UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-06706

BADGER METER, INC.

(Exact name of registrant as specified in its charter)

Wisconsin		39-0143280
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)
4545 W. Brown Deer RoadMilwaukee, Wisconsin		53233
(Address of principal executive offices)		(Zip code)


	(414) 355-0400
	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BMI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer	☒	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☐
Non‑accelerated filer	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~October 1210, 2024 there were 29,~~411~~410,~~720~~656 shares of Common stock outstanding with a par value of $1 per share.

Table of Contents

BADGER METER, INC.

Quarterly Report on Form 10-Q for the Period Ended ~~June~~September 30, 2024

Index

		Page No.
Part I. Financial Information:
Item 1	Financial Statements (unaudited):	4
	Consolidated Condensed Balance Sheets - June 30, 2024 and December 31, 2023	4
	Consolidated Condensed Balance Sheets - September 30, 2024 and December 31, 2023	4
	Consolidated Condensed Statements of Operations - Three and Six Months Ended June 30, 2024 and 2023	5
	Consolidated Condensed Statements of Operations - Three and Nine Months Ended September 30, 2024 and 2023	5
	Consolidated Condensed Statements of Comprehensive Income - Three and Six Months Ended June 30, 2024 and 2023	6
	Consolidated Condensed Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2024 and 2023	6
	Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 2024 and 2023	7
	Consolidated Condensed Statements of Cash Flows - Nine Months Ended September 30, 2024 and 2023	7
	Consolidated Condensed Statements of Shareholders’ Equity – Three and Six Months Ended June 30, 2024 and 2023	8
	Consolidated Condensed Statements of Shareholders’ Equity – Three and Nine Months Ended September 30, 2024 and 2023	8
	Notes to Unaudited Consolidated Condensed Financial Statements	9
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 3	Quantitative and Qualitative Disclosures about Market Risk	1920
Item 4	Controls and Procedures	1920
Part II. Other Information:
Item 1A	Risk Factors	2021
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2021
Item 5	Other Information	21
Item 6	Exhibits	2021
Signatures		2122

Table of Contents

Special Note Regarding Forward Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, as well as other information provided from time to time by Badger Meter, Inc. (the “Company” or "Badger Meter") or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those statements. The words “anticipate,” “believe,” “estimate,” “expect,” “think,” “should,” “could” and “objective” or similar expressions are intended to identify forward looking statements. All such forward looking statements are based on the Company’'s then current views and assumptions and involve risks and uncertainties. See Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for further information regarding risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

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Part I – Financial Information

Item 1 Financial Statements

BADGER METER, INC.

Consolidated Condensed Balance Sheets

	June 30,			December 31,
	September 30,			December 31,
	(Unaudited)
	(In thousands)
	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	~~226~~258,~~212~~955		$	191,782
Receivables		~~106~~93,~~229~~427			83,507
Inventories:
Finished goods		3835,~~867~~725			34,764
Work in process		39,~~315~~011			41,261
Raw materials		83,~~084~~781			77,649
Total inventories		~~161~~158,~~266~~517			153,674
Prepaid expenses and other current assets		1518,~~510~~397			13,214
Total current assets		~~509~~529,~~217~~296			442,177
Property, plant and equipment, at cost		~~229~~231,~~409~~777			225,988
Less accumulated depreciation		(~~156~~158,~~955~~498	)		(152,110	)
Net property, plant and equipment		7273,~~454~~279			73,878
Intangible assets, at cost less accumulated amortization		5048,~~178~~957			53,737
Other assets		13,~~350~~543			11,249
Deferred income taxes		22,~~706~~785			22,715
Goodwill		~~113~~115,~~355~~001			113,163
Total assets	$	~~781~~802,~~260~~861		$	716,919
Liabilities and shareholders’ equity
Current liabilities:
Payables	$	9677,~~011~~381		$	81,807
Accrued compensation and employee benefits		2129,~~768~~756			29,871
Warranty and after-sale costs		1315,~~849~~660			11,102
Other current liabilities		6,~~491~~366			9,168
Total current liabilities		~~138~~129,~~119~~163			131,948
Long-term deferred revenue		5960,~~449~~879			49,763
Deferred income taxes		45,~~838~~108			5,061
Accrued non-pension postretirement benefits		3,~~798~~808			3,614
Other accrued employee benefits		6,~~016~~704			5,293
Other long-term liabilities		56,~~902~~014			4,758
Commitments and contingencies (Note 5)
Shareholders’ equity:
Common stock, $1 par, authorized 80,000,000, issued 37,221,098 at June 30, 2024 and December 31, 2023		37,221			37,221
Common stock, $1 par, authorized 80,000,000, issued 37,221,098 at September 30, 2024 and December 31, 2023		37,221			37,221
Capital in excess of par value		6264,~~915~~234			59,185
Reinvested earnings		~~505~~527,~~040~~080			458,719
Accumulated other comprehensive loss		(~~5,343~~650	)		(1,646	)
Less: Treasury stock, at cost, 7,809,378 shares at June 30, 2024 and 7,873,781 shares at December 31, 2023		(36,695	)		(36,997	)
Less: Treasury stock, at cost, 7,810,442 shares at September 30, 2024 and 7,873,781 shares at December 31, 2023		(36,700	)		(36,997	)
Total shareholders’ equity		~~563~~591,~~138~~185			516,482
Total liabilities and shareholders’ equity	$	~~781~~802,~~260~~861		$	716,919

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Operations

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Unaudited)

(In thousands except share and per share amounts)

2024

2023

2024

2023

Net sales

~~216~~208,~~658~~438

~~175~~186,~~858~~193

~~412~~621,~~938~~376

~~334~~521,~~959~~152

Cost of sales

~~131~~124,~~290~~560

~~106~~113,~~424~~470

~~250~~374,~~392~~952

~~202~~316,~~709~~179

Gross margin

8583,~~368~~878

6972,~~434~~723

~~162~~246,~~546~~424

~~132~~204,~~250~~973

Selling, engineering and administration

43,~~856~~255

3941,~~932~~301

84127,~~456~~711

77119,~~702~~003

Operating earnings

4140,~~512~~623

2931,~~502~~422

78118,~~090~~713

5485,~~548~~970

Interest income, net

(12,~~862~~301

)

(~~827~~1,200

)

(35,~~389~~689

)

(12,~~449~~649

)

Other pension and postretirement costs

1213

3332

2537

6597

Earnings before income taxes

4342,~~362~~911

3032,~~296~~590

81124,~~454~~365

5588,~~932~~522

Provision for income taxes

10,~~306~~873

76,~~803~~621

1930,~~267~~140

1420,~~024~~645

Net earnings

3332,~~056~~038

2225,~~493~~969

6294,~~187~~225

4167,~~908~~877

Earnings per share:

Basic

1.1309

0.7789

23.1221

12.4332

Diluted

1.1208

0.7688

23.1119

12.4230

Dividends declared per common share

0.2734

0.2327

0.5488

0.4572

Shares used in computation of earnings per share:

Basic

29,~~361~~369,~~034~~923

29,~~272~~294,~~693~~886

29,~~341~~351,~~407~~688

29,~~264~~275,~~166~~445

Impact of dilutive securities

~~167~~178,~~904~~005

~~174~~178,~~832~~488

~~170~~173,~~955~~305

~~170~~173,~~301~~030

Diluted

29,~~528~~547,~~938~~928

29,~~447~~473,~~525~~374

29,~~512~~524,~~362~~993

29,~~434~~448,~~467~~475

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Comprehensive Income

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	(Unaudited)						(Unaudited)
	(In thousands)
	2024			2023			2024			2023
Net earnings	$	3332,~~056~~038		$	2225,~~493~~969		$	6294,~~187~~225		$	4167,~~908~~877
Other comprehensive loss:
Other comprehensive income (loss):
Foreign currency translation adjustments		~~(44~~4,726	)		88(3,158	)		(31,~~633~~092	)		(1,~~845~~313	)
Pension and postretirement benefits, net of tax		(3133	)		(3338	)		(6496	)		(65103	)
Comprehensive income	$	3236,~~981~~731		$	22,~~548~~773		$	5895,~~490~~221		$	4366,~~688~~461

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Cash Flows

	Six Months Ended June 30,
	Nine Months Ended September 30,
	(Unaudited)(In thousands)
	2024			2023
Operating activities:
Net earnings	$	6294,~~187~~225		$	4167,~~908~~877
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation		58,~~741~~330			58,~~438~~100
Amortization		1015,~~360~~787			812,~~416~~820
Deferred income taxes		-			(~~376~~401	)
Noncurrent employee benefits		(2112	)		(~~222~~274	)
Stock-based compensation expense		34,~~281~~595			23,~~607~~963
Changes in:
Receivables		(239,~~217~~814	)		(611,~~503~~855	)
Inventories		(73,~~256~~367	)		(2327,~~753~~628	)
Payables		13(5,~~339~~242	)		812,~~104~~282
Prepaid expenses and other assets		(87,~~489~~772	)		(47,~~980~~279	)
Other liabilities		16,~~954~~237			1014,~~100~~567
Total adjustments		(48,~~308~~742	)		(14,~~169~~295	)
Net cash provided by operations		57102,~~879~~967			4072,~~739~~172
Investing activities:
Property, plant and equipment expenditures		(58,~~017~~149	)		(69,~~935~~949	)
Acquisitions, net of cash acquired		(3,000	)		(17,127	)
Net cash used for investing activities		(811,~~017~~149	)		(2427,~~062~~076	)
Financing activities:
Dividends paid		(1525,~~876~~862	)		(1321,~~217~~134	)
Proceeds from exercise of stock options		751			58967
Net cash used for financing activities		(1525,~~125~~111	)		(1320,~~159~~167	)
Effect of foreign exchange rates on cash		~~(307~~466	)		~~235~~(71	)
Increase in cash and cash equivalents		3467,~~430~~173			324,~~753~~858
Cash and cash equivalents – beginning of period		191,782			138,052
Cash and cash equivalents – end of period	$	~~226~~258,~~212~~955		$	~~141~~162,~~805~~910

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Shareholders’ Equity

	Quarter and year-to-date ended June 30,
	Quarter and year-to-date ended September 30,
	CommonStock at $1par value*		Capital inexcess ofpar value			Reinvestedearnings			Accumulatedothercomprehensiveincome(loss)			Treasurystock (at cost)			Total
	(Unaudited)
	(In thousands except share and per share amounts)
Balance, March 31, 2023	$	37,221	$	54,245		$	407,979		$	(4,258	)	$	(37,150	)	$	458,037
Net earnings		-		-			22,493			-			-			22,493
Pension and postretirement benefits (net of $11 tax effect)		-		-			-			(33	)		-			(33	)
Foreign currency translation		-		-			-			88			-			88
Cash dividends of $0.23 per share		-		-			(6,595	)		-			-			(6,595	)
Stock-based compensation		-		1,601			-			-			-			1,601
Issuance of treasury stock (4 shares)		-		(13	)		-			-			14			1
Balance, June 30, 2023	$	37,221	$	55,833		$	423,877		$	(4,203	)	$	(37,136	)	$	475,592
Net earnings		-		-			25,969			-			-			25,969
Pension and postretirement benefits (net of $(5) tax effect)		-		-			-			(38	)		-			(38	)
Foreign currency translation		-		-			-			(3,158	)		-			(3,158	)
Cash dividends of $0.27 per share		-		-			(7,924	)		-			-			(7,924	)
Stock options exercised		-		774			-			-			135			909
Stock-based compensation		-		1,356			-			-			-			1,356
Issuance of treasury stock (<1 shares)		-		(1	)		-			-			1			-
Balance, September 30, 2023	$	37,221	$	57,962		$	441,922		$	(7,399	)	$	(37,000	)	$	492,706
Balance, December 31, 2022	$	37,221	$	53,282		$	395,155		$	(5,983	)	$	(37,253	)	$	442,422
Net earnings		-		-			4167,~~908~~877			-			-			4167,~~908~~877
Pension and postretirement benefits (net of $22 tax effect)		-		-			-			(65	)		-			(65	)
Pension and postretirement benefits (net of $(26) tax effect)		-		-			-			(103	)		-			(103	)
Foreign currency translation		-		-			-			(1,~~845~~313	)		-			(1,~~845~~313	)
Cash dividends of $0.45 per share		-		-			(13,186	)		-			-			(13,186	)
Cash dividends of $0.72 per share		-		-			(21,110	)		-			-			(21,110	)
Stock options exercised		-		50824			-			-			8143			58967
Stock-based compensation		-		23,~~607~~963			-			-			-			23,~~607~~963
Issuance of treasury stock (24 shares)		-		(~~106~~107	)		-			-			~~109~~110			3
Balance, June 30, 2023	$	37,221	$	55,833		$	423,877		$	(4,203	)	$	(37,136	)	$	475,592
Balance, September 30, 2023	$	37,221	$	57,962		$	441,922		$	(7,399	)	$	(37,000	)	$	492,706
Balance, March 31, 2024	$	37,221	$	60,468		$	479,925		$	(5,268	)	$	(36,779	)	$	535,567
Net earnings		-		-			33,056			-			-			33,056
Pension and postretirement benefits (net of $11 tax effect)		-		-			-			(31	)		-			(31	)
Foreign currency translation		-		-			-			(44	)		-			(44	)
Cash dividends of $0.27 per share		-		-			(7,941	)		-			-			(7,941	)
Stock options exercised		-		450			-			-			71			521
Stock-based compensation		-		2,010			-			-			-			2,010
Issuance of treasury stock (18 shares)		-		(13	)		-			-			13			-
Balance, June 30, 2024	$	37,221	$	62,915		$	505,040		$	(5,343	)	$	(36,695	)	$	563,138
Net earnings		-		-			32,038			-			-			32,038
Pension and postretirement benefits (net of $9 tax effect)		-		-			-			(33	)		-			(33	)
Foreign currency translation		-		-			-			4,726			-			4,726
Cash dividends of $0.34 per share		-		-			(9,998	)		-			-			(9,998	)
Stock-based compensation		-		1,314			-			-			-			1,314
Issuance of treasury stock (1 share)		-		5			-			-			(5	)		-
Balance, September 30, 2024	$	37,221	$	64,234		$	527,080		$	(650	)	$	(36,700	)	$	591,185
Balance, December 31, 2023	$	37,221	$	59,185		$	458,719		$	(1,646	)	$	(36,997	)	$	516,482
Net earnings		-		-			6294,~~187~~225			-			-			6294,~~187~~225
Pension and postretirement benefits (net of $21 tax effect)		-		-			-			(64	)		-			(64	)
Pension and postretirement benefits (net of $31 tax effect)		-		-			-			(96	)		-			(96	)
Foreign currency translation		-		-			-			(31,~~633~~092	)		-			(31,~~633~~092	)
Cash dividends of $0.54 per share		-		-			(15,866	)		-			-			(15,866	)
Cash dividends of $0.88 per share		-		-			(25,864	)		-			-			(25,864	)
Stock options exercised		-		646			-			-			105			751
Stock-based compensation		-		34,~~281~~595			-			-			-			34,~~281~~595
Issuance of treasury stock (64 shares)		-		(197	)		-			-			197			-
Issuance of treasury stock (24 shares)		-		(192	)		-			-			192			-
Balance, June 30, 2024	$	37,221	$	62,915		$	505,040		$	(5,343	)	$	(36,695	)	$	563,138
Balance, September 30, 2024	$	37,221	$	64,234		$	527,080		$	(650	)	$	(36,700	)	$	591,185

* Each common share of stock equals $1 par value; therefore, the number of common shares is the same as the dollar value.

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

Note 1 Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Badger Meter contain all adjustments (consisting only of normal recurring accruals except as otherwise discussed) necessary to present fairly the Company's consolidated condensed financial position at ~~June~~September 30, 2024 and December 31, 2023, results of operations, comprehensive income, and statements of shareholders’ equity for the three and ~~six~~nine-month periods ended ~~June~~September 30, 2024 and 2023, and cash flows for the ~~six~~nine-month period ended ~~June~~September 30, 2024 and 2023. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

~~Note~~Recently ~~2 Additional~~Adopted ~~Financial~~Accounting ~~Information Disclosures~~Pronouncements

~~The~~In ~~consolidated~~November ~~condensed~~2023, ~~balance~~the ~~sheet~~FASB atissued ~~December~~ASU ~~31,~~No. 2023-07, ~~was~~"Segment ~~derived~~Reporting ~~from~~(Topic ~~amounts~~280): ~~included~~Improvements into ~~the~~Reportable ~~Company's~~Segment ~~Annual~~Disclosures," ~~Report~~which onrequires ~~Form~~enhanced ~~10-K~~disclosures ~~for~~on ~~the~~segment ~~year~~expenses, ~~ended~~interim ~~December~~segment 31disclosures, ~~2023. Refer~~and torequirements ~~the~~for ~~notes~~entities tooperating ~~consolidated~~under ~~financial~~a ~~statements~~single ~~included~~segment. The inguidance ~~that~~is ~~report~~effective ~~for~~on a ~~description~~retrospective ofbasis ~~the~~for ~~Company's~~fiscal ~~accounting~~years ~~policies~~beginning ~~and~~after ~~for~~December ~~additional~~15, ~~details~~2023 ofand ~~the~~interim ~~Company's~~periods ~~financial~~beginning ~~condition. The~~after ~~details~~January in1, ~~those~~2025, ~~notes~~early ~~have~~adoption ~~not~~is ~~changed~~permitted. The ~~except~~Company asis ~~discussed~~currently ~~below~~assessing ~~and~~the asimpact aof ~~result~~this ofproposed ~~normal~~change ~~adjustments~~on inits ~~the~~consolidated ~~interim~~financial statements.

~~Cash~~In ~~Equivalents~~December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires additional disclosure associated with the effective tax rate reconciliation and payment of income taxes. The guidance is effective for fiscal years beginning after December 15, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently assessing the impact of this proposed change on its consolidated financial statements.

~~The~~Note ~~Company~~2 Additional ~~considers~~Financial ~~all~~Information ~~highly liquid investments with original maturities of ninety days or less to be cash equivalents.~~Disclosures

~~Warranty~~The ~~and~~consolidated ~~After~~condensed balance sheet at December 31, 2023 was derived from amounts included in the Company's Annual Report on Form 10-~~Sale~~K ~~Costs~~for the year ended December 31, 2023. Refer to the notes to consolidated financial statements included in that report for a description of the Company's accounting policies and for additional details of the Company's financial condition. The details in those notes have not changed except as discussed below and as a result of normal adjustments in the interim.

~~The~~Cash Company estimates and records provisions for warranties and other after-sale costs in the period in which the sale is recorded, based on a lag factor and historical warranty claim experience. After-sale costs represent a variety of activities outside of the written warranty policy, such as investigation of unanticipated problems after the customer has installed the product or analysis of water quality issues. Changes in the Company's warranty and after-sale costs reserve are as follows:Equivalents

	Three months ended						Six months ended
	June 30,						June 30,
(In thousands)	2024			2023			2024			2023
Balance at beginning of period	$	12,425		$	9,569		$	11,102		$	9,606
Net additions charged to earnings		3,359			3,468			6,598			4,879
Costs incurred		(1,935	)		(1,992	)		(3,851	)		(3,440	)
Balance at end of period	$	13,849		$	11,045		$	13,849		$	11,045

The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents.

~~Note~~Warranty ~~3 Accumulated~~and ~~Other~~After-Sale ~~Comprehensive Loss~~Costs

~~Components~~The ofCompany estimates and ~~changes~~records inprovisions ~~accumulated~~for warranties and other ~~comprehensive~~after-sale ~~loss~~costs atin ~~June~~the 30period in which the sale is recorded, ~~2024~~based on a lag factor and historical warranty claim experience. After-sale costs represent a variety of activities outside of the written warranty policy, such as investigation of unanticipated problems after the customer has installed the product, or analysis of water quality issues. Changes in the Company's warranty and after-sale costs reserve are as follows:

(In thousands)	Unrecognizedpension andpostretirement benefits			Foreign currency			Total
	Three months ended						Nine months ended
Balance at beginning of period	$	920		$	(2,566	)	$	(1,646	)
	September 30,						September 30,
Other comprehensive loss before reclassifications		-			(3,633	)		(3,633	)
(In thousands)	2024			2023			2024			2023
Amounts reclassified from accumulated other comprehensive loss, net of tax of ($21)		(64	)		-			(64	)
Balance at beginning of period	$	13,849		$	11,045		$	11,102		$	9,606
Net current period other comprehensive loss, net of tax		(64	)		(3,633	)		(3,697	)
Net additions charged to earnings		3,310			3,476			9,908			8,355
Accumulated other comprehensive loss	$	856		$	(6,199	)	$	(5,343	)
Costs incurred		(1,499	)		(3,701	)		(5,350	)		(7,141	)
Balance at end of period	$	15,660		$	10,820		$	15,660		$	10,820

Table of Contents

~~Components~~Note of3 Accumulated ~~and~~Other ~~changes~~Comprehensive ~~in accumulated other comprehensive loss at June 30, 2023 are as follows:~~Loss

(In thousands)	Unrecognizedpension andpostretirement benefits			Foreign currency			Total
Balance at beginning of period	$	994		$	(6,977	)	$	(5,983	)
Other comprehensive income before reclassifications		-			1,845			1,845
Amounts reclassified from accumulated other comprehensive loss, net of tax of ($22)		(65	)		-			(65	)
Net current period other comprehensive income, net of tax		(65	)		1,845			1,780
Accumulated other comprehensive loss	$	929		$	(5,132	)	$	(4,203	)

Components of and changes in accumulated other comprehensive loss at September 30, 2024 are as follows:

Details of reclassifications out of accumulated other comprehensive loss during the six months ended June 30, 2024 and 2023 are immaterial.


(In thousands)	Unrecognized pension and postretirement benefits			Foreign currency			Total
Balance at beginning of period	$	920		$	(2,566	)	$	(1,646	)
Other comprehensive income before reclassifications		-			1,092			1,092
Amounts reclassified from accumulated other comprehensive loss, net of tax of $31		(96	)		-			(96	)
Net current period other comprehensive loss, net of tax		(96	)		1,092			996
Accumulated other comprehensive loss	$	824		$	(1,474	)	$	(650	)

~~Note~~Components ~~4 Acquisitions~~of and changes in accumulated other comprehensive loss at September 30, 2023 are as follows:

Acquisitions are accounted for under the purchase method, and accordingly, the results of operations were included in the Company's financial statements from the date of acquisition. The acquisitions did not have a material impact on the Company's consolidated financial statements or the notes thereto.


(In thousands)	Unrecognized pension and postretirement benefits			Foreign currency			Total
Balance at beginning of period	$	994		$	(6,977	)	$	(5,983	)
Other comprehensive loss before reclassifications		-			(1,313	)		(1,313	)
Amounts reclassified from accumulated other comprehensive loss, net of tax of ($26)		(103	)		-			(103	)
Net current period other comprehensive loss, net of tax		(103	)		(1,313	)		(1,416	)
Accumulated other comprehensive loss	$	891		$	(8,290	)	$	(7,399	)

~~Effective~~Details ~~January~~of 1,reclassifications ~~2024,~~out ~~the Company acquired select remote water monitoring hardware and software, inclusive~~ of ~~the~~accumulated ~~Telog®~~other ~~product~~comprehensive ~~line~~income ~~and~~during ~~Unity Remote Monitoring software as a service (~~the ~~"Telog/Unity~~nine ~~Assets"). The~~months ~~total~~ended ~~purchase~~September ~~consideration~~30, ~~for~~2024 ~~the~~and ~~Telog/Unity~~2023 ~~Assets~~are ~~was $3~~immaterial.0 ~~million in cash.~~

~~The~~Note preliminary allocation of purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of June 30, 2024, the Company has not completed its analysis for estimating the fair value of the assets acquired.4 Acquisitions

~~Effective~~Acquisitions ~~January~~are 1accounted for under the purchase method, ~~2023~~and accordingly, the ~~Company~~results ~~acquired~~of ~~100%~~operations ofwere included in the ~~outstanding~~Company's ~~stock~~financial ofstatements ~~Syrinix~~from ~~Ltd.~~the ~~("Syrinix"),~~date ~~headquartered~~of inacquisition. ~~the~~The ~~United~~acquisitions ~~Kingdom,~~did not have a ~~provider~~material ofimpact ~~high-frequency~~on ~~pressure~~the ~~monitoring~~Company's ~~and~~consolidated ~~leak~~financial ~~detection~~statements ~~solutions~~or the notes thereto.

~~The~~Effective ~~total~~January ~~purchase consideration for Syrinix~~1, ~~net of cash acquired~~2024, ~~was~~the ~~$17.1 million. The~~ Company's ~~allocation~~acquired ofselect ~~the~~remote ~~purchase~~water ~~price~~monitoring athardware ~~December~~and 31software, ~~2023~~inclusive ~~included $0.6 million~~ of ~~receivables,~~the ~~$0.7~~Telog® ~~million~~product ofline ~~inventories,~~and ~~$2.1~~Unity ~~million~~Remote ofMonitoring ~~other~~software ~~assets,~~as ~~$7.7~~a ~~million~~service of(the ~~intangible~~"Telog/Unity ~~assets and $10~~Assets").~~3 million of goodwill.~~ The ~~intangible~~total ~~assets~~purchase ~~acquired~~consideration ~~were~~for ~~primarily~~the ~~developed~~Telog/Unity ~~technology,~~Assets ~~customer~~was ~~relationships and trademarks with estimated average useful lives of 13 to 15 years. The Company also assumed~~ $13.~~9 million of payables, $2.~~0 million ofin ~~deferred income taxes and $0~~cash.4 ~~million of other 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.~~

~~Note~~The ~~5 Contingencies~~preliminary allocation of purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of September 30, ~~Litigation~~2024, ~~and~~the ~~Commitments~~Company has not completed its analysis for estimating the fair value of the assets acquired.

InEffective ~~the~~January ~~normal~~1, ~~course of business~~2023, the Company isacquired ~~named~~100% inof ~~legal~~the ~~proceedings~~outstanding stock of Syrinix Ltd. ~~There~~ ~~are~~("Syrinix"), ~~currently~~headquartered noin ~~material~~the ~~legal~~United ~~proceedings~~Kingdom, ~~pending~~a ~~with~~provider ~~respect~~of tohigh-frequency ~~the~~pressure ~~Company~~monitoring and leak detection solutions.

The ~~Company~~total ispurchase ~~subject~~consideration tofor ~~contingencies~~Syrinix, ~~related~~net toof ~~environmental~~cash ~~laws~~acquired, ~~and~~was ~~regulations~~$17. A1 ~~future~~million. ~~change~~The inCompany's ~~circumstances~~allocation ~~with~~of ~~respect~~the topurchase ~~specific~~price ~~matters~~at orDecember ~~with~~31, ~~respect~~2023 toincluded ~~sites~~$0.6 ~~formerly~~million orof ~~currently~~receivables, ~~owned~~$0.7 ormillion ~~operated~~of byinventories, ~~the~~$2.1 ~~Company,~~million ~~off-site~~of ~~disposal~~other ~~locations~~assets, ~~used~~$7.7 bymillion ~~the~~of ~~Company,~~intangible assets and ~~property~~$10.3 ~~owned~~million byof ~~third~~goodwill. ~~parties~~The ~~that~~intangible isassets ~~near~~acquired ~~such~~were ~~sites~~primarily developed technology, ~~could~~customer ~~result~~relationships inand ~~future~~trademarks ~~costs~~with estimated average useful lives of 13 to ~~the~~15 years. The Company ~~and~~also ~~such~~assumed ~~amounts~~$1.9 ~~could~~million beof ~~material~~payables, $2. ~~Expenditures~~0 ~~for~~million ~~compliance~~of ~~with~~deferred ~~environmental~~income ~~control~~taxes ~~provisions~~ and ~~regulations~~$0.4 ~~during~~million ~~2023~~of ~~and~~other liabilities as part of the ~~first~~acquisition. ~~half~~As of ~~2024~~December ~~were~~31, ~~not~~2023, ~~material~~the Company had completed its analysis for estimating the fair value of the assets acquired.

~~The~~Note Company relies on single suppliers for most brass castings and certain resin and electronic subassemblies in several of its product lines. The Company believes these items would be available from other sources5 Contingencies, ~~but~~Litigation ~~that the loss of certain suppliers could result in a higher cost of materials, delivery delays, short-term increases in inventory~~ and higher quality control costs in the short term. 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.Commitments

~~The~~In the normal course of business, the Company ~~reevaluates~~is ~~its~~named ~~exposures~~in onlegal aproceedings. There ~~periodic~~are ~~basis~~currently ~~and~~no ~~makes~~material ~~adjustments~~legal toproceedings ~~reserves~~pending aswith ~~appropriate~~respect to the Company.

Table of Contents

~~Note~~The ~~6 Income~~Company ~~Taxes~~is subject to contingencies related to environmental laws and regulations. A future change in circumstances with respect to specific matters or with respect to sites formerly or currently owned or operated by the Company, off-site disposal locations used by the Company, and property owned by third parties that is near such sites, could result in future costs to the Company and such amounts could be material. Expenditures for compliance with environmental control provisions and regulations during 2023 and the first nine months of 2024 were not material.

The Company isrelies ~~subject~~on tosingle ~~income~~suppliers ~~taxes~~for inmost ~~the~~brass ~~United~~castings ~~States~~ and ~~numerous~~certain ~~foreign~~resin ~~jurisdictions. The Company's income tax positions are based on interpretations of income tax laws~~ and ~~rulings~~electronic subassemblies in ~~each~~several of ~~the~~its ~~jurisdictions~~product ~~that the Company operates~~lines. ~~Significant~~The ~~judgment~~Company isbelieves ~~required~~these initems ~~determining~~would ~~the~~be ~~worldwide~~available ~~provision~~from ~~for~~other ~~income~~sources, ~~taxes~~but ~~and~~that ~~recording~~ the ~~related~~loss ~~deferred~~of ~~tax~~certain ~~assets~~suppliers ~~and~~could ~~liabilities.~~result ~~The~~in ~~Company's~~a ~~deferred~~higher ~~tax~~cost ~~assets~~of ~~and~~materials, ~~liabilities~~delivery ~~are~~delays, ~~measured~~short-term ~~using~~increases ~~the~~in ~~currently~~inventory ~~enacted~~and ~~tax~~higher ~~rates~~quality ~~that~~control ~~apply~~costs ~~to taxable income for the years~~ in ~~which~~ the ~~assets~~short ~~or liabilities are expected to be realized or settled~~term. ~~Interim~~The ~~provisions~~Company ~~are~~attempts ~~tied~~ to anmitigate ~~estimate~~these ofrisks ~~the~~by ~~overall~~working ~~annual~~closely ~~rate~~with ~~which~~key ~~can~~suppliers, ~~vary~~purchasing ~~due~~minimal toamounts ~~the~~from ~~relationship~~alternative ofsuppliers ~~foreign~~ and ~~domestic~~by ~~earnings,~~purchasing ~~state~~business ~~taxes~~interruption ~~and~~insurance ~~available~~where ~~deductions, credits and discrete items~~appropriate.

The Company's ~~earnings~~reevaluates ~~before~~its ~~incomes~~exposures ~~taxes,~~on ~~provision~~a ~~for~~periodic ~~income~~basis ~~taxes,~~ and ~~effective~~makes ~~income~~adjustments ~~tax~~to ~~rate~~reserves ~~are~~ as ~~follows:~~appropriate.

	Three months ended June 30,						Six months ended June 30,
(In thousands)	2024			2023			2024			2023
Earnings before income taxes	$	43,362		$	30,296		$	81,454		$	55,932
Provision for income taxes		10,306			7,803			19,267			14,024
Effective income tax rate		23.8	%		25.8	%		23.7	%		25.1	%

Note 6 Income Taxes

~~Note~~The ~~7 Fair~~Company ~~Value~~is ~~Measurements~~subject to income taxes in the United States and numerous foreign jurisdictions. The Company's income tax positions are based on interpretations of ~~Financial~~income ~~Instruments~~tax laws and rulings in each of the jurisdictions that the Company operates. Significant judgment is required in determining the worldwide provision for income taxes and recording the related deferred tax assets and liabilities. The Company's deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income for the years in which the assets or liabilities are expected to be realized or settled. Interim provisions are tied to an estimate of the overall annual rate which can vary due to the relationship of foreign and domestic earnings, state taxes and available deductions, credits and discrete items.

The Company's ~~applies~~earnings ~~the~~before ~~accounting~~incomes ~~standards~~taxes, ~~for~~provision ~~fair value measurements and disclosures~~ for ~~its~~income ~~financial assets and financial liabilities. The carrying amounts of cash and cash equivalents~~taxes, ~~receivables~~ and ~~payables~~effective inincome ~~the~~tax ~~financial~~rate ~~statements approximate their fair values due to the short-term nature of these financial instruments. Included in other assets~~ are ~~insurance~~as ~~policies on various individuals who were previously employed by the Company. The carrying amounts of these insurance policies approximate their fair value.~~follows:

Note 8 Subsequent Events


	Three months ended September 30,						Nine months ended September 30,
(In thousands)	2024			2023			2024			2023
Earnings before income taxes	$	42,911		$	32,590		$	124,365		$	88,522
Provision for income taxes		10,873			6,621			30,140			20,645
Effective income tax rate		25.3	%		20.3	%		24.2	%		23.3	%

~~The~~Note ~~Company~~7 Fair ~~evaluates~~Value ~~subsequent~~Measurements ~~events at the date~~ of ~~the~~Financial balance sheet as well as conditions that arise after the balance sheet date but before the financial statements are issued. The effects of conditions that existed at the balance sheet date are recognized in the financial statements. Events and conditions arising after the balance sheet date but before the financial statements are issued are evaluated to determine if disclosure is required to keep the financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. For purposes of preparing the accompanying consolidated financial statements and the notes to these financial statements, the Company evaluated subsequent events through the date that the accompanying financial statements were issued, and has determined that no material subsequent events exist through the date of this filing. Instruments

~~Note~~The ~~9 Revenue~~Company ~~Recognition~~applies the accounting standards for fair value measurements and disclosures for its financial assets and financial liabilities. The carrying amounts of cash and cash equivalents, receivables and payables in the financial statements approximate their fair values due to the short-term nature of these financial instruments. Included in other assets are insurance policies on various individuals who were previously employed by the Company. The carrying amounts of these insurance policies approximate their fair value.

Revenue for sales of products and services is derived from contracts with customers. The products and services promised in contracts include the sale of measurement hardware, communication devices, data and analytics software and other ancillary services. Contracts generally state the terms of sale, including the description, quantity and price of each product or service. Since the customer typically agrees to a stated rate and price in the contract that does not vary over the life of the contract, the majority of the Company's contracts do not contain variable consideration. The Company establishes a provision for estimated warranty and returns as well as certain after sale costs as discussed in Note 2 "Additional Financial Information Disclosures" in the Notes to Unaudited Consolidated Condensed Financial Statements.11

~~The~~Table ~~Company disaggregates revenue from contracts with customers into geographical regions and by the timing~~ of when goods and services are transferred. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.Contents

11Note 8 Subsequent Events

~~Table~~The Company evaluates subsequent events at the date of ~~Contents~~the balance sheet as well as conditions that arise after the balance sheet date but before the financial statements are issued. The effects of conditions that existed at the balance sheet date are recognized in the financial statements. Events and conditions arising after the balance sheet date but before the financial statements are issued are evaluated to determine if disclosure is required to keep the financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. For purposes of preparing the accompanying consolidated financial statements and the notes to these financial statements, the Company evaluated subsequent events through the date that the accompanying financial statements were issued, and has determined that no material subsequent events exist through the date of this filing.

~~Information~~Note ~~regarding~~9 Revenue ~~revenues disaggregated by geographic area is as follows:~~Recognition

	Three months ended				Six months ended
	June 30,				June 30,
(In thousands)	2024		2023		2024		2023
Revenues:
United States	$	193,963	$	157,863	$	371,153	$	296,449
Foreign:
Asia		2,735		3,369		5,648		6,561
Canada		3,015		3,024		5,193		6,506
Europe		9,410		8,612		18,819		18,144
Mexico		1,431		452		2,052		1,487
Middle East		5,463		2,022		9,074		4,700
Other		641		516		999		1,112
Total	$	216,658	$	175,858	$	412,938	$	334,959

~~Information~~The ~~regarding~~Company ~~revenues~~disaggregates ~~disaggregated~~revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. The isCompany asdetermined ~~follows:~~that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.

	Three months ended						Six months ended
	June 30,						June 30,
(In thousands)	2024			2023			2024			2023
Revenue recognized over time	$	14,345	6.6%	$	10,932	6.2%	$	27,078	6.6%	$	20,669	6.2%
Revenue recognized at a point in time		202,313	93.4%		164,926	93.8%		385,860	93.4%		314,290	93.8%
Total	$	216,658	100.0%	$	175,858	100.0%	$	412,938	100.0%	$	334,959	100.0%

Information regarding revenues disaggregated by geographic area is as follows:

The majority of the Company's revenue that is recognized over time relates to the BEACON® software as a service ("SaaS"), but also includes training, certain installation and other revenues. The majority of the Company's revenue recognized at a point in time is for the sale of utility and flow instrumentation products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer during shipping.


	Three months ended				Nine months ended
	September 30,				September 30,
(In thousands)	2024		2023		2024		2023
Revenues:
United States	$	188,130	$	165,897	$	559,283	$	459,976
Foreign:
Asia		3,197		3,598		8,845		10,159
Canada		3,047		3,476		8,240		9,982
Europe		9,653		9,743		28,472		30,257
Mexico		478		643		2,530		2,130
Middle East		3,437		2,217		12,511		6,917
Other		496		619		1,495		1,731
Total	$	208,438	$	186,193	$	621,376	$	521,152

~~The~~Information ~~Company~~regarding ~~performs~~revenues ~~its~~disaggregated ~~obligations under a contract~~ by ~~shipping~~the ~~products~~timing ~~or performing services in exchange for consideration. The Company typically invoices its customers as soon as control~~ of ~~an asset is transferred and a receivable to the Company is established. The Company, however, recognizes a contract liability~~ when ~~a customer prepays for~~ goods orand services ~~and~~are ~~the Company has not~~ transferred ~~control~~is ofas ~~the goods or services.~~follows:

The Company's receivables and contract liabilities are as follows:


	Three months ended						Nine months ended
	September 30,						September 30,
(In thousands)	2024			2023			2024			2023
Revenue recognized over time	$	15,846	7.6%	$	11,227	6.0%	$	42,924	6.9%	$	31,896	6.1%
Revenue recognized at a point in time		192,592	92.4%		174,966	94.0%		578,452	93.1%		489,256	93.9%
Total	$	208,438	100.0%	$	186,193	100.0%	$	621,376	100.0%	$	521,152	100.0%

	June 30,2024		December 31,2023
(In thousands)
Receivables	$	106,229	$	83,507
Contract liabilities		71,782		59,970

~~Contract~~The ~~liabilities~~Company ~~are~~performs ~~included~~its inobligations ~~payables~~under ~~and~~a ~~long-term~~contract ~~deferred~~by ~~revenue~~shipping onproducts ~~the~~or ~~Company's~~performing ~~Consolidated~~services ~~Condensed~~in ~~Balance~~exchange ~~Sheets~~for consideration. The ~~balance~~Company oftypically ~~contract~~invoices ~~assets~~its ~~was~~customers ~~immaterial~~ as ~~the~~soon ~~Company~~as ~~did~~control ~~not have a significant amount~~ of ~~uninvoiced~~an ~~receivables~~asset asis oftransferred ~~June 30, 2024~~ and ~~December~~a ~~31,~~receivable ~~2023.~~to

A performance obligation is a promise to transfer a distinct good or service to the customer. At contract inception, the Company assesses the products and services promised in its contracts with customers. The Company then identifies performance obligations to transfer distinct products or services to the customer. In order to identify performance obligations, the Company considers all of the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.12

~~The~~Table ~~Company's performance obligations are satisfied at a point in time or over time as work progresses. The majority~~ of the Company's revenue recognized at a point in time is for the sale of utility and flow instrumentation products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer during the shipping process. The majority of the Company's revenue that is recognized over time relates to the BEACON SaaS.Contents

12the Company is established. The Company, however, recognizes a contract liability when a customer prepays for goods or services and the Company has not transferred control of the goods or services.

~~Table~~The ofCompany's ~~Contents~~receivables and contract liabilities are as follows:

As of June 30, 2024, the Company had certain contracts with unsatisfied performance obligations. For contracts recorded as contract liabilities, $71.8 million was the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied as of the end of the reporting period. The Company estimates that revenue recognized from satisfying those performance obligations will be approximately $7.9 million in 2024, $8.5 million in 2025, $7.4 million in 2026, $5.9 million in 2027, $4.9 million in 2028, $4.1 million in 2029 and $33.1 million thereafter.


	September 30, 2024		December 31, 2023
(In thousands)
Receivables	$	93,427	$	83,507
Contract liabilities		74,581		59,970

~~Note~~Contract ~~10 Leases~~liabilities are included in payables and long-term deferred revenue on the Company's Consolidated Condensed Balance Sheets. The balance of contract assets was immaterial as the Company did not have a significant amount of uninvoiced receivables as of September 30, 2024 and December 31, 2023.

~~The~~A ~~Company~~performance ~~rents~~obligation ~~facilities,~~is ~~equipment~~a ~~and~~promise ~~vehicles~~to ~~under~~transfer ~~operating~~a ~~leases,~~distinct ~~some~~good ofor ~~which~~service ~~contain~~to ~~renewal~~the ~~options~~customer. ~~Upon~~At ~~inception~~contract ~~of a rent agreement~~inception, the Company ~~determines~~assesses ~~whether~~ the ~~arrangement~~products ~~contains~~and aservices ~~lease~~promised ~~based~~in onits ~~the~~contracts ~~unique~~with ~~conditions present~~customers. The ~~Leases~~Company ~~that~~then ~~have~~identifies aperformance ~~term~~obligations ~~over~~to atransfer ~~year~~distinct ~~are~~products ~~recognized~~or onservices to the ~~balance sheet as right-of-use assets and lease liabilities~~customer. In ~~Right-of-use~~order ~~assets~~to ~~are~~identify ~~included~~performance inobligations, ~~other assets on~~ the Company's ~~Consolidated~~considers ~~Condensed~~all ~~Balance~~of ~~Sheets.~~the ~~Lease~~products ~~liabilities~~or ~~are~~services ~~included~~promised in ~~other current liabilities and other long-term liabilities on~~ the ~~Company's~~contract ~~Consolidated~~regardless ~~Condensed~~of ~~Balance~~whether ~~Sheets. Information~~they ~~regarding~~are ~~the~~explicitly ~~Company's~~stated ~~right-of-use~~or ~~assets~~are ~~and~~implied ~~the~~by ~~corresponding~~customary ~~lease~~business ~~liabilities are as follows:~~practices.

	June 30,2024		December 31,2023
(In thousands)
Right-of-use assets	$	6,478	$	5,522
Lease liabilities		6,673		5,758

The Company's performance obligations are satisfied at a point in time or over time as work progresses. The majority of the Company's revenue recognized at a point in time is for the sale of utility and flow instrumentation products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer during the shipping process. The majority of the Company's revenue that is recognized over time relates to the BEACON SaaS.

~~The~~ As ~~Company's~~of ~~operating~~September ~~lease~~30, ~~agreements~~2024, ~~have~~the ~~lease~~Company ~~and~~had ~~non-lease~~certain ~~components~~contracts ~~that~~with ~~require~~unsatisfied ~~payments~~performance ~~for~~obligations. For ~~common~~contracts ~~area~~recorded ~~maintenance,~~as ~~property~~contract ~~taxes~~liabilities, ~~and insurance~~$74.6 ~~The~~million ~~Company~~was ~~has~~the ~~elected~~aggregate toamount ~~account~~of ~~for~~the ~~both~~transaction ~~lease~~price ~~and~~allocated ~~non-lease~~to ~~components~~performance asobligations ~~one~~that ~~lease~~were ~~component. The~~unsatisfied ~~fixed~~or ~~and~~partially ~~in-substance~~unsatisfied ~~fixed~~as ~~consideration~~of in the ~~Company's~~end ~~rent~~of ~~agreements~~the ~~constitute~~reporting ~~operating~~period. The ~~lease~~Company ~~expense~~estimates that isrevenue ~~included~~recognized infrom ~~the~~satisfying ~~capitalized~~those ~~right-of-use~~performance ~~assets~~obligations ~~and~~will ~~lease~~be ~~liabilities~~approximately $5.3 ~~The~~million ~~variable~~in ~~and~~2024, ~~short-term~~$10.5 ~~lease~~million ~~expense~~in ~~payments~~2025, ~~are~~$7.8 ~~not~~million ~~included~~ in ~~the~~2026, ~~present~~$6.3 ~~value~~million ofin ~~the~~2027, ~~right-of~~$5.5 ~~use-assets~~million ~~and~~in ~~lease~~2028, ~~liabilities~~$4.7 onmillion ~~the~~in ~~Consolidated~~2029 ~~Condensed~~and ~~Balance Sheets~~$34. ~~The~~5 ~~Company's~~million ~~rent expense is as follows:~~thereafter.

	Three months ended				Six months ended
	June 30,				June 30,
	2024		2023		2024		2023
(In thousands)
Operating lease expense	$	898	$	867	$	1,756	$	1,700
Variable and short-term lease expense		28		31		103		76
Rent expense	$	926	$	898	$	1,859	$	1,776

Note 10 Leases

The Company ~~records~~rents ~~right-of-use~~facilities, ~~assets~~equipment and ~~lease~~vehicles ~~liabilities~~under ~~based~~operating ~~upon~~leases, ~~the~~some ~~present value~~ of ~~lease~~which ~~payments~~contain ~~over~~renewal ~~the expected lease term~~options. Upon ~~The~~inception ~~Company's~~of ~~lease~~a ~~agreements~~rent ~~typically~~agreement, dothe ~~not~~Company ~~have~~determines ~~implicit~~whether ~~interest~~the ~~rates~~arrangement ~~that~~contains ~~are~~a ~~readily~~lease ~~determinable.~~based Ason ~~a result,~~ the ~~Company~~unique ~~utilizes~~conditions anpresent. ~~incremental~~Leases ~~borrowing rate~~ that ~~would~~have ~~be incurred to borrow on~~ a ~~collateralized~~term ~~basis~~ over a ~~similar~~year ~~term~~are inrecognized aon ~~comparable~~the ~~economic~~balance ~~environment.~~sheet Asas right-of-use ~~June~~assets ~~30,~~and ~~2024~~lease ~~and~~liabilities. ~~December~~Right-of-use ~~31,~~assets ~~2023,~~are ~~the~~included ~~remaining~~in ~~lease~~other ~~term~~assets on the Company's ~~leases~~Consolidated ~~was~~Condensed 6Balance Sheets.6 ~~and~~Lease ~~5.3~~liabilities ~~years,~~are ~~respectively. As~~included ofin ~~June~~other ~~30,~~current ~~2024~~liabilities and ~~December~~other ~~31,~~long-term ~~2023,~~liabilities on the ~~discount~~Company's ~~rate~~Consolidated ~~was~~Condensed 5Balance Sheets.~~0%.~~ ~~The~~Information ~~future~~regarding ~~minimum~~the ~~lease~~Company's ~~payments~~right-of-use toassets beand ~~paid~~the ~~under~~corresponding ~~operating~~lease ~~leases~~liabilities are as follows:

	June 30,2024
	September 30,2024			December 31,2023
(In thousands)
2024 (remaining six months)	$	1,436
Right-of-use assets	$	6,392		$	5,522
2025		2,298
Lease liabilities		6,564			5,758
2026		1,153
2027		475
2028		370
Thereafter		2,194
Total future lease payments		7,926
Present value adjustment		(1,253	)
Present value of future lease payments	$	6,673

Table of Contents

~~Item~~The ~~2 Management’~~Company's ~~Discussion~~operating lease agreements have lease and ~~Analysis~~non-lease components that require payments for common area maintenance, property taxes and insurance. The Company has elected to account for both lease and non-lease components as one lease component. The fixed and in-substance fixed consideration in the Company's rent agreements constitute operating lease expense that is included in the capitalized right-of-use ~~Financial~~assets ~~Condition~~and lease liabilities. The variable and ~~Results~~short-term lease expense payments are not included in the present value of ~~Operations~~the right-of use-assets and lease liabilities on the Consolidated Condensed Balance Sheets. The Company's rent expense is as follows:

BUSINESS DESCRIPTION AND OVERVIEW


	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
(In thousands)
Operating lease expense	$	920	$	852	$	2,676	$	2,552
Variable and short-term lease expense		151		41		254		117
Rent expense	$	1,071	$	893	$	2,930	$	2,669

~~With~~The ~~more~~Company ~~than~~records aright-of-use ~~century~~assets and lease liabilities based upon the present value of ~~water~~lease ~~technology~~payments ~~innovation,~~over ~~Badger~~the ~~Meter~~expected islease aterm. ~~global~~The ~~provider~~Company's oflease ~~industry~~agreements ~~leading~~typically ~~water~~do ~~management~~not ~~solutions~~have implicit interest rates that are readily determinable. As a result, ~~with~~the ~~nearly~~Company ~~95%~~utilizes ofan ~~net~~incremental ~~sales~~borrowing ~~derived~~rate ~~from~~that ~~water-related~~would ~~applications.~~be ~~These~~incurred ~~tailorable~~to ~~solutions~~borrow ~~encompass~~on ~~smart~~a ~~measurement~~collateralized ~~hardware,~~basis ~~reliable~~over ~~communications,~~a ~~data~~similar ~~and~~term ~~analytics~~in ~~software~~a ascomparable ~~well~~economic asenvironment. ~~ongoing~~As ~~support~~of September 30, 2024 and ~~expertise~~December ~~essential~~31, to2023, ~~optimize~~the ~~customers~~remaining lease term on the Company's ~~operations~~leases was 7.1 years and ~~contribute~~5.2, torespectively. As ~~the~~of ~~sustainable~~September ~~use~~30, 2024 and ~~protection~~December of31, 2023, the ~~world’s~~discount ~~most~~rate ~~precious~~was ~~resource~~5.0%. The future minimum lease payments to be paid under operating leases are as follows:

The Company’s smart measurement hardware is primarily comprised of the following product families:


	September 30, 2024
(In thousands)
2024 (remaining three months)	$	734
2025		2,386
2026		1,227
2027		542
2028		433
Thereafter		2,575
Total future lease payments		7,897
Present value adjustment		(1,333	)
Present value of future lease payments	$	6,564

~~• 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.~~ 14

~~• water~~Table ~~quality~~of ~~monitoring solutions, including optical sensing and electrochemical instruments that provide real-time, on-demand data parameters.~~Contents

~~• high~~Item ~~frequency~~2 Management’s ~~pressure~~Discussion and ~~acoustic~~Analysis ~~leak~~of ~~detection~~Financial ~~hardware~~Condition ~~that~~and ~~provides~~Results ~~real-time~~of ~~monitoring data.~~ Operations

~~The~~BUSINESS ~~Company’s~~DESCRIPTION ~~broad~~AND range of communication solutions include the ORION® branded family of radio endpoints, providing customers with a choice of industry-leading options for communicating data from hardware into usable applications.OVERVIEW

~~The~~With ~~Company’s~~more ~~hardware-enabled~~than ~~software~~a ~~provides~~century ~~the~~of ~~insights~~water ~~and~~technology ~~analytics~~innovation, ~~critical~~Badger toMeter ~~the~~is ~~holistic~~a global provider of industry leading water management solutions, with nearly 95% of ~~our~~net ~~customers’~~sales derived from water-related ~~systems~~applications. These ~~digital~~tailorable solutions ~~increase~~encompass ~~visibility~~smart measurement hardware, ~~empowering~~reliable ~~customers~~communications, data and analytics software as well as ongoing support and expertise essential to ~~monitor~~optimize ~~system~~customers' ~~performance~~operations and ~~make~~contribute ~~decisions~~to ~~aiding~~the ~~efficiency,~~sustainable ~~resiliency,~~use and ~~sustainability~~protection of the world’s most precious resource.

The Company’s ~~also~~smart ~~provides~~measurement ~~training,~~hardware ~~project~~is ~~management,~~primarily ~~technical~~comprised ~~support~~of ~~and~~the ~~other~~following ~~collaborative~~product ~~services for customers.~~families:

~~The~~• meters ~~Company’s~~that ~~solutions~~measure ~~fall~~the ~~into~~flow ~~two product lines: sales~~ of ~~meters,~~ water ~~quality sensors~~ and other ~~hardware,~~fluids ~~communication,~~ and ~~software~~are ~~and~~known ~~related~~for ~~technologies~~accuracy, tolong-lasting ~~water~~durability ~~utilities (utility water)~~ and ~~sales~~for ofproviding ~~meters,~~valuable ~~other sensing instruments, valves, software~~ and ~~other~~timely ~~solutions to commercial and industrial customers, including water related applications (~~flow ~~instrumentation)~~measurement data.

~~Utility~~• water ~~Water~~quality ~~Product~~monitoring ~~Line~~solutions, ~~(approximately~~including ~~85%~~optical ofsensing ~~Net~~and ~~Sales~~electrochemical ininstruments ~~fiscal~~that ~~2023)~~provide real-time, on-demand data parameters.

~~Utility~~• high ~~water~~frequency ~~smart~~pressure ~~metering solutions are comprised of water meters along with the related radio~~ and ~~software~~acoustic ~~technologies~~leak ~~and~~detection ~~services~~hardware ~~used~~that byprovides water utilities as the basis for generating their water and wastewater revenues, enabling operating efficiencies and engaging with their end consumers. 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 monitor various water quality parameters throughout the distribution system. The largest geographic market in which the Company operates is North America, primarily the United States. The majority of water meters sold are mechanical in nature, with increasing adoption over real-time ofmonitoring ~~ultrasonic (static) metering technology due to a variety of attributes, including their ability to maintain measurement accuracy over their useful life~~data.

~~Utility~~The ~~water~~Company’s ~~meters~~broad ~~(both~~range ~~residential~~of ~~and~~communication ~~commercial~~solutions ~~sizes)~~include ~~are~~the ~~generally~~ORION® ~~classified~~branded asfamily ~~either manually read meters or remotely read meters via radio technology. A manually read meter consists~~ of ~~a water meter and a register that provides a visual totalized meter reading. Meters equipped with~~ radio ~~technology (~~endpoints~~) receive flow measurement data from battery-powered encoder registers attached to the water meter~~, ~~which~~providing iscustomers ~~encrypted~~with ~~and transmitted via radio frequency to~~ a ~~receiver~~choice that collects and formats the data appropriately for water utility usage and billing systems. These remotely read systems are classified as either automatic meter reading (AMR) systems, where a vehicle equipped for meter reading purposes collects the data from the utilities’ meters, or advanced metering infrastructure (AMI) systems, where data is gathered utilizing a network (either fixed or cellular) of ~~data~~industry-leading ~~collectors~~options ~~or gateway receivers that are able to receive radio data transmission from the utilities’ meters. Among other benefits, AMI systems eliminate the need~~ for ~~utility~~communicating ~~personnel to drive through service territories to collect~~ data from ~~the~~hardware ~~meters~~into ~~and~~usable ~~provide utilities with more frequent and diverse data from their meters at specified intervals~~applications.

The ~~ORION®~~Company’s ~~family~~hardware-enabled ofsoftware ~~endpoints~~provides ~~offers~~the ~~water~~insights ~~utilities~~and aanalytics ~~choice~~critical ofto ~~industry-leading~~the ~~options~~holistic ~~for~~management ~~communicating~~of ~~meter~~our ~~reading~~customers’ ~~and~~water ~~event data~~systems. ~~ORION~~These ~~Cellular~~digital ~~endpoints~~solutions ~~power~~increase ~~our~~visibility, ~~Network~~empowering ascustomers ato ~~Service~~monitor ~~(NaaS)~~system ~~approach~~performance toand ~~AMI~~make decisions aiding efficiency, ~~eliminating~~resiliency, ~~the~~and sustainability.

14The Company also provides training, project management, technical support and other collaborative services for customers.

~~Table~~The Company’s solutions fall into two product lines: sales of ~~Contents~~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).

~~need~~Utility ~~for~~Water ~~the~~Product ~~utility~~Line to(approximately ~~install~~85% orof ~~maintain~~Net ~~infrastructure,~~Sales ~~enabling~~in ~~rapid~~fiscal ~~or gradual deployment, and enhancing network reliability. ORION mobile read endpoints support customers looking to deploy an AMR solution.~~2023)

~~Information~~Utility ~~and~~water ~~analytics~~smart metering solutions are ~~critical~~comprised toof water meters along with the ~~smart~~related ~~water~~radio ~~ecosystem.~~and ~~The~~software ~~Company’s~~technologies ~~BEACON®~~and ~~SaaS,~~services ~~amongst~~used ~~others,~~by ~~improves~~water ~~utility~~utilities ~~visibility~~as tothe basis for generating their water and ~~water~~wastewater ~~usage.~~revenues, ~~BEACON~~enabling isoperating aefficiencies ~~secure,~~and ~~cloud-hosted~~engaging ~~software~~with ~~suite~~their ~~that~~end ~~includes~~consumers. aThis ~~customizable~~product ~~dashboard~~line ~~and~~further ~~has~~comprises ~~the~~other ~~ability~~instruments toand ~~establish~~sensors ~~alerts~~used ~~for~~in ~~specific~~the ~~conditions.~~water Itdistribution ~~also~~system ~~allows~~to ~~for~~ensure ~~consumer~~the ~~engagement~~safe ~~tools~~and ~~that~~efficient ~~permit~~delivery ~~end~~of clean water. ~~users~~These ~~(such~~sensors asare ~~homeowners)~~used to ~~view~~detect leaks and ~~manage~~to ~~their~~monitor various water ~~usage~~quality ~~activity~~parameters throughout the distribution system. ~~Benefits~~The tolargest geographic market in which the ~~utility~~Company ~~include~~operates ~~improved~~is ~~customer~~North ~~service~~America, ~~increased~~primarily ~~visibility~~the ~~through~~United ~~faster~~States. ~~leak~~The ~~detection,~~majority ~~the~~of ~~ability~~water tometers ~~promote~~sold ~~and~~are ~~quantify~~mechanical ~~the~~in ~~effects~~nature, with increasing adoption over time of ~~its~~ultrasonic ~~water~~(static) ~~conservation~~metering ~~efforts~~technology due to a variety of attributes, ~~and~~including ~~easier~~their ~~compliance~~ability ~~reporting~~to maintain measurement accuracy over their useful life.

~~Water~~Utility ~~meter~~water ~~replacement~~meters ~~and~~(both ~~the~~residential ~~adoption~~ and ~~deployment~~commercial ofsizes) ~~new~~are ~~technologies~~generally ~~comprise~~classified ~~the~~as ~~majority~~either ofmanually ~~smart~~read ~~water~~meters ~~product~~or ~~sales,~~remotely ~~including~~read meters via radio ~~products~~technology. ToA manually read meter consists of a ~~much~~water ~~lesser~~meter ~~extent,~~and ~~housing~~a ~~starts~~register ~~also~~that ~~contribute~~provides toa ~~sales~~visual ~~annually~~totalized meter reading. ~~The~~Meters ~~industry~~equipped ~~continues~~with toradio ~~undergo~~technology a(endpoints) ~~conversion~~receive flow measurement data from ~~manually~~battery-powered ~~read~~encoder ~~water~~registers ~~meters~~attached to ~~meters~~the ~~with~~water meter, which is encrypted and transmitted via radio ~~technology,~~frequency to a receiver that collects and formats the data appropriately for water utility usage and billing systems. These remotely read systems are classified as either automatic meter reading (AMR) systems, towhere bea ~~upgraded~~vehicle toequipped ~~digital~~for meter reading purposes collects the data from the utilities’ meters, or advanced metering infrastructure (AMI) ~~solutions.~~systems, ~~The~~where ~~Company~~data ~~estimates~~is ~~that~~gathered ~~approximately~~utilizing ~~one-third~~a network (either fixed or cellular) of ~~water~~data collectors or gateway receivers that are able to receive radio data transmission from the utilities’ meters. ~~installed~~Among inother benefits, AMI systems eliminate the ~~United~~need ~~States~~for ~~have~~utility ~~been~~personnel ~~converted~~to drive through service territories to ~~AMI~~collect ~~systems~~data from the meters and provide utilities with more frequent and diverse data from their meters at specified intervals.

InThe ~~addition,~~ORION® ~~the~~family ~~Company provides various other hardware, instruments and sensors, and related software, to enhance the scope and breadth~~ of ~~connected~~endpoints ~~data~~offers ~~valuable to a~~ water ~~utility's~~utilities ~~operation. This includes water quality monitoring solutions utilizing optical sensors and electrochemical instruments that measure~~ a ~~variety~~choice 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. Realindustry-~~time~~leading ~~water~~options ~~quality parameters enhance the scope of actionable data~~ for ~~water~~communicating ~~utilities~~meter toreading ~~improve operational security, awareness~~ and ~~efficiency. 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~~data. ~~The~~ORION ~~data~~Cellular ~~and~~endpoints ~~insights~~power ~~collected~~our ~~from~~Network ~~these~~as ~~additional~~a ~~operational~~Service ~~sensors~~(NaaS) ~~are~~approach ~~often conveyed by cellular networks and can be leveraged alongside of the metering data within BEACON~~ to ~~unlock~~AMI, ~~powerful~~eliminating ~~insights about~~ the ~~operations of a customer's distribution network.~~

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. 15

~~Flow~~Table ~~Instrumentation Product Line (approximately 15%~~ of ~~Net Sales in fiscal 2023)~~Contents

~~The~~need ~~flow~~for ~~instrumentation product line primarily serves water applications throughout~~ the ~~broader~~utility ~~industrial market, with both standard and customized solutions. These solutions include meters, valves and other sensing instruments sold worldwide~~ to ~~measure~~install ~~and~~or ~~control~~maintain ~~the quantity of fluids~~infrastructure, ~~including~~enabling ~~water,~~rapid ~~air,~~or ~~steam,~~gradual ~~and other liquids and gases. These products~~deployment, ~~oftentimes leveraging the same technologies used in utility water, are used in a variety of industries~~ and ~~applications,~~enhancing ~~with~~network ~~the Company’s primary market focus being water/wastewater, heating, ventilating and air conditioning (HVAC) and corporate sustainability~~reliability. ~~Flow~~ORION ~~instrumentation~~mobile ~~products~~read ~~are~~endpoints ~~generally~~support ~~sold~~customers ~~through~~looking ~~manufacturers’~~to ~~representatives~~deploy ~~and~~an ~~original~~AMR ~~equipment manufacturers as the primary flow measurement device within a product or system~~solution. ~~Specialized communication protocols that control the entire flow measurement process and mandatory certifications drive these markets.~~

~~The~~Information ~~industries~~and ~~served~~analytics byare critical to the smart water ecosystem. The Company’s ~~flow~~BEACON® ~~instrumentation~~SaaS, ~~products~~amongst ~~face~~others, ~~accelerating~~improves ~~demands~~utility visibility to ~~contain~~their ~~costs,~~water ~~reduce~~and ~~product~~water ~~variability,~~usage. ~~and~~BEACON ~~meet~~is ~~ever-changing~~a ~~safety~~secure, ~~regulatory~~cloud-hosted ~~and~~software ~~sustainability~~suite ~~requirements.~~that Toincludes ~~address~~a ~~these~~customizable ~~challenges,~~dashboard ~~customers~~and ~~must~~has ~~reap~~the ~~more~~ability ~~value~~to ~~from~~establish ~~every~~alerts ~~component~~for inspecific ~~their systems~~conditions. ~~This~~It ~~system-wide~~also ~~scrutiny~~allows ~~has~~for ~~heightened~~consumer ~~the~~engagement ~~focus~~tools onthat ~~flow~~permit ~~instrumentation~~end water users (such as homeowners) to view and manage their water ~~quality~~usage ~~monitoring~~activity. inBenefits ~~wastewater~~to ~~treatment~~the utility include improved customer service, ~~industrial~~increased ~~process~~visibility through faster leak detection, ~~building~~the ~~automation~~ability to promote and ~~precision~~quantify ~~engineering~~the ~~applications~~effects ~~where~~of ~~flow~~its ~~measurement,~~water ~~quality~~conservation efforts, and ~~control~~easier ~~are~~compliance ~~critical~~reporting.

~~The~~Water ~~Company~~meter ~~offers~~replacement ~~one~~and the adoption and deployment of new technologies comprise the ~~broadest~~majority ~~flow~~of ~~measurement~~smart water product sales, ~~control~~including ~~and~~radio ~~communication~~products. ~~portfolios~~To ina ~~the~~much ~~market~~lesser extent, housing starts also contribute to sales annually. ~~Customers~~ ~~rely~~The onindustry ~~the~~continues ~~Company~~to ~~for~~undergo ~~application-specific~~a ~~solutions~~conversion ~~that~~from ~~deliver~~manually ~~accurate,~~read ~~timely~~water ~~and~~meters ~~dependable~~to ~~flow~~meters ~~data~~with ~~and~~radio ~~control~~technology, ~~essential~~and for ~~product~~AMR ~~quality,~~systems ~~cost~~to ~~control,~~be ~~safer~~upgraded ~~operations,~~to ~~regulatory~~digital ~~compliance~~AMI ~~and~~solutions. ~~more~~The ~~sustainable~~Company ~~operations~~estimates that approximately one-third of water meters installed in the United States have been converted to AMI systems.

~~Long~~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. 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-~~Term~~time ~~Business~~water ~~Trends~~quality parameters enhance the scope of actionable data for water utilities to improve operational security, awareness and efficiency. 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. 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 network.

~~Across~~The ~~the~~Company’s ~~globe~~net ~~significant~~sales ~~infrastructure~~and ~~investment~~corresponding ~~needs,~~net ~~aging~~earnings ~~workforce,~~depend ~~increasing regulations and a focus~~ on ~~climate-change~~unit ~~and~~volume ~~sustainability are driving companies~~ and ~~utilities~~product tomix, ~~better~~with ~~manage~~the ~~critical~~Company ~~resources~~generally ~~like~~earning ~~water.~~higher ~~Some~~average ~~customers~~selling ~~measure~~prices ~~fluids to identify leaks~~ and~~/or~~ ~~misappropriation~~margins ~~for~~on ~~cost~~meters ~~control~~coupled orwith ~~add~~radio ~~measurement~~technology, ~~points~~software, towater ~~help~~quality ~~automate~~monitoring ~~manufacturing. Other~~and ~~customers~~on ~~employ~~ultrasonic ~~measurement~~compared to ~~comply~~mechanical ~~with~~meters. ~~government mandates and laws including those~~

Flow Instrumentation Product Line (approximately 15% of Net Sales in fiscal 2023)

~~Table~~The flow instrumentation product line primarily serves water applications throughout the broader industrial market, with both standard and customized solutions. These solutions include meters, valves and other sensing instruments sold worldwide to measure and control the quantity of ~~Contents~~fluids, including water, air, steam, and other liquids and gases. These products, oftentimes leveraging the same technologies used in utility water, are used in a variety of industries and applications, with the Company’s primary market focus being water/wastewater, heating, ventilating and air conditioning (HVAC) and corporate sustainability. 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.

~~associated~~The ~~with~~industries ~~process~~served ~~and~~by ~~discharge~~the ~~water quality monitoring. The~~ Company’s ~~provides~~ flow ~~measurement~~instrumentation ~~technology~~products ~~critical~~face toaccelerating ~~providing~~demands ~~baseline~~to ~~usage~~contain ~~data~~costs, ~~and~~reduce toproduct ~~quantify~~variability, ~~reductions~~and asmeet ~~customers~~ever-changing ~~attempt~~safety, toregulatory ~~reduce~~and ~~consumption~~sustainability requirements. ~~For~~ ~~example,~~To ~~once~~address ~~water~~these ~~usage~~challenges, ~~metrics~~customers ~~are~~must ~~better~~reap ~~understood,~~more avalue ~~strategy~~from ~~for~~every ~~water-use~~component ~~reduction~~in ~~can~~their besystems. ~~developed~~This ~~with~~system-wide ~~specific~~scrutiny ~~water-reduction~~has ~~initiatives~~heightened ~~targeted~~the tofocus ~~those~~on ~~areas~~flow ~~where~~instrumentation itand iswater ~~most~~quality ~~viable. With~~monitoring ~~the~~in ~~Company’s~~wastewater ~~technology~~treatment, ~~customers~~industrial ~~have~~process, ~~found~~building ~~costly~~automation ~~leaks,~~and ~~pinpointed~~precision ~~equipment~~engineering inapplications ~~need~~where offlow ~~repair~~measurement, quality and ~~identified~~control ~~areas~~are ~~for process improvements~~critical.

~~Increasingly,~~The ~~customers~~Company inoffers ~~the~~one ~~utility~~of ~~water market are interested in more frequent and diverse data collection and~~ the ~~use~~broadest offlow ~~water metering~~measurement, ~~pressure~~control and ~~quality~~communication ~~analytics~~portfolios toin ~~evaluate~~the ~~water distribution activity~~market. ~~Specifically,~~Customers ~~AMI~~rely ~~technology~~on ~~enables water utilities to capture readings from each meter at more frequent and variable intervals. There are more than 50,000 water utilities in~~ the ~~United States and the~~ Company ~~estimates~~for ~~that approximately one~~application-~~third~~specific ofsolutions ~~their~~that ~~respective~~deliver ~~connections~~accurate, ~~have~~timely ~~converted~~and todependable anflow ~~AMI~~data ~~radio~~and ~~solution.~~control ~~The~~essential ~~Company~~for ~~believes~~product itquality, iscost ~~well~~control, ~~positioned~~safer tooperations, ~~meet~~regulatory ~~the~~compliance ~~continuing conversion trends to AMI with its comprehensive radio~~ and ~~software~~more ~~solutions~~sustainable operations.

In addition, certain water utilities are converting from mechanical to static meters. Ultrasonic water metering maintains a high level of measurement accuracy over the life of the meter, reducing a utility’s nonLong-~~revenue~~Term ~~water. The~~Business ~~Company has over a decade of proven reliability in the market with its ultrasonic meters.~~Trends

AsAcross ~~noted~~the ~~above~~globe significant infrastructure investment needs, ~~customers~~aging ~~are~~workforce, ~~increasingly~~increasing ~~looking~~regulations ~~for~~and ~~more~~a ~~frequent~~focus on climate-change and ~~diverse~~sustainability ~~data~~are driving companies and utilities to ~~holistically~~better manage ~~their~~critical ~~water~~resources ~~networks~~like water. As aSome ~~leading~~customers ~~provider~~measure offluids ~~water~~to ~~quality~~identify leaks and/or ~~pressure~~misappropriation ~~management~~for ~~monitoring~~cost ~~solutions,~~control weor ~~are~~add ~~able~~measurement points to ~~meet~~help ~~these~~automate ~~needs~~manufacturing. Other customers employ measurement to comply with government mandates and ~~enhance~~laws ~~the~~including ~~scope~~those ofassociated ~~actionable~~with ~~data~~process ~~for~~and ~~customers~~discharge water quality monitoring. The Company provides flow measurement technology critical to ~~help~~providing ~~measure,~~baseline ~~conserve~~usage data and ~~protect~~to ~~water~~quantify reductions as customers attempt to reduce consumption. For example, once

Together, our tailorable smart water solutions provide actionable information through data analytics derived from an interconnected and interoperable network of sensors and devices that help people and organizations efficiently use and conserve water. Badger Meter is well positioned to benefit from the adoption of smart water solutions. With 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.16

~~Acquisitions~~Table of Contents

~~Acquisitions~~water usage metrics are better understood, a strategy for water-use reduction can be developed with specific water-reduction initiatives targeted to those areas where it is most viable. With the Company’s technology, customers have found costly leaks, pinpointed equipment in need of repair, and identified areas for process improvements.

~~Effective January 1~~Increasingly, ~~2024,~~customers in the ~~Company~~utility ~~acquired~~water ~~select~~market ~~remote~~are interested in more frequent and diverse data collection and the use of water ~~monitoring~~metering, ~~hardware~~pressure and ~~software~~quality analytics to evaluate water distribution activity. Specifically, ~~inclusive~~AMI oftechnology ~~the~~enables ~~Telog®~~water ~~product~~utilities ~~line~~to capture readings from each meter at more frequent and ~~Unity~~variable ~~Remote~~intervals. There ~~Monitoring~~are ~~software~~more asthan a50,000 ~~service~~water (utilities in the ~~"Telog/Unity~~United ~~Assets)~~States and the Company estimates that approximately one-third of their respective connections have converted to an AMI radio solution. The ~~total~~Company ~~purchase~~believes ~~consideration~~it ~~for~~is well positioned to meet the ~~Telog/Unity~~continuing ~~Assets~~conversion ~~was~~trends ~~$3.0~~to ~~million~~AMI inwith ~~cash~~its comprehensive radio and software solutions.

~~Effective~~In ~~January 1~~addition, ~~2023,~~certain ~~the~~water ~~Company~~utilities ~~acquired~~are ~~100%~~converting offrom ~~the~~mechanical ~~outstanding~~to ~~stock~~static ofmeters. ~~Syrinix~~Ultrasonic ~~Ltd.~~water ~~("Syrinix"),~~metering ~~headquartered~~maintains ina high level of measurement accuracy over the ~~United~~life ~~Kingdom~~of the meter, reducing a ~~provider~~utility’s non-revenue water. The Company has over a decade of ~~high-frequency~~proven ~~pressure~~reliability ~~monitoring~~in ~~and~~the ~~leak~~market ~~detection~~with ~~solutions~~its ultrasonic meters.

~~The~~As ~~total~~noted ~~purchase consideration for Syrinix~~above, ~~net~~customers ofare ~~cash~~increasingly ~~acquired,~~looking ~~was~~for ~~$17.1~~more ~~million. The~~frequent ~~Company's~~and ~~allocation~~diverse ofdata ~~the~~to ~~purchase~~holistically ~~price~~manage attheir ~~December~~water ~~31, 2023 included $0~~networks.6 As ~~million~~a ofleading ~~receivables,~~provider ~~$0.7 million~~ of ~~inventories,~~water ~~$2.1~~quality ~~million of other assets, $7.7 million of intangible assets~~ and ~~$10.3~~pressure ~~million~~management ofmonitoring ~~goodwill. The~~solutions, ~~intangible~~we ~~assets~~are ~~acquired~~able ~~were~~to ~~primarily~~meet ~~developed~~these ~~technology,~~needs ~~customer relationships~~ and ~~trademarks~~enhance ~~with~~the ~~estimated~~scope ~~average~~of ~~useful~~actionable ~~lives~~data offor 13customers to 15help ~~years. The Company also assumed $1.9 million of payables~~measure, ~~$2.0~~conserve ~~million of deferred income taxes~~ and ~~$0.4~~protect ~~million of other liabilities as part of the acquisition~~water.

~~Revenue~~Together, our tailorable smart water solutions provide actionable information through data analytics derived from an interconnected and ~~Product~~interoperable ~~Mix~~network of sensors and devices that help people and organizations efficiently use and conserve water. Badger Meter is well positioned to benefit from the adoption of smart water solutions. With 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.

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. 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. Acquisitions

~~The~~Effective ~~Company~~January ~~also~~1, ~~seeks opportunities for additional revenue enhancement. For instance~~2024, the Company ~~has~~acquired ~~made inroads into~~ select ~~regional~~remote ~~markets~~water ~~outside~~monitoring ~~the~~hardware USand ~~such~~software, asinclusive of the ~~Middle~~Telog® ~~East,~~product UKline and ~~others~~Unity ~~with~~Remote ~~its~~Monitoring ~~tailorable~~software ~~smart~~as ~~water~~a ~~solutions~~service ~~portfolio~~(the "Telog/Unity Assets). The ~~Company~~total ispurchase ~~periodically~~consideration ~~asked~~for tothe ~~oversee~~Telog/Unity ~~and~~Assets ~~supervise~~was ~~field installation of its products and provide training and other services for certain customers~~$3. ~~Strategic~~0 ~~mergers~~million ~~and~~in ~~acquisitions are another avenue for profitable sales growth~~cash.

16Effective January 1, 2023, the Company acquired 100% of the outstanding stock of Syrinix Ltd. ("Syrinix"), headquartered in the United Kingdom, a provider of high-frequency pressure monitoring and leak detection solutions.

~~Table~~The total purchase consideration for Syrinix, net of ~~Contents~~cash acquired, was $17.1 million. 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 were primarily developed technology, customer relationships and trademarks with estimated average useful lives of 13 to 15 years. The Company also assumed $1.9 million of payables, $2.0 million of deferred income taxes and $0.4 million of other liabilities as part of the acquisition.

~~Results~~Revenue ofand ~~Operations~~Product ~~- Three Months Ended June 30, 2024~~Mix

~~Net~~As ~~Sales~~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. 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's ~~net~~also ~~sales~~seeks opportunities for ~~the~~additional ~~three~~revenue ~~months ended June 30, 2024 were $216~~enhancement.7 For ~~million~~instance, anthe ~~increase~~Company ofhas ~~23.2%~~made ~~compared~~inroads tointo ~~$175.9~~select ~~million~~regional ~~during~~markets outside the ~~same~~US ~~period~~such inas ~~2023. Sales into~~ the ~~utility~~Middle ~~water market were $190.6 million~~East, anUK ~~increase~~and ofothers ~~26.3%~~with ~~from~~its ~~the~~tailorable ~~prior~~smart ~~year’s~~water ~~$150.9~~solutions ~~million~~portfolio. ~~Utility~~The ~~water~~Company ~~net~~is ~~sales~~periodically ~~grew~~asked asto aoversee ~~result~~and ofsupervise ~~increased~~field ~~customer~~installation ~~adoption~~ of ~~cellular~~its ~~AMI~~products ~~solutions, including ORION® Cellular endpoint~~ and ~~BEACON®~~provide ~~SaaS~~training ~~revenues, as well as increased meter volumes, including both mechanical~~ and ~~ultrasonic~~other ~~meters.~~services ~~Sales~~for ofcertain ~~products into the global flow instrumentation end markets were $26~~customers.1 Strategic ~~million~~mergers ~~compared~~and toacquisitions ~~the~~are ~~prior~~another ~~year’s~~avenue ~~$25.0~~for ~~million,~~profitable ~~an increase of 4.5%. Flow instrumentation~~ sales ~~increased as a result of steady order demand within the water-focused end markets and modest~~ growth ~~in other industrial markets~~.

~~Earnings~~17

~~Total~~Table ~~operating earnings for the three months ended June 30, 2024 were $41.5 million, or 19.2%~~ of sales, compared to $29.5 million, or 16.8% of sales, in the comparable prior year quarter. Gross margin dollars increased $15.9 million, with gross margin as a percent of sales of 39.4%, a slight decrease from 39.5% in the prior year comparable quarter. Gross margin in the current quarter benefited from increased sales volumes and favorable sales mix offset by inflationary cost increases. Selling, engineering and administration (“SEA”) expenses were $43.9 million or 20.2% of sales compared to $39.9 million or 22.7% in the comparable prior year quarter. The increase in SEA expenses was the result of continued growth-related spending including higher headcount, merit increases, incentive compensation and R&D expenses. The year-over-year improvement in SEA expense as a percent of sales is the result of effective spending controls and higher sales.Contents

~~The~~Results ~~provision for income taxes as a percentage~~ of ~~earnings~~Operations ~~before~~- ~~income~~Three ~~taxes~~Months ~~for~~Ended ~~the~~September ~~quarter ended June~~ 30, 2024 was 23.8% compared to 25.8% for the comparable prior year period. Interim provisions are based on an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings, and other credits and allowances.

AsNet a result of the above-mentioned items, net earnings for the three months ended June 30, 2024 were $33.1 million, or $1.12 per diluted share, compared to $22.5 million, or $0.76 per diluted share, for the same period in 2023. Sales

~~Results~~The ofCompany's ~~Operations~~net -sales ~~Six~~for ~~Months~~the ~~Ended~~three ~~June~~months ended September 30, 2024 were $208.4 million, an increase of 11.9% compared to $186.2 million during the same period in 2023. Sales into the utility water market were $183.0 million, an increase of 13.8% from the prior year’s $160.8 million. The Company's net sales grew as a result of increased smart water solutions including higher sales across various hardware, communication and BEACON SaaS solutions. Sales of products into the flow instrumentation end markets were $25.4 million in the third quarter of 2024 and 2023. Flow instrumentation sales were flat on steady order demand within the water-focused end markets, generally offset by declines across de-emphasized applications.

~~Net Sales~~Earnings

~~The~~Total ~~Company's~~operating ~~net~~earnings ~~sales~~ for the ~~six~~three months ended ~~June~~September 30, 2024 were $~~412~~40.96 million, or 19.5% of sales, compared to $~~335~~31.04 million, ~~during~~or ~~the~~16.9% ~~same~~of ~~period~~sales, in ~~2023. Sales~~the ~~into~~comparable ~~the~~prior ~~utility~~year ~~water~~quarter. Gross ~~market~~margin ~~were~~dollars increased $~~360~~11.62 million, anwith ~~increase~~gross margin as a percent of 27sales of 40.42%, an increase from 39.1% of sales in the prior year’s ~~$283.1~~comparable ~~million~~quarter. ~~Utility~~Gross ~~water~~margin ~~net~~improvement ~~sales~~in ~~grew~~the ascurrent ayear ~~result~~was ofdriven ~~increased~~by ~~ultrasonic~~positive ~~meter~~sales mix, ~~ORION®~~including ~~Cellular~~strong ~~endpoint,~~AMI and ~~BEACON®~~software-related ~~SaaS~~sales, ~~revenues.~~as ~~Sales~~well ofas ~~products~~ongoing ~~into~~price/cost ~~the~~benefit ~~global~~and ~~flow~~operating ~~instrumentation~~execution. Selling, ~~end~~engineering ~~markets~~and administration (“SEA”) expenses were $5243.3 million ~~compared~~or to20.8% ~~the~~of ~~prior~~sales ~~year’s~~compared to $5141.93 million, anor ~~increase~~22.2% of 0sales in the comparable prior year quarter.~~8%.~~ ~~Flow~~The ~~instrumentation~~increase ~~sales~~in ~~increased~~spending ~~due~~primarily relates to ~~steady~~higher ~~demand~~personnel-related ~~across~~investments, while the ~~majority~~year-over-year improvement in SEA expense leverage was the result of ~~end-markets~~effective spending controls and ~~applications~~higher sales.

~~Earnings~~The provision for income taxes as a percentage of earnings before income taxes for the quarter ended September 30, 2024 was 25.3% compared to 20.3% for the comparable prior year period. The prior year quarter effective tax rate included a discrete income tax benefit related to stock option exercises and restricted stock vesting transactions. Interim provisions are based on an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings, and other credits and allowances.

~~Total~~As ~~operating~~a result of the above-mentioned items, net earnings for the ~~six~~three months ended ~~June~~September 30, 2024 were $7832.10 million, or 18$1.9%08 ofper ~~sales~~diluted share, compared to $5426.50 million, or ~~16.3% of sales, in the comparable prior year period. Gross margin dollars increased~~ $300.388 ~~million,~~per ~~with~~diluted ~~gross margin as a percent of sales of 39.4%~~share, afor ~~slight decrease from 39.5% in~~ the ~~prior~~same ~~year comparable~~ period~~. Gross~~ margin stability was the result of increased sales volumes and favorable sales mix offset by inflationary cost increases. SEA expenses were $84.5 million or 20.5% of sales compared to $77.7 million or 23.2% in ~~the comparable prior year period~~2023. ~~The year-over-year improvement in SEA expense leverage is the result of effective spending controls and higher sales.~~

~~The~~Results ~~provision for income taxes as a percentage~~ of ~~earnings~~Operations ~~before~~- ~~income~~Nine ~~taxes~~Months ~~for~~Ended ~~the~~September ~~six months ended June~~ 30, 2024 was 23.7% compared to 25.1% for the comparable prior year period. Interim provisions are based on an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings, and other credits and allowances.

17Net Sales

~~Table~~The Company's net sales for the nine months ended September 30, 2024 were $621.4 million, an increase of ~~Contents~~19.2%, compared to $521.2 million during the same period in 2023. Sales into the utility water market were $543.7 million, an increase of 22.5% from the prior year’s $443.9 million. Utility water net sales grew as a result of increased adoption of smart water technologies, notably AMI. Sales increased across meters, both mechanical and ultrasonic, as well as increased ORION Cellular endpoints and BEACON SaaS revenues. Sales of products into the global flow instrumentation end markets were $77.7 million compared to the prior year’s $77.3 million, an increase of 0.5%.

As a result of the above-mentioned items, net earnings for the six months ended June 30, 2024 were $62.2 million, or $2.11 per diluted share, compared to $41.9 million, or $1.42 per diluted share, for the same period in 2023. Earnings

~~LIQUIDITY~~Total ~~AND~~operating ~~CAPITAL~~earnings ~~RESOURCES~~for the nine months ended September 30, 2024 were $118.7 million, or 19.1% of sales, compared to $86.0 million, or 16.5% of sales, in the comparable prior year period. Gross margin dollars increased $41.5 million, with gross margin as a percent of sales of 39.7%, an increase from 39.3% of sales in the prior year comparable period. Gross margin improvement was the result of increased sales volume and favorable structural product mix. SEA expenses were $127.7 million or 20.6% of sales compared to $119.0 million or 22.8% of sales in the comparable prior year period. The year-over-year improvement in SEA expense leverage was the result of effective spending controls and higher sales.

The ~~main~~provision ~~sources~~for income taxes as a percentage of ~~liquidity~~earnings before income taxes for the ~~Company~~nine ~~are~~months ~~cash~~ended ~~from~~September ~~operations~~30, ~~and~~2024 ~~borrowing~~was ~~capacity~~24.2% compared to 23.3% for the comparable prior year period. InInterim ~~addition,~~provisions ~~depending~~are based on ~~market~~an ~~conditions,~~estimate of the ~~Company~~overall ~~may~~annual ~~access~~rate ~~the~~that ~~capital~~can ~~markets~~vary due to ~~strengthen~~state ~~its~~taxes, ~~capital~~the ~~position~~relationship ~~and~~of toforeign ~~provide~~and ~~additional~~domestic ~~liquidity~~earnings, ~~for~~and ~~general~~other ~~corporate~~credits ~~purposes~~and allowances.

~~Primary Working Capital~~18

~~The~~Table ~~Company uses primary working capital (“PWC”) as a percentage~~ of sales as a key metric for working capital efficiency. The Company defines this metric as the sum of Receivables and Inventories less Payables, divided by trailing twelve-month Net sales. The following table shows the components of our PWC:Contents

	June 30, 2024				December 31, 2023
(In thousands)	$			PWC%	$			PWC%
Receivables	$	106,229		13.6%	$	83,507		11.9%
Inventories		161,266		20.6%		153,674		21.8%
Payables		(96,011	)	-12.3%		(81,807	)	-11.6%
Primary Working Capital	$	171,484		21.9%	$	155,374		22.1%

As a result of the above-mentioned items, net earnings for the nine months ended September 30, 2024 were $94.2 million, or $3.19 per diluted share, compared to $67.9 million, or $2.30 per diluted share, for the same period in 2023.

~~Overall,~~LIQUIDITY ~~PWC~~AND ~~increased~~CAPITAL $16.1 million compared to the previous year-end. Receivables at June 30, 2024 increased $22.7 million due to higher sales activity. Inventories increased $7.6 million due to component cost inflation, higher safety stock levels and increased sales activity. Payables at June 30, 2024 were $14.2 million higher than the prior year-end due to timing of payments and increased inventory levels.RESOURCES

~~Cash~~The ~~Provided~~main bysources ~~Operations~~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.

~~Cash~~Primary ~~provided~~Working by operations in the first six months of 2024 was $57.9 million compared to $40.7 million in the same period of 2023. Higher net earnings, offset by increased working capital balances, contributed to the increase in cash provided by operations compared to the same period in 2023.Capital

~~Property,~~The ~~plant~~Company ~~and~~uses ~~equipment~~primary ~~expenditures~~working ~~for~~capital ~~the~~(“PWC”) ~~first~~as ~~six~~a ~~months~~percentage of ~~2024~~sales ~~were~~as ~~$5.0~~a ~~million~~key ~~compared~~metric tofor $6working capital efficiency.9 The ~~million~~Company indefines this metric as the ~~comparable~~sum ~~prior~~of ~~year~~Receivables ~~period~~and Inventories less Payables, divided by trailing twelve-month Net sales. The following table shows the components of our PWC:

Cash and cash equivalents increased to $226.2 million from $191.8 million at December 31, 2023, the result of the $57.9 million cash provided by operations, offset by $3.0 million deployed to acquire the Telog/Unity net assets and payment of quarterly dividends.


	September 30, 2024				December 31, 2023
(In thousands)	$			PWC%	$			PWC%
Receivables	$	93,427		11.6%	$	83,507		11.9%
Inventories		158,517		19.7%		153,674		21.8%
Payables		(77,381	)	-9.6%		(81,807	)	-11.6%
Primary Working Capital	$	174,563		21.7%	$	155,374		22.1%

~~The~~Overall, ~~Company's~~PWC ~~credit~~increased ~~facility includes a~~ $~~150~~19.02 million ~~multi-currency~~compared ~~line~~to ofthe ~~credit~~previous ~~that~~year-end. Receivables ~~supports~~at ~~commercial~~September ~~paper~~30, ~~(up~~2024 toincreased $~~100~~9.09 million~~). The~~ ~~facility~~due ~~includes~~to ~~several~~higher ~~features~~sales ~~that~~activity. Inventories ~~enhance~~increased ~~the~~$4.8 ~~Company's~~million ~~financial~~due ~~flexibility~~to ~~including~~component ancost ~~increase feature~~inflation, ~~acquisition~~higher ~~holiday,~~safety stock levels and ~~favorable~~increased ~~financial~~sales ~~covenants~~activity. ~~The~~Payables ~~Company~~at ~~was~~September ~~in compliance with all covenants as of June~~ 30, 2024. ~~The~~were ~~Company~~$4.5 ~~believes~~million ~~that~~less ~~its~~than ~~operating~~year-end ~~cash~~due ~~flows,~~primarily ~~available borrowing capacity, and its ability~~ to ~~raise~~a ~~capital~~stabilizing ~~provide~~inventory ~~adequate~~balance ~~resources to fund ongoing operating requirements, future capital expenditures~~ and ~~the~~timing ~~development~~ of ~~new~~payments ~~products. The~~relative ~~Company~~to ~~had $154~~quarter-end.~~3 million of unused credit lines available at June 30, 2024.~~

~~Other~~Cash ~~Matters~~Provided by Operations

OnCash ~~March~~provided 6,by ~~2024,~~operations in the ~~SEC~~first ~~adopted~~nine ~~final~~months ~~rules to enhance disclosures pertaining to climate related risks and associated board and management governance~~ of ~~such risks. On April 4,~~ 2024, ~~the~~was ~~SEC~~$103.0 ~~voluntarily~~million ~~stayed~~compared ~~implementation of the rules pending the completion of judicial review of consolidated legal challenges~~ to ~~the~~$72.2 ~~rules~~million byin the ~~United~~same ~~States~~period ~~Court~~ of ~~Appeals for the Eighth Circuit~~2023. IfHigher ~~the~~net ~~rules~~earnings goand ~~effective~~favorable asworking ~~currently~~capital ~~contemplated,~~trends ~~disclosures~~contributed ~~will~~to bethe ~~made~~increase ~~prospectively, with phased-~~in ~~effective~~cash ~~dates~~provided ~~starting~~by ~~with~~operations ~~fiscal~~compared ~~years beginning on or after January 1, 2025, subject~~ to any additional regulatory or judicial delays. Other governing bodies have passed or are considering passing related legislature requiring certain environmental, social and governance disclosures. The Company is currently assessing the ~~impact~~same ofperiod ~~these~~in ~~changes to its consolidated financial statements~~2023.

~~The~~Property, ~~Company~~plant ~~is subject to contingencies related to environmental laws~~ and ~~regulations. A~~equipment ~~future~~expenditures ~~change~~for inthe ~~circumstances~~first ~~with~~nine ~~respect~~months toof ~~these~~2024 ~~specific~~were ~~matters~~$8.1 ormillion ~~with~~compared ~~respect~~ to ~~sites~~$9.9 ~~formerly~~million orin ~~currently owned or operated by~~ the ~~Company,~~comparable ~~off-site~~prior ~~disposal~~year ~~locations used by the Company, and property owned by third parties that is near such sites, could~~ period.

18Cash and cash equivalents increased to $259.0 million from $191.8 million at December 31, 2023, the result of the $103.0 million cash provided by operations, offset by the $3.0 million deployed to acquire the Telog/Unity net assets and payment of quarterly dividends.

~~Table~~The Company's credit facility includes a $150.0 million multi-currency line of ~~Contents~~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 September 30, 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 $154.5 million of unused credit lines available at September 30, 2024.

~~result~~Other in future costs to the Company and such amounts could be material. Expenditures for compliance with environmental control provisions and regulations during 2023 and the first two quarters of 2024 were not material.Matters

~~See~~On ~~the~~March ~~“Special~~6, ~~Note~~2024, ~~Regarding~~the ~~Forward~~SEC ~~Looking~~adopted ~~Statements”~~final atrules ~~the~~to ~~front~~enhance ofdisclosures ~~this~~pertaining ~~Quarterly~~to ~~Report~~climate onrelated ~~Form~~risks ~~10-Q~~and associated board and ~~Part~~management Igovernance of such risks. On April 4, ~~Item~~2024, 1Athe ~~“Risk~~SEC ~~Factors”~~voluntarily instayed implementation of the ~~Company's~~rules ~~Annual~~pending ~~Report~~the oncompletion ~~Form~~of ~~10-K~~judicial review of consolidated legal challenges to the rules by the United States Court of Appeals for the ~~year~~Eighth ~~ended~~Circuit. If ~~December~~the ~~31,~~rules ~~2023~~go ~~and~~effective ~~Part~~as IIcurrently contemplated, ~~Item~~disclosures 1Awill ~~“Risk~~be ~~Factors”~~made prospectively, with phased-in ~~this~~effective ~~Quarterly~~dates ~~Report~~starting with fiscal years beginning on ~~Form~~or ~~10-Q~~after ~~for~~January a1, ~~discussion~~2025, ofsubject ~~risks~~to ~~and~~any ~~uncertainties~~additional ~~that~~regulatory ~~could~~or ~~impact~~judicial ~~the~~delays. Other ~~Company's~~governing ~~financial~~bodies ~~performance~~have passed or are considering passing related legislature requiring certain environmental, social and ~~results~~governance disclosures. The Company is currently assessing the impact of ~~operations~~these changes to its consolidated financial statements.

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~is subject to contingencies related to environmental laws and ~~Contractual~~regulations. A ~~Obligations~~future change in circumstances with respect to these specific matters or with respect to sites formerly or currently owned or operated by the

The Company's off-balance sheet arrangements and contractual obligations are discussed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Off-Balance Sheet Arrangements” and “Contractual Obligations” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and have not materially changed since that report was filed unless otherwise indicated in this Quarterly Report on Form 10-Q.19

~~Item~~Table ~~3 Quantitative~~of ~~and Qualitative Disclosures about Market Risk~~Contents

~~The~~ Company's, ~~quantitative~~off-site ~~and~~disposal ~~qualitative~~locations ~~disclosures~~used ~~about~~by ~~market~~the ~~risk~~Company, ~~are~~and ~~included~~property inowned ~~Part~~by ~~II,~~third ~~Item~~parties 7that ~~“Management’s~~is ~~Discussion~~near ~~and~~such ~~Analysis~~sites, ofcould ~~Financial~~result ~~Condition~~in ~~and~~future ~~Results~~costs ofto ~~Operations” under~~ the ~~heading~~Company ~~“Market~~and ~~Risks”~~such inamounts ~~the~~could ~~Company's~~be ~~Annual~~material. Expenditures ~~Report~~for oncompliance ~~Form~~with ~~10-K~~environmental ~~for~~control ~~the~~provisions ~~year~~and ~~ended~~regulations ~~December~~during ~~31,~~ 2023 and ~~have~~the ~~not~~first ~~materially~~three ~~changed~~quarters ~~since~~of ~~that~~2024 ~~report~~were ~~was~~not ~~filed~~material.

See the “Special Note Regarding Forward Looking Statements” at the front of this Quarterly Report on Form 10-Q and Part I, Item ~~4 Controls~~1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and ~~Procedures~~Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q for a discussion of risks and uncertainties that could impact the Company's financial performance and results of operations.

~~Evaluation~~Off-Balance ofSheet ~~Disclosure~~Arrangements ~~Controls~~ and ~~Procedures~~Contractual Obligations

InThe ~~accordance~~Company's ~~with Rule 13a~~off-~~15(b)~~balance ofsheet ~~the~~arrangements ~~Securities~~and ~~Exchange~~contractual ~~Act~~obligations ofare ~~1934~~discussed ~~(the~~in ~~“Exchange~~Part ~~Act”)~~II, ~~the~~Item ~~Company'~~7 "Management’s ~~management~~Discussion ~~evaluated,~~and ~~with~~Analysis ~~the participation~~ of ~~the~~Financial ~~Company's~~Condition ~~Chairman, President~~ and ~~Chief~~Results ~~Executive~~of ~~Officer~~Operations" ~~and~~under the ~~Company's~~headings ~~Senior Vice President~~ "Off-Balance ~~Chief~~Sheet ~~Financial~~Arrangements" ~~Officer,~~and ~~the~~"Contractual ~~effectiveness~~Obligations" ofin the ~~design and operation of the~~ Company's ~~disclosure~~Annual ~~controls~~Report ~~and~~on ~~procedures~~Form ~~(as defined in Rule 13a~~10-~~15(e)~~K ~~under~~for the ~~Exchange~~year ~~Act) as of the end of the quarter~~ ended ~~June~~December 3031, ~~2024. Based~~2023 ~~upon their evaluation of these disclosure controls~~ and ~~procedures,~~have ~~the~~not ~~Company's~~materially ~~Chairman,~~changed ~~President~~since ~~and Chief Executive Officer and the Company's Senior Vice President – Chief Financial Officer concluded~~ that, asreport ofwas ~~the~~filed ~~date~~unless ofotherwise ~~such~~indicated ~~evaluation,~~in ~~the~~this ~~Company's~~Quarterly ~~disclosure~~Report ~~controls~~on ~~and~~Form ~~procedures were effective~~10-Q.

~~Changes~~Item in3 Quantitative ~~Internal~~and ~~Control~~Qualitative ~~Over~~Disclosures ~~Financial~~about ~~Reporting~~Market Risk

~~There~~The ~~was~~Company's noquantitative ~~change~~and inqualitative ~~the~~disclosures ~~Company's~~about ~~internal~~market ~~control~~risk ~~over~~are ~~financial~~included ~~reporting~~in ~~that~~Part ~~occurred~~II, ~~during~~Item ~~the~~7 ~~quarter~~"Management’s ~~ended~~Discussion ~~June~~and ~~30,~~Analysis ~~2024~~of ~~that~~Financial ~~has~~Condition ~~materially~~and ~~affected,~~Results orof isOperations" ~~reasonably~~under ~~likely~~the toheading ~~materially~~"Market ~~affect,~~Risks" in the Company's ~~internal~~Annual ~~control~~Report ~~over~~on ~~financial~~Form ~~reporting~~10-K for the year ended December 31, 2023 and have not materially changed since that report was filed.

19Item 4 Controls and Procedures

~~Table~~Evaluation of ~~Contents~~Disclosure Controls and Procedures

~~Part~~In IIaccordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company's management evaluated, with the participation of the Company's Chairman, President and Chief Executive Officer and the Company's Senior Vice President - Chief Financial Officer, the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the quarter ended September 30, 2024. Based upon their evaluation of these disclosure controls and procedures, the Company's Chairman, President and Chief Executive Officer and the Company's Senior Vice President – ~~Other~~Chief ~~Information~~Financial Officer concluded that, as of the date of such evaluation, the Company's disclosure controls and procedures were effective.

~~Item~~Changes ~~1A Risk~~in ~~Factors~~Internal Control Over Financial Reporting

There ~~have~~was ~~been~~ no ~~material~~change ~~changes from the risk factors disclosed~~ in the Company's ~~Annual~~internal ~~Report~~control onover ~~Form~~financial ~~10-K~~reporting ~~for~~that occurred during the ~~year~~quarter ended ~~December~~September 3130, ~~2023~~2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

~~Item 2 Unregistered Sales of Equity Securities and Use of Proceeds~~20

InTable ~~February 2023, the Board authorized the repurchase~~ of up to 200,000 shares of the Company's Common Stock through February 2026. The following table provides information about the Company's purchases under this repurchase program during the quarter ended June 30, 2024 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act.Contents

	Total numberof sharespurchased		Average pricepaid per share		Total numberof sharespurchased aspart of apubliclyannouncedprogram		Maximumnumber ofshares thatmay yet bepurchasedunder theprogram
April 1, 2024 - April 30, 2024		-	$	-		-		200,000
May 1, 2024 - May 31, 2024		-	$	-		-		200,000
June 1, 2024 - June 30, 2024		-	$	-		-		200,000
Total as of June 30, 2024		-				-		200,000

Part II – Other Information

Item ~~5 Other~~1A Risk ~~Information~~Factors

~~During~~ There ~~the~~have ~~second~~been ~~quarter~~no ofmaterial ~~2024,~~changes ~~none~~from ofthe ~~our~~risk ~~directors~~factors ordisclosed ~~executive~~in ~~officers~~the ~~adopted~~Company's orAnnual ~~terminated~~Report ~~any~~on ~~"Rule~~Form ~~10b5~~10-1K ~~trading~~for ~~arrangement"~~the oryear ~~"non-Rule~~ended ~~10b5-1~~December ~~trading~~31, ~~arrangement" (as each term is defined in Item 408(a) of Regulation S-K)~~2023.

Item ~~6 Exhibits~~2 Unregistered Sales of Equity Securities and Use of Proceeds

~~EXHIBIT~~In ~~INDEX~~February 2023, the Board authorized the repurchase of up to 200,000 shares of the Company's Common Stock through February 2026. The following table provides information about the Company's purchases under this repurchase program during the quarter ended September 30, 2024 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act.

Exhibit No.	Description
	Total numberof sharespurchased		Average pricepaid per share		Total numberof sharespurchased aspart of apubliclyannouncedprogram		Maximumnumber ofshares thatmay yet bepurchasedunder theprogram
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
July 1, 2024 - July 31, 2024		-	$	-		-		200,000
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
August 1, 2024 - August 31, 2024		-	$	-		-		200,000
32	Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
September 1, 2024 - September 30, 2024		-	$	-		-		200,000
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) the Consolidated Condensed Statements of Shareholders’ Equity, (vi) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and including detailed tags and (vii) the information in Part II, Item 5 Other Information.
Total as of September 30, 2024		-				-		200,000
104	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).

20Item 5 Other Information

~~Table~~During the third quarter of ~~Contents~~2024, none of our directors or executive officers adopted or terminated any "Rule 10b5-1 trading arrangement" or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408(a) of Regulation S-K).

~~SIGNATURES~~Item 6 Exhibits

~~Pursuant~~EXHIBIT ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~INDEX

	BADGER METER, INC.
Exhibit No.	Description
Dated: July 22, 2024	By	/s/ Kenneth C. Bockhorst
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		Kenneth C. Bockhorst
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		Chairman, President and Chief Executive Officer
32	Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	By	/s/ Robert A. Wrocklage
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) the Consolidated Condensed Statements of Shareholders’ Equity, (vi) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and including detailed tags and (vii) the information in Part II, Item 5 Other Information.
		Robert A. Wrocklage
104	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
		Senior Vice President – Chief Financial Officer
	By	/s/ Daniel R. Weltzien
		Daniel R. Weltzien
		Vice President – Controller

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BADGER METER, INC.

Dated: October 18, 2024	By	/s/ Kenneth C. Bockhorst
		Kenneth C. Bockhorst
		Chairman, President and Chief Executive Officer

	By	/s/ Robert A. Wrocklage
		Robert A. Wrocklage
		Senior Vice President – Chief Financial Officer

	By	/s/ Daniel R. Weltzien
		Daniel R. Weltzien
		Vice President – Controller

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