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

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

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.

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 12, ~~2020,~~2021 there were ~~29,116,958~~29,249,848 shares of Common stock outstanding with a par value of $1 per share.

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~~forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those ~~in the forward looking~~ 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~~company’s then current views and assumptions and involve risks and uncertainties. ~~Some risks and uncertainties~~Potential factors that could ~~cause actual results to differ materially from those expressed or implied in forward looking~~affect such forward-looking statements include ~~those described~~the duration, severity and geographic spread of the COVID-19 pandemic, the company’s ability to develop and manufacture technologically advanced products that are accepted by the market, supply chain risk, legal and regulatory risks, political and general economic risks, risks related to doing business in several countries, including foreign currency risk, competition for skilled employees, material and labor cost increases, competitive pricing and operating efficiencies, the effects of climate change, cybersecurity attacks and disruptions to our information technology and the successful integration of acquisitions. See Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 ~~and in Part II, Item 1A of this Quarterly Report on Form 10-Q.~~

~~All of these~~for further information regarding risk factors, which are beyond the Company's control to varying degrees. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements contained in this Quarterly Report on Form 10-Q and are cautioned not to place undue reliance on such forward looking statements.incorporated herein by reference. The ~~forward looking statements made in this document are made only as of the date of this document and the~~ Company ~~assumes no obligation, and~~ disclaims any obligation to publicly update or revise any ~~such forward looking~~forward-looking statements ~~to reflect subsequent~~as a result of new information, future events or ~~circumstances.~~any other reason.

	September 30,			December 31,			September 30,			December 31,
	(Unaudited)						(Unaudited)
	(In thousands)						(In thousands)
	2020			2019			2021			2020
Assets
Current assets:
Cash and cash equivalents	$	93,901		$	48,871		$	67,038		$	72,273
Receivables		57,706			61,365			73,747			61,689
Inventories:
Finished goods		22,151			22,946			25,122			24,881
Work in process		15,771			17,728			14,584			16,841
Raw materials		39,065			41,274			52,118			39,864
Total inventories		76,987			81,948			91,824			81,586
Prepaid expenses and other current assets		4,156			7,910			13,083			5,303
Total current assets		232,750			200,094			245,692			220,851
Property, plant and equipment, at cost		214,354			209,825			216,531			217,404
Less accumulated depreciation		(131,919	)		(124,064	)		(136,590	)		(134,699	)
Net property, plant and equipment		82,435			85,761			79,941			82,705
Intangible assets, at cost less accumulated amortization		42,884			48,163			67,076			53,598
Other assets		17,297			15,875			16,508			17,428
Deferred income taxes		2,012			742			5,084			5,090
Goodwill		71,258			71,258			104,726			88,708
Total assets	$	448,636		$	421,893		$	519,027		$	468,380
Liabilities and shareholders’ equity
Current liabilities:
Short-term debt	$	-		$	4,480
Payables		37,791			31,523		$	42,408		$	34,923
Accrued compensation and employee benefits		12,671			12,754			18,874			14,617
Warranty and after-sale costs		7,557			5,583			12,886			11,617
Other current liabilities		2,173			2,907			5,667			4,042
Total current liabilities		60,192			57,247			79,835			65,199
Other long-term liabilities		24,247			22,980			30,742			25,283
Deferred income taxes		2,649			876			5,998			5,696
Accrued non-pension postretirement benefits		5,608			5,711			5,763			5,789
Other accrued employee benefits		4,397			4,011			4,865			5,154
Commitments and contingencies (Note 6)
Commitments and contingencies (Note 5)
Shareholders’ equity:
Common stock		37,220			37,200			37,221			37,221
Capital in excess of par value		43,850			41,956			48,432			44,964
Reinvested earnings		306,996			285,879			342,050			314,850
Accumulated other comprehensive income		684			425			1,167			1,313
Less: Employee benefit stock		(154	)		(154	)
Treasury stock, at cost		(37,053	)		(34,238	)
Less: Treasury stock, at cost								(37,046	)		(37,089	)
Total shareholders’ equity		351,543			331,068			391,824			361,259
Total liabilities and shareholders’ equity	$	448,636		$	421,893		$	519,027		$	468,380

See accompanying notes to unaudited consolidated condensed financial statements.

	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended September 30,					Nine Months Ended September 30,
	(Unaudited)					(Unaudited)				(Unaudited)					(Unaudited)
	(In thousands except share and per share amounts)									(In thousands except share and per share amounts)
	2020			2019		2020		2019		2021		2020			2021		2020
Net sales	$	113,587		$	108,646	$	313,214	$	317,069	$	128,738	$	113,587		$	369,449	$	313,214
Cost of sales		68,564			66,976		189,019		194,666		77,554		68,564			218,801		189,019
Gross margin		45,023			41,670		124,195		122,403		51,184		45,023			150,648		124,195
Selling, engineering and administration		25,509			25,225		76,001		76,598		31,744		25,509			94,786		76,001
Operating earnings		19,514			16,445		48,194		45,805		19,440		19,514			55,862		48,194
Interest (income) expense, net		(46	)		66		18		280
Interest expense (income), net											14		(46	)		28		18
Other pension and postretirement costs		21			41		109		123		30		21			90		109
Earnings before income taxes		19,539			16,338		48,067		45,402		19,396		19,539			55,744		48,067
Provision for income taxes		4,678			3,617		11,818		10,499		3,541		4,678			12,136		11,818
Net earnings	$	14,861		$	12,721	$	36,249	$	34,903	$	15,855	$	14,861		$	43,608	$	36,249

Earnings per share:
Basic	$	0.51		$	0.44	$	1.25	$	1.20	$	0.54	$	0.51		$	1.50	$	1.25
Diluted	$	0.51		$	0.44	$	1.24	$	1.19	$	0.54	$	0.51		$	1.49	$	1.24

Dividends declared per common share	$	0.18		$	0.17	$	0.52	$	0.47	$	0.20	$	0.18		$	0.56	$	0.52

Shares used in computation of earnings per share:
Basic		29,048,683			29,013,573		29,049,675		29,022,080		29,157,628		29,048,683			29,124,491		29,049,675
Impact of dilutive securities		171,814			179,765		169,862		193,112		184,204		171,814			200,043		169,862
Diluted		29,220,497			29,193,338		29,219,537		29,215,192		29,341,832		29,220,497			29,324,534		29,219,537

See accompanying notes to unaudited consolidated condensed financial statements.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	(Unaudited)						(Unaudited)						(Unaudited)						(Unaudited)
	(In thousands)												(In thousands)
	2020			2019			2020			2019			2021			2020			2021			2020
Net earnings	$	14,861		$	12,721		$	36,249		$	34,903		$	15,855		$	14,861		$	43,608		$	36,249
Other comprehensive income:
Other comprehensive loss:
Foreign currency translation adjustments		450			(646	)		268			(509	)		(2,248	)		450			(155	)		268
Pension and postretirement benefits, net of tax		(11	)		(16	)		(9	)		333			4			(11	)		9			(9	)
Comprehensive income	$	15,300		$	12,059		$	36,508		$	34,727		$	13,611		$	15,300		$	43,462		$	36,508

See accompanying notes to unaudited consolidated condensed financial statements.

