Name of each exchange
|
||
Title of class:
|
on which registered:
|
|
Common Stock
|
New York Stock Exchange | |
Common Share Purchase Rights
|
New York Stock Exchange |
Large accelerated filer
|
o | Accelerated filer | þ | |||
Non-accelerated filer
|
o | Smaller Reporting company | o | |||
(Do not check if a smaller reporting company)
|
| the continued shift in the Companys business from lower cost, manual read meters toward more expensive, value-added automatic meter reading (AMR) systems and advanced metering infrastructure (AMI) systems; | |
| the success or failure of newer Company products, including the Orion ® radio frequency AMR system, the Galaxy ® fixed network AMI system and the low profile Recordall ® Model LP disc series meter; | |
| changes in competitive pricing and bids in both the domestic and foreign marketplaces, and particularly in continued intense price competition on government bid contracts for lower cost, manual read meters; | |
| the actions (or lack thereof) of the Companys competitors; | |
| changes in the Companys relationships with its alliance partners, primarily its alliance partners that provide AMR/AMI connectivity solutions, and particularly those that sell products that do or may compete with the Companys 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 the current global economic downturn, the ability of municipal water utility customers to authorize and finance purchases of the Companys products, the Companys ability to obtain financing, housing starts in the United States, and overall industrial activity; | |
| changes in the cost and/or availability of needed raw materials and parts, including recent 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 and plastic resin as a result of changes in petroleum and natural gas prices; | |
| the Companys expanded role as a prime contractor for providing complete AMR/AMI systems to governmental entities, which brings with it added risks, including but not limited to, Company responsibility for subcontractor performance, additional costs and expenses if the Company and its subcontractors fail to meet the agreed-upon timetable with the governmental entity, and the Companys expanded warranty and performance obligations; | |
| changes in foreign economic conditions, particularly currency fluctuations in the United States dollar, the euro and the peso; | |
| the loss of certain single-source suppliers; and | |
| changes in laws and regulations, particularly laws dealing with the use of lead (which can be used in the manufacture of certain meters incorporating brass housings) and the U.S. Federal Communications Commission rules affecting the use and/or licensing of radio frequencies necessary for AMR/AMI products. |
1
ITEM 1.
BUSINESS
2
3
4
ITEM 1A.
RISK
FACTORS
5
6
ITEM 1B.
UNRESOLVED
STAFF COMMENTS
ITEM 2.
PROPERTIES
Approximate area
(square feet)
Manufacturing and offices
323,000
Manufacturing and offices
59,500
Manufacturing and offices
27,000
Manufacturing and offices
21,500
Manufacturing and offices
140,000
Manufacturing and offices
41,300
7
ITEM 3.
LEGAL
PROCEEDINGS
ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 4A.
EXECUTIVE
OFFICERS OF THE COMPANY
Age at
Chairman, President and Chief Executive Officer
54
Senior Vice President Administration
64
Senior Vice President Finance, Chief Financial
Officer and Treasurer
54
Vice President General Counsel and Secretary
44
Vice President Engineering
44
Vice President International Operations
53
Vice President Manufacturing
52
Vice President Controller
59
Vice President Sales and Marketing
61
Vice President Business Development
60
8
9
50
Item 5.
MARKET
FOR THE REGISTRANTS COMMON STOCK, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Among Badger Meter, Inc., Russell Market Index,
American Stock Exchange and Peer Group Index
December 31
2003
2004
2005
2006
2007
2008
$
100.00
$
160.99
$
214.17
$
305.88
$
501.80
$
327.25
$
100.00
$
99.46
$
103.62
$
130.26
$
140.39
$
88.21
$
100.00
$
114.51
$
126.29
$
141.39
$
158.74
$
94.93
$
100.00
$
118.33
$
123.72
$
146.44
$
144.15
$
95.44
*
Peer Group consists of Axcess International, Inc., Badger Meter,
Inc., Bio-Rad Labs, Inc., Candela Corporation, Frequency
Electronics, Inc., Innovex, Inc., Integral Vision, Inc., K-Tron
International, Inc., Keithley Instruments, Inc., Newport
Corporation, and Research Frontiers, Inc.
**
Due to the fact that Badger Meter, Inc. moved to the NYSE in
June 2008, the Broad Market consists of both the AMEX Market
Index, as used in past years, and the Russell 2000 Index.
