Itron, Inc. (NASDAQ:ITRI) announced today financial results for its
third quarter and nine months ended September 30, 2011. Highlights
include:
-
Quarterly and nine-month revenues of $616 million and $1.8 billion;
-
Quarterly and nine-month GAAP net loss per share of $12.70 and $11.21,
inclusive of a non-cash goodwill impairment charge recorded during the
quarter of $540 million, or $13.27 per share;
-
Quarterly and nine-month non-GAAP diluted net earnings per share of
$0.92 and $3.10;
-
Nine-month cash flow from operations and free cash flow of $154
million and $108 million;
-
Quarterly and nine-month adjusted EBITDA of $74 million and $234
million;
-
Twelve-month backlog of $901 million and total backlog of $1.4
billion; and
-
Quarterly bookings of $441 million.
"Our third quarter revenue and cash flow were strong but our
profitability was impacted by higher warranty costs and a significant
goodwill impairment charge,” said LeRoy Nosbaum, Itron’s president and
chief executive officer. "Despite these challenges in the quarter, our
core operating results were strong. I have great confidence in this
company’s prospects and I am committed to making the changes necessary
to realize the potential inherent in our business. I am excited to be
back at Itron and to lead this great company forward.”
Financial Results
Revenues increased $42 million, or 7 percent, for the quarter and $153
million, or 9 percent, for the nine-month period compared to the
respective periods last year. Excluding a favorable effect from changes
in foreign currency exchange rates for the quarter and nine-month period
of $28 million and $68 million, respectively, revenue grew 2 percent and
5 percent over the same periods in 2010. The increase in revenues for
the quarter and nine-month period was primarily due to increased
electric, gas and water smart metering projects in the company’s
International segment.
Gross margin for the quarter was 28.6 percent, which was lower than the
prior year third quarter margin of 31.7 percent. The decline in margin
was primarily due to increased warranty expense in Itron’s North America
segment. Warranty expense increased $18 million, which compared to last
year, impacted gross margin by 3 percentage points and impacted GAAP and
non-GAAP diluted earnings per share by 28 cents. For the first nine
months of 2011, gross margin was 30.8% compared to 31.3% in 2010.
"As part of our commitment to delivering outstanding service for our
customers, and due to quality issues with certain third party
components, we decided to proactively replace equipment in the field
containing these particular components. This resulted in a significant
warranty charge in the quarter,” continued Mr. Nosbaum. "However, we are
confident that these actions are the best way to deliver on our
commitments to our customers and are in the best long-term interest of
our business.”
GAAP operating expenses were $673 million in the third quarter compared
to $123 million in the same period last year. A non-cash goodwill
impairment charge of $540 million was recorded during the quarter. The
estimated impairment charge was primarily driven by adverse equity
market conditions that caused a decrease in the company’s stock price as
of September 30, 2011. The charge is attributable to goodwill recorded
for Itron International’s Electricity and Water reporting units in
connection with the acquisition of Actaris in 2007. The estimated charge
is subject to finalization during the fourth quarter. This non-cash
charge does not impact the company’s normal business operations or debt
covenants. The remaining increase in operating expenses for the quarter
was $10 million, of which approximately $6 million was due to currency
fluctuations.
Net interest expense declined to $11 million for the quarter compared to
$13 million in the third quarter of last year. During the quarter Itron
repaid $224 million in convertible notes and refinanced its senior
secured debt. The company has no further convertible notes outstanding.
The refinancing of the company’s bank debt resulted in the write-off of
unamortized debt fees of $3 million and a charge of $3 million to
terminate an interest rate swap. These charges were offset by lower
interest expense due to a decreased principal balance and lower
effective interest rates.
GAAP net loss and diluted EPS for the third quarter and nine-month
period were $517 million, or $12.70 per share, and $456 million, or
$11.21 per share. This compares with net income of $28 million, or 68
cents per share, and $78 million, or $1.91 per share, in the same
periods in 2010. The decrease in 2011 net income for the quarter and
nine-month period was primarily due to increased warranty expense and
the goodwill impairment charge of $540 million.
