solutions that connect water management technology, software, and support services to deliver insights enabling the proactive management of water across the water cycle.
The Company’s BEACON® Software as a Service (SaaS), amongst others, improves utility visibility to their water and water usage. BEACON is a secure, cloud-hosted software suite that includes a customizable dashboard and has the ability to establish alerts for specific conditions.
The Company’s BEACON® Software as a Service (SaaS), amongst others, improves utility visibility to their water and water usage. BEACON is a secure, cloud-hosted software suite that includes customizable dashboards and established alerts for specific conditions.
Research and Development Expenditures for research and development activities related to development of new products, the improvement of existing products and manufacturing process improvements were $19.2 million in 2024, $19.0 million in 2023 and $15.8 million in 2022. Research and development activities are primarily sponsored by the Company.
Research and Development Expenditures for research and development activities related to development of new products, the improvement of existing products and manufacturing process improvements were $21.6 million in 2025, $19.2 million in 2024 and $19.0 million in 2023. Research and development activities are primarily sponsored by the Company.
A stabilizing labor market in the US was the primary driver of the decrease. • We completed our fourth annual global employee engagement survey in 2024, with over 95% of all global employees voluntarily participating. The 2024 survey showed improvement in many areas, as a result of our targeted engagement 8 action plan and commitment to continuous improvement.
A stabilizing labor market in the U.S. was the primary driver of the decrease. • We completed our fifth annual global employee engagement survey in 2025, with over 95% of all global employees voluntarily participating. The 2025 survey showed improvement in many areas, as a result of our targeted engagement action plan and commitment to continuous improvement.
Through both financial contributions and volunteer efforts of our employees, Badger Meter supports programs and organizations that address water conservation and quality, education and community concerns which are all vital to community sustainability. Information about the Company’s Executive Officers The following table sets forth certain information regarding the Executive Officers of the Registrant. Name Position Age at 2/28/2025 Kenneth C.
Through both financial contributions and volunteer efforts of our employees, Badger Meter supports programs and organizations that address water conservation and quality, education and community concerns which are all vital to community sustainability. 9 Information about the Company’s Executive Officers The following table sets forth certain information regarding the Executive Officers of the Registrant.
This product line further comprises other instruments and sensors used in the water distribution system to ensure the safe and efficient delivery of clean water. These sensors are used to detect leaks and to 5 monitor various water quality parameters throughout the distribution system and treatment process.
This product line further comprises other instruments and sensors used in the water distribution and collection system to ensure the safe and efficient treatment, delivery and return of water. These sensors are used to detect leaks, monitor various water quality parameters throughout the distribution system and treatment process, and monitor, detect and prevent sewer overflow spills.
The Company’s measurement and control hardware, instruments and sensors are primarily comprised of the following product families: • meters that measure the flow of water and other fluids and are known for accuracy, long-lasting durability and for providing valuable and timely flow measurement data. • water quality monitoring solutions, including optical sensing and electrochemical instruments that provide real-time, on-demand data parameters. • high frequency pressure and acoustic leak detection hardware that provides real-time monitoring data.
The Company’s measurement and control hardware, instruments and sensors primarily include the following product families: • meters that measure the flow of water and other fluids and are known for accuracy, long-lasting durability and for providing valuable and timely flow measurement data. • water quality monitoring solutions, including optical sensing and electrochemical instruments that provide real-time, on-demand data parameters. • high frequency pressure and acoustic leak detection hardware that provide real-time monitoring data. • remote sewer monitoring solutions to aid in predicting, detecting and preventing sewer overflow spills and lift station solutions for monitoring and control.
This support is becoming increasingly critical as customers strive to extract maximum value from their technology investments while managing through workforce demographic changes, among other operating challenges.
This support is becoming increasingly critical as customers strive to extract maximum value from their deployed technology investments while managing workforce demographic changes, infrastructure upgrades, and water loss management, among other operating challenges.
Stuyvenberg joined Badger Meter in April 2007 as Mechanical Engineer of Applied Research and has since held roles of increasing responsibility, including Manager of Mechanical Engineering and Director of Utility Engineering. Mr. Weltzien has served as Vice President – Controller for more than five years.
Stuyvenberg joined Badger Meter in April 2007 as Mechanical Engineer of Applied Research and has since held roles of increasing responsibility, including Manager of Mechanical Engineering and Director of Utility Engineering. Ms. Tarantino was elected Vice President – Controller in January 2026. Ms.
The Company exports products from the United States that are manufactured in Milwaukee, Wisconsin, Racine, Wisconsin, Tulsa, Oklahoma and Collegeville, Pennsylvania. Information about the Company's foreign operations and export sales is included in Note 9 “Industry Segment and Geographic Areas” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2024 Annual Report on Form 10-K.
Information about the Company's foreign operations and export sales is included in Note 9 “Industry Segment and Geographic Areas” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2025 Annual Report on Form 10-K.
Flow instrumentation products are generally sold through manufacturers’ representatives and original equipment manufacturers as the primary flow measurement device within a product or system.
Flow instrumentation products are generally sold through manufacturers’ representatives and original equipment manufacturers as the primary flow measurement device within a product or system. Specialized communication protocols that control the entire flow measurement process and mandatory certifications drive these markets.
There is no arrangement or understanding between any executive officer and any other person pursuant to which he or she was elected as an officer. Mr.
Each officer holds office until his or her successor has been elected or until his or her death, resignation or removal. There is no arrangement or understanding between any executive officer and any other person pursuant to which he or she was elected as an officer. Mr.
Specialized communication protocols that control the entire flow measurement process and mandatory certifications drive these markets. 6 The industries served by the Company’s flow instrumentation products face accelerating demands to contain costs, reduce product variability, and meet ever-changing safety, regulatory and sustainability requirements.
The industries served by the Company’s flow instrumentation products face accelerating demands to contain costs, reduce product variability, and meet ever-changing safety, regulatory and sustainability requirements.
Stoll has served as Vice President - Sales and Marketing for more than five years. Mr. Stuyvenberg was elected Vice President – Water Quality in January 2022, Vice President - Software and Water Quality in January 2023 and Vice President - SaaS, Global Commercial and International Utility in September 2024. Mr.
Stuyvenberg was elected Vice President – Water Quality in January 2022, Vice President — Software and Water Quality in January 2023, Vice President — SaaS, Global Commercial and International Utility in September 2024 and Executive Vice President - SaaS, Global Commercial and International Utility in January 2026. Mr.
It also includes high frequency pressure and leak detection sensors that provide real-time alarms and event location triangulation to aid operators in responding to burst pipe and other leak events quickly, reducing water loss and system downtime.
Real-time water quality parameters enhance the scope of actionable data for water utilities to improve operational security, awareness and efficiency. The Company's solutions also include high frequency pressure and leak detection sensors that provide real-time alarms and event location triangulation to aid operators in responding to burst pipe and other leak events quickly, reducing water loss and system downtime.
The Company’s net sales and corresponding net earnings depend on unit volume and product mix, with the Company generally earning higher average selling prices and margins on meters coupled with radio technology, software, water quality monitoring and on ultrasonic compared to mechanical meters.
The Company’s net sales and corresponding net earnings depend on unit volume and product mix, with the Company generally earning higher average selling prices and margins on meters coupled with radio technology, software, water quality monitoring, sewer line and lift station monitoring and on ultrasonic compared to mechanical meters. 6 Flow Instrumentation Product Line (approximately 11% of Net Sales in 2025) The flow instrumentation product line primarily serves water applications throughout the broader industrial market, with both standard and customized solutions.
Flow Instrumentation Product Line (approximately 12% of Net Sales in 2024) The flow instrumentation product line primarily serves water applications throughout the broader industrial market, with both standard and customized solutions. This product line includes meters, valves and other sensing instruments sold worldwide to measure and control the quantity of fluids, including water, air, steam, and other liquids and gases.
This product line includes meters, valves and other sensing instruments sold worldwide to measure and control the quantity of fluids, including water, air, steam, and other liquids and gases.
