UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
or
For the transition period from to
Commission File No.
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
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Smaller reporting company |
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Accelerated filer |
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Emerging growth company |
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Non‑accelerated filer |
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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 October 11, 2022 there were
BADGER METER, INC.
Quarterly Report on Form 10-Q for the Period Ended September 30, 2022
Index
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Item 1 |
4 |
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Consolidated Condensed Balance Sheets - September 30, 2022 and December 31, 2021 |
4 |
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5 |
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6 |
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Consolidated Condensed Statements of Cash Flows - Nine Months Ended September 30, 2022 and 2021 |
7 |
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8 |
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Notes to Unaudited Consolidated Condensed Financial Statements |
9 |
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Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 |
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Item 4 |
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Item 1A |
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Item 2 |
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Item 6 |
20 |
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21 |
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2
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, 2021 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.
3
Part I – Financial Information
Item 1 Financial Statements
BADGER METER, INC.
Consolidated Condensed Balance Sheets
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September 30, |
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December 31, |
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(Unaudited) |
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(In thousands) |
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2022 |
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2021 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables |
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Inventories: |
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Finished goods |
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Work in process |
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Raw materials |
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Total inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, at cost |
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Less accumulated depreciation |
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Net property, plant and equipment |
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Intangible assets, at cost less accumulated amortization |
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Other assets |
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Deferred income taxes |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and shareholders’ equity |
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Current liabilities: |
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Payables |
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$ |
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$ |
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Accrued compensation and employee benefits |
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Warranty and after-sale costs |
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Other current liabilities |
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Total current liabilities |
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Other long-term liabilities |
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Deferred income taxes |
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Accrued non-pension postretirement benefits |
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Other accrued employee benefits |
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(Note 5) |
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Shareholders’ equity: |
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Common stock |
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Capital in excess of par value |
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Reinvested earnings |
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Accumulated other comprehensive (loss) income |
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Less: Treasury stock, at cost |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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See accompanying notes to unaudited consolidated condensed financial statements.
4
BADGER METER, INC.
Consolidated Condensed Statements of Operations
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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(Unaudited) |
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(Unaudited) |
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(In thousands except share and per share amounts) |
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2022 |
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2021 |
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2022 |
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2021 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross margin |
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Selling, engineering and administration |
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Operating earnings |
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Interest (income) expense, net |
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Other pension and postretirement costs |
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Earnings before income taxes |
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Provision for income taxes |
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Net earnings |
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$ |
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$ |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Dividends declared per common share |
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$ |
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$ |
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$ |
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$ |
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Shares used in computation of earnings per share: |
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Basic |
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Impact of dilutive securities |
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Diluted |
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See accompanying notes to unaudited consolidated condensed financial statements.
5
BADGER METER, INC.
Consolidated Condensed Statements of Comprehensive Income
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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(Unaudited) |
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(Unaudited) |
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(In thousands) |
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2022 |
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2021 |
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2022 |
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2021 |
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Net earnings |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive loss: |
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Foreign currency translation adjustments |
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( |
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( |
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( |
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( |
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Pension and postretirement benefits, net of tax |
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( |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to unaudited consolidated condensed financial statements.
6
BADGER METER, INC.
Consolidated Condensed Statements of Cash Flows
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Nine Months Ended September 30, |
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(Unaudited) |
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2022 |
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2021 |
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Operating activities: |
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Net earnings |
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$ |
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$ |
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Adjustments to reconcile net earnings to net cash provided by operations: |
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Depreciation |
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Amortization |
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Deferred income taxes |
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Noncurrent employee benefits |
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( |
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Stock-based compensation expense |
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Changes in: |
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Receivables |
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( |
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( |
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Inventories |
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( |
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Payables |
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Prepaid expenses and other assets |
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( |
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Other liabilities |
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Total adjustments |
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Net cash provided by operations |
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Investing activities: |
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Property, plant and equipment expenditures |
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Proceeds from company owned life insurance plans |
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- |
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Acquisitions, net of cash acquired |
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- |
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( |
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Net cash used for investing activities |
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( |
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( |
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Financing activities: |
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Dividends paid |
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( |
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Proceeds from exercise of stock options |
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Repurchase of treasury stock |
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( |
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Issuance of treasury stock |
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- |
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Net cash used for financing activities |
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( |
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( |
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Effect of foreign exchange rates on cash |
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( |
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( |
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Increase (Decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents – beginning of period |
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Cash and cash equivalents – end of period |
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$ |
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$ |
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See accompanying notes to unaudited consolidated condensed financial statements.
7
BADGER METER, INC.
Consolidated Condensed Statements of Shareholders’ Equity
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Quarter and year-to-date ended September 30, |
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Common |
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Capital in |
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Reinvested |
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Accumulated |
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Treasury |
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Total |
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(Unaudited) |
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(In thousands except share and per share amounts) |
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Balance, June 30, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net earnings |
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- |
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- |
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- |
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- |
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Pension and postretirement benefits |
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- |
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- |
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- |
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- |
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Foreign currency translation |
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- |
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- |
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- |
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( |
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- |
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( |
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Cash dividends of $ |
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- |
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- |
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( |
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- |
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- |
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( |
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Stock options exercised |
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- |
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- |
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- |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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Balance, September 30, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Balance, December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net earnings |
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- |
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- |
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- |
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- |
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Pension and postretirement benefits |
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- |
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- |
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- |
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- |
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Foreign currency translation |
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- |
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- |
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- |
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( |
) |
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- |
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( |
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Cash dividends of $ |
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- |
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- |
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( |
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- |
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- |
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( |
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Stock options exercised |
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- |
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- |
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- |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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Purchase of common stock for treasury stock |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Issuance of treasury stock ( |
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- |
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- |
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- |
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Balance, September 30, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Balance, June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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