Non-GAAP operating expenses for the quarter, which excludes amortization
of intangibles, restructuring charges and the impairment of goodwill,
increased $10 million over prior year. An increase of $5 million was due
to currency fluctuations and the remaining increase was primarily due to
product research and development for new and enhanced products as well
as increased global marketing activity. Non-GAAP net income and diluted
EPS for the third quarter and nine-month period were $38 million, or 92
cents per share, and $127 million, or $3.10 per share. This compares
with non-GAAP net income of $42 million, or $1.03 per share, and $121
million, or $2.95 per share, in the same periods in 2010. The decrease
in non-GAAP net income for the quarter was due to decreased contribution
from the North America segment related to higher warranty expense. The
increase in non-GAAP net income for the nine-month period was primarily
due to higher operating income in the International segment.
Restructuring
The company also announced today a series of projects to restructure its
manufacturing operations to increase efficiency and lower manufacturing
costs. These projects include the closure of several manufacturing
facilities and a reduction in global workforce by 7.5 percent,
representing a net reduction of approximately 750 full-time positions.
In connection with the restructuring projects, Itron expects to record
pre-tax restructuring charges totaling approximately $65 to $75 million
over the next 15 to 18 months. As a result of the initiative, the
company expects to achieve annualized cost savings of approximately $30
million by the end of 2013. See the press release issued today and Form
8-K for further details on the restructuring project.
Share Repurchase Program
The company also announced today that its Board of Directors has
authorized the repurchase of up to $100 million of Itron common stock
during the next 12 months. See the press release issued today and Form
8-K for further details on the repurchase plan.
Financial Guidance
For the full-year 2011, the company reaffirmed its prior revenue
guidance and updated its prior EPS guidance as follows:
-
Revenue between $2.3 billion and $2.4 billion
-
Non-GAAP diluted EPS between $4.00 and $4.20
The company’s guidance assumes a Euro to U.S. dollar average exchange
rate of $1.40, average shares outstanding of approximately 41.2 million,
and a non-GAAP effective tax rate between 22 percent and 24 percent.
"Itron has a strong balance sheet and a resilient business with
outstanding potential. We remain confident in our full-year revenue
guidance for 2011 while reducing our full-year EPS range to reflect the
special warranty charges incurred in our third quarter,” added Mr.
Nosbaum. "While we are early in our forecasting process for 2012, we
expect revenue to be flat to down five percent and our non-GAAP EPS to
be flat to down a few percentage points, with some potential upside.”
Earnings Conference Call:
Itron will host a conference call to discuss the financial results
contained in this release at 8:00 a.m. Eastern Daylight Time (EDT) on
October 26, 2011. The call will be webcast in a listen-only mode.
Webcast information and conference call materials will be made available
15 minutes before the start of the call and are accessible on Itron’s
website at www.itron.com
under the Investors page. The webcast replay will begin after the
conclusion of the live call and will be available for two weeks. A
telephone replay of the call will also be available approximately one
hour after the conclusion of the live call, for 48 hours, and is
accessible by dialing (888) 203-1112 (Domestic) or (719) 457-0820
(International), entering passcode 6304863.
About Itron
Itron is the leading provider of energy and water resource management
solutions for nearly 8,000 utilities around the world. We offer
end-to-end solutions that include electricity, gas, water and heat
measurement and control technology; communications systems; software;
and professional services. With nearly 10,000 employees doing business
in more than 130 countries, Itron empowers utilities to responsibly and
efficiently manage energy and water resources. To realize a sustainable
future, start here: www.itron.com.
Forward-Looking Statements:
This release contains forward-looking statements concerning our
expectations about operations, financial performance, sales, earnings
and cash flows. These statements reflect our current plans and
expectations and are based on information currently available. The
statements rely on a number of assumptions and estimates, which could be
inaccurate, and which are subject to risks and uncertainties that could
cause our actual results to vary materially from those anticipated.
Risks and uncertainties include the rate and timing of customer demand
for our products, rescheduling of current customer orders, changes in
estimated liabilities for product warranties, changes in laws and
regulations, our dependence on new product development and intellectual
property, future acquisitions, changes in estimates for stock-based and
bonus compensation, increasing volatility in foreign exchange rates,
international business risks and other factors which are more fully
described in our Annual Report on Form 10-K for the year ended December
31, 2010 and other reports on file with the Securities and Exchange
Commission. Itron undertakes no obligation to update publicly or revise
any forward-looking statements, including our business outlook.
