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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
|
¨
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Page No.
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Item 1
|
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Item 2
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Item 3
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Item 4
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Item 6
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|
|
•
|
the continued shift in the Company’s business from lower cost, manually read meters toward more expensive, value-added automatic meter reading (AMR) systems, advanced metering infrastructure (AMI) systems and advanced metering analytics (AMA) systems that offer more comprehensive solutions to customers’ metering needs;
|
•
|
the success or failure of newer Company products;
|
•
|
changes in competitive pricing and bids in both the domestic and foreign marketplaces, and continued intense price competition on government bid contracts for lower cost, manually read meters;
|
•
|
the actions (or lack thereof) of the Company’s competitors;
|
•
|
changes in the Company’s relationships with its alliance partners, primarily its alliance partners that provide radio solutions, and particularly those that sell products that do or may compete with the Company’s products;
|
•
|
changes in the general health of the United States and foreign economies, including to some extent such things as the length and severity of global economic downturns, international or civil conflicts that affect international trade, the ability of municipal water utility customers to authorize and finance purchases of the Company’s products, the Company’s ability to obtain financing, housing starts in the United States, and overall industrial activity;
|
•
|
unusual weather, weather patterns or other natural phenomena, including related economic and other ancillary effects of any such events;
|
•
|
the timing and impact of government funding programs that stimulate national and global economies, as well as the impact of government budget cuts or partial shutdowns of governmental operations;
|
•
|
changes in the cost and/or availability of needed raw materials and parts, such as volatility in the cost of brass castings as a result of fluctuations in commodity prices, particularly for copper and scrap metal at the supplier level, foreign-sourced electronic components as a result of currency exchange fluctuations and/or lead times, and plastic resin as a result of changes in petroleum and natural gas prices;
|
•
|
the Company’s expanded role as a prime contractor for providing complete technology systems to governmental entities, which brings with it added risks, including but not limited to, the Company’s responsibility for subcontractor performance, additional costs and expenses if the Company and its subcontractors fail to meet the timetable agreed to with the governmental entity, and the Company’s expanded warranty and performance obligations;
|
•
|
the Company’s ability to successfully identify, complete and integrate acquired businesses or products;
|
•
|
changes in foreign economic conditions, particularly currency fluctuations in the United States dollar, the Euro and the Mexican peso;
|
•
|
the inability to develop technologically advanced products;
|
•
|
the failure of the Company’s products to operate as intended;
|
•
|
the inability to protect the Company’s proprietary rights to its products;
|
•
|
disruptions and other damages to information technology and other networks and operations due to breaches in data security;
|
•
|
transportation delays or interruptions;
|
•
|
the loss of certain single-source suppliers; and
|
•
|
