Business Context and Reporting Period
Company: Badger Meter Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 05, 2026
Event: Entry into a Material Definitive Agreement regarding the amendment and extension of a revolving credit facility.
Key Financial Metrics and Debt Structure
- Facility Size: $150 million multi-currency revolving credit facility.
- Outstanding Balance: $0 as of the filing date (no amounts outstanding prior to or upon amendment).
- Maturity Date: Extended to July 08, 2031.
- Interest Rate: Term SOFR, Adjusted EURIBOR, or Daily Simple SONIA (depending on currency) plus 87.5 basis points.
- Financial Covenants:
- Maximum Consolidated Net Debt to EBITDA Ratio: 3.00 to 1.00.
- Minimum Interest Coverage Ratio (EBITDA to cash interest expense): 3.00 to 1.00.
Material Changes Versus Prior Period
The primary material change is the extension of the credit facility's maturity date to July 08, 2031. The filing does not provide comparative financial performance data (revenue, profit, cash flow) for the current period versus the prior period, as this report focuses solely on the debt agreement amendment.
Guidance, Outlook, and Risks
- Acquisition Flexibility: The Company may elect up to two times during any five-year period to increase the maximum Consolidated Net Debt to EBITDA Ratio to 3.50 to 1.00 for four consecutive fiscal quarters in connection with material acquisitions.
- Risks: Compliance with the specified financial covenants is required at each fiscal quarter end. Failure to maintain these ratios could result in a default under the agreement.
- Management Commentary: The filing contains no specific management commentary on operational outlook or earnings guidance beyond the terms of the credit agreement.
Investor Verification Checklist
- Verify the full text of the Amended Credit Agreement (Exhibit 10.1) for detailed terms and conditions.
- Confirm the Company's current Consolidated Net Debt to EBITDA ratio to ensure compliance with the 3.00:1.00 covenant.
- Monitor future filings for any utilization of the $150 million facility or elections to increase the debt ratio for acquisitions.
- Review subsequent quarterly reports (10-Q) for updates on liquidity and debt levels.