10
ITEM 6.
SELECTED
FINANCIAL DATA
Years ended December 31,
2008
2007
2006
2005
2004
2003
2002
2001
2000
1999
(Dollars in thousands except per share data)
$
279,552
234,816
229,754
203,637
188,663
168,728
160,350
138,537
146,389
150,877
$
7,136
5,714
5,458
5,343
4,572
6,070
5,658
5,422
6,562
6,012
$
39,555
29,325
27,489
25,664
20,325
15,658
12,359
5,010
10,727
15,659
$
25,084
18,386
16,568
16,164
12,056
9,798
7,819
3,364
6,941
9,700
$
n/a
(1,929
)
(9,020
)
(2,911
)
(2,423
)
(2,221
)
(548
)
n/a
n/a
n/a
$
25,084
16,457
7,548
13,253
9,633
7,577
7,271
3,364
6,941
9,700
9.0
%
7.8
%
7.2
%
7.4
%
6.4
%
5.8
%
4.9
%
2.4
%
4.7
%
6.4
%
$
1.72
1.29
1.19
1.20
0.91
0.76
0.62
0.27
0.53
0.70
$
n/a
(0.13
)
(0.65
)
(0.22
)
(0.18
)
(0.17
)
(0.04
)
n/a
n/a
n/a
$
1.72
1.16
0.54
0.98
0.73
0.59
0.58
0.27
0.53
0.70
$
1.69
1.26
1.15
1.15
0.89
0.75
0.59
0.26
0.50
0.65
$
n/a
(0.13
)
(0.63
)
(0.20
)
(0.18
)
(0.17
)
(0.04
)
n/a
n/a
n/a
$
1.69
1.13
0.52
0.95
0.71
0.58
0.55
0.26
0.50
0.65
$
0.40
0.34
0.31
0.29
0.28
0.27
0.26
0.25
0.22
0.18
$
62.74
46.43
32.20
25.63
16.00
9.94
8.50
8.31
9.35
10.03
$
17.58
23.00
19.51
13.23
8.53
6.13
5.52
4.94
5.75
9.85
$
29.02
44.95
27.70
19.62
14.98
9.54
8.00
5.61
5.75
7.54
$
7.50
6.33
5.07
5.36
4.77
4.19
3.74
3.38
3.38
3.22
14,808
14,519
14,154
13,696
13,444
13,170
12,882
12,720
12,828
13,360
$
35,740
38,725
33,648
32,923
25,461
25,946
6,825
23,170
6,822
11,150
1.7 to 1
1.9 to 1
1.7 to 1
1.8 to 1
1.6 to 1
1.7 to 1
1.1 to 1
2.0 to 1
1.2 to 1
1.3 to 1
$
22,631
28,275
16,750
18,361
6,297
15,221
12,234
8,587
13,251
15,652
$
13,237
15,971
11,060
9,088
5,582
5,214
5,914
5,007
6,403
9,981
$
195,358
150,301
139,383
145,867
142,961
133,851
126,463
101,375
98,023
102,186
$
19,670
13,582
17,037
13,328
22,887
9,188
26,290
8,264
23,017
16,589
$
5,504
3,129
5,928
15,360
14,819
24,450
13,046
20,498
5,944
11,493
$
111,023
91,969
71,819
73,416
64,066
55,171
48,095
43,002
43,319
43,009
18.5
%
15.4
%
26.8
%
30.1
%
37.0
%
37.9
%
45.0
%
40.1
%
40.1
%
39.5
%
22.6
%
20.0
%
23.1
%
22.0
%
18.8
%
17.8
%
16.3
%
7.8
%
16.0
%
22.6
%
17.2
35.7
24.1
17.1
16.8
12.7
11.1
21.6
11.5
11.6
(1)
The Companys French operations have been presented as
discontinued operations for 2002 through 2007, the years of
ownership.
(2)
The Company adopted SFAS 123(R), Share-Based
Payments, effective January 1, 2006, which required
the Company to recognize the grant date fair value of
share-based awards as compensation expense.
(3)
The Company adopted the provisions of SFAS 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans on December 31, 2006, with
respect to recognizing the funded status of pension and
postretirement benefit plans, and at December 31, 2008,
with respect to changing the measurement date.