Wrocklage was elected Vice President – Chief Financial Officer and Treasurer in 2019 and Senior Vice President – Chief Financial Officer in January 2020. Ms. Bauer has served as Vice President - Investor Relations, Corporate Strategy and Treasurer for more than five years. Mr. Begale has served as Vice President - Engineering for more than five years. Mr.
Weltzien has served as Vice President – Controller for more than five years and was elected Vice President — Chief Financial Officer and Treasurer in January 2026. 10 Mr. Wrocklage has served as Senior Vice President – Chief Financial Officer for more than five years and was elected Executive Vice President – North America Municipal Utility in January 2026.
In addition, the Company provides various other hardware, instruments and sensors, and related software, to enhance the scope and breadth of connected data valuable to a water utility's operation. This includes water quality monitoring solutions utilizing optical sensors and electrochemical instruments that measure a variety of parameters including turbidity, pH, chlorine, nitrates and approximately 40 others.
The Company estimates that approximately 40% of water meters installed in the United States have been converted to AMI systems. In addition, the Company provides various other hardware, instruments and sensors, and related software, to enhance the scope and breadth of connected data valuable to a water utility's operation.
Bergum has served as Vice President - General Counsel and Secretary for more than five years. Ms. Hopkins was elected Vice President - Human Resources in October 2020. Prior to joining the Company, Ms.
Previously, he held roles of increasing responsibility at EMTEQ Inc., and Ingersoll-Rand. Ms. Hopkins has served as Vice President – Human Resources for more than five years. Mr. Htwe was elected Vice President – Global Operations in January 2023. Prior to joining the Company, Mr.
Utilizing these solutions, water quality can be monitored continually or periodically throughout the network from its original source to the point in which it is recycled and returned. Real-time water quality parameters enhance the scope of actionable data for water utilities to improve operational security, awareness and efficiency.
This includes water quality monitoring solutions utilizing optical sensors and electrochemical instruments that measure a variety of parameters including turbidity, pH, chlorine, nitrates and approximately 40 others. Utilizing these solutions, water quality can be monitored continually or periodically throughout the network from its original source to the point in which it is recycled and returned.
Hopkins Vice President — Human Resources 57 Richard Htwe Vice President — Global Operations 58 Kimberly K. Stoll Vice President — Sales and Marketing 58 Matthew L. Stuyvenberg Vice President — SaaS, Global Commercial and International Utility 42 Daniel R. Weltzien Vice President — Controller 46 9 There are no family relationships between any of the executive officers.
Hopkins Vice President — Human Resources 58 Richard Htwe Vice President — Global Operations 59 Kimberly K. Stoll Vice President — Customer Support and General Manager — SmartCover 59 Matthew L. Stuyvenberg Executive Vice President — SaaS, Global Commercial and International Utility 43 Christina M. Tarantino Vice President — Controller 40 Daniel R.
The industry continues to undergo a conversion from manually read water meters to meters with radio technology, and for AMR systems to be upgraded to digital AMI solutions. The Company estimates that approximately 40% of water meters installed in the United States have been converted to AMI systems.
Water meter replacement and the adoption and deployment of new technologies comprise the majority of smart water product sales, including radio products. Housing starts have only a minimal impact on annual sales. The industry continues to undergo a conversion from manually read water meters to meters with radio technology, and for AMR systems to be upgraded to digital AMI solutions.
Bockhorst Chairman, President and Chief Executive Officer 52 Robert A. Wrocklage Senior Vice President — Chief Financial Officer 46 Karen M. Bauer Vice President — Investor Relations, Corporate Strategy and Treasurer 57 Fred J. Begale Vice President — Engineering 60 William R. A. Bergum Vice President — General Counsel and Secretary 60 Sheryl L.
Name Position Age at 2/28/2026 Kenneth C. Bockhorst Chairman, President and Chief Executive Officer 53 Fred J. Begale Vice President — Utility New Product Development 61 William R. A. Bergum Vice President — General Counsel and Secretary 61 Edward F. Callahan Vice President — Engineering 50 Sheryl L.
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The Company’s solutions fall into two product lines: sales of meters, water quality sensors and other hardware, communication, and software and related technologies, to water utilities (utility water) and sales of meters, other sensing instruments, valves, software and other solutions to commercial and industrial customers, including water related applications (flow instrumentation).
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Additional solutions include sewer and lift station monitoring sensors to measure sewer and hydrogen sulfide levels. The resulting data is provided real time, allowing utilities to initiate actions to prevent sewer overflows, reduce sewer odor and optimize cleanings, while managing resources and costs.
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Water meter replacement and the adoption and deployment of new technologies comprise the majority of smart water product sales, including radio products. To a much lesser extent, housing starts also contribute to sales annually.
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Weltzien Vice President — Chief Financial Officer and Treasurer 47 Robert A. Wrocklage Executive Vice President — North America Municipal Utility 47 There are no family relationships between any of the executive officers. Officers are elected annually at the first meeting of the Board of Directors (the Board) held after each annual meeting of the shareholders.
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Officers are elected annually at the first meeting of the Board of Directors (the "Board") held after each annual meeting of the shareholders. Each officer holds office until his or her successor has been elected or until his or her death, resignation or removal.
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Bockhorst has served as Chairman, President and Chief Executive Officer for more than five years. Mr. Begale has served as Vice President – Engineering for more than five years and was elected to Vice President — Utility New Product Development in January 2026. Mr. Bergum has served as Vice President – General Counsel and Secretary for more than five years.
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Bockhorst was elected President in April 2018, Chief Executive Officer in January 2019 and Chairman in January 2020 after serving as Senior Vice President - Chief Operating Officer for the Company from October 2017 to April 2018. Mr.
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Mr. Callahan was elected Vice President – Engineering in January 2026. Prior to joining the Company, Mr. Callahan served as Senior Director - Global Engineering for BW Converting Technologies at Barry-Wehmiller from July 2021 to December 2025 and Director - Connected Aircraft Solutions for Astronautics Corporation of America from July 2018 to June 2021.
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Hopkins served as Vice President of Human Resources for ADVENT from April 2019 to October 2020 and Senior Vice President of Human Resources for Runzheimer International from July 2010 to March 2018. Previously, she held roles of increasing responsibility at Eaton Corporation and other multinational public companies. Mr. Htwe was elected Vice President - Global Operations in January 2023.
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Stoll has served as Vice President – Sales and Marketing for more than five years and was elected to Vice President – Customer Support and General Manager — SmartCover in January 2026. Mr.
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Tarantino joined Badger Meter in March 2022 as Director – Accounting and Financial Reporting through January 2025 and then served as Senior Director – Accounting. Prior to joining the Company, Ms.
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Tarantino served as Controller at Gehl Foods, LLC from March 2019 to February 2022 and spent 5 years at Techniplas, LLC, holding various roles of increasing responsibility, including Director of Finance. Mr.
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The Company exports products from the United States that are manufactured in Milwaukee, Wisconsin, Racine, Wisconsin, Tulsa, Oklahoma, Collegeville, Pennsylvania, and Melbourne, Florida.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur ability to serve customers, as well as increase revenues and control costs, depends in part on the reliability of our sophisticated technologies, system networks and cloud-based software. We use information technology and other systems to manage our business in order to maximize our revenue, effectiveness and efficiency.
Biggest changeDisruptions and other damages to our information technology and other networks and operations, and breaches in data security or cybersecurity attacks could have a negative financial impact and damage our reputation. 15 Our ability to serve customers, as well as increase revenues and control costs, depends in part on the reliability of our sophisticated technologies, system networks and cloud-based software.
The competitive environment is also affected by the movement toward radio technologies and away from manually read meters, the demand for replacement units and, to some extent, such things as global economic conditions, the timing and size of governmental 13 programs such as stimulus programs, the ability of municipal water utility customers to authorize and finance purchases of our products, our ability to obtain financing, housing starts in the United States, and overall economic activity.