Non-GAAP Financial Information:
To supplement our consolidated financial statements presented in
accordance with GAAP, we use certain non-GAAP financial measures,
including non-GAAP operating expense, non-GAAP operating income,
non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA, and free
cash flow. We provide these non-GAAP financial measures because we
believe they provide greater transparency and represent supplemental
information used by management in its financial and operational decision
making. Specifically, these non-GAAP financial measures are provided to
enhance investors’ overall understanding of our current financial
performance and our future anticipated performance by excluding
infrequent or non-cash costs, particularly those associated with
acquisitions. We exclude certain infrequent costs, particularly those
associated with acquisitions, in our non-GAAP financial measures as we
believe the net result is a measure of our core business. Non-GAAP
performance measures should be considered in addition to, and not as a
substitute for, results prepared in accordance with GAAP. Finally, our
non-GAAP financial measures may be different from those reported by
other companies. A more detailed discussion of why we use non-GAAP
financial measures, the limitations of using such measures, and
reconciliations between non-GAAP and the nearest GAAP financial measures
are included in this press release.
Statements of operations, segment information, balance sheets, cash flow
statements and reconciliations of non-GAAP financial measures to the
most directly comparable GAAP financial measures follow.
|
ITRON, INC.
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited, in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
|
Revenues
|
|
|
|
|
$
|
615,555
|
|
|
|
|
$
|
573,651
|
|
|
|
|
$
|
1,791,647
|
|
|
|
|
$
|
1,638,613
|
|
|
Cost of revenues
|
|
|
|
|
|
439,377
|
|
|
|
|
|
391,888
|
|
|
|
|
|
1,240,276
|
|
|
|
|
|
1,125,730
|
|
|
Gross profit
|
|
|
|
|
|
176,178
|
|
|
|
|
|
181,763
|
|
|
|
|
|
551,371
|
|
|
|
|
|
512,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
|
|
|
45,037
|
|
|
|
|
|
41,197
|
|
|
|
|
|
138,530
|
|
|
|
|
|
123,708
|
|
|
Product development
|
|
|
|
|
|
38,672
|
|
|
|
|
|
34,038
|
|
|
|
|
|
120,048
|
|
|
|
|
|
100,100
|
|
|
General and administrative
|
|
|
|
|
|
32,212
|
|
|
|
|
|
30,710
|
|
|
|
|
|
100,661
|
|
|
|
|
|
97,052
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
16,013
|
|
|
|
|
|
16,882
|
|
|
|
|
|
47,807
|
|
|
|
|
|
51,459
|
|
|
Restructuring
|
|
|
|
|
|
1,096
|
|
|
|
|
|
-
|
|
|
|
|
|
3,003
|
|
|
|
|
|
-
|
|
|
Goodwill impairment
|
|
|
|
|
|
540,400
|
|
|
|
|
|
-
|
|
|
|
|
|
540,400
|
|
|
|
|
|
-
|
|
|
Total operating expenses
|
|
|
|
|
|
673,430
|
|
|
|
|
|
122,827
|
|
|
|
|
|
950,449
|
|
|
|
|
|
372,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
|
|
|
(497,252
|
)
|
|
|
|
|
58,936
|
|
|
|
|
|
(399,078
|
)
|
|
|
|
|
140,564
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
155
|
|
|
|
|
|
166
|
|
|
|
|
|
631
|
|
|
|
|
|
444
|
|
|
Interest expense
|
|
|
|
|
|
(10,796
|
)
|
|
|
|
|
(13,328
|
)
|
|
|
|
|
(34,330
|
)
|
|
|
|
|
(42,216
|
)
|
|
Other income (expense), net
|
|
|
|
|
|
(3,147
|
)
|
|
|
|
|
(4,423
|
)
|
|
|
|
|
(7,220
|
)
|
|
|
|
|
(5,440
|
)
|
|
Total other income (expense)
|
|
|
|
|
|
(13,788
|
)
|
|
|
|
|
(17,585
|
)
|
|
|
|
|
(40,919
|
)
|
|
|
|
|
(47,212
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
|
|
|
(511,040
|
)
|
|
|
|
|
41,351
|
|
|
|
|
|
(439,997
|
)
|
|
|
|
|
93,352
|
|
|
Income tax provision
|
|
|
|
|
|
(6,042
|
)
|
|
|
|
|
(13,712
|
)
|
|
|
|
|
(15,529
|
)
|
|
|
|
|
(15,152
|
)
|
|
Net income (loss)
|
|
|
|
|
$
|
(517,082
|
)
|
|
|
|
$
|
27,639
|
|
|
|
|
$
|
(455,526
|
)
|
|
|
|
$
|
78,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share - Basic
|
|
|
|
|
$
|
(12.70
|
)
|
|
|
|
$
|
0.68
|
|
|
|
|
$
|
(11.21
|
)
|
|
|
|
$
|
1.94
|
|
|
Earnings (loss) per common share - Diluted
|
|
|
|
|
$
|
(12.70
|
)
|
|
|
|
$
|
0.68
|
|
|
|
|
$
|
(11.21
|
)
|
|
|
|
$
|
1.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - Basic
|
|
|
|
|
|
40,725
|
|
|
|
|
|
40,400
|
|
|
|
|
|
40,648
|
|
|
|
|
|
40,307
|
|
|
Weighted average common shares outstanding - Diluted
|
|
|
|
|
|
40,725
|
|
|
|
|
|
40,828
|
|
|
|
|
|
40,648
|
|
|
|
|
|
40,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITRON, INC.