11
*
Description of calculations as of the applicable year end:
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
12
13
14
15
16
Payments due by period
Less than
Total
1 year
1-3 years
4-6 years
(In thousands)
$
14,520
$
9,675
$
4,845
$
600
528
72
9,995
9,995
138
138
659
74
585
630
299
253
78
$
26,542
$
20,709
$
5,755
$
78
17
18
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES OF MARKET RISK
19
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA
20
21
22
23
Years ended December 31,
2008
2007
2006
(In thousands except per share amounts)
$
279,552
$
234,816
$
229,754
181,094
153,418
153,126
98,458
81,398
76,628
57,556
50,782
47,840
40,902
30,616
28,788
1,347
1,291
1,299
39,555
29,325
27,489
14,471
10,939
10,921
25,084
18,386
16,568
(1,929
)
(9,020
)
$
25,084
$
16,457
$
7,548
$
1.72
$
1.29
$
1.19
$
$
(0.13
)
$
(0.65
)
$
1.72
$
1.16
$
0.54
$
1.69
$
1.26
$
1.15
$
$
(0.13
)
$
(0.63
)
$
1.69
$
1.13
$
0.52
14,556
14,211
13,868
281
406
521
14,837
14,617
14,389
24
Years ended December 31,
2008
2007
2006
(Dollars in thousands)
$
25,084
$
16,457
$
7,548
5,954
6,308
6,589
1,097
159
418
(1,489
)
(1,149
)
(2,081
)
1,369
(994
)
(495
)
3,398
3,167
3,116
1,272
1,202
1,031
(6,028
)
301
1,373
(5,577
)
241
(1,531
)
371
(58
)
302
3,964
2,142
(1,384
)
1,968
11,818
9,202
27,052
28,275
16,750
(13,237
)
(15,971
)
(11,060
)
1,632
3,194
(25,650
)
(909
)
(341
)
(516
)
(38,164
)
(13,118
)
(11,576
)
(755
)
(7,957
)
8,971
15,000
(5,688
)
(1,943
)
(14,919
)
(5,851
)
(4,866
)
(4,327
)
2,045
1,517
3,057
3,988
1,997
2,935
176
170
579
8,915
(11,082
)
(3,704
)
(256
)
(453
)
(825
)
(2,453
)
3,622
645
8,670
3,002
3,215
2,046
1,188
8,670
5,048
4,403
6,217
8,670
3,002
2,046
$
6,217
$
8,670
$
5,048
$
10,861
$
4,735
$
10,846
$
1,541
$
1,699
$
1,609
25
Years Ended December 31,
Accumulated
Employee
other
benefit
Capital in
comprehensive
and
Common
excess of
Reinvested
income
restricted
Treasury
stock
par value
earnings
(loss)
stock
stock
Total
(In thousands except per share amounts)
$
20,112
$
13,320
$
74,258
$
1
$
(1,357
)
$
(32,918
)
$
73,416
7,548
7,548
(10,548
)
(10,548
)
1,183
1,183
(1,817
)
(2,677
)
(2,677
)
(4,327
)
(4,327
)
393
2,329
2,722
2,935
2,935
158
171
329
48
769
817
(442
)
442
359
62
421
20,553
19,428
77,479
(12,041
)
(744
)
(32,856
)
71,819
16,457
16,457
2,795
2,795
55
55
19,307
(4,875
)
(4,875
)
329
1,796
2,125
1,997
1,997
190
62
252
20
915
935
329
80
409
20,902
24,655
89,061
(9,191
)
(682
)
(32,776
)
91,969
25,084
25,084
(7,407
)
(7,407
)
(74
)
(74
)
17,603
(397
)
(397
)
(5,861
)
(5,861
)
271
1,821
2,092
3,988
3,988
160
23
183
(99
)
(461
)
560
1,031
1,031
369
46
415
$
21,074
$
31,563
$
107,887
$
(16,672
)
$
(659
)
$
(32,170
)
$
111,023
26
Note 1
Summary
of Significant Accounting Policies
Balance at
Provision
Write-offs
Balance
beginning
and reserve
less
at end
of year
adjustments
recoveries
of year
(In thousands)
$
536
$
243
$
(219
)
$
560
$
542
$
439
$
(445
)
$
536
$
622
$
(78
)
$
(2
)
$
542
Balance at
Net additions
Balance
beginning
charged to
at end
of year
earnings
Disposals
of year
(In thousands)
$
1,662
$
1,506
$
(1,422
)
$
1,746
$
1,327
$
972
$
(637
)
$
1,662
$
1,140
$
802
$
(615
)
$
1,327
27
December 31, 2008
December 31, 2007
Gross carrying
Accumulated
Gross carrying
Accumulated
amount
amortization
amount
amortization
(In thousands)
$
24,472
$
1,439
$
572
$
518
1,750
131
700
372
700
342
150
100
150
85
$
27,072
$
2,042
$
1,422
$
945
28
Balance at
Net additions
Costs
Balance
beginning
charged to
incurred and
at end
of year
earnings
adjustments
of year
(In thousands)
$
1,917
$
195
$
(785
)
$
1,327
$
2,954
$
28
$
(1,065
)
$
1,917
$
3,047
$
1,341
$
(1,434
)
$
2,954
29
2008
2007
(In thousands)
$
1,639
$
1,713
(18,311
)
(10,904
)
$
(16,672
)
$
(9,191
)
30
Note 2
Common
Stock
A.