	Nine Months Ended September 30,						Nine Months Ended September 30,
	(Unaudited) (In thousands)						(Unaudited) (In thousands)
	2020			2019			2021			2020
Operating activities:
Net earnings	$	36,249		$	34,903		$	43,608		$	36,249
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation		9,132			8,688			8,619			9,132
Amortization		9,803			9,323			12,358			9,803
Deferred income taxes		401			18			42			401
Noncurrent employee benefits		571			(150	)		232			571
Stock-based compensation expense		1,041			882			1,537			1,041
Changes in:
Receivables		3,184			4,555			(8,985	)		3,184
Inventories		5,188			(4,259	)		(5,685	)		5,188
Payables		(2,175	)		10,885			7,420			(2,175	)
Prepaid expenses and other assets		6,485			(5,806	)		(9,321	)		6,485
Other current liabilities		3,799			2,100
Other liabilities								12,935			3,799
Total adjustments		37,429			26,236			19,152			37,429
Net cash provided by operations		73,678			61,139			62,760			73,678
Investing activities:
Property, plant and equipment expenditures		(5,855	)		(5,589	)		(8,169	)		(5,855	)
Proceeds from company owned life insurance plans								596			-
Acquisitions, net of cash acquired								(45,273	)		-
Net cash used for investing activities		(5,855	)		(5,589	)		(52,846	)		(5,855	)
Financing activities:
Net decrease in short-term debt		(4,600	)		(13,500	)
Payment of contingent acquisition consideration		-			(1,650	)
Net decrease short-term debt								-			(4,600	)
Dividends paid		(15,108	)		(13,652	)		(16,318	)		(15,108	)
Proceeds from exercise of stock options		505			963			2,037			505
Repurchase of treasury stock		(2,934	)		(3,358	)		(460	)		(2,934	)
Issuance of treasury stock		126			142			72			126
Net cash used for financing activities		(22,011	)		(31,055	)		(14,669	)		(22,011	)
Effect of foreign exchange rates on cash		(782	)		147			(480	)		(782	)
Increase in cash and cash equivalents		45,030			24,642
(Decrease) Increase in cash and cash equivalents								(5,235	)		45,030
Cash and cash equivalents – beginning of period		48,871			13,086			72,273			48,871
Cash and cash equivalents – end of period	$	93,901		$	37,728		$	67,038		$	93,901

See accompanying notes to unaudited consolidated condensed financial statements.

	Quarter and year-to-date ended September 30,																			Quarter and year-to-date ended September 30,
	Common Stock at $1 par value*		Capital in excess of par value		Reinvested earnings			Accumulated other comprehensive income (loss)			Employee benefit stock			Treasury stock (at cost)			Total			Common Stock at $1 par value*		Capital in excess of par value		Reinvested earnings			Accumulated other comprehensive income (loss)			Employee benefit stock			Treasury stock (at cost)			Total
	(Unaudited)																			(Unaudited)
	(In thousands except share and per share amounts)
Balance, June 30, 2019	$	37,200	$	39,746	$	270,772		$	1,066		$	(306	)	$	(32,026	)	$	316,452
Net earnings		-		-		12,721			-			-			-			12,721
Pension and postretirement benefits (net of ($4) tax effect)		-		-		-			(16	)		-			-			(16	)
Foreign currency translation		-		-		-			(646	)		-			-			(646	)
Cash dividends of $0.17 per share		-		-		(4,942	)		-			-			-			(4,942	)
Stock options exercised		-		192		-			-			-			23			215
Stock-based compensation		-		328		-			-			-			-			328
Purchase of common stock for treasury stock		-		-		-			-			-			(521	)		(521	)
Issuance of treasury stock (21 shares)		-		40		-			-			-			8			48
Balance, September 30, 2019	$	37,200	$	40,306	$	278,551		$	404		$	(306	)	$	(32,516	)	$	323,639

Balance, December 31, 2018	$	37,198	$	38,082	$	257,313		$	580		$	(306	)	$	(29,364	)	$	303,503
Net earnings		-		-		34,903			-			-			-			34,903
Pension and postretirement benefits (net of $133 tax effect)		-		-		-			333			-			-			333
Foreign currency translation		-		-		-			(509	)		-			-			(509	)
Cash dividends of $0.47 per share		-		-		(13,665	)		-			-			-			(13,665	)
Stock options exercised		2		832		-			-			-			129			963
Stock-based compensation		-		882		-			-			-			-			882
Purchase of common stock for treasury stock		-		-		-			-			-			(3,358	)		(3,358	)
Issuance of treasury stock (49 shares)		-		510		-			-			-			77			587
Balance, September 30, 2019	$	37,200	$	40,306	$	278,551		$	404		$	(306	)	$	(32,516	)	$	323,639
																				(In thousands except share and per share amounts)
Balance, June 30, 2020	$	37,220	$	43,456	$	297,370		$	245		$	(154	)	$	(36,994	)	$	341,143		$	37,220	$	43,456	$	297,370		$	245		$	(154	)	$	(36,994	)	$	341,143
Net earnings		-		-		14,861			-			-			-			14,861			-		-		14,861			-			-			-			14,861
Pension and postretirement benefits (net of ($4) tax effect)		-		-		-			(11	)		-			-			(11	)		-		-		-			(11	)		-			-			(11	)
Foreign currency translation		-		-		-			450			-			-			450			-		-		-			450			-			-			450
Cash dividends of $0.18 per share		-		-		(5,235	)		-			-			-			(5,235	)		-		-		(5,235	)		-			-			-			(5,235	)
Stock options exercised		-		20		-			-			-			7			27					20		-			-			-			7			27
Stock-based compensation		-		336		-			-			-			-			336			-		336		-			-			-			-			336
Purchase of common stock for treasury stock		-		-		-			-			-			(61	)		(61	)		-		-		-			-			-			(61	)		(61	)
Issuance of treasury stock (21 shares)		-		38		-			-			-			(5	)		33			-		38		-			-			-			(5	)		33
Balance, September 30, 2020	$	37,220	$	43,850	$	306,996		$	684		$	(154	)	$	(37,053	)	$	351,543		$	37,220	$	43,850	$	306,996		$	684		$	(154	)	$	(37,053	)	$	351,543

Balance, December 31, 2019	$	37,200	$	41,956	$	285,879		$	425		$	(154	)	$	(34,238	)	$	331,068		$	37,200	$	41,956	$	285,879		$	425		$	(154	)	$	(34,238	)	$	331,068
Net earnings		-		-		36,249			-			-			-			36,249			-		-		36,249			-			-			-			36,249
Pension and postretirement benefits (net of ($3) tax effect)		-		-		-			(9	)		-			-			(9	)		-		-		-			(9	)		-			-			(9	)
Foreign currency translation		-		-		-			268			-			-			268			-		-		-			268			-			-			268
Cash dividends of $0.52 per share		-		-		(15,132	)		-			-			-			(15,132	)		-		-		(15,132	)		-			-			-			(15,132	)
Stock options exercised		20		458		-			-			-			27			505			20		458		-			-			-			27			505
Stock-based compensation		-		1,041		-			-			-			-			1,041			-		1,041		-			-			-			-			1,041
Purchase of common stock for treasury stock		-		-		-			-			-			(2,934	)		(2,934	)		-		-		-			-			-			(2,934	)		(2,934	)
Issuance of treasury stock (42 shares)		-		395		-			-			-			92			487			-		395		-			-			-			92			487
Balance, September 30, 2020	$	37,220	$	43,850	$	306,996		$	684		$	(154	)	$	(37,053	)	$	351,543		$	37,220	$	43,850	$	306,996		$	684		$	(154	)	$	(37,053	)	$	351,543

Balance, June 30, 2021																				$	37,221	$	46,500	$	332,104		$	3,411		$	-		$	(37,389	)	$	381,847
Net earnings																					-		-		15,855			-			-			-			15,855
Pension and postretirement benefits (net of $0 tax effect)																					-		-		-			4			-			-			4
Foreign currency translation																					-		-		-			(2,248	)		-			-			(2,248	)
Cash dividends of $0.20 per share																					-		-		(5,909	)		-			-			-			(5,909	)
Stock options exercised																					-		1,342		-			-			-			343			1,685
Stock-based compensation																					-		590		-			-			-			-			590
Balance, September 30, 2021																				$	37,221	$	48,432	$	342,050		$	1,167		$	-		$	(37,046	)	$	391,824

Balance, December 31, 2020																				$	37,221	$	44,964	$	314,850		$	1,313		$	-		$	(37,089	)	$	361,259
Net earnings																					-		-		43,608			-			-			-			43,608
Pension and postretirement benefits (net of ($2) tax effect)																					-		-		-			9			-			-			9
Foreign currency translation																					-		-		-			(155	)		-			-			(155	)
Cash dividends of $0.56 per share																					-		-		(16,408	)		-			-			-			(16,408	)
Stock options exercised																					-		1,623		-			-			-			414			2,037
Stock-based compensation																					-		1,537		-			-			-			-			1,537
Purchase of common stock for treasury stock																					-		-		-			-			-			(460	)		(460	)
Issuance of treasury stock (46 shares)																					-		308		-			-			-			89			397
Balance, September 30, 2021																				$	37,221	$	48,432	$	342,050		$	1,167		$	-		$	(37,046	)	$	391,824

See accompanying notes to unaudited consolidated condensed financial statements.