The competitive environment is also affected by the movement toward radio technologies and away from manually read meters, the demand for replacement units and, to some extent, such things as global economic conditions, the timing and size of governmental programs such as stimulus programs, the ability of municipal water utility customers to authorize and finance purchases of our products, our ability to obtain financing, housing starts in the United States, and overall economic activity.
We are affected by the availability and prices for raw materials and component parts, including purchased castings made of metal or alloys (such as brass, which uses copper as its main component, aluminum, stainless steel and cast iron), plastic resins, microprocessors and other electronic subassemblies, and components that are used in the manufacturing process.
We are affected by the availability and prices for raw materials and component parts, including purchased castings made of metal or alloys (such as brass, which uses copper as its main component, aluminum, stainless steel, cast iron and bismuth), plastic resins, microprocessors and other electronic subassemblies, and components that are used in the manufacturing process.
These risks include such things as changes in foreign currency exchange rates, including the effect of a strong or weak U.S. dollar, changes in political or economic conditions of specific countries or regions, potentially negative consequences from changes in tax laws or regulatory requirements, differing labor regulations, and the difficulty of managing widespread operations.
These risks include such things as changes in foreign currency exchange rates, including the effect of a 13 strong or weak U.S. dollar, changes in political or economic conditions of specific countries or regions, potentially negative consequences from changes in tax laws or regulatory requirements, differing labor regulations, and the difficulty of managing widespread operations.
The unpredictable 14 nature of weather conditions and climate change therefore may result in volatility for certain portions of our business, as well as the operations of certain of our customers and suppliers. Failure to meet sustainability expectations or standards, or to achieve our sustainability goals, could adversely affect our business, results of operations and overall financial performance.
The unpredictable nature of weather conditions and climate change therefore may result in volatility for certain portions of our business, as well as the operations of certain of our customers and suppliers. Failure to meet sustainability expectations or standards, or to achieve our sustainability goals, could adversely affect our business, results of operations and overall financial performance.
Failure to successfully identify, complete and integrate acquired businesses or products could adversely affect our operations. 15 As part of our business strategy, we continue to evaluate and may pursue selected business or product acquisition opportunities that we believe may provide us with certain operating and financial benefits.
Failure to successfully identify, complete and integrate acquired businesses or products could adversely affect our operations. As part of our business strategy, we continue to evaluate and may pursue selected business or product acquisition opportunities that we believe may provide us with certain operating and financial benefits.
There can be no assurance that we will have sufficient resources to make such investments or that we will be able to make the technological advances necessary to maintain such competitive advantage. If we are unable to maintain our competitive advantage, our future financial performance may be adversely affected.
There can be no assurance that we will have sufficient resources to make such investments or that we will be able to make the 11 technological advances necessary to maintain such competitive advantage. If we are unable to maintain our competitive advantage, our future financial performance may be adversely affected.
ITEM 1A. R ISK FACTORS Shareholders, potential investors and other readers are urged to consider the significant business risks described below in addition to the other information set forth or incorporated by reference in this 2024 Annual Report on Form 10-K, including the “Special Note Regarding Forward Looking Statements” at the front of this 2024 Annual Report on Form 10-K.
ITEM 1A. R ISK FACTORS Shareholders, potential investors and other readers are urged to consider the significant business risks described below in addition to the other information set forth or incorporated by reference in this 2025 Annual Report on Form 10-K, including the “Special Note Regarding Forward Looking Statements” at the front of this 2025 Annual Report on Form 10-K.
The extent to which future pandemics impact our business operations in future periods will depend on multiple factors that cannot be accurately predicated at this time, such as the duration and scope of any pandemic, the extent and effectiveness of 12 containment actions, the disruption caused by such actions, and the impact of these and other factors on our employees, suppliers and customers.
The extent to which future pandemics impact our business operations in future periods will depend on multiple factors that cannot be accurately predicted at this time, such as the duration and scope of any pandemic, the extent and effectiveness of containment actions, the disruption caused by such actions, and the impact of these and other factors on our employees, suppliers and customers.
Treasury Department’s Office of Foreign Assets Control (OFAC), the European Union, the United Nations and trade sanction laws, such as the Iran Threat Reduction and Syria Human Rights Act of 2012 or Russian and Belarus Financial Sanctions Act of 2022. Our policies mandate strict compliance with such laws and we devote resources to ensure compliance.
Treasury Department’s Office of Foreign Assets Control (OFAC), the European Union, the United Nations and trade sanction laws, such as the Iran Threat Reduction and Syria Human Rights Act of 2012 or Russian and Belarus Financial Sanctions Act of 2022.
A successful claim brought against us with respect to a defective product in excess of available insurance coverage, if any, or a requirement to participate in a major product recall, could have a material adverse effect on our business, results of operations or financial condition. 11 If our software products do not operate as intended, our business could be materially and adversely affected.
A successful claim brought against us with respect to a defective product in excess of available insurance coverage, if any, or a requirement to participate in a major product recall, could have a material adverse effect on our business, results of operations or financial condition.
In addition, we rely on single suppliers for microprocessors, castings and components in several of our product lines and the loss of such suppliers could temporarily disrupt operations in the short term. Global public health pandemics could have a material adverse effect on our business, results of operations and financial condition.
In addition, we rely on single suppliers for microprocessors, castings and components in several of our product lines and the loss of such suppliers could temporarily disrupt operations in the short term. Economic conditions could cause a material adverse impact on our sales and results of operations.
BUSINESS CONDITIONS The inability to obtain adequate supplies of raw materials and component parts at reasonable prices could decrease our profit margins and negatively impact timely delivery to customers and could have a material adverse effect on our business, results of operations and financial condition.
Such litigation and misappropriation of our proprietary information could hinder our ability to market and sell products and services and our results of operations, financial position and cash flows could be materially and adversely affected. 12 BUSINESS CONDITIONS The inability to obtain adequate supplies of raw materials and component parts at reasonable prices could decrease our profit margins and negatively impact timely delivery to customers and could have a material adverse effect on our business, results of operations and financial condition.
We sell software products, including cloud-based solutions, that may contain unexpected design defects or may encounter unexpected complications when used with other technologies utilized by the customer.
If our software products do not operate as intended, our business could be materially and adversely affected. We sell software products, including cloud-based solutions, that may contain unexpected design defects or may encounter unexpected complications when used with other technologies utilized by the customer.
If we are not able to respond to and manage the impact of such events effectively, we could experience a material adverse effect on our business, results of operations and overall financial performance. Economic conditions could cause a material adverse impact on our sales and results of operations.
If we are not able to respond to and manage the impact of such events effectively, we could experience a material adverse effect on our business, results of operations and overall financial performance. GOVERNMENT REGULATION Violations or alleged violations of laws that impose requirements for the conduct of the Company’s overseas operations, including the U.S.
Changes in environmental or regulatory requirements, including climate change legislation, could entail additional expenses that could decrease our profitability.
Our policies mandate strict compliance with such laws and we devote resources to ensure compliance. 14 Changes in environmental or regulatory requirements, including climate change legislation, could entail additional expenses that could decrease our profitability.
Drought conditions could drive higher demand for smart water solutions that advance conservation efforts in residential and commercial applications.
Climate change, extreme weather and other natural phenomena could adversely affect our business. Climate changes and weather conditions may affect, or cause volatility in, our financial results. Drought conditions could drive higher demand for smart water solutions that advance conservation efforts in residential and commercial applications.
Litigation may result in substantial costs and may divert management's attention and resources, which could adversely affect our profitability or financial condition. Disruptions and other damages to our information technology and other networks and operations, and breaches in data security or cybersecurity attacks could have a negative financial impact and damage our reputation.
Litigation may result in substantial costs and may divert management's attention and resources, which could adversely affect our profitability or financial condition.
For our flow instrumentation products, the competitive environment is affected by the general economic health of various industrial sectors particularly in the United States and Europe. GOVERNMENT REGULATION Violations or alleged violations of laws that impose requirements for the conduct of the Company’s overseas operations, including the U.S.