Common
Stock and Rights Agreement
B.
Stock
Options
Note 3
Discontinued
Operations
31
Note 4
Short-term
Debt and Credit Lines
2008
2007
(In thousands)
$
5,740
$
10,844
4,255
$
9,995
$
10,844
Note 5
Stock
Compensation
A.
Stock
Options
32
Weighted-average
Number of shares
exercise price
December 31, 2005
1,289,756
$
7.35
28,200
$
31.41
(395,564
)
$
6.89
(5,040
)
$
8.59
December 31, 2006
917,352
$
8.27
23,100
$
24.94
(328,902
)
$
6.46
(7,680
)
$
23.44
December 31, 2007
603,870
$
9.71
21,300
$
52.81
(270,800
)
$
7.73
(5,440
)
$
10.02
December 31, 2008
348,930
$
13.87
(weighted-average contractual life of 4.1 years)
98,050
$
6.81
(weighted-average contractual life of 1.4 years)
139,240
$
7.84
(weighted-average contractual life of 6.5 years)
111,640
$
27.60
606,552
$
7.12
447,522
$
8.01
246,262
$
9.14
2008
2007
$
20.25
$
7.36
3.08
%
4.56
%
0.68
%
1.28
%
39
%
36
%
5.4
3.5
33
2008
2007
(In thousands)
$
10,860
$
7,432
$
5,287
$
21,283
$
4,895
$
16,533
B.
Nonvested
Stock
Fair value
Shares
per share
(In thousands except per share amounts)
31,000
$
18.33
48,000
$
31.41
(1,200
)
$
18.33
77,800
$
26.40
19,866
$
24.94
(4,800
)
$
92,866
$
25.86
11,600
$
52.81
(28,400
)
$
18.33
(2,400
)
$
73,666
$
33.05
34
Note 6
Commitments
and Contingencies
A.
Commitments
Total leases
(In thousands)
$
299
128
84
41
41
37
$
630
B.
Contingencies
35
Note 7
Employee
Benefit Plans
Other
Pension
postretirement
plans
benefits
(In thousands)
$
608
$
109
$
7,369
$
460
Other
Pension
postretirement
plans
benefits
(In thousands)
$
(40
)
$
109
$
731
$
36
2008
2007
2006
(In thousands)
$
1,972
$
1,982
$
1,937
2,746
2,518
2,380
(3,456
)
(3,530
)
(3,670
)
(147
)
(147
)
(112
)
1,161
1,127
1,273
$
2,276
$
1,950
$
1,808
2008
2007
2006
6.25
%
5.75
%
5.25
%
8.25
%
8.5
%
8.5
%
5.0
%
5.0
%
5.0
%
2008
2007
(In thousands)
$
46,196
$
46,138
2,466
1,982
3,432
2,518
786
(2,149
)
(184
)
(4,270
)
(4,258
)
$
46,461
$
46,196
$
45,527
$
44,267
(11,166
)
5,518
(4,270
)
(4,258
)
$
30,091
$
45,527
(16,370
)
(669
)
$
(16,370
)
$
(669
)
2008
2007
6.90
%
6.25
%
5.0
%
5.0
%
37
2008
2007
56
%
59
%
41
38
3
3
100
%
100
%
B.