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 September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, results of operations, comprehensive income, cash flows and statements of shareholders’ equity for the three and nine-month periods ended September 30, ~~2020~~2021 and ~~2019.~~2020. 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.

The consolidated condensed balance sheet at December 31, ~~2019~~2020 was derived from amounts included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020. 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 Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents.

The 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:

	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
(In thousands)	2020			2019			2020			2019			2021			2020			2021			2020
Balance at beginning of period	$	6,421		$	5,379		$	5,583		$	4,206		$	12,965		$	6,421		$	11,617		$	5,583
Net additions charged to earnings		2,077			3,124			4,470			5,405			935			2,077			3,667			4,470
Costs incurred		(941	)		(1,696	)		(2,496	)		(2,804	)		(1,014	)		(941	)		(2,398	)		(2,496	)
Balance at end of period	$	7,557		$	6,807		$	7,557		$	6,807		$	12,886		$	7,557		$	12,886		$	7,557

~~The Company maintains supplemental non-qualified plans for certain officers and other key employees, and an Employee Savings and Stock Ownership Plan for the majority of the U.S. employees.~~

The Company additionally has a postretirement healthcare benefit plan that provides medical benefits for certain U.S. retirees and eligible dependents hired prior to November 1, 2004. Employees are eligible to receive postretirement healthcare benefits upon meeting certain age and service requirements. No employees hired after October 31, 2004 are eligible to receive these benefits. This plan requires employee contributions to offset benefit costs.

The following table sets forth the components of net periodic benefit cost (income) for the three months ended September 30, 2020 and 2019 based on December 31, 2019 and 2018 actuarial measurement dates, respectively:

The following table sets forth the components of net periodic benefit cost (income) for the nine months ended September 30, 2020 and 2019 based on December 31, 2019 and 2018 actuarial measurement dates, respectively:

The Company disclosed in its financial statements for the year ended December 31, 2019 that it estimated it would pay $0.4 million in other postretirement benefits in 2020 based on actuarial estimates. As of September 30, 2020, $0.3 million of such benefits have been paid. The Company continues to believe that its estimated payments for the full year are reasonable. However, such estimates contain inherent uncertainties because cash payments can vary significantly depending on the timing of postretirement medical claims and the collection of the retirees’ portion of certain costs. The amount of benefits paid in calendar year 2020 will 0t impact the expense for postretirement benefits for 2020.

Components of and changes in accumulated other comprehensive income at September 30, 2021 are as follows:

Components of and changes in accumulated other comprehensive income at September 30, 2020 are as follows:

Details of reclassifications out of accumulated other comprehensive income during the nine months ended September 30, 2021 and 2020 are immaterial.

~~Components of and changes in accumulated other comprehensive income at September 30, 2019 are as follows:~~

~~Details~~Acquisitions are accounted for under the purchase method, and accordingly, the results of ~~reclassifications out~~operations were included in the Company's financial statements from the date of ~~accumulated other comprehensive income during~~acquisition. The acquisitions did not have a material impact on the ~~nine months ended September 30, 2019 are as follows:~~Company's consolidated financial statements or the notes thereto.

~~In the first quarter of 2019,~~Effective January 1, 2021, the Company ~~made a payment of contingent acquisition consideration of $1.0 million related to the May 1, 2017 acquisition of~~acquired 100% of the outstanding ~~common~~ stock of ~~D-Flow~~Analytical Technology, ABLLC (“~~D-Flow”~~ATi”)~~. There is an additional $1.0 million~~, headquartered in Collegeville, Pennsylvania, a provider of ~~contingent acquisition~~water quality monitoring systems.

The total purchase consideration, ~~outstanding related to~~net of cash acquired, was $44 million. The Company's preliminary allocation of the ~~D-Flow acquisition that is anticipated to be made in the fourth quarter of 2020 which is recorded in Payables on the Company’s Consolidated Condensed Balance Sheet~~purchase price at September 30, ~~2020. In~~2021 included $3.9 million of receivables, $3.9 million of inventory, $2.5 million of other assets, $21.0 million of intangibles and $16.2 million of goodwill that is deductible for tax purposes. The intangible assets acquired are primarily customer relationships and developed technology with estimated average useful lives of 12 to 15 years. The Company also assumed $1.2 million of accounts payable, $0.6 million of deferred tax liabilities and $1.7 million of other liabilities as part of the ~~second quarter~~acquisition.

The preliminary allocation of ~~2019,~~the purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of September 30, 2021, the Company ~~made a payment~~had 0t completed its analysis for estimating the fair value of ~~contingent acquisition consideration of $0.7 million related to~~ the ~~April~~assets acquired.

Effective November 2, ~~2018 acquisition of~~2020, the Company acquired 100% of the outstanding ~~common~~ stock of ~~Innovative Metering Solutions, Inc.~~s::can GmbH and subsidiaries (“IMS”s::can”). headquartered in Vienna, Austria. s::can specializes in optical water quality sensing solutions that provide real-time measurement of a variety of parameters in water and wastewater utilizing in-line monitoring systems and other applications.

The total purchase consideration for s::can was $30.5 million, which was inclusive of $29.7 million in net cash and a final primary working capital settlement of $0.8 million that was made in the third quarter of 2021. The Company's preliminary allocation of the purchase price at September 30, 2021 included $3.1 million of receivables, $4.3 million of inventory, $1.2 million of other assets, $12.7 million of intangibles and $17.4 million of goodwill that is not deductible for tax purposes. The intangible assets acquired are primarily customer relationships and developed technology with an estimated average useful life of 12 years. The Company also assumed $3.6 million of accounts payable, $3.2 million of deferred tax liabilities and $1.3 million of other liabilities as part of the acquisition.

The preliminary allocation of the purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of September 30, 2021, the Company had 0t completed its analysis for estimating the fair value of the assets acquired.

In the normal course of business, the Company is named in legal proceedings. There are currently no material legal proceedings pending with respect to the Company.

The Company 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 ~~2019~~2020 and the first three quarters of ~~2020~~2021 were not material.

The Company relies on single suppliers for most brass castings and certain ~~resins~~resin and electronic subassemblies in several of its product lines. The Company believes these items would be available from other sources, but that the loss of certain suppliers ~~would~~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.

The Company reevaluates its exposures on a periodic basis and makes adjustments to reserves as appropriate.

The Company is subject to income taxes in the United States and numerous foreign jurisdictions. The Company’s income tax positions are based on interpretations of income 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 earnings before incomes taxes, income tax expense and effective income tax rate are as follows:

	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
(In thousands)	2020			2019			2020			2019			2021			2020			2021			2020
Earnings before income taxes	$	19,539		$	16,338		$	48,067		$	45,402		$	19,396		$	19,539		$	55,744		$	48,067
Provision for income taxes		4,678			3,617			11,818			10,499			3,541			4,678			12,136			11,818
Effective income tax rate		23.9	%		22.1	%		24.6	%		23.1	%		18.3	%		23.9	%		21.8	%		24.6	%

The Company 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. Short-term debt is comprised of notes payable drawn against the Company's lines of credit and commercial paper. Because of its short-term nature, the carrying amount of the short-term debt also approximates fair value. 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.