For our flow instrumentation products, the competitive environment is affected by the general economic health of various industrial sectors particularly in the United States and Europe. Global public health pandemics could have a material adverse effect on our business, results of operations and financial condition.
These types of changes, as well as any related regulatory changes, could significantly increase our costs and adversely affect our profitability and financial condition. Climate change, extreme weather and other natural phenomena could adversely affect our business. Climate changes and weather conditions may affect, or cause volatility in, our financial results.
The cancelation or significant modification of the United States - Mexico - Canada Agreement (USMCA) could lead to an increase in tariff costs and other supply chain disruptions. These types of changes, as well as any related regulatory changes, could significantly increase our costs and adversely affect our profitability and financial condition.
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Such litigation and misappropriation of our proprietary information could hinder our ability to market and sell products and services and our results of operations, financial position and cash flows could be materially and adversely affected.
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We use information technology and other systems to manage our business in order to maximize our revenue, effectiveness and efficiency.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe SVP-CFO, VP-Controller and VP-General Counsel are explicitly informed by the Director of Information Systems, internal security team and Managed Security Service Provider (MSSP) of incidents and periodically updated on the investigation progress and impact of the incident. Management also receives explicit monthly summaries on all incidents. Material incidents are summarized at an annual management review meeting.
Biggest changeAdditionally, Company management meets monthly as part of the cybersecurity steering committee to direct proper activities to mitigate any risks identified. 17 The VP-CFO, VP-Controller and VP-General Counsel are explicitly informed by the Director of Information Systems, internal security team and Managed Security Service Provider (MSSP) of incidents and periodically updated on the investigation progress and impact of the incident.
The involvement of the full Board in setting the Company’s business strategy is a key part of its assessment of management’s tolerance for risk and also a determination of what constitutes an appropriate level of risk for the Company. Refer to Part I, Item 1A.
The involvement of the full Board in setting the Company’s business strategy is a key part of its assessment of management’s tolerance for risk and also a determination of what constitutes an appropriate level of risk for the Company. 16 Refer to Part I, Item 1A.
“Risk Factors” of this 2024 Annual Report on Form 10-K for further information about the Company's overall ERM process. Risk Management and Strategy Cybersecurity is a critical component of the Company’s ERM program.
“Risk Factors” of this 2025 Annual Report on Form 10-K for further information about the Company's overall ERM process. Risk Management and Strategy Cybersecurity is a critical component of the Company’s ERM program.
Internal IS Management has the following certifications: Certified Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA), GIAC/SANS Certified Forensic Examiner, Cloud Forensics and Incident Responder (GCFR), Certified Advanced Smartphone Forensics (GASF), Certified Cloud Security Professional (CCSP), Magnet Certified Forensic Examiner, BBA Information Technology Emphasis Security, and CompTIA Security+.
Internal IS management has the following certifications: Certified Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA), GIAC Certified Forensic Examiner (GCFE), Cloud Forensics Responder (GCFR), GIAC Advanced Smartphone Forensics (GASF), GIAC Network Forensic Analyst (GNFA), GIAC Certified Forensic Analyst (GCFA), GIAC Reverse Engineering Malware (GREM), Certified Cloud Security Professional (CCSP), Magnet Certified Forensic Examiner, BBA Information Technology Emphasis Security, and CompTIA Security+.
In addition to this response planning framework, among other mitigating actions the Company maintains an insurance policy for cybersecurity liability that provides not only coverage for breaches, but also loss prevention services and claims advisors. 16 Third Party Risk Management : The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third party systems.
Third Party Risk Management : The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third party systems.
Management is actively involved in the incident response and risk management process (mitigation, transference, and acceptance). Additionally, Company management meets monthly as part of the cybersecurity steering committee to direct proper activities to mitigate any risks identified.
Management is actively involved in the incident response and risk management process (mitigation, transference, and acceptance).
Added
In addition to this response planning framework, among other mitigating actions the Company maintains an insurance policy for cybersecurity liability that provides not only coverage for breaches, but also loss prevention services and claims advisors.
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Management also receives explicit monthly summaries on all incidents. Material incidents are summarized at an annual management review meeting.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. P ROPERTIES The Company has sales, development, distribution and manufacturing facilities and customer service offices as noted in Part I, Item 1 of this 2024 Annual Report on Form 10-K under the heading “Foreign Operations and Export Sales.” The principal facilities utilized by the Company at December 31, 2024 are listed below.
Biggest changeITEM 2. P ROPERTIES The Company has sales, development, distribution and manufacturing facilities and customer service offices as noted in Part I, Item 1 of this 2025 Annual Report on Form 10-K under the heading “Foreign Operations and Export Sales.” The principal facilities utilized by the Company at December 31, 2025 are listed below.
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Lease term expires December 31, 2030, with a five year extension option.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeInformation about the Company's compliance with environmental regulations is included in Part I, Item 1 of this 2024 Annual Report on Form 10-K under the heading “Environmental Protection.” ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 18 PAR T II
Biggest changeInformation about the Company's compliance with environmental regulations is included in Part I, Item 1 of this 2025 Annual Report on Form 10-K under the heading “Environmental Protection.” ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 18 PAR T II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeTotal number of shares purchased Average price paid per share Total number of shares purchased as part of a publicly announced program Maximum number of shares that may yet be purchased under the program October 1, 2024 - October 31, 2024 - $ - - 200,000 November 1, 2024 - November 30, 2024 - $ - - 200,000 December 1, 2024 - December 31, 2024 - $ - - 200,000 Total as of December 31, 2024 - - 200,000 20 ITEM 6.
Biggest changeTotal number of shares purchased Average price paid per share Total number of shares purchased as part of a publicly announced program Maximum number of shares that may yet be purchased under the program Approximate dollar value of shares that may yet be purchased under the plan (in thousands) October 1, 2025 - October 31, 2025 27,548 $ 181.50 27,548 172,452 * November 1, 2025 - November 30, 2025 54,900 $ 182.15 82,448 117,552 * December 1, 2025 - December 31, 2025 - $ - - * $ 75,000 Total as of December 31, 2025 82,448 109,996 $ 75,000 * Share repurchase authorization of 200,000 shares was utilized through November 2025 and was then replaced with the new authorization of $75 million through November 2028.
The following graph compares on a cumulative basis the yearly percentage change since January 1, 2020 in (a) the total shareholder return on the Company’s Common Stock with (b) the total return on the Russell 2000® Index, and (c) the total return of the peer group made up of 17 companies, including the Company, in similar industries, employment markets and with similar market capitalization.
The following graph compares on a cumulative basis the yearly percentage change since January 1, 2021 in (a) the total shareholder return on the Company’s Common Stock with (b) the total return on the Russell 2000® Index, and (c) the total return of the peer group made up of 17 companies, including the Company, in similar industries, employment markets and with similar market capitalization.
The Russell 2000® Index is a trademark of the Frank Russell Company, and is used herein for comparative purposes in accordance with Securities and Exchange Commission regulations. The graph assumes $100 invested on December 31, 2019. It further assumes the reinvestment of dividends.
The Russell 2000® Index is a trademark of the Frank Russell Company, and is used herein for comparative purposes in accordance with Securities and Exchange Commission regulations. The graph assumes $100 invested on December 31, 2020. It further assumes the reinvestment of dividends.
The following table provides information about the Company's purchases under this repurchase program during the quarter ended December 31, 2024 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act.
The following table provides information about the Company's purchases under this repurchase program during the quarter ended December 31, 2025 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act.
The returns of each component company in the peer groups have been weighted based on such company's relative market capitalization. December 31 2018 2020 2021 2022 2023 2024 Badger Meter, Inc.
The returns of each component company in the peer groups have been weighted based on such company's relative market capitalization. December 31 2020 2021 2022 2023 2024 2025 Badger Meter, Inc.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED ST OCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Common Stock is traded on the New York Stock Exchange (NYSE Trading Symbol: BMI). At January 31, 2025, there were approximately 558 holders of the Company’s Common Stock.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED ST OCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Common Stock is traded on the New York Stock Exchange (NYSE Trading Symbol: BMI). At January 31, 2026, there were approximately 546 holders of the Company’s Common Stock.