|
|
SEGMENT INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Itron North America
|
|
|
|
|
$
|
294,577
|
|
|
|
|
$
|
313,155
|
|
|
|
|
|
$
|
859,783
|
|
|
|
|
$
|
855,857
|
|
|
Itron International
|
|
|
|
|
|
320,978
|
|
|
|
|
|
260,496
|
|
|
|
|
|
|
931,864
|
|
|
|
|
|
782,756
|
|
|
Total Company
|
|
|
|
|
$
|
615,555
|
|
|
|
|
$
|
573,651
|
|
|
|
|
|
$
|
1,791,647
|
|
|
|
|
$
|
1,638,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Itron North America
|
|
|
|
|
$
|
84,919
|
|
|
|
|
$
|
109,551
|
|
|
|
|
|
$
|
276,599
|
|
|
|
|
$
|
288,682
|
|
|
Itron International
|
|
|
|
|
|
91,259
|
|
|
|
|
|
72,212
|
|
|
|
|
|
|
274,772
|
|
|
|
|
|
224,201
|
|
|
Total Company
|
|
|
|
|
$
|
176,178
|
|
|
|
|
$
|
181,763
|
|
|
|
|
|
$
|
551,371
|
|
|
|
|
$
|
512,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Itron North America
|
|
|
|
|
$
|
38,018
|
|
|
|
|
$
|
62,274
|
|
|
|
|
|
$
|
124,550
|
|
|
|
|
$
|
149,694
|
|
|
Itron International
|
|
|
|
|
|
(525,411
|
)
|
|
|
|
|
7,515
|
|
|
|
|
|
|
(492,700
|
)
|
|
|
|
|
22,969
|
|
|
Corporate unallocated
|
|
|
|
|
|
(9,859
|
)
|
|
|
|
|
(10,853
|
)
|
|
|
|
|
|
(30,928
|
)
|
|
|
|
|
(32,099
|
)
|
|
Total Company
|
|
|
|
|
$
|
(497,252
|
)
|
|
|
|
$
|
58,936
|
|
|
|
|
|
$
|
(399,078
|
)
|
|
|
|
$
|
140,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
METER AND MODULE SUMMARY
|
|
(Units in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
|
Total meters (standard, advanced, and smart)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Itron North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
|
|
|
1,680
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
4,770
|
|
|
|
|
|
4,990
|
|
|
Gas
|
|
|
|
|
|
120
|
|
|
|
|
|
160
|
|
|
|
|
|
|
400
|
|
|
|
|
|
420
|
|
|
Itron International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
|
|
|
2,120
|
|
|
|
|
|
2,020
|
|
|
|
|
|
|
5,610
|
|
|
|
|
|
5,590
|
|
|
Gas
|
|
|
|
|
|
1,000
|
|
|
|
|
|
940
|
|
|
|
|
|
|
3,050
|
|
|
|
|
|
2,940
|
|
|
Water
|
|
|
|
|
|
2,370
|
|
|
|
|
|
2,290
|
|
|
|
|
|
|
7,330
|
|
|
|
|
|
6,960
|
|
|
Total meters
|
|
|
|
|
|
7,290
|
|
|
|
|
|
7,210
|
|
|
|
|
|
|
21,160
|
|
|
|
|
|
20,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional meter information (Total Company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced meters
|
|
|
|
|
|
1,280
|
|
|
|
|
|
1,110
|
|
|
|
|
|
|
3,310
|
|
|
|
|
|
2,830
|
|
|
Smart meters
|
|
|
|
|
|
1,100
|
|
|
|
|
|
1,130
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
2,990
|
|
|
Standalone advanced and smart communication modules
|
|
|
|
|
|
1,560
|
|
|
|
|
|
1,620
|
|
|
|
|
|
|
4,840
|
|
|
|
|
|
4,410
|
|
|
Advanced and smart meters and communication modules
|
|
|
|
|
|
3,940
|
|
|
|
|
|
3,860
|
|
|
|
|
|
|
11,150
|
|
|
|
|
|
10,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meters with other vendors' advanced or smart communication modules
|
|
|
|
|
|
100
|
|
|
|
|
|
130
|
|
|
|
|
|
|
330
|
|
|
|
|
|
390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITRON, INC.