The Company evaluates subsequent events at the date of 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.

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Simplifying the Accounting for Income Taxes” under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and modifies the existing guidance to enable more consistent application. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year with early adoption being permitted. The Company ~~is in the process of evaluating the impacts of this guidance on its consolidated financial statements and related disclosures.~~

In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses (Topic 326),” which amends the accounting for credit losses on purchased financial assets and available-for-sale debt securities with credit deterioration. This ASU requires the measurement of all expected credit losses for financial assets, including accounts receivables, held at the reporting date based upon current conditions, historical experience and reasonable forecasts. This ASU is effective for annual reporting periods beginning after December 15, 2019. The Company adopted ASU No. ~~2016-13~~2019-12 on January 1, ~~2020 and~~ ~~noted no~~2021, the impact of which was not significant ~~changes~~ to the ~~Company’s financial positions or results~~Company.

Revenue for sales of products and services is derived from contracts with customers. The products and services promised in contracts include the sale of ~~municipal~~utility water and flow instrumentation products, such as flow meters and radios, software access 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.

In accordance with ASU No. 2016-10 “Revenue from Contracts with Customers” (“Topic 606”), the 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 meets the disclosure objective in Topic 606 which is to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.

	Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
(In thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Revenues:
United States	$	102,945	$	93,395	$	278,191	$	275,152	$	111,281	$	102,945	$	313,326	$	278,191
Foreign:
Asia		1,634		2,816		4,619		6,555		3,927		1,634		12,402		4,619
Canada		2,615		3,437		7,876		10,755		3,021		2,615		9,086		7,876
Europe		3,728		4,327		11,796		14,128		7,044		3,728		23,396		11,796
Mexico		1,226		1,682		4,221		3,519		948		1,226		4,025		4,221
Middle East		904		1,317		4,659		4,382		1,996		904		5,757		4,659
Other		535		1,672		1,852		2,578		521		535		1,457		1,852
Total	$	113,587	$	108,646	$	313,214	$	317,069	$	128,738	$	113,587	$	369,449	$	313,214

Information regarding revenues disaggregated by the timing of when goods and services are transferred is as follows:

	Three months ended September 30,				Nine months ended September 30,				��	Three months ended September 30,						Nine months ended September 30,
(In thousands)	2020		2019		2020		2019			2021			2020			2021			2020
Revenue recognized over time	$	5,542	$	3,857	$	15,523	$	11,341		$	7,427	5.8%	$	5,542	4.9%	$	21,006	5.7%	$	15,523	5.0%
Revenue recognized at a point in time		108,045		104,789		297,691		305,728			121,311	94.2%		108,045	95.1%		348,443	94.3%		297,691	95.0%
Total	$	113,587	$	108,646	$	313,214	$	317,069		$	128,738	100.0%	$	113,587	100.0%	$	369,449	100.0%	$	313,214	100.0%

The majority of the Company's revenue that is recognized over time relates to the BEACON® AMA software as a service, 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.

The Company performs its obligations under a contract by shipping products 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 or services and the Company has not transferred control of the goods or services.

The closing balances of the Company's receivables and contract liabilities are as follows:

	September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020
(In thousands)
Receivables	$	57,706	$	61,365	$	73,747	$	61,689
Contract liabilities		22,807		20,143		29,008		24,761

Contract liabilities are included in Payables and Other long-term liabilities 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 in the three and nine-month periods ended September 30, ~~2020~~2021 and twelve-month period ended December 31, ~~2019.~~2020.

As of September 30, 2020, the Company had certain contracts with unsatisfied performance obligations. For contracts recorded as contract liabilities, $22.8 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 $4.6 million in 2020, $2.4 million in each year from 2021 through 2025 and $6.2 million thereafter.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of measurement in Topic 606. 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.

The Company's performance obligations are satisfied at a point in time or over time as work progresses. Revenue from products and services transferred to customers at a single point in time accounted for 95.1% and 96.4% of net sales for the three-month periods ended September 30, 2020 and 2019, respectively. Revenue from products and services transferred to customers at a single point in time accounted for 95.0% and 96.4% of net sales for the nine-month periods ended September 30, 2020 and 2019, respectively. The majority of the Company's revenue recognized at a point in time is for the sale of ~~municipal~~

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.~~

~~Revenue from services transferred to customers over time accounted for 4.9% and 3.6% of net sales for~~ the three-month periods ended September 30, 2020 and 2019, respectively. Revenue from services transferred to customers over time accounted for 5.0% and 3.6% of net sales for the nine-month periods ended September 30, 2020 and 2019, respectively.shipping process. The majority of the Company's revenue that is recognized over time relates to the ~~BEACON®~~BEACON AMA software as a ~~service, but also includes training,~~service.

As of September 30, 2021, the Company had certain ~~installation~~contracts with unsatisfied performance obligations. For contracts recorded as contract liabilities, $29.0 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 $5.5 million in 2021, $3.0 million in each year from 2022 through 2026 and ~~other revenues.~~$8.5 million thereafter.

The Company rents facilities, equipment and vehicles under operating leases, some of which contain renewal options. Upon inception of a rent agreement, the Company determines whether the arrangement contains a lease based on the unique conditions present. Leases that have a term over a year are recognized on the balance sheet as right-of-use assets and lease liabilities. Right-of-use assets are included in Other ~~Assets~~assets on the Company’s Consolidated Condensed Balance Sheets. Lease liabilities are included in Other current liabilities and Other long-term liabilities on the Company’s Consolidated Condensed Balance Sheets. Information regarding the Company's right-of-use assets and the corresponding lease liabilities are as follows:

	September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020
(In thousands)
Right-of-use assets	$	7,011	$	8,411	$	6,481	$	6,865
Lease liabilities		7,367		8,792		6,797		7,218

The Company’s operating lease agreements have lease and 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 assets and lease liabilities. The variable and short-term lease expense payments are not included in the present value of the right-of use-assets and lease liabilities on the Consolidated Condensed Balance Sheets. The Company’s rent expense is as follows:

	Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019		2021		2020		2021		2020
(In thousands)
Operating lease expense	$	675	$	764	$	2,194	$	2,331	$	768	$	675	$	2,420	$	2,194
Variable and short-term lease expense		35		36		131		223		38		35		115		131
Rent expense	$	710	$	800	$	2,325	$	2,554	$	806	$	710	$	2,535	$	2,325

The Company records right-of-use assets and lease liabilities based upon the present value of lease payments over the expected lease term. The Company’s lease agreements typically do not have implicit interest rates that are readily determinable. As a result, the Company utilizes an incremental borrowing rate that would be incurred to borrow on a collateralized basis over a similar term in a comparable economic environment. As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the remaining lease term on the Company’s leases was ~~6.0~~5.9 years and ~~4.5~~6.0 years, respectively. As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the discount rate was 5.0%. The future minimum lease payments to be paid under operating leases are as follows:

	September 30, 2020			September 30, 2021
(In thousands)
2020 (remaining three months)	$	650
2021		2,383
2021 (remaining three months)				$	699
2022		1,335			1,922
2023		1,232			1,744
2024		1,197			1,361
2025					1,184
Thereafter		1,826			998
Total future lease payments		8,623			7,908
Present value adjustment		(1,256	)		(1,111	)
Present value of future lease payments	$	7,367		$	6,797

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

With more than a century of water technology innovation, Badger Meter is ~~an innovator in~~a global provider of industry leading water solutions encompassing flow measurement, ~~control~~quality and ~~related communication solutions, serving water utilities, municipalities,~~other system parameters. These offerings provide customers with the data and ~~commercial~~analytics essential to optimize their operations and ~~industrial customers worldwide.~~contribute to the sustainable use and protection of the world’s most precious resource. The Company’s flow measurement products measure water ~~oil, chemicals~~ and other fluids and are known for accuracy, long-lasting durability and for providing valuable and timely measurement data through various methods. The Company’s water quality monitoring solutions include optical sensing and electrochemical instruments that provide real-time, on-demand data parameters. The Company’s product lines fall into two categories: sales of water meters, radios and related technologies, and water quality monitoring solutions to ~~municipal~~ water utilities ~~(municipal~~(utility water) and sales of meters and other sensing instruments, valves and other products for industrial applications in water, wastewater, and other industries (flow instrumentation). The Company estimates that ~~nearly~~approximately 90% of its products are used in water related applications.

~~Municipal~~Utility water, the largest sales category, is comprised of either mechanical or static (ultrasonic) water meters along with the related radio and software technologies and services used by ~~municipal~~ water utilities as the basis for generating their water and wastewater revenues. It further comprises other sensor technology used in the water distribution system to ensure the safe and efficient delivery of clean water. These sensors are used to detect leaks in the distribution piping system and to monitor various water quality parameters throughout the distribution system. The largest geographic market for the Company’s ~~municipal~~utility water products is North America, primarily the United States, because most of the Company's meters are designed and manufactured to conform to standards promulgated by the American Water Works Association. The majority of water meters sold by the Company continue to be mechanical in nature; however, ultrasonic meters are an increasing ~~portion~~percentage of the water meters sold by the Company and in the industry, due to a variety of factors, including their ability to maintain ~~a high level of~~ measurement accuracy over their useful life. Providing ultrasonic water meter technology, combined with advanced radio technology, provides the Company with the opportunity to sell into other geographical markets, for example the Middle East, Europe and ~~Europe.~~Southeast Asia.

The flow instrumentation product line primarily serves water applications throughout the broader industrial markets. This product line includes meters, valves and ~~valves~~other sensing instruments sold worldwide to measure and control the quantity of fluids going through a pipe or pipeline including water, air, steam, oil, and other liquids and gases. These products are used in a variety of industries and applications, with the Company’s primary market focus being water/~~wastewater;~~wastewater, heating, ventilating and air conditioning (HVAC)~~; oil~~ and ~~gas, and chemical and petrochemical.~~corporate sustainability. Flow instrumentation products are generally sold to original equipment manufacturers as the primary flow measurement device within a product or system, as well as through manufacturers’ representatives.

~~Municipal~~Utility water meters (both residential and commercial) are generally classified as 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 is encrypted and transmitted via radio 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, where a vehicle equipped for meter reading purposes, including a radio receiver, computer and reading software, 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 collectors or gateway receivers that are able to receive radio data transmission from the utilities’ meters. AMI systems eliminate the need for utility personnel to drive through service territories to collect data from the meters. These systems provide ~~the~~ utilities with more frequent and diverse data from their meters at specified intervals.

The ~~ORION~~ORION® branded family of radio endpoints provides water utilities with a range of industry-leading options for meter reading. These include ORION ~~Migratable~~ (ME) for migratable AMR meter reading, ORION (SE) for traditional fixed network applications, and ORION Cellular for an infrastructure-free meter reading solution. ORION Migratable makes the migration to fixed network easier for utilities that prefer to start with mobile reading and later adopt fixed network communications, allowing utilities to choose a solution for their current needs and be positioned for their future operational changes. ORION Cellular eliminates the need for utility-owned fixed network infrastructure, allows for gradual or full deployment, and decreases ongoing maintenance.

~~Critical~~Information and analytics are critical to the water metering ~~ecosystem is information and analytics.~~ecosystem. The Company’s ~~BEACON~~BEACON® Advanced Metering Analytics (AMA) software suite improves ~~the utilities’~~utility visibility ofto their water and water usage. BEACON AMA is a secure, cloud-hosted software suite that includes a customizable dashboard, and has the ability to establish alerts for specific conditions. It also allows for consumer engagement tools that permit end water users (such as homeowners) to view and manage their water usage activity. Benefits to the utility include improved customer service, increased visibility through faster leak detection, the ability to promote and quantify the effects of its water conservation efforts, and easier compliance reporting.

Water meter replacement and the adoption and deployment of new technology comprise the majority of water meter product sales, including radio products. To a much lesser extent, housing starts also contribute to the new product sales base. Over the last decade, there has been a growing trend in the conversion from manually read water meters to meters with radio technology. This conversion rate is accelerating, with the Company estimating that approximately ~~60%~~70% of water meters installed in the United States have been converted to a radio solution technology.

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 equipped with radio technology, and higher margins on ultrasonic compared to mechanical meters. The Company’s proprietary radio products ~~(i.e. ORION), which comprise the majority of its radio sales,~~ generally result in higher margins than remarketed, non-proprietary technology products. The Company also sells registers and endpoints separately to customers who wish to upgrade their existing meters in the field.

Flow instrumentation products are used in flow measurement and control applications across a broad industrial spectrum, occasionally leveraging the same technologies used in the municipal water category. Specialized communication protocols that control the entire flow measurement process and mandatory certifications drive these markets. The Company provides both standard and customized flow instrumentation solutions.

The industries served by the Company’s flow instrumentation products face accelerating demands to contain costs, reduce product variability, and meet ever-changing safety, regulatory and sustainability requirements. To address these challenges, customers must reap more value from every component in their systems. This system-wide scrutiny has heightened the focus on flow instrumentation in industrial process, manufacturing, commercial fluid, building automation and precision engineering applications where flow measurement and control are critical.

A leader in both mechanical and static (ultrasonic) flow metering technologies for industrial markets, the Company offers one of the broadest flow measurement, control and communication portfolios in the market. This portfolio carries respected brand names including Recordall®, Hedland®, Dynasonics®, Blancett®, and Research Control®, and includes eight of the ten major flow meter technologies. Customers rely on the Company for application-specific solutions that deliver accurate, timely and dependable flow data and control essential for product quality, cost control, safer operations, regulatory compliance and more sustainable operations.

In addition, the Company provides various water quality monitoring solutions utilizing optical sensors and electrochemical instruments that measure a variety of parameters providing industrial customers with both process and discharge water quality monitoring capabilities. The Company's products are sold throughout the world through employees, resellers and representatives. Depending on the customer mix, there can be a moderate seasonal impact on sales, primarily relating to higher sales of certain ~~municipal~~utility water products during the spring and summer months. No single customer accounts for more than 10% of the Company's sales.

Across the globe, increasing regulations and a focus on sustainability are driving companies and utilities to better manage critical resources like water, monitor their use of hazardous materials and reduce exhaust gases. Some customers measure fluids to identify leaks and/or misappropriation for cost control or add measurement points to help automate manufacturing. Other customers employ measurement to comply with government mandates and ~~laws.~~laws including those associated with process and discharge water quality monitoring. The Company provides flow measurement technology to primarily measure water, but also oil, chemicals and other fluids, gases and steams. This technology is critical to provide baseline usage data and to quantify reductions as customers attempt to reduce consumption. For example, once 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.

Increasingly, customers in the ~~municipal~~utility water market are interested in more frequent and diverse data collection and the use of water metering and quality analytics to evaluate water ~~use.~~distribution activity. Specifically, AMI technology 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 that approximately ~~60%~~70% of ~~them~~their respective connections have converted to a radio solution. The Company believes it is well positioned to meet this continuing conversion trend with its comprehensive radio and software solutions.

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 non-revenue water. The Company has over a decade of proven reliability in the market with its ultrasonic meters and ~~is launching~~has recently launched its next generation of ultrasonic metering with its D-Flow technology, which the Company believes increases its competitive differentiation. While the ~~increasing deployment~~introduction of ultrasonic technology into North America may increase competition, it also opens up further geographic penetration opportunities for the Company as previously described.

For over 116 years, the Company has offered innovative flow metering and control solutions for smart water management, smart buildings and smart industrial processes. The acquisition of s::can and ATi, leading providers of water quality monitoring solutions, adds real-time water quality parameters to our capabilities and enhances the scope of actionable data for our customers to help measure and protect natural resources. The combined solutions from Badger Meter, s::can and ATi offer technology that measures both the quantity and quality of water.

Finally, the concept of “Smart Cities” is ~~beginning to take hold as~~ one avenue to affect efficient city operations, conserve resources and improve service and delivery. Smart water solutions (“Smart Water”) are those that provide actionable information through data analytics from an interconnected and interoperable network of sensors and devices that help people and organizations efficiently use and conserve ~~one of the world’s most precious resources.~~water. Badger Meter is well positioned to benefit from the advancement of Smart Water applications within the Smart Cities framework. Cities have a keen interest in Smart Water as it provides both a revenue base, quality monitoring and conservation outcome. Badger Meter is one of approximately a dozen firms ~~and the only water metering company,~~ that ~~participates in the~~are part of AT&T&T’s Smart City Alliance. By leveraging this alliance, the Company has been able complement its ability to gain access and sell its broad smart water solutions to higher level decision makers within a city

such as the mayor’s office. In addition, it allows Badger Meter to keep abreast of emerging cellular technology changes which the Company believes is the premier infrastructure-free AMI solution.

In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On ~~February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries. On~~ March 11, 2020, the WHO characterized COVID-19 as a pandemic.

~~During~~Beginning in the second quarter of 2020, the Company implemented remote work arrangements for non-production personnel, adopted robust safety, social distancing and temperature screening protocols throughout its manufacturing sites and enacted other measures to be able to deliver products to meet customer orders on a timely basis. While the pandemic has had varying levels of impact to demand trends since its inception, to date it has not materially affected our ability to maintain business operations, including the operation of financial reporting systems, internal control over financial reporting, and disclosure controls and procedures. ~~The~~

Thus far in 2021, the Company ~~has enacted~~continued to operate under various return-to-work protocols for non-production ~~personnel.~~

~~During April 2020~~personnel and ~~through the first part~~our manufacturing operations continued to follow safety and COVID-19 protocols. The introduction of ~~May 2020, the majority of the United States,~~vaccines in the Company’s primary ~~commercial market, was subject~~geographic markets have aided its utility water and flow instrumentation customers in returning to various levels of government shelter-in-place or other lockdown orders. During this time, we experienced some customer order delays and intermittent manufacturing interruptions. As the lock-downs were lifted and customers adapted to remote work and field safety protocols, order demand gradually improved. Our operationsmore normal operations. On July 6, 2021, all US based non-production employees returned to the office on a hybrid basis following vaccination rollouts across the US. Customer order rates have improved; however, global electronics and other component shortages, along with logistics constraints, have resulted in manufacturing interruptions which limited the Company’s output throughout the first nine months of 2021. These varied and wide-spread component availability and supply chain issues continue to inhibit the Company’s ability to fully satisfy the increase in demand for certain products. In addition, cost inflation of materials and other expenses is becoming more normalized level of output as the lockdowns lifted at the end of the second quarter and into the third quarter of 2020. Municipal water order trends have been more resilient in their sequential performance while flow instrumentation orders showed less resiliency and will likely be negatively affected for a longer period, albeit flow instrumentation orders were improved slightly over the second quarter of 2020.

As a result of COVID-19, the Company implemented certain cost contingency actions, including travel restrictions, a hiring freeze, reductions in discretionary spending, short-term reduced work hour furloughs globally and exec~~utive salary reductions. The temporary actions generally lasted nine weeks, ending in mid-June 2020.~~pervasive. The Company continues to ~~manage hiring~~pursue pricing initiatives to offset inflationary cost pressures where possible. The Company’s primary competitors are also experiencing lead time extensions, inflation, and ~~discretionary spending actions in light of continuing market uncertainty. Our Board of Directors~~pricing dynamics, and ~~Company management continues to monitor the rapidly changing implications of COVID-19 and is prepared to take additional cost actions if warranted.~~

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In accordance with the CARES Acttherefore the Company ~~delayed federal tax installment payments~~does not believe its competitive position has been negatively impacted. While the Company is navigating this dynamic and fluid environment with supply chain, inflation and logistics challenges through operational agility to ~~the third quarter of 2020. The CARES Act is not expected to have a material impact on~~support customers, these disruptions increased the Company’s ~~consolidated financial statements.~~backlog to record levels and are likely to increase the unevenness of sales patterns for the remainder of 2021 and into 2022.

~~With rising levels of COVID-19 cases in many US states and other global markets, it~~It remains difficult to estimate the severity and duration of the impact of the COVID-19 pandemic on the Company’s business, financial position or results of operations. The magnitude of the impact will be determined by the duration and span of the pandemic, operational disruptions including those resulting from government actions, delivery interruptions due to component supply availability or global logistics constraints, the ~~development and~~ timeline ~~of an effective and~~for broadly available ~~vaccine~~vaccines and the overall impact on the economy. The Company ~~has contingency plans in place to adequately respond to a wide range of potential economic scenarios~~is monitoring the ongoing situation and ~~our~~keeps the Board of Directors ~~continues to monitor and evaluate the ongoing situation.~~ informed of developments.

~~In the first quarter of 2019,~~Effective January 1, 2021, the Company ~~made a payment of contingent acquisition consideration $1.0 million related to the May 1, 2017 acquisition of~~acquired 100% of the outstanding ~~common~~ stock of ~~D-Flow. There is an additional $1.0 million~~ATi, headquartered in Collegeville, Pennsylvania, a provider of ~~contingent acquisition~~water quality monitoring systems.

The total purchase consideration, ~~related to~~net of cash acquired, was $44 million. The Company's preliminary allocation of the ~~D-Flow acquisition that is anticipated to be made in the fourth quarter of 2020 which is recorded in Payables on the Company’s Consolidated Condensed Balance Sheets~~purchase price at September 30, ~~2020. In~~2021 included $3.9 million of receivables, $3.9 million of inventory, $2.5 million of other assets, $21.0 million of intangibles and $16.2 million of goodwill that is deductible for tax purposes. The intangible assets acquired are primarily customer relationships and developed technology with estimated average useful lives of 12 to 15 years. The Company also assumed $1.2 million of accounts payable, $0.6 million of deferred tax liabilities and $1.7 million of other liabilities as part of the ~~second quarter~~acquisition. The preliminary allocation of ~~2019,~~the purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition.

As of September 30, 2021, the Company ~~made a payment~~had not completed its analysis for estimating the fair value of ~~contingent~~the assets acquired. This acquisition ~~consideration of $0.7 million related~~is further described in Note 4 “Acquisitions” in the Notes to Consolidated Financial Statements.

Effective November 2, 2020, the ~~April 2, 2018 acquisition of~~Company acquired 100% of the outstanding ~~common~~ stock of ~~IMS.~~ s::can headquartered in Vienna, Austria. s::can specializes in optical water quality sensing solutions that provide real-time measurement of a variety of parameters in water and wastewater utilizing in-line monitoring systems and other applications.

As of September 30, 2021, the Company had not completed its analysis for estimating the fair value of the assets acquired. This acquisition is further described in Note 4 “Acquisitions” in the Notes to Consolidated Financial Statements.

As the industry continues to evolve, the Company has been at the forefront of innovation across metering, radio and software technologies in order to meet its customers’ increasing expectations for accurate and actionable data. As technologies such as ORION Cellular and BEACON AMA managed solutions have become more readily adopted, the Company’s revenue from Software as a Service (SaaS) has increased significantly, albeit from a small base, and is margin accretive.

The Company also seeks opportunities for additional revenue enhancement. For instance, the Company has made inroads into the Middle East market with its ultrasonic meter technology and is pursuing other geographic expansion opportunities. Additionally, the Company is periodically asked to oversee and perform field installation of its products for certain customers. In these cases, the Company assumes the role of general contractor and either ~~performs the installation or hires~~engages installation subcontractors and supervises their ~~work.~~ work or performs the installation.

The Company’s net sales for the three months ended September 30, ~~2020~~2021 were ~~$113.6~~$128.7 million compared to ~~$108.6~~$113.6 million during the same period in ~~2019.~~2020. Sales into the ~~municipal~~utility water market were ~~$93.6~~$105.1 million, an increase of ~~11.0%~~12.2% from the prior year’s ~~$84.3~~$93.6 million. The increase was partially attributable to the ~~relatively equal contributions~~acquisitions of ~~improving order rates across~~s::can and ATi which added approximately $9.9 million in net sales to the ~~broad base~~three months ended September 30, 2021. Excluding these acquisitions, utility water sales increased 1.7% over the strong prior year quarter which benefitted from post-COVID lockdown backlog recovery. The Company’s net sales grew as a result of ~~utility customers served,~~increased mechanical meter and ORION® Cellular endpoint sales as well as increased BEACON® SaaS revenue. This growth came despite the impact of insufficient supply of electronic and other components on the conversion of ~~order backlog built~~utility water orders to net sales in the prior quarter which resulted from modest manufacturing interruptions incurred during the initial COVID-19 lock-downs. Existing project installation schedules remained largely on track, and demand for ultrasonic meter technology and ORION Cellular radios continued to grow.current year. Sales of products into the global flow instrumentation end markets were ~~$20.0~~$23.6 million, ~~17.9% lower~~18.5% higher than the prior year’s ~~$24.3~~$20.0 million ~~as a result of significantly reduced activity~~due to improved demand and easier comparisons which benefitted orders across the ~~array of~~varied water and industrial end markets and applications served.

Total operating earnings for the three months ended September 30, ~~2020~~2021 were $19.4 million, or 15.1% of sales, compared to $19.5 million, or 17.2% ~~of sales, compared to $16.4 million, or 15.1%~~ of sales, in the comparable prior year quarter. Gross margin dollars increased ~~$3.4~~ $6.2

million, and gross margin as a percent of sales increased from ~~38.4%~~39.6% to ~~39.6%~~39.8%. The ~~impact~~third quarter of ~~higher volumes~~2021 benefitted from pricing realization, which partially offset inflationary cost pressures across the supply chain including raw materials, logistics and ~~manufacturing absorption~~freight as well as ~~the benefit of improved sales~~production volatility caused by restricted component availability. Gross margins also benefitted from favorable product and acquisition mix, ~~benefitted margins. In addition, the prior year included a discrete, non-recurring warranty provision for a previously installed product solution sold outside North America.~~including higher SaaS revenues. Selling, engineering and administration (“SEA”) expenses were ~~$25.5~~$31.7 million or ~~22.5%~~24.7% of sales compared to ~~$25.2~~$25.5 million or ~~23.2%~~22.5% of sales in the comparable prior year ~~quarter. The modest increase in spend was primarily due to higher personnel costs~~ quarterwhich ~~were partially offset by~~included pandemic-impacted expense reductions such as lower travel costs. The addition of s::can and ~~other pandemic-impacted expenses.~~ ATi, including the resultant intangible asset amortization, further contributed to the year-over-year increase.

The provision for income taxes as a percentage of earnings before income taxes for the third quarter ~~of 2020~~ended September 30, 2021 was ~~23.9%~~18.3% compared to ~~22.1% in~~23.9% for the ~~third~~comparable prior year period. The current quarter ~~of 2019.~~effective tax rate included a discrete income tax benefit related to stock options 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.

As a result of the above-mentioned items, net earnings for the three months ended September 30, ~~2020~~2021 were ~~$14.9~~$15.9 million, or ~~$0.51~~$0.54 per diluted share, compared to ~~$12.7~~$14.9 million, or ~~$0.44~~$0.51 per diluted share, for the same period in ~~2019.~~2020.

The Company’s net sales for the nine months ended September 30, ~~2020~~2021 were ~~$313.2~~$369.4 million compared to ~~$317.1~~$313.2 million during the same period in ~~2019.~~2020. Sales into the ~~municipal~~utility water market were ~~$251.7~~$301.0 million, an increase of ~~2.7%~~19.6% from the prior year’s ~~$245.0~~$251.7 million. The increase was partially attributable to ~~higher~~the acquisitions of s::can and ATi which added approximately $32.0 million in net sales in the first nine months of ~~advanced technology products including ORION Cellular LTE-M endpoints, E-Series® Ultrasonic~~2021. Excluding these acquisitions, utility water ~~meters as well as~~sales increased 6.9% due to strong order demand, favorable comparisons because of COVID-19, value based pricing realization and growth in SaaS ~~revenue associated with data collection and software analytics. These trends more than offset~~revenue. Orders exceeded sales during the ~~short term decline in orders that occurred in April and May 2020~~first nine months of 2021, the result of manufacturing interruptions from the ~~stay-at-home orders throughout much of the United States in response to COVID-19.~~widespread global electronics and other component shortages, and logistics challenges which limited output. Sales of products into the global flow instrumentation end markets were ~~$61.5~~$68.4 million, ~~14.6% lower~~11.3% higher than the prior year’s ~~$72.0~~$61.5 million due to ~~significantly reduced~~improving order activity across the ~~array of industrial end markets served and also the result of widespread COVID-19 shelter-in-place and lockdown restrictions.~~varied applications, along with favorable prior year comparisons.

Total operating earnings for the nine months ended September 30, ~~2020~~2021 were $55.9 million, or 15.1% of sales, compared to $48.2 million, or 15.4% ~~of sales, compared to $45.8 million, or 14.4%~~ of sales, in the comparable prior year period. Gross margin dollars increased ~~$1.8~~$26.5 million, and gross margin as a percent ~~improved~~of sales increased from 39.7% to ~~39.7% from 38.6% due to cost reduction actions, improved~~40.8%. Positive acquisition and product sales mix, including higher SaaS revenues, contributed to the margin improvement. In addition, gross margins benefitted from pricing actions which offset inflation in brass and other component input costs during the ~~prior year’s non-recurring discrete warranty charge.~~nine months ended September 30, 2021. SEA expenses were ~~$76.0~~$94.8 million or ~~24.3%~~25.7% of sales compared to ~~$76.6~~$76.0 million or ~~24.2%~~24.3% of sales in the comparable prior year ~~period.~~period which included pandemic-related expense reductions such as lower salaries (temporary furlough), travel and trade show spending. The ~~decrease~~increase was ~~primarily~~also due to the ~~net benefit~~inclusion of ~~cost reduction actions~~the s::can and ~~lower pandemic-impacted expenses such as travel, offset by higher personnel, research and development and business optimization investments.~~ATi acquisitions, along with the resultant intangible asset amortization.

The provision for income taxes as a percentage of earnings before income taxes for the ~~first~~ nine months ~~of 2020~~ended September 30, 2021 was ~~24.6%~~21.8% compared to ~~23.1% in~~24.6% 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.

As a result of the above-mentioned items, net earnings for the nine months ended September 30, ~~2020~~2021 were $43.6 million, or $1.49 per diluted share, compared to $36.2 million, or $1.24 per diluted share, ~~compared to $34.9 million, or $1.19 per diluted share,~~ for the ~~comparable prior year period.~~same period in 2020.

The main sources of liquidity for the Company are cash from operations and borrowing capacity. In addition, depending on market conditions, the Company may access the capital markets to strengthen its capital position and to provide additional liquidity for general corporate purposes.

The Company 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~~net sales. The following table shows the components of our ~~PWC (in millions):~~PWC:

	September 30, 2020				December 31, 2019				September 30, 2021				December 31, 2020
	$			PWC%	$			PWC%
(In thousands)									$			PWC%	$			PWC%
Receivables	$	57,706		13.7%	$	61,365		14.5%	$	73,747		15.3%	$	61,689		14.5%
Inventories		76,987		18.3%		81,948		19.3%		91,824		19.1%		81,586		19.2%
Payables		(37,791	)	-9.0%		(31,523	)	-7.4%		(42,408	)	-8.8%		(34,923	)	-8.2%
Primary Working Capital	$	96,902		23.0%	$	111,790		26.4%	$	123,163		25.6%	$	108,352		25.5%

Overall, PWC ~~declined $14.9~~increased $14.8 million compared to the previous ~~year-end.~~year-end and includes the PWC acquired in connection with the ATi acquisition. Receivables at September 30, ~~2020 declined $3.7~~2021 increased $12.1 million due to ~~improved collection efforts.~~the acquisition of ATi and higher sales activity, as well as the modest impact of delayed customer payments, a consequence of the supply chain disruptions on manufacturing output. Inventories ~~declined $5.0~~increased $10.2 million due to the ~~result~~acquisition of ~~inventory planning initiatives~~ATi along with component cost inflation and higher safety stock levels associated with varied component shortages. Payables at September 30, ~~2020~~2021 were ~~$6.3~~$7.5 million higher than year-end due to the acquisition of ATi as well as timing of payments relative to quarter and ~~previously negotiated payment terms extensions.~~year-ends.

Cash provided by operations in the first nine months of ~~2020~~2021 was ~~$73.7~~$62.8 million compared to ~~$61.1~~$73.7 million in the same period of ~~2019.~~2020. Strong earnings drove solid cash generation in both years. The ~~increase~~year-over-year decline in operating cash flow was due primarily to higher ~~earnings and lower~~ working capital ~~balances associated with active working capital management initiatives~~to support increased order activity, as ~~described above.~~well as temporary increases in receivables and inventories resulting from supply chain challenges and shipment timing.

Capital expenditures for the first nine months of ~~2020~~2021 were ~~$5.9~~$8.2 million compared to ~~$5.6~~$5.9 million in the comparable prior year period.

Cash and cash equivalents ~~increased $45.0~~declined to $67.1 million ~~to $93.9~~from $72.3 million at ~~September 30,~~December 31, 2020, ~~due to~~ the result of strong cash flow ~~from operations, partially~~generation offset by the deployment of $45.3 million for acquisitions and payment of ~~the~~ quarterly ~~dividends, and repayment of the short term line of credit.~~dividends.

~~The Company’s financial condition remains strong. In June 2018,~~On July 8, 2021, the Company ~~amended its May 2012~~entered into a new credit agreement, ~~with~~replacing its ~~primary lender and extended its term until~~prior facility which was set to expire in September 2021. The credit agreement includes a ~~$125.0~~$150.0 million multi-currency line of credit that supports commercial paper (up to ~~$70.0~~$100.0 million). The facility includes several features that enhance the Company’s financial flexibility including an increase feature, acquisition holiday, and ~~includes $5.0 million of a Euro line of credit. While the facility is unsecured, there are a number of~~favorable financial ~~covenants with which the Company must comply, and the~~covenants. The Company was in compliance with all covenants as of September 30, ~~2020.~~2021. 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, including, in light of COVID-19. As future borrowing requirements would likely be fulfilled via the local commercial paper market, the Company routinely monitors the current borrowing market.products. The Company had ~~$133.1~~$158.1 million of unused credit lines available at September 30, ~~2020.~~2021.

The Company is subject to contingencies related to environmental laws and regulations. A future change in circumstances with respect to these 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 ~~2019~~2020 and the first three quarters of ~~2020~~2021 were not material.

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, ~~2019~~2020 and have not materially changed since that report was filed unless otherwise indicated in this Quarterly Report on Form 10-Q.

In accordance 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, ~~2020.~~2021. 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 – Chief Financial Officer concluded that, as of the date of such evaluation, the Company’s disclosure controls and procedures were effective.

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~The global coronavirus (COVID-19) pandemic, or other global public health pandemics, could have a material adverse effect on our business, results of operations and financial condition.~~

Our business, results of operations and financial condition may be adversely affected if a global public health pandemic, including the current global coronavirus (COVID-19) pandemic, interferes with the ability of our employees, suppliers, and customers to perform our and their respective responsibilities and obligations relative to the conduct of our business and operations. The COVID-19 pandemic has significantly impacted economic activity and markets around the world, and it could have a material negative impact on our business and operations in numerous ways, including but not limited to those outlined below:

The extent to which the COVID-19 pandemic, or other outbreaks of disease or similar public health threats, materially and adversely impacts our business, results of operations and financial condition is highly uncertain and will depend on future developments. Such developments may include the geographic spread and duration of the virus, the severity of the disease, the development and timeline of an effective and broadly available vaccine and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak. In addition, how quickly, and to what extent, normal economic and operating conditions can resume cannot be predicted, and the resumption of normal business operations may be delayed or constrained by lingering effects of the COVID-19 pandemic on our suppliers, third-party service providers, and/or customers.

In February 2020, the Board of Directors authorized the repurchase of up to an additional 400,000 shares of the Company’s Common Stock through February 2023. The ~~following table provides information about~~Company did not make any purchases of equity securities under the ~~Company's purchases under this~~ repurchase program during the quarter ended September 30, ~~2020 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act.~~2021.

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.

Wisconsin		39-0143280
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4545 W. Brown Deer Road Milwaukee, Wisconsin		53233
(Address of principal executive offices)		(Zip code)


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

		Page No.

Part I. Financial Information:

Item 1	Financial Statements (unaudited):	4

	Consolidated Condensed Balance Sheets - September 30, ~~2020~~2021 and December 31, ~~2019~~2020	4

	Consolidated Condensed Statements of Operations - Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	5

	Consolidated Condensed Statements of Comprehensive Income - Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	6

	Consolidated Condensed Statements of Cash Flows - Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	7

	Consolidated Condensed Statements of Shareholders’ Equity – Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020	8

	Notes to Unaudited Consolidated Condensed Financial Statements	9

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3	Quantitative and Qualitative Disclosures about Market Risk	2021

Item 4	Controls and Procedures	2021

Part II. Other Information:

Item 1A	Risk Factors	2122

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 6	Exhibits	22

Signatures		23

(In thousands)	Amount reclassified from accumulated other comprehensive income (loss)
Amortization of pension and postretirement benefits items:
Actuarial loss (1)	$	(60	)
Settlement expense (2)		526
Total before tax		466
Income tax		(133	)
Amount reclassified out of accumulated other comprehensive income	$	333

	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of a publicly announced program		Maximum number of shares that may yet be purchased under the program
July 1, 2020 - July 31, 2020		-		-		46,500		353,500
August 1, 2020 - August 31, 2020		-		-		46,500		353,500
September 1, 2020 - September 30, 2020		953	$	64.00		47,453		352,547
Total as of September 30, 2020		953				47,453		352,547

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

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

	Defined pension plan benefits				Other postretirement benefits
(In thousands)	2020		2019		2020			2019
Service cost – benefits earned during the year	$	13	$	38	$	15		$	25
Interest cost on projected benefit obligations		2		8		34			53
Amortization of net loss (benefit)		2		9		(17	)		(29	)
Net periodic benefit cost	$	17	$	55	$	32		$	49

(In thousands)	Unrecognized pension and postretirement benefits		Foreign currency			Total
Balance at beginning of period	$	55	$	1,258		$	1,313
Other comprehensive loss before reclassifications		0		(155	)		(155	)
Amounts reclassified from accumulated other comprehensive income, net of tax of ($2)		9		0			9
Net current period other comprehensive loss, net of tax		9		(155	)		(146	)
Accumulated other comprehensive income	$	64	$	1,103		$	1,167

Exhibit No.		Description


10		~~Amended and Restated Badger Meter, Inc. Executive Supplemental Plan.~~

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 ended September 30, ~~2020~~2021 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 and (vi) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and including detailed tags.

104		Cover Page Interactive Data File (formatted as ~~Inline XBRL~~iXBRL and contained in Exhibit 101).

	BADGER METER, INC.

Dated: October 28, ~~2020~~2021	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