changes in laws and regulations, particularly laws dealing with the content or handling of materials used in the Company's products.
|
|
September 30,
|
|
December 31,
|
||||
|
(Unaudited)
|
|
|
||||
|
(In thousands)
|
||||||
Assets
|
2016
|
|
2015
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
10,669
|
|
|
$
|
8,163
|
|
Receivables
|
57,969
|
|
|
56,643
|
|
||
Inventories:
|
|
|
|
||||
Finished goods
|
20,732
|
|
|
28,548
|
|
||
Work in process
|
18,047
|
|
|
13,184
|
|
||
Raw materials
|
43,658
|
|
|
36,864
|
|
||
Total inventories
|
82,437
|
|
|
78,596
|
|
||
Prepaid expenses and other current assets
|
5,672
|
|
|
5,926
|
|
||
Total current assets
|
156,747
|
|
|
149,328
|
|
||
Property, plant and equipment, at cost
|
198,881
|
|
|
194,069
|
|
||
Less accumulated depreciation
|
(108,722
|
)
|
|
(103,149
|
)
|
||
Net property, plant and equipment
|
90,159
|
|
|
90,920
|
|
||
Intangible assets, at cost less accumulated amortization
|
52,810
|
|
|
57,348
|
|
||
Other assets
|
7,988
|
|
|
8,485
|
|
||
Deferred income taxes
|
1,445
|
|
|
1,421
|
|
||
Goodwill
|
47,978
|
|
|
47,978
|
|
||
Total assets
|
$
|
357,127
|
|
|
$
|
355,480
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
49,730
|
|
|
$
|
71,360
|
|
Payables
|
19,296
|
|
|
19,155
|
|
||
Accrued compensation and employee benefits
|
12,802
|
|
|
9,663
|
|
||
Warranty and after-sale costs
|
3,219
|
|
|
3,133
|
|
||
Income and other taxes
|
2,608
|
|
|
1,233
|
|
||
Total current liabilities
|
87,655
|
|
|
104,544
|
|
||
Other long-term liabilities
|
3,826
|
|
|
4,809
|
|
||
Deferred income taxes
|
880
|
|
|
774
|
|
||
Accrued non-pension postretirement benefits
|
5,942
|
|
|
5,709
|
|
||
Other accrued employee benefits
|
6,315
|
|
|
7,369
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock
|
37,120
|
|
|
41,102
|
|
||
Capital in excess of par value
|
27,378
|
|
|
31,627
|
|
||
Reinvested earnings
|
221,099
|
|
|
204,044
|
|
||
Accumulated other comprehensive loss
|
(11,795
|
)
|
|
(12,780
|
)
|
||
Less: Employee benefit stock
|
(728
|
)
|
|
(768
|
)
|
||
Treasury stock, at cost
|
(20,565
|
)
|
|
(30,950
|
)
|
||
Total shareholders’ equity
|
252,509
|
|
|
232,275
|
|
||
Total liabilities and shareholders’ equity
|
$
|
357,127
|
|
|
$
|
355,480
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
|
(In thousands except share and per share amounts)
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
96,273
|
|
|
$
|
99,388
|
|
|
$
|
300,663
|
|
|
$
|
281,928
|
|
Cost of sales
|
57,626
|
|
|
63,287
|
|
|
183,609
|
|
|
180,609
|
|
||||
Gross margin
|
38,647
|
|
|
36,101
|
|
|
117,054
|
|
|
101,319
|
|
||||
Selling, engineering and administration
|
24,705
|
|
|
22,477
|
|
|
75,384
|
|
|
68,460
|
|
||||
Operating earnings
|
13,942
|
|
|
13,624
|
|
|
41,670
|
|
|
32,859
|
|
||||
Interest expense, net
|
213
|
|
|
305
|
|
|
711
|
|
|
941
|
|
||||
Earnings before income taxes
|
13,729
|
|
|
13,319
|
|
|
40,959
|
|
|
31,918
|
|
||||
Provision for income taxes
|
4,937
|
|
|
4,992
|
|
|
14,777
|
|
|
11,463
|
|
||||
Net earnings
|
$
|
8,792
|
|
|
$
|
8,327
|
|
|
$
|
26,182
|
|
|
$
|
20,455
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.30
|
|
|
$
|
0.29
|
|
|
$
|
0.91
|
|
|
$
|
0.71
|
|
Diluted
|
$
|
0.30
|
|
|
$
|
0.29
|
|
|
$
|
0.90
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.115
|
|
|
$
|
0.100
|
|
|
$
|
0.315
|
|
|
$
|
0.290
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in computation of earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
28,898,526
|
|
|
28,785,034
|
|
|
28,879,307
|
|
|
28,746,940
|
|
||||
Impact of dilutive securities
|
162,306
|
|
|
128,208
|
|
|
160,500
|
|
|
135,391
|
|
||||
Diluted
|
29,060,832
|
|
|
28,913,242
|
|
|
29,039,807
|
|
|
28,882,331
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
|
(In thousands)
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net earnings
|
$
|
8,792
|
|
|
$
|
8,327
|
|
|
$
|
26,182
|
|
|
$
|
20,455
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
106
|
|
|
(170
|
)
|
|
395
|
|
|
(330
|
)
|
||||
Pension and postretirement benefits, net of tax
|
401
|
|
|
123
|
|
|
591
|
|
|
362
|
|
||||
Comprehensive income
|
$
|
9,299
|
|
|
$
|
8,280
|
|
|
$
|
27,168
|
|
|
$
|
20,487
|
|
|
Nine Months Ended
|
||||||
|
September 30
|
||||||
|
(Unaudited)
(In thousands)
|
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net earnings
|
$
|
26,182
|
|
|
$
|
20,455
|
|
Adjustments to reconcile net earnings to net cash provided by operations:
|
|
|
|
||||
Depreciation
|
8,477
|
|
|
7,767
|
|
||
Amortization
|
8,569
|
|
|
7,627
|
|
||
Deferred income taxes
|
144
|
|
|
10
|
|
||
Noncurrent employee benefits
|
671
|
|
|
300
|
|
||
Contribution to pension plan
|
(1,000
|
)
|
|
—
|
|
||
Stock-based compensation expense
|
1,137
|
|
|
1,161
|
|
||
Changes in:
|
|
|
|
||||
Receivables
|
(1,276
|
)
|
|
(8,399
|
)
|
||
Inventories
|
(3,499
|
)
|
|
(3,983
|
)
|
||
Prepaid expenses and other current assets
|
(236
|
)
|
|
(1,232
|
)
|
||
Liabilities other than debt
|
1,014
|
|
|
1,090
|
|
||
Total adjustments
|
14,001
|
|
|
4,341
|
|
||
Net cash provided by operations
|
40,183
|
|
|
24,796
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Property, plant and equipment expenditures
|
(7,849
|
)
|
|
(12,872
|
)
|
||
Acquisitions, net of cash acquired and future payments
|
—
|
|
|
(373
|
)
|
||
Net cash used for investing activities
|
(7,849
|
)
|
|
(13,245
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Net decrease in short-term debt
|
(21,710
|
)
|
|
(8,161
|
)
|
||
Dividends paid
|
(9,126
|
)
|
|
(8,369
|
)
|
||
Proceeds from exercise of stock options
|
509
|
|
|
1,270
|
|
||
Tax benefit on stock options
|
—
|
|
|
296
|
|
||
Employee benefit stock purchase, net
|
—
|
|
|
(2
|
)
|
||
Issuance of treasury stock
|
507
|
|
|
495
|
|
||
Net cash used for financing activities
|
(29,820
|
)
|
|
(14,471
|
)
|
||
|
|
|
|
||||
Effect of foreign exchange rates on cash
|
(8
|
)
|
|
339
|
|
||
|
|
|
|
||||
Increase (decrease) in cash
|
2,506
|
|
|
(2,581
|
)
|
||
Cash – beginning of period
|
8,163
|
|
|
6,656
|
|
||
Cash – end of period
|
$
|
10,669
|
|
|
$
|
4,075
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance at beginning of period
|
$
|
3,513
|
|
|
$
|
2,360
|
|
|
$
|
3,133
|
|
|
$
|
1,739
|
|
Net additions charged to earnings
|
666
|
|
|
439
|
|
|
1,904
|
|
|
1,560
|
|
||||
Adjustments to pre-existing warranties
|
(255
|
)
|
|
(102
|
)
|
|
608
|
|
|
16
|
|
||||
Costs incurred
|
(705
|
)
|
|
(346
|
)
|
|
(2,426
|
)
|
|
(964
|
)
|
||||
Balance at end of period
|
$
|
3,219
|
|
|
$
|
2,351
|
|
|
$
|
3,219
|
|
|
$
|
2,351
|
|
|
Defined
pension plan
benefits
|
|
Other
postretirement
benefits
|
||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost – benefits earned during the year
|
$
|
27
|
|
|
$
|
8
|
|
|
$
|
34
|
|
|
$
|
36
|
|
Interest cost on projected benefit obligations
|
453
|
|
|
450
|
|
|
64
|
|
|
62
|
|
||||
Expected return on plan assets
|
(544
|
)
|
|
(538
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
14
|
|
||||
Amortization of net loss
|
156
|
|
|
177
|
|
|
—
|
|
|
—
|
|
||||
Settlement expense
|
740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
832
|
|
|
$
|
97
|
|
|
$
|
92
|
|
|
$
|
112
|
|
|
Defined
pension plan
benefits
|
|
Other
postretirement
benefits
|
||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost – benefits earned during the year
|
$
|
82
|
|
|
$
|
22
|
|
|
$
|
103
|
|
|
$
|
110
|
|
Interest cost on projected benefit obligations
|
1,358
|
|
|
1,350
|
|
|
193
|
|
|
188
|
|
||||
Expected return on plan assets
|
(1,630
|
)
|
|
(1,614
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
40
|
|
||||
Amortization of net loss
|
466
|
|
|
532
|
|
|
—
|
|
|
—
|
|
||||
Settlement expense
|
740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
1,016
|
|
|
$
|
290
|
|
|
$
|
277
|
|
|
$
|
338
|
|
(In thousands)
|
Unrecognized pension and postretirement benefits
|
|
Foreign currency
|
|
Total
|
||||||
Balance at beginning of period
|
$
|
(11,968
|
)
|
|
$
|
(812
|
)
|
|
$
|
(12,780
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
229
|
|
|
229
|
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of tax of $(0.4) million
|
756
|
|
|
—
|
|
|
756
|
|
|||
Net current period other comprehensive income, net of tax
|
756
|
|
|
229
|
|
|
985
|
|
|||
Accumulated other comprehensive loss
|
$
|
(11,212
|
)
|
|
$
|
(583
|
)
|
|
$
|
(11,795
|
)
|
(In thousands)
|
Amount reclassified from accumulated other comprehensive loss
|
||
Amortization of defined benefit pension items:
|
|
||
Prior service benefit (1)
|
$
|
(19
|
)
|
Settlement expense (1)
|
740
|
|
|
Amortization of actuarial loss (1)
|
466
|
|
|
Total before tax
|
1,187
|
|
|
Income tax benefit
|
(431
|
)
|
|
Amount reclassified out of accumulated other comprehensive loss
|
$
|
756
|
|
(1)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost in Note 3 “Employee Benefit Plans.”
|
(In thousands)
|
Unrecognized pension and postretirement benefits
|
|
Foreign currency
|
|
Total
|
||||||
Balance at beginning of period
|
$
|
(11,891
|
)
|
|
$
|
35
|
|
|
$
|
(11,856
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
(330
|
)
|
|
(330
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of tax of $(0.2) million
|
362
|
|
|
—
|
|
|
362
|
|
|||
Net current period other comprehensive income (loss), net of tax
|
362
|
|
|
(330
|
)
|
|
32
|
|
|||
Accumulated other comprehensive loss
|
$
|
(11,529
|
)
|
|
$
|
(295
|
)
|
|
$
|
(11,824
|
)
|
(In thousands)
|
Amount reclassified from accumulated other comprehensive loss
|
||
Amortization of defined benefit pension items:
|
|
||
Prior service cost (1)
|
$
|
40
|
|
Amortization of actuarial loss (1)
|
532
|
|
|
Total before tax
|
572
|
|
|
Income tax benefit
|
(210
|
)
|
|
Amount reclassified out of accumulated other comprehensive loss
|
$
|
362
|
|
(1)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost in Note 3 “Employee Benefit Plans.”
|
Exhibit No.
|
|
Description
|
4.1
|
|
Third Amendment to Credit Agreement dated September 30, 2016, related to the Loan Agreement dated May 23, 2012 between Badger Meter, Inc. and BMO Harris Bank NA for Badger Meter, Inc.’s credit agreement.
|
|
|
|
4.2
|
|
Certificate of Adjustment [Incorporated by reference from Exhibit (4.1) to Badger Meter's Current Report on Form 8-K filed on September 21, 2016 (Commission File No. 001-06706).]
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
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.
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and (vi) document and entity information.
|
|
|
BADGER METER, INC.
|
||
|
|
|
||
Dated: October 26, 2016
|
|
By
|
|
/s/ Richard A. Meeusen
|
|
|
|
|
Richard A. Meeusen
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
||
|
|
By
|
|
/s/ Richard E. Johnson
|
|
|
|
|
Richard E. Johnson
|
|
|
|
|
Senior Vice President – Finance, Chief Financial Officer and Treasurer
|
|
|
|
||
|
|
By
|
|
/s/ Beverly L. P. Smiley
|
|
|
|
|
Beverly L. P. Smiley
|
|
|
|
|
Vice President – Controller
|
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Third Amendment to Credit Agreement dated September 30, 2016, related to the Loan Agreement dated May 23, 2012 between Badger Meter, Inc. and BMO Harris Bank NA for Badger Meter, Inc.'s credit agreement.
|
|
|
|
4.2
|
|
Certificate of Adjustment [Incorporated by reference from Exhibit (4.1) to Badger Meter's Current Report on Form 8-K filed on September 21, 2016 (Commission File No. 001-06706).]
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
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.
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and (vi) document and entity information.
|
(a)
|
The Borrower has the power and authority to enter into, deliver and issue this Amendment and to continue to borrow under the Agreement, as amended hereby. Each of the Credit Agreement, as amended hereby, and this Amendment when duly executed on behalf of the Borrower, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms.
|
(b)
|
The execution and delivery of this Amendment and the prospective borrowing and performance by the Borrower of its obligations under the Credit Agreement, as amended hereby, have been authorized by all necessary action on the part of the Borrower.
|
(c)
|
The representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects as of the date of this Amendment as though made on and as of the date of this Amendment, except to the extent such representations or warranties relate to any earlier date in which case such representations and warranties shall continue to be true and correct in all material respects as of such date.
|
(d)
|
As of the date of this Amendment, no Default or Event of Default has occurred and is continuing.
|
(a)
|
Each reference in the Credit Agreement to “this Agreement” and each reference in each of the Related Documents to the “Credit Agreement” shall be deemed a reference to the Credit Agreement, as further amended by this Amendment.
|
(b)
|
The Borrower shall pay or reimburse the Bank for its expenses, including reasonable attorneys’ fees and expenses, incurred in connection with the Credit Agreement and this Amendment for the preparation, examination and approval of documents in connection therewith or herewith, the preparation hereof and expenses incurred in connection therewith or herewith.
|
(c)
|
This Amendment is being delivered and is intended to be performed in the State of Wisconsin and shall be construed and enforced in accordance with the laws of that state without regard for the principles of conflicts of laws.
|
(d)
|
Except as expressly modified or amended herein, the Agreement shall continue in effect and shall continue to bind the parties hereto. This Amendment is limited to the terms and conditions hereof and shall not constitute a modification, acceptance or waiver of any other provision of the Agreement.
|
(e)
|
This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
|
|
|
|
|
BADGER METER, INC.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Richard E. Johnson
|
|
|
|
|
|
|
|
Name: Richard E. Johnson
|
|
|
|
|
|
|
|
Title: Sr. VP-Finance, CFO & Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ William R.A. Bergum
|
|
|
|
|
|
|
|
Name: William R.A. Bergum
|
|
|
|
|
|
|
|
Title: VP- General Counsel & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
BMO HARRIS BANK N.A.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ David C. Doran
|
|
|
|
|
|
|
|
Name: David C. Doran
|
|
|
|
|
|
|
|
Title: Senior Vice President
|
BADGER METER, INC.
|
By
/s/ Richard E. Johnson
|
Name: Richard E. Johnson
|
Title: Sr. Vice President, CFO & Treasurer
|
|
By
/s/ William R. A. Bergum
|
Name: William R. A. Bergum
|
Title: Vice President - General Counsel & Secretary
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Badger Meter, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
October 26, 2016
|
|
|
|
By
|
|
/s/ Richard A. Meeusen
|
|
|
|
|
|
|
|
Richard A. Meeusen
|
|
|
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Badger Meter, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
October 26, 2016
|
|
|
|
By
|
|
/s/ Richard E. Johnson
|
|
|
|
|
|
|
|
Richard E. Johnson
|
|
|
|
|
|
|
|
Senior Vice President - Finance, Chief Financial Officer and Treasurer
|
Dated:
|
October 26, 2016
|
|
|
|
By
|
|
/s/ Richard A. Meeusen
|
|
|
|
|
|
|
|
Richard A. Meeusen
|
|
|
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ Richard E. Johnson
|
|
|
|
|
|
|
|
Richard E. Johnson
|
|
|
|
|
|
|
|
Senior Vice President - Finance, Chief Financial Officer and Treasurer
|