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2011
|
|
|
|
|
December 31, 2010
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
$
|
129,514
|
|
|
|
|
|
$
|
169,477
|
|
|
Accounts receivable, net
|
|
|
|
|
|
377,107
|
|
|
|
|
|
|
371,662
|
|
|
Inventories
|
|
|
|
|
|
240,565
|
|
|
|
|
|
|
208,157
|
|
|
Deferred tax assets current, net
|
|
|
|
|
|
44,953
|
|
|
|
|
|
|
55,351
|
|
|
Other current assets
|
|
|
|
|
|
88,214
|
|
|
|
|
|
|
77,570
|
|
|
Total current assets
|
|
|
|
|
|
880,353
|
|
|
|
|
|
|
882,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant, and equipment, net
|
|
|
|
|
|
287,565
|
|
|
|
|
|
|
299,242
|
|
|
Deferred tax assets noncurrent, net
|
|
|
|
|
|
28,053
|
|
|
|
|
|
|
35,050
|
|
|
Other long-term assets
|
|
|
|
|
|
66,878
|
|
|
|
|
|
|
28,242
|
|
|
Intangible assets, net
|
|
|
|
|
|
264,223
|
|
|
|
|
|
|
291,670
|
|
|
Goodwill
|
|
|
|
|
|
714,606
|
|
|
|
|
|
|
1,209,376
|
|
|
Total assets
|
|
|
|
|
$
|
2,241,678
|
|
|
|
|
|
$
|
2,745,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
|
$
|
260,148
|
|
|
|
|
|
$
|
241,949
|
|
|
Other current liabilities
|
|
|
|
|
|
31,198
|
|
|
|
|
|
|
49,690
|
|
|
Wages and benefits payable
|
|
|
|
|
|
83,173
|
|
|
|
|
|
|
110,479
|
|
|
Taxes payable
|
|
|
|
|
|
23,812
|
|
|
|
|
|
|
19,725
|
|
|
Current portion of debt
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
228,721
|
|
|
Current portion of warranty
|
|
|
|
|
|
50,798
|
|
|
|
|
|
|
24,912
|
|
|
Unearned revenue
|
|
|
|
|
|
43,814
|
|
|
|
|
|
|
28,258
|
|
|
Total current liabilities
|
|
|
|
|
|
507,943
|
|
|
|
|
|
|
703,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
|
|
481,252
|
|
|
|
|
|
|
382,220
|
|
|
Long-term warranty
|
|
|
|
|
|
28,234
|
|
|
|
|
|
|
26,371
|
|
|
Pension plan benefit liability
|
|
|
|
|
|
66,550
|
|
|
|
|
|
|
61,450
|
|
|
Deferred tax liabilities noncurrent, net
|
|
|
|
|
|
41,974
|
|
|
|
|
|
|
54,412
|
|
|
Other long-term obligations
|
|
|
|
|
|
88,744
|
|
|
|
|
|
|
89,315
|
|
|
Total liabilities
|
|
|
|
|
|
1,214,697
|
|
|
|
|
|
|
1,317,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
|
|
|
-
|
|
|
|
|
|
|
-
|
|
|
Common stock
|
|
|
|
|
|
1,343,940
|
|
|
|
|
|
|
1,328,249
|
|
|
Accumulated other comprehensive income (loss), net
|
|
|
|
|
|
3,547
|
|
|
|
|
|
|
(34,974
|
)
|
|
(Accumulated deficit) retained earnings
|
|
|
|
|
|
(320,506
|
)
|
|
|
|
|
|
135,020
|
|
|
Total shareholders' equity
|
|
|
|
|
|
1,026,981
|
|
|
|
|
|
|
1,428,295
|
|
|
Total liabilities and shareholders' equity
|
|
|
|
|
$
|
2,241,678
|
|
|
|
|
|
$
|
2,745,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITRON, INC.