(WTS) and Zurn Water Solutions Corporation (ZWS). The Company removed CIRCOR International (CIR) from the peer group due to acquisition and deregistration and subsequently added Mirion Technologies, Inc. (MIR) as a replacement to the peer group. In February 2023, the Board authorized the repurchase of up to 200,000 shares of the Company’s Common Stock through February 2026.
(WTS) and Zurn Water Solutions Corporation (ZWS). In February 2023, the Board authorized the repurchase of up to 200,000 shares of the Company’s Common Stock through February 2026. In November 2025, the Board authorized the repurchase of up to $75 million of the Company's Common Stock through November 2028, superseding the previous share repurchase authorization of 200,000 shares.
Return % 46.39% 14.12% 3.21% 42.56% 38.26% Cumulative $ $ 100.00 $ 146.39 $ 167.07 $ 172.43 $ 245.82 $ 339.87 Russell 2000 Index Return % 19.96% 14.82% -20.44% 16.93% 11.54% Cumulative $ $ 100.00 $ 119.96 $ 137.74 $ 109.59 $ 128.14 $ 142.93 New Peer Group Return % 11.08% 22.73% -22.26% 31.75% 22.83% Cumulative $ $ 100.00 $ 111.08 $ 136.33 $ 105.99 $ 139.64 $ 171.52 Old Peer Group Return % 10.24% 21.62% -21.21% 32.36% 19.82% Cumulative $ $ 100.00 $ 110.24 $ 134.07 $ 105.64 $ 139.82 $ 167.53 19 The peer group consists of Badger Meter, Inc.
Return % 14.12% 3.21% 42.56% 38.26% -17.18% Cumulative $ $ 100.00 $ 114.12 $ 117.79 $ 167.92 $ 232.17 $ 192.28 Russell 2000 Index Return % 14.82% -20.44% 16.93% 11.54% 12.81% Cumulative $ $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 134.40 Peer Group Return % 22.73% -22.26% 31.75% 22.83% 15.19% Cumulative $ $ 100.00 $ 122.73 $ 95.41 $ 125.71 $ 154.41 $ 177.87 19 The peer group consists of Badger Meter, Inc.
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Future share repurchases will be tracked against the $75 million authorization value. 20 ITEM 6. RESERVED

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCash Provided by Operations Cash provided by operations in 2024 was $155.0 million compared to $110.1 million in 2023. The increase from 2023 was driven primarily by increased operating earnings and working capital management. Operating cash flow was more than adequate to fund acquisitions of $3.0 million, capital expenditures of $12.8 million and dividends of $35.8 million in 2024.
Biggest changeOperating cash flow and cash on hand were more than adequate to fund acquisitions of $184.0 million, capital expenditures of $14.0 million and dividends of $43.5 million in 2025. Cash provided by operations in 2024 was $155.0 million compared to $110.1 million in 2023. The increase from 2023 was driven primarily by increased operating earnings and working capital management.
These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Refer to Note 1 "Basis of Presentation and Accounting Policies" in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2024 Annual Report on Form 10-K for information regarding our significant accounting policies.
These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Refer to Note 1 "Basis of Presentation and Accounting Policies" in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2025 Annual Report on Form 10-K for information regarding our significant accounting policies.
Multiple factors can have an impact on future cash flows of a reporting unit, as such, it is possible that our estimates in evaluating impairment could differ from future results. We completed our impairment analysis for goodwill and intangible assets in the fourth quarter for the year ended December 31, 2024.
Multiple factors can have an impact on future cash flows of a reporting unit, as such, it is possible that our estimates in evaluating impairment could differ from future results. We completed our impairment analysis for goodwill and intangible assets in the fourth quarter for the year ended December 31, 2025.
The Company typically does not hold or issue derivative instruments and has a policy specifically prohibiting the use of such instruments for trading purposes.
The Company typically does not hold or issue derivative instruments and has a policy specifically prohibiting the use of such instruments for trading purposes. 26
See the “Special Note Regarding Forward Looking Statements” at the front of this Annual Report on Form 10-K and Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of risks and uncertainties that could impact the Company's financial performance and results of operations.
See the “Special Note Regarding Forward Looking Statements” at the front of this Annual Report on Form 10-K and Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of risks and uncertainties that could impact the Company's financial performance and results of operations.
In addition, the market's level of acceptance of the Company's newer product offerings, including real-time water quality monitoring and BEACON SaaS, may have a significant effect on the Company's results of operations. As a result of significant research and development activities, the Company enjoys favorable patent positions for several of its products.
In addition, the market's level of acceptance of the Company's newer product offerings, including real-time water quality monitoring, sewer line monitoring and BEACON SaaS, may have a significant effect on the Company's results of operations. As a result of significant research and development activities, the Company enjoys favorable patent positions for several of its products.
The Company also has long-term obligations related to its postretirement plans which are discussed in detail in Note 7 “Employee Benefit Plans” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2024 Annual Report on Form 10-K.
The Company also has long-term obligations related to its postretirement plans which are discussed in detail in Note 7 “Employee Benefit Plans” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2025 Annual Report on Form 10-K.
CONTRACTUAL OBLIGATIONS The Company's significant contractual obligations as of December 31, 2024 are discussed in Note 12 “Leases” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2024 Annual Report on Form 10-K. There are no material undisclosed guarantees.
CONTRACTUAL OBLIGATIONS The Company's significant contractual obligations as of December 31, 2025 are discussed in Note 12 “Leases” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2025 Annual Report on Form 10-K. There are no material undisclosed guarantees.
As of December 31, 2024 the Company had no additional material purchase obligations other than those created in the ordinary course of business related to inventory and property, plant and equipment, which generally have terms of less than 90 days.
As of December 31, 2025, the Company had no additional material purchase obligations other than those created in the ordinary course of business related to inventory and property, plant and equipment, which generally have terms of less than 90 days.
As technologies such as ORION Cellular and BEACON digital solutions have become more widely adopted, the Company’s revenue from Software as a Service (SaaS) has increased significantly, and is margin accretive. The Company also seeks opportunities for additional revenue enhancement.
As technologies such as ORION Cellular and BEACON digital solutions have become more widely adopted, the Company’s revenue from SaaS has increased significantly and is margin accretive. The Company also seeks opportunities for additional revenue enhancement.
The Company establishes valuation allowances against certain deferred tax assets that are not likely to be realized. The Company recorded valuation allowances of $3.3 million and $2.7 24 million as of December 31, 2024 and 2023, respectively. The valuation allowance relates primarily to foreign net operating loss carryforwards. Goodwill and Intangible Assets Goodwill and intangible assets arise through business acquisitions.
The Company establishes valuation allowances against certain deferred tax assets that are not likely to be realized. The Company recorded valuation allowances of $3.2 million and $3.3 million as of December 31, 2025 and 2024, respectively. The valuation allowance relates primarily to foreign net operating loss carryforwards. Goodwill and Intangible Assets Goodwill and intangible assets arise through business acquisitions.
Revenue and Product Mix As the industry continues to evolve, the Company has been at the forefront of innovation across measurement hardware (metering, water quality, pressure sensors, etc.), radio and software technologies in order to meet its customers’ increasing expectations for accurate and actionable data and insights.
Revenue and Product Mix As the water industry continues to evolve, the Company has been at the forefront of innovation across measurement hardware (metering, water quality, pressure sensors, sewer monitoring, etc.) and communication and software technologies in order to meet its customers’ increasing expectations for accurate and actionable data and insights.
Our strong relationships with telecommunication providers such as AT&T and Verizon (among others), we stay abreast of emerging cellular technology changes to provide the premier infrastructure-free AMI solution.
Our strong relationships with telecommunication providers such as AT&T and Verizon (among others) allows us to stay abreast of emerging cellular technology changes to provide the premier infrastructure-free AMI solution.