Supplemental
Non-qualified Unfunded Plans
C.
Other
Postretirement Benefits
2008
2007
2006
(In thousands)
$
141
$
173
$
224
394
401
422
179
2
(36
)
19
105
155
$
733
$
681
$
765
38
2008
2007
(In thousands)
$
6,675
$
7,659
141
173
394
401
24
(733
)
(1,175
)
442
453
(759
)
(860
)
$
6,160
$
6,675
$
575
$
592
5,585
6,083
$
6,160
$
6,675
D.
Badger
Meter Employee Savings and Stock Ownership Plan
39
Note 8
Income
Taxes
2008
2007
2006
(In thousands)
$
38,517
$
28,040
$
26,804
1,038
1,285
685
$
39,555
$
29,325
$
27,489
2008
2007
2006
(In thousands)
$
14,471
$
10,939
$
10,921
661
(1,655
)
$
14,471
$
11,600
$
9,266
2008
2007
2006
(In thousands)
$
13,833
$
10,065
$
10,885
1,617
1,747
1,709
510
429
256
(1,133
)
(1,209
)
(1,682
)
(257
)
(182
)
(302
)
(99
)
89
55
$
14,471
$
10,939
$
10,921
40
2008
2007
2006
(In thousands)
$
13,844
$
10,263
$
9,622
872
1,017
1,067
(1,287
)
68
71
(435
)
(355
)
1,606
(129
)
(54
)
161
$
14,471
$
10,939
$
10,921
2008
2007
$
200
$
196
1,027
1,065
839
814
503
733
2,332
2,553
7,242
256
1,727
2,968
1,522
(1,606
)
110
147
714
620
14,610
9,352
2,524
3,079
2,524
3,079
$
12,086
$
6,273
41
(In thousands)
$
7,840
(3
)
166
(125
)
(27
)
$
7,851
Note 9
Long-Term
Debt and Fair Value of Financial Instruments
2008
2007
(In thousands)
$
659
$
682
14,520
5,185
15,179
5,867
(9,675
)
(2,738
)
$
5,504
$
3,129
42
Note 10
Industry
Segment and Geographic Areas
2008
2007
2006
(In thousands)
$
246,901
$
207,545
$
208,579
$
11,546
$
11,404
$
9,979
$
9,581
$
6,254
$
4,055
$
11,524
$
9,613
$
7,141
2008
2007
(In thousands)
$
67,696
$
42,299
$
11,033
$
10,267
$
20,795
$
14,366
$
151,068
$
113,068
$
20,349
$
19,208
$
23,941
$
18,025
43
Note 11
Unaudited:
Quarterly Results of Operations, Common Stock Price and
Dividends
Quarter Ended
March 31
June 30
September 30
December 31
(In thousands except per share data)
$
68,420
$
74,660
$
68,826
$
67,646
$
24,524
$
26,374
$
23,408
$
24,152
$
6,020
$
7,041
$
5,828
$
6,195
$
0.42
$
0.49
$
0.40
$
0.42
$
0.41
$
0.48
$
0.39
$
0.42
$
0.09
$
0.09
$
0.11
$
0.11
$
47.40
$
55.00
$
62.74
$
47.00
$
34.61
$
41.36
$
42.13
$
17.58
$
43.20
$
50.53
$
46.95
$
29.02
$
52,663
$
62,173
$
62,782
$
57,198
$
16,255
$
22,534
$
22,668
$
19,941
$
2,469
$
5,720
$
6,016
$
4,181
$
103
$
(252
)
$
(265
)
$
(1,515
)
$
2,572
$
5,468
$
5,751
$
2,666
$
0.17
$
0.40
$
0.42
$
0.29
$
0.01
$
(0.01
)
$
(0.02
)
$
(0.10
)
$
0.18
$
0.39
$
0.40
$
0.19
$
0.17
$
0.39
$
0.41
$
0.28
$
0.01
$
(0.01
)
$
(0.02
)
$
(0.10
)
$
0.18
$
0.38
$
0.39
$
0.18
$
0.08
$
0.08
$
0.09
$
0.09
$
31.91
$
29.50
$
36.74
$
46.43
$
25.06
$
23.00
$
27.87
$
31.91
$
26.55
$
28.26
$
32.05
$
44.95
44
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS
AND PROCEDURES
ITEM 9B.
OTHER
INFORMATION
ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
45
ITEM 11.
EXECUTIVE
COMPENSATION
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
ITEM 15.
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
46
By
By
By
47
Chairman, President and
Chief Executive Officer, and
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
48
(3
.0)
Restated Articles of Incorporation (as in effect as of August 8,
2008).
[Incorporated by reference to Exhibit (3.2) to Badger Meter,
Inc.s Quarterly Report on Form 10-Q for the period ended
September 30, 2008 (Commission File No. 001-06706)].
(3
.1)
Restated By-Laws (as in effect as of August 8, 2008).
[Incorporated by reference to Exhibit (3.4) to Badger Meter,
Inc.s Quarterly Report on Form 10-Q for the period ended
September 30, 2008 (Commission File No. 001-06706)].
(4
.0)
Loan Agreement between Bank One, N.A. and the Badger Meter
Employee Savings and Stock Ownership Plan and Trust, dated June
20, 2003.
[Incorporated by reference from Exhibit (4) to Badger Meter,
Inc.s Quarterly Report on Form
10-Q
for the
period ended June 30, 2003 (Commission File No. 001-06706)].
(4
.1)
Note Modification Agreement and Amendment to Loan Agreement
dated June 20, 2003 between JPMorgan Chase Bank, N.A. and the
Badger Meter Employee Savings and Stock Ownership Plan and
Trust, dated April 28, 2008.
(4
.2)
Rights Agreement, dated February 15, 2008, between Badger Meter,
Inc. and American Stock Transfer & Trust Company.
[Incorporated by reference to Exhibit (4.1) to Badger Meter,
Inc.s Current Report on Form 8-K, dated February 22, 2008
(Commission File No. 001-06706)].
(4
.3)
Loan Agreement dated October 14, 2008 between Badger Meter, Inc.
and the M&I Marshall & Ilsley Bank relating to Badger
Meter, Inc.s Euro note.
[Incorporated by reference from Exhibit (4.2) to Badger Meter,
Inc.s Quarterly Report on Form 10-Q for the period ended
September 30, 2008 (Commission File No. 001-06706)].
(4
.4)
Loan Agreement dated November 1, 2008 between Badger Meter, Inc.
and the M&I Marshall & Ilsley Bank relating to Badger
Meter, Inc.s revolving credit loan.
[Incorporated by reference to Exhibit (4.1) to Badger Meter,
Inc.s Quarterly Report on Form 10-Q dated September 30,
2008 (Commission File No. 001-06706)].
(4
.5)
Loan Agreement dated May 20, 2005 between Badger Meter, Inc. and
the M&I Marshall & Ilsley Bank relating to Badger
Meter, Inc.s business note.
[Incorporated by reference from Exhibit (4.2) to Badger Meter,
Inc.s Quarterly Report on Form 10-Q for the period ended
June 30, 2005 (Commission File No. 001-06706)].
(4
.6)
Loan Agreement dated July 1, 2008 between Badger Meter, Inc. and
the M&I Marshall & Ilsley Bank relating to Badger
Meter, Inc.s business note.
[Incorporated by reference from Exhibit (4.1) to Badger Meter,
Inc.s Quarterly Report on Form 10-Q for the period ended
June 30, 2008 (Commission File No. 001-06706)].
(10
.0)*
Badger Meter, Inc. Employee Savings and Stock Ownership Plan.
[Incorporated by reference from Exhibit (4.1) to Badger Meter,
Inc.s Form S-8 Registration Statement (Registration No.
33-62241)].
(10
.1)*
Badger Meter, Inc. 1993 Stock Option Plan.
[Incorporated by reference from Exhibit (4.3) to Badger Meter,
Inc.s Form S-8 Registration Statement (Registration No.
33-65618)].
(10
.2)*
Badger Meter, Inc. 1995 Stock Option Plan.
[Incorporated by reference from Exhibit (4.1) to Badger Meter,
Inc.s Form S-8 Registration Statement (Registration No.
33-62239)].
(10
.3)*
Badger Meter, Inc. 1997 Stock Option Plan.
[Incorporated by reference from Exhibit (4.1) to Badger Meter,
Inc.s Form S-8 Registration Statement (Registration No.
333-28617)].
(10
.4)*
Badger Meter, Inc. 1999 Stock Option Plan.
[Incorporated by reference from Exhibit (4.1) to Badger Meter,
Inc.s Form S-8 Registration Statement (Registration No.
333-73228)].
49
(10
.5)*
Badger Meter, Inc. 2003 Stock Option Plan.
[Incorporated by reference from Exhibit (4.1) to Badger Meter,
Inc.s Form S-8 Registration Statement (Registration No.
333-107850)].
(10
.6)*
Long-Term Incentive Plan.
[Incorporated by reference from Exhibit (10.6) to Badger Meter,
Inc.s Annual Report on Form 10-K for the year ended
December 31, 1995 (Commission No. 001-06706)].
(10
.7)*
Badger Meter, Inc. 2005 Restricted Stock Plan.
[Incorporated by reference to Appendix A to Badger Meter,
Inc.s Proxy statement for the Annual Meeting of
Shareholders on April 29, 2005 (Commission No. 001-06706)].
(10
.8)*
Form of Restricted Stock Award Agreement under Badger Meter,
Inc. 2005 Restricted Stock Plan.
[Incorporated by reference from Badger Meter, Inc.s Form
8-K dated May 5, 2005 (Commission No. 001-06706)].
(10
.9)*
Badger Meter, Inc. 2008 Restricted Stock Plan.
[Incorporated by reference to Exhibit 4.1 to Badger Meter,
Inc.s Registration Statement on Form S-8 (Registration
No. 333-150567)].
(10
.10)*
Form of Restricted Stock Agreement under Badger Meter, Inc. 2008
Restricted Stock Plan.
[Incorporated by reference from Badger Meter, Inc.s
Registration Statement on Form S-8 (Registration No.
333-150567)].
(10
.11)*
2007 Director Stock Grant Plan.
[Incorporated by reference to Exhibit 10.1 to Badger Meter,
Inc.s Quarterly Report on Form 10-Q for the period ended
June 30, 2007 (Commission File No. 001-06706)].
(10
.12)*
Form of the Key Executive Employment and Severance Agreements
between Badger Meter, Inc. and the applicable executive officers.
(10
.13)*
Amended and Restated Badger Meter, Inc. Executive Supplemental
Plan.
(10
.14)*
Amended and Restated Badger Meter, Inc. Deferred Compensation
Plan.
(10
.15)*
Amended and Restated Deferred Compensation Plan for Certain
Directors.
(10
.16)*
Amended and Restated Executive Supplemental Plan II.
(21
.0)
Subsidiaries of the Registrant.
(23
.0)
Consent of Ernst & Young LLP.
(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
.0)
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.
(99
.0)
Definitive Proxy Statement for the Annual Meeting of
Shareholders to be held April 24, 2009. To be filed with the
Securities and Exchange Commission under Regulation 14A within
120 days after the end of the Registrants fiscal
year. With the exception of the information incorporated by
reference into Items 10, 11, 12, 13 and 14 of this Annual Report
on Form 10-K, the definitive Proxy Statement is not deemed filed
as part of this report.
1. | DEFINED TERMS . Capitalized terms not defined herein shall have the meaning ascribed in the Credit Agreement. |
2. | MODIFICATION OF CREDIT AGREEMENT . The Credit Agreement is hereby amended as follows: |
3. | RATIFICATION . The Borrower confirms that the Credit Agreement remains in full force and effect, other than as specifically modified herein. |
4. | EXECUTION AND DELIVERY . This agreement shall become effective only after it is fully executed by the Borrower, Badger Meter, Inc., and the Bank, and the Bank shall have received from the Borrower the following documents: Note Modification Agreement. |
5. | ACKNOWLEDGEMENT OF BORROWER . The Borrower, the Bank and Badger Meter, Inc. acknowledge and agree that this agreement is limited to the terms outlined above, and shall not be construed as an agreement to change any other terms or provisions of the Credit Agreement. This agreement shall not establish a course of dealing or be construed as evidence of any willingness on the Banks part to grant other or future agreements, should any be requested. |
6. | NOT A NOVATION . This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each expressly reserves all rights against all parties to the Credit Agreement. |
1
JPMorgan Chase Bank, N.A. | ||||
|
||||
By:
|
/s/ Fred J. Nehrling, Vice President | |||
|
||||
|
||||
Date Signed: 4/30/08 |
BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust | ||||
|
||||
By:
|
/s/ Michael C. Wieber, Vice President, Marshall & Ilsley Trust Company N.A., Trustee | |||
|
||||
|
||||
Date Signed: 4/28/08 | ||||
|
||||
By:
|
/s/ Lora C. Sykora, Vice President, Marshall & Ilsley Trust Company N.A., Trustee | |||
|
||||
|
||||
Date Signed: 4/28/08 |
Badger Meter, Inc. | ||||
|
||||
By:
|
/s/ Ronald H. Dix, Sr. Vice President Administration | |||
|
||||
|
||||
Date Signed: 4/28/08 |
1. | ACCURARY OF RECITALS. The Borrower acknowledges the accuracy of the Recitals stated above. | |
2. | MODIFICATION OF NOTE. |
3. | RATIFICATION OF RELATED DOCUMENTS AND COLLAERAL. The Note shall remain in full force and effect as IT may be modified herein. |
2
Bank: | ||||
|
||||
JPMorgan Chase Bank, N.A. | ||||
|
||||
By:
|
/s/ Fred J. Nehrling, Vice President | |||
|
||||
|
||||
Date Signed: 4/30/08 | ||||
|
||||
BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust | ||||
|
||||
By:
|
/s/ Michael C. Wieber, Vice President, Marshall & Ilsley Trust Company N.A., Trustee | |||
|
||||
|
||||
Date Signed: 4/28/08 | ||||
|
||||
By:
|
/s/ Lora C. Sykora, Vice President, Marshall & Ilsley Trust Company N.A., Trustee | |||
|
||||
|
||||
Date Signed: 4/28/08 |
3
Act
|
Covered Termination | |
Accrued Benefits
|
Effective Date | |
Affiliate and Associate
|
Employer | |
Annual Cash Compensation
|
Good Reason | |
Cause
|
Normal Retirement | |
Change in Control
|
Notice of Termination | |
Code
|
Person | |
Competitive Activity
|
Termination Date |
1
2
3
4
5
6
7
8
BADGER METER, INC. | ||||||||||
|
||||||||||
|
By: | |||||||||
|
Attest: |
|
||||||||
|
|
|||||||||
EXECUTIVE | ||||||||||
|
||||||||||
|
(SEAL) | |||||||||
|
||||||||||
|
Name: | |||||||||
|
|
Address: | ||||||||
|
|
|||||||||
|
||||||||||
|
|
9
10
11
12
13
14
1
2
3
4
1
2
(a) | Death, | ||
(b) | Total and Permanent Disability, | ||
(c) | Change in Control, or | ||
(d) | Separation from Service. |
3
4
5
6
1
2
3
4
1
2
3
4
5
1
(1) | Registration Statement (Form S-8 No. 33-65618) pertaining to the Badger Meter, Inc. 1993 Stock option plan; | |
(2) | Registration Statement (Form S-8 No. 33-62239) pertaining to the Badger Meter, Inc. 1995 Stock Option Plan; | |
(3) | Registration Statement (Form S-8 No. 33-62241) pertaining to the Badger Meter, Inc. Employee Savings and Stock Plan; | |
(4) | Registration Statement (Form S-8 No. 333-28617) pertaining to the Badger Meter, Inc. 1997 Stock Option Plan; | |
(5) | Registration Statement (Form S-8 No. 333-73228) pertaining to the Badger Meter, Inc. 1999 Stock Option Plan; | |
(6) | Registration Statement (Form S-8 No. 333-107850) pertaining to the Badger Meter, Inc. 2003 Stock Option Plan; | |
(7) | Registration Statement (Form S-8 No. 333-150567) pertaining to the Badger Meter, Inc. 2008 Restricted Stock Plan; and | |
(8) | Registration Statement (Form S-3 No. 333-155669) of the Badger Meter, Inc. and in the related Prospectus, |
1. | I have reviewed this Annual Report on Form 10-K 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 registrants other certifying officer 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal control over financial reporting. |
By |
/s/
Richard
A. Meeusen
|
1. | I have reviewed this Annual Report on Form 10-K 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 registrants other certifying officer 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal control over financial reporting. |
By |
/s/
Richard
E. Johnson
|
By |
/s/
Richard
A. Meeusen
|
By |
/s/
Richard
E. Johnson
|