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
2010
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
$
|
(455,526
|
)
|
|
|
|
|
$
|
78,200
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
96,919
|
|
|
|
|
|
|
97,184
|
|
|
Stock-based compensation
|
|
|
|
|
|
12,401
|
|
|
|
|
|
|
14,222
|
|
|
Amortization of prepaid debt fees
|
|
|
|
|
|
5,365
|
|
|
|
|
|
|
4,219
|
|
|
Amortization of convertible debt discount
|
|
|
|
|
|
5,336
|
|
|
|
|
|
|
7,505
|
|
|
Deferred taxes, net
|
|
|
|
|
|
(1,410
|
)
|
|
|
|
|
|
(1,237
|
)
|
|
Goodwill impairment
|
|
|
|
|
|
540,400
|
|
|
|
|
|
|
-
|
|
|
Other adjustments, net
|
|
|
|
|
|
1,961
|
|
|
|
|
|
|
4,008
|
|
|
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
|
|
(21,940
|
)
|
|
|
|
|
|
(53,425
|
)
|
|
Inventories
|
|
|
|
|
|
(32,750
|
)
|
|
|
|
|
|
(57,698
|
)
|
|
Other current assets
|
|
|
|
|
|
(8,672
|
)
|
|
|
|
|
|
(1,776
|
)
|
|
Other long-term assets
|
|
|
|
|
|
(17,499
|
)
|
|
|
|
|
|
1,642
|
|
|
Accounts payables, other current liabilities, and taxes payable
|
|
|
|
|
|
12,347
|
|
|
|
|
|
|
38,139
|
|
|
Wages and benefits payable
|
|
|
|
|
|
(28,018
|
)
|
|
|
|
|
|
26,799
|
|
|
Unearned revenue
|
|
|
|
|
|
22,862
|
|
|
|
|
|
|
(2,814
|
)
|
|
Warranty
|
|
|
|
|
|
28,028
|
|
|
|
|
|
|
16,535
|
|
|
Other operating, net
|
|
|
|
|
|
(6,003
|
)
|
|
|
|
|
|
(4,387
|
)
|
|
Net cash provided by operating activities
|
|
|
|
|
|
153,801
|
|
|
|
|
|
|
167,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions of property, plant, and equipment
|
|
|
|
|
|
(45,799
|
)
|
|
|
|
|
|
(45,507
|
)
|
|
Business acquisition, net of cash equivalents acquired
|
|
|
|
|
|
(14,635
|
)
|
|
|
|
|
|
-
|
|
|
Other investing, net
|
|
|
|
|
|
634
|
|
|
|
|
|
|
5,412
|
|
|
Net cash used in investing activities
|
|
|
|
|
|
(59,800
|
)
|
|
|
|
|
|
(40,095
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
|
|
|
670,000
|
|
|
|
|
|
|
-
|
|
|
Payments on debt
|
|
|
|
|
|
(804,304
|
)
|
|
|
|
|
|
(106,524
|
)
|
|
Issuance of common stock
|
|
|
|
|
|
3,512
|
|
|
|
|
|
|
7,931
|
|
|
Other financing, net
|
|
|
|
|
|
(5,319
|
)
|
|
|
|
|
|
(2,330
|
)
|
|
Net cash used in financing activities
|
|
|
|
|
|
(136,111
|
)
|
|
|
|
|
|
(100,923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash equivalents
|
|
|
|
|
|
2,147
|
|
|
|
|
|
|
123
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
(39,963
|
)
|
|
|
|
|
|
26,221
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
169,477
|
|
|
|
|
|
|
121,893
|
|
|
Cash and cash equivalents at end of period
|
|
|
|
|
$
|
129,514
|
|
|
|
|
|
$
|
148,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Itron, Inc.