Earnings and Diluted Earnings per Share For 2024, the increase in operating earnings resulted in net earnings of $124.9 million compared to $92.6 million in 2023. On a diluted basis, earnings per share were $4.23 in 2024 compared to $3.14 in 2023.
On a diluted basis, earnings per share were $4.79 in 2025 compared to $4.23 in 2024. For 2024, the increase in operating earnings resulted in net earnings of $124.9 million compared to $92.6 million in 2023. On a diluted basis, earnings per share were $4.23 in 2024 compared to $3.14 in 2023.
The Company believes that its operating cash flows, available borrowing capacity, and its ability to raise capital provide adequate resources to fund ongoing operating requirements, future capital expenditures and the development of new products. The Company had $154.1 million of unused credit lines available at December 31, 2024.
The Company believes that its operating cash flows, available borrowing capacity, and its ability to raise capital provide adequate resources to fund ongoing operating requirements, future capital expenditures and the development of new products. The Company had $154.7 million of unused credit lines available at December 31, 2025.
The Company annually reviews all uncertain tax positions, which represent tax positions taken that are subject to varied interpretations of applicable tax law. The gross accrued liability for unrecognized tax benefits was $1.2 million and $1.4 million, as of December 31, 2024 and 2023, respectively.
The Company annually reviews all uncertain tax positions, which represent tax positions taken that are subject to varied interpretations of applicable tax law. The gross accrued liability for unrecognized tax benefits was $1.3 million and $1.2 million, as of December 31, 2025 and 2024, respectively.
The purchase consideration, net of cash acquired, was approximately $185 million in cash. 21 Effective January 1, 2024, the Company acquired select remote water monitoring hardware and software, inclusive of the Telog® product line and Unity Remote Monitoring software as a service (the "Telog/Unity Assets"). The total purchase consideration for the Telog/Unity Assets was $3.0 million in cash.
Effective January 1, 2024, the Company acquired select remote water monitoring hardware and software, inclusive of the Telog® product line and Unity Remote Monitoring software as a service (the Telog/Unity Assets). The total purchase consideration for the Telog/Unity Assets was $3.0 million in cash.
Postretirement medical claims are paid by the Company as they are submitted, and they are anticipated to be $0.3 million in 2025 based on actuarial estimates; however, these amounts can vary significantly from year to year because the Company is self-insured.
Postretirement medical claims are paid by the Company as they are submitted, and they are anticipated to be $0.2 million in 2026 based on actuarial estimates; however, these amounts can vary significantly from year to year because the Company is self-insured.
The product warranty provision is estimated based upon warranty loss experience using actual historical failure rates and estimated costs of product replacement. The variables used in the calculation of the provision are reviewed at least annually. At times, warranty issues may arise which are beyond the scope of our historical experience.
The product warranty provision is estimated based upon warranty loss experience using actual historical failure rates and estimated costs of product replacement. The variables used in the calculation of the provision are reviewed throughout the year. At times, warranty issues may arise which are beyond the scope of our historical experience.
Expenditures for compliance with environmental control provisions and regulations during 2024, 2023 and 2022 were not material.
Expenditures for compliance with environmental control provisions and regulations during 2025, 2024 and 2023 were not material.
As a leading provider of water quality and pressure management monitoring solutions, we are able to meet these needs and enhance the scope of actionable data for customers to measure, conserve and protect water.
As a leading provider of water quality, pressure management, sewer line and lift station monitoring solutions, we are able to meet these needs and enhance the scope of actionable data for customers to measure, conserve and protect water.
Interest is accrued on all unrecognized tax benefits and recorded as interest expense and penalties are recorded as operating expenses in the Consolidated Statements of Operations. Accrued interest was approximately $0.1 million at both December 31, 2024 and 2023 and there were no penalties accrued in either year.
Interest is accrued on all unrecognized tax benefits and recorded as interest expense and penalties are recorded as operating expenses in the Consolidated Statements of Operations. Accrued interest was approximately $0.2 million and $0.1 million as of December 31, 2025 and 2024, respectively, and there were no penalties accrued in either year.
While our warranty costs have historically been within calculated estimates, it is possible that future warranty costs could differ significantly from those estimates. At December 31, 2024 and 2023, our reserve for product warranties was $16.7 million and $11.1 million, respectively.
While our warranty costs have historically been within calculated estimates, it 24 is possible that future warranty costs could differ significantly from those estimates. At December 31, 2025 and 2024, our reserve for product warranties was $21.6 million and $16.7 million, respectively.
As of December 31, 2024, the Company had completed its analysis for estimating the fair value of the assets acquired with no additional adjustments. This acquisition is further described in Note 3 “Acquisitions” in the Notes to Consolidated Financial Statements. Effective January 1, 2023, the Company acquired 100% of the outstanding stock of Syrinix Ltd.
As of December 31, 2024, the Company had completed its analysis for estimating the fair value of the assets acquired with no additional adjustments. This acquisition is further described in Note 3 “Acquisitions” in the Notes to Consolidated Financial Statements.
Sales of products into the global flow instrumentation end markets were $101.1 million, 0.6% higher than the prior year’s $100.5 million due to modest growth across the water-focused end markets, offset by slight declines in de-emphasized general industrial markets. Net sales in 2023 increased $138.0 million, or 24.4%, to $703.6 million from $565.6 million in 2022.
Sales of products into the global flow instrumentation end markets were $101.1 million, 0.6% higher than the prior year’s $100.5 million due to modest growth across the water-focused end markets, offset by slight declines in de-emphasized general industrial markets.
Operating Earnings Operating earnings in 2024 were $157.9 million, or 19.1% of sales, compared to $118.0 million, or 16.8% of sales, in 2023. Gross margin dollars increased $52.7 million due to higher net sales, with gross margin as a percent of sales increasing from 39.3% in 2023 to 39.8% in 2024.
Operating Earnings 22 Operating earnings in 2025 were $183.4 million, or 20.0% of sales, compared to $157.9 million, or 19.1% of sales, in 2024. Gross margin dollars increased $52.9 million due to higher net sales, with gross margin as a percent of sales increasing from 39.8% in 2024 to 41.7% in 2025.
Gross margin dollars increased $56.5 million due to higher net sales, with gross margin as a percent of sales increasing from 38.9% in 2022 to 39.3% in 2023. The gross margin improvement was due to higher volumes and favorable sales mix.
Gross margin dollars increased $52.7 million due to higher net sales, with gross margin as a percent of sales increasing from 39.3% in 2023 to 39.8% in 2024. The gross margin improvement was due to higher volumes and favorable product and customer sales mix.
For instance, the Company has made inroads into select regional markets outside the US such as the Middle East, UK and others with our BlueEdge offering. The Company sometimes oversees and supervises field installation of its products and provide training and other services for certain customers. Strategic mergers and acquisitions are another avenue for profitable sales growth.
For instance, the Company has made inroads into select regional markets outside the U.S. such as the Middle East, U.K. and others with our BlueEdge offering. The Company sometimes oversees and supervises field installation of its products and provides training and other services for certain customers.
Selling, engineering and administration (“SEA”) expenses were $158.4 million or 22.5% of sales compared to $132.7 million or 23.5% of sales in the prior year. The increase in SEA expenses year-over-year was due to higher personnel costs, including headcount, salaries and incentive compensation, as well as the acquisition of Syrinix and the associated intangible asset amortization.
SEA expenses were $171.2 million or 20.7% of sales in 2024 compared to $158.4 million or 22.5% of sales in the prior year. The increase in SEA expenses year-over-year was due to higher personnel costs, including headcount, salaries and incentive compensation, as well as professional fees associated with acquisition-related activities.
The increase in utility water sales reflected strong growth across the Company's broad suite of smart water solutions, led by cellular AMI adoption, including mechanical and ultrasonic meters, ORION Cellular endpoints, and BEACON SaaS revenues.
Sales into the utility water market were $725.5 million, an increase of 20.3% over the prior year’s $603.1 million. The increase in utility water sales reflected strong growth across the Company's suite of smart water solutions, led by cellular AMI adoption, including mechanical and ultrasonic meters, ORION Cellular endpoints, and BEACON SaaS.
The following table shows the components of our PWC: December 31, 2024 December 31, 2023 $ PWC% $ PWC% (In thousands) Receivables $ 84,325 10.2% $ 83,507 11.9% Inventories 143,408 17.3% 153,674 21.8% Payables (55,659 ) -6.7% (81,807 ) -11.6% Primary Working Capital $ 172,074 20.8% $ 155,374 22.1% Overall, PWC increased $16.7 million compared to the previous year-end.
The following table shows the components of our PWC: December 31, 2025 December 31, 2024 $ PWC% $ PWC% (In thousands) Receivables $ 112,356 12.3% $ 84,325 10.2% Inventories 151,935 16.5% 143,408 17.3% Payables (72,299 ) -7.9% (55,659 ) -6.7% Primary Working Capital $ 191,992 20.9% $ 172,074 20.8% Overall, PWC increased $19.9 million compared to the previous year-end.
The credit agreement includes a $150.0 million multi-currency line of credit that supports commercial paper (up to $100.0 million). The facility includes several features that enhance the Company’s financial flexibility including an increase feature, acquisition holiday and favorable financial covenants. The Company was in compliance with all covenants as of December 31, 2024.
The facility includes several features that enhance the Company’s financial flexibility including an increase feature, acquisition holiday and favorable financial covenants. The Company was in compliance with all covenants as of December 31, 2025.
The Company attempts to mitigate these risks by working closely with key suppliers, purchasing minimal amounts from alternative suppliers and by purchasing business interruption insurance where appropriate. 25 Raw materials used in the manufacture of the Company's products include purchased castings made of metal or alloys (such as brass, which uses copper as its main component, aluminum, stainless steel and cast iron), plastic resins, glass, microprocessors and other electronic subassemblies, and components.
Raw materials used in the manufacture of the Company's products include purchased castings made of metal or alloys (such as brass, which uses copper as its main component, aluminum, stainless steel, cast iron and bismuth), plastic resins, glass, microprocessors and other electronic subassemblies, and components. The Company does not hold significant amounts of precious metals.
Capital expenditures were $12.8 million, $12.0 million and $5.9 million in fiscal 2024, 2023 and 2022, respectively. Capital expenditures for fiscal 2025 are expected to be in the $15.0-19.0 million range, but could vary depending on timing of projects, growth opportunities and the amount of assets purchased.
Capital expenditures for fiscal 2026 are expected to be in the $15.0-19.0 million range, but could vary depending on timing of projects, growth opportunities and the amount of assets purchased. The Company had no borrowings as of the end of 2025 or 2024. At the end of 2025, the Company was in a net cash position of $226.0 million.
The increase in interest income in 2024, 2023 and 2022 was due to increased cash balances. 22 Income Taxes There were no significant variations in the provision for income taxes as a percentage of earnings before income taxes which was 25.0%, 24.1% and 24.2% for 2024, 2023 and 2022, respectively.
Income Taxes There were no significant variations in the provision for income taxes as a percentage of earnings before income taxes which were 24.9%, 25.0% and 24.1% for 2025, 2024 and 2023, respectively. Earnings and Diluted Earnings per Share For 2025, the increase in operating earnings resulted in net earnings of $141.6 million compared to $124.9 million in 2024.
In addition, depending on market conditions, the Company may access the capital markets to strengthen its capital position and to provide additional liquidity for general corporate purposes. Primary Working Capital We use primary working capital ("PWC") as a percentage of sales as a key metric for working capital efficiency.
LIQUIDITY AND CAPITAL RESOURCES The main sources of liquidity for the Company are cash from operations and borrowing capacity. In addition, depending on market conditions, the Company may access the capital markets to strengthen its capital position and to provide additional liquidity for general corporate purposes.
The Company does not hold significant amounts of precious metals. The price and availability of raw materials is influenced by economic and industry conditions, including supply and demand factors that are difficult to anticipate and cannot be controlled by the Company.
The price and availability of raw materials is influenced by economic and industry conditions, including supply and demand factors that are difficult to anticipate and cannot be controlled by the Company. Commodity risk is managed by keeping abreast of economic conditions and locking in purchase prices for quantities that correspond to the Company's forecasted usage.
The gross margin improvement was due to higher volumes and favorable product and customer sales mix. Selling, engineering and administration (“SEA”) expenses were $171.2 million or 20.7% of sales in 2024 compared to $158.4 million or 22.5% of sales in the prior year.
The gross margin improvement was due to favorable product mix, driven by sales growth in ultrasonic meters, ORION Cellular radios, water quality products and SmartCover. Selling, engineering and administration (SEA) expenses were $198.6 million or 21.7% of sales in 2025 compared to $171.2 million or 20.7% of sales in the prior year.
This acquisition is further described in Note 3 “Acquisitions” in the Notes to Consolidated Financial Statements. RESULTS OF OPERATIONS Net Sales Net sales in 2024 increased $123.0 million, or 17.5%, to $826.6 million from $703.6 million in 2023. Sales into the utility water market were $725.5 million, an increase of 20.3% over the prior year’s $603.1 million.
RESULTS OF OPERATIONS Net Sales Net sales in 2025 increased $90.1 million, or 10.9%, to $916.7 million from $826.6 million in 2024. Sales into the utility water market were $816.1 million, an increase of 12.5% over the prior year’s $725.5 million.
Receivables at December 31, 2024 were $84.3 million compared to $83.5 million at the end of 2023, an increase of $0.8 million due to increased sales, offset by improved days sales outstanding. The Company believes its receivables balance is fully collectible. Inventories at December 31, 2024 were $143.4 million compared to $153.7 million at the end of 2023.
Receivables at December 31, 2025 were $112.4 million compared to $84.3 million at the end of 2024, an increase of $28.0 million due to the addition of SmartCover and timing of shipments within the fourth quarter. The Company believes its receivables balance is fully collectible.
The increase in SEA expenses year-over-year was due to higher personnel costs, including headcount, salaries and incentive compensation, as well as professional fees associated with acquisition-related activities. Operating earnings in 2023 were $118.0 million, or 16.8% of sales, compared to $87.3 million, or 15.4% of sales, in 2022.
The increase in SEA expenses year-over-year included $19.4 million for SmartCover, including $5.8 million of acquired intangible asset amortization. Excluding the impact of SmartCover, SEA increased $8.0 million from higher personnel costs, including salaries and incentive compensation. Operating earnings in 2024 were $157.9 million, or 19.1% of sales, compared to $118.0 million, or 16.8% of sales, in 2023.
Commodity risk is managed by keeping abreast of economic conditions and locking in purchase prices for quantities that correspond to the Company's forecasted usage. The Company's foreign currency risk relates to the sales of products to foreign customers and purchases of material from foreign vendors.
The Company's foreign currency risk relates to the sales of products to foreign customers and purchases of material from foreign vendors.
Sales of products into the global flow instrumentation end markets were $100.5 million, 7.2% higher than the prior year’s $93.8 million due to steady order demand across the water-focused end markets, offset by modest decline in de-emphasized general industrial markets.
Sales of products into the global flow instrumentation end markets were $100.6 million, a decrease of 0.5% from the prior year’s $101.1 million due to modest growth across the water-focused end markets, offset by declines in de-emphasized applications. Net sales in 2024 increased $123.0 million, or 17.5%, to $826.6 million from $703.6 million in 2023.
The Company's allocation of the purchase price at December 31, 2023 included $0.6 million of receivables, $0.7 million of inventories, $2.1 million of other assets, $7.7 million of intangible assets and $10.3 million of goodwill. The intangible assets acquired are primarily developed technology, customer relationships and trademarks with estimated average useful lives of 13 to 15 years.
The intangible assets acquired are primarily developed technology, customer relationships and trademarks with estimated average useful lives of 12 to 20 years. The Company also assumed $1.6 million of payables, $18.3 million of net deferred income tax liabilities, $12.2 million of deferred revenue and $3.7 million of other liabilities as part of the acquisition.
The increase in utility water sales reflected strong growth across the Company's broad suite of smart water solutions and the continued robust adoption of cellular AMI solutions, specifically ORION Cellular endpoints and BEACON SaaS revenues, as well as increased E-Series Ultrasonic meter volumes.
The increase in utility water sales reflected the ongoing customer adoption of the Company's broad suite of digital smart water solutions, including ultrasonic meters, ORION Cellular endpoints, water quality products and BEACON SaaS, as well as revenue associated with the acquisition of SmartCover of $39.7 million.
No impairment was noted and no adjustments were recorded to goodwill or intangible assets as a result of this analysis. OTHER MATTERS The Company is subject to contingencies related to environmental laws and regulations.
No impairment was noted and no adjustments were recorded to goodwill or intangible assets as a result of this analysis. Business Combinations Estimating the fair value of acquired long-lived assets and liabilities as part of a business combination requires the use of significant judgment and estimates.
Interest Income, Net Net interest income was $8.6 million in 2024, $4.0 million in 2023 and $0.6 million in 2022.
Interest Income, Net Net interest income was $5.1 million in 2025, $8.6 million in 2024 and $4.0 million in 2023. The decrease in interest income in 2025 was due to the deployment of $184.0 million of cash associated with the SmartCover acquisition. The increase in interest income in 2024 and 2023 was due to increase in cash balances.
The Company had no short-term borrowings as of the end of 2024 or 2023. At the end of 2024, the Company was in a net cash position of $295.3 million. 23 The Company’s financial condition remains strong. On July 8, 2021, the Company entered into a new credit agreement, with a maturity date of July 8, 2026.
The Company’s financial condition remains strong. On July 8, 2021, the Company entered into a new credit agreement, with a maturity date of July 8, 2026. The credit agreement includes a $150.0 million multi-currency line of credit that supports commercial paper (up to $100.0 million).
Cash provided by operations in 2023 was $110.1 million compared to $82.5 million in 2022. The increase from 2022 was driven primarily by increased operating earnings and working capital management. Operating cash flow was more than adequate to fund acquisitions ($17.1 million, net of cash acquired), capital expenditures of $12.0 million and dividends of $29.1 million in 2023.
Operating cash flow was more than adequate to fund acquisitions of $3.0 million, capital expenditures of $12.8 million and dividends of $35.8 million in 2024. Capital expenditures were $14.0 million, $12.8 million and $12.0 million in fiscal 2025, 2024 and 2023, respectively.
We define this metric as the sum of receivables and inventories less payables, divided by the last 12 months net sales. As of December 31, 2024, the Company classified the short term portion of deferred revenue as other current liabilities on the Consolidated Balance Sheet, whereas previously short term deferred revenue was included in payables.
Primary Working Capital We use primary working capital (PWC) as a percentage of sales as a key metric for working capital efficiency. We define this metric as the sum of receivables and inventories less payables, divided by the last 12 months net sales.
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("Syrinix"), headquartered in the United Kingdom, a provider of high-frequency pressure monitoring and leak detection solutions. The total purchase consideration for Syrinix, net of cash acquired, was $17.1 million.
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Strategic mergers and acquisitions are another avenue for profitable sales growth. 21 Current Business Trends - Tariffs In 2025, the U.S. government implemented a series of trade tariffs on goods imported into the U.S. from various countries. In many cases, these tariffs resulted in reciprocal tariffs and other actions on goods being exported from the U.S.
Removed
The Company also assumed $1.9 million of payables, $2.0 million of deferred income taxes and $0.4 million of other current and long-term liabilities as part of the acquisition. As of December 31, 2023, the Company had completed its analysis for estimating the fair value of the assets acquired with no additional adjustments.
Added
These associated tariffs are complex and continue to evolve as negotiations occur. We evaluate the impact of global tariffs and trade restrictions on our business and operations and leverage our manufacturing footprint, when possible, through the use of the USMCA trade agreement to minimize impact.
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Sales into the utility water market were $603.1 million, an increase of 27.8% over the prior year’s $471.8 million.
Added
Additionally, we have enacted certain price increases to offset tariff costs that we are not able to mitigate. As the global economic environment, trade and tariff negotiations continue to evolve, the Company will continue to evaluate the exposure and work to mitigate these costs.
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For 2023, the increase in operating earnings resulted in net earnings of $92.6 million compared to $66.5 million in 2022. On a diluted basis, earnings per share were $3.14 in 2023 compared to $2.26 in 2022. LIQUIDITY AND CAPITAL RESOURCES The main sources of liquidity for the Company are cash from operations and borrowing capacity.
Added
The total purchase consideration for SmartCover, net of cash acquired, was $184.0 million, following the net working capital adjustment of $0.9 million.
Removed
Inventory decreased $10.2 million, due to effective inventory management. Payables at December 31, 2024 were $55.7 million compared to $81.8 million at the end of 2023. The decrease was due to the short term deferred revenue being classified in other current liabilities, lower inventory balance and the timing of payments relative to year end.
Added
The Company's allocation of the purchase price at December 31, 2025 included $6.6 million of receivables, $4.5 million of inventories, $4.8 million of other assets, $59.6 million of developed technology intangible assets, $26.0 million of other intangible assets and $118.3 million of goodwill that is not deductible for tax purposes.
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The allocation of the purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of December 31, 2025, the Company had completed its analysis for estimating the fair value of the net assets acquired. Revenue associated with SmartCover for the eleven months ended December 31, 2025 was $39.7 million.
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SmartCover is reported within the utility water product line and the Company will continue to operate under a single segment. This acquisition is further described in Note 3 “Acquisitions” in the Notes to Consolidated Financial Statements.
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Inventories at December 31, 2025 were $151.9 million compared to $143.4 million at the end of 2024. Inventory increased $8.5 million, due to increased commodity costs, timing of inventory receipts and the acquisition of SmartCover. Payables at December 31, 2025 were $72.3 million 23 compared to $55.7 million at the end of 2024.
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The increase was due to the increased inventory balance and the timing of payments relative to year end. Cash Provided by Operations Cash provided by operations in 2025 was $183.7 million compared to $155.0 million in 2024. The increase from 2024 was driven primarily by increased operating earnings.
Added
These estimates are often calculated using valuation models which leverage historical results and forecast assumptions, which are driven by business and market expectations. Forecasted results, including future revenue growth and profit margins, are scrutinized for reasonableness based on known inputs at the time of model creation, but actual results could vary significantly from these estimates.
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The Company utilizes third party valuation specialists for certain business combinations to assist in the valuation of these long-lived assets and liabilities, with significant focus on purchase price allocation between acquired intangible assets, such as developed technology, customer lists and tradenames.
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The valuation of identifiable intangible assets utilizes these historical and forecasted results, and utilizes complex valuation calculations, including the excess earnings and relief from royalty methods, and other judgmental assumptions, such as customer attrition and discount rates.
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An initial purchase price allocation is calculated at the time of acquisition based on data obtained via due diligence and other sources to determine the fair value of acquired assets and assumed liabilities.
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These estimates are refined as additional information is obtained over the twelve months following acquisition, including asset appraisals and valuation reports, to ensure best estimates are utilized in calculating fair value and proper allocation of the purchase price. 25 Refer to Note 3 "Acquisitions" in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2025 Annual Report on Form 10-K for information regarding our recent business combinations.
Added
OTHER MATTERS The Company is subject to contingencies related to environmental laws and regulations.
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The Company attempts to mitigate these risks by working closely with key suppliers, purchasing minimal amounts from alternative suppliers and by purchasing business interruption insurance where appropriate.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK Information required by this Item is set forth in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Market Risks” in this 2024 Annual Report on Form 10-K.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK Information required by this Item is set forth in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Market Risks” in this 2025 Annual Report on Form 10-K.

Other BMI 10-K year-over-year comparisons