About Non-GAAP Financial Measures
The accompanying press release contains non-GAAP financial measures. To
supplement our consolidated financial statements, which are prepared and
presented in accordance with GAAP, we use certain non-GAAP financial
measures, including non-GAAP operating expense, non-GAAP operating
income, non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA, and
free cash flow. The presentation of this financial information is not
intended to be considered in isolation or as a substitute for, or
superior to, the financial information prepared and presented in
accordance with GAAP. For more information on these non-GAAP financial
measures, please see the table captioned "Reconciliations of Non-GAAP
Financial Measures to Most Directly Comparable GAAP Financial Measures.”
We use these non-GAAP financial measures for financial and operational
decision making and as a means for determining executive compensation.
Management believes that these non-GAAP financial measures provide
meaningful supplemental information regarding our performance and
ability to service debt by excluding certain expenses that may not be
indicative of our recurring core operating results. These non-GAAP
financial measures facilitate management’s internal comparisons to our
historical performance as well as comparisons to our competitors’
operating results. Our executive compensation plans exclude non-cash
charges related to amortization of intangibles and non-recurring
discrete cash and non-cash charges that are infrequent in nature such as
purchase accounting adjustments, restructuring charges or goodwill
impairment charges. We believe that both management and investors
benefit from referring to these non-GAAP financial measures in assessing
our performance and when planning, forecasting, and analyzing future
periods. We believe these non-GAAP financial measures are useful to
investors because they provide greater transparency with respect to key
metrics used by management in its financial and operational decision
making and because they are used by our institutional investors and the
analyst community to help them analyze the health of our business.
Non-GAAP operating expense and non-GAAP operating income – We define
non-GAAP operating expense as operating expense excluding the expenses
related to the amortization of intangible assets, restructuring and
goodwill impairment. We define non-GAAP operating income as operating
income excluding the expenses related to the amortization of intangible
assets, restructuring and goodwill impairment. We consider these
non-GAAP financial measures to be useful metrics for management and
investors because they exclude the effect of expenses that are related
to previous acquisitions and restructurings. By excluding these expenses
we believe that it is easier for management and investors to compare our
financial results over multiple periods and analyze trends in our
operations. For example, expenses related to amortization of intangible
assets are now decreasing, which is improving GAAP operating margins,
yet the improvement in GAAP operating margins due to this lower expense
is not necessarily reflective of an improvement in our core business.
There are some limitations related to the use of non-GAAP operating
expense and non-GAAP operating income versus operating expense and
operating income calculated in accordance with GAAP. Non-GAAP operating
expense and non-GAAP operating income exclude some costs that are
recurring. Additionally, the expenses that we exclude in our calculation
of non-GAAP operating expense and non-GAAP operating income may differ
from the expenses that our peer companies exclude when they report the
results of their operations. We compensate for these limitations by
providing specific information about the GAAP amounts we have excluded
from our non-GAAP operating expense and non-GAAP operating income and
evaluating non-GAAP operating expense and non-GAAP operating income
together with GAAP operating expense and GAAP operating income.
Non-GAAP net income and non-GAAP diluted EPS – We define non-GAAP net
income as net income excluding the expenses associated with amortization
of intangible assets, restructuring, goodwill impairment, amortization
of debt placement fees and amortization of convertible debt discount. We
define non-GAAP diluted EPS as non-GAAP net income divided by the
weighted average shares, on a diluted basis, outstanding during each
period. We consider these financial measures to be useful metrics for
management and investors for the same reasons that we use non-GAAP
operating income. The same limitations described above regarding our use
of non-GAAP operating income apply to our use of non-GAAP net income and
non-GAAP diluted EPS. We compensate for these limitations by providing
specific information regarding the GAAP amounts excluded from these
non-GAAP measures and evaluating non-GAAP net income and non-GAAP
diluted EPS together with GAAP net income and GAAP diluted EPS.
Adjusted EBITDA – We define adjusted EBITDA as net income (a) minus
interest income, (b) plus interest expense, depreciation and
amortization of intangible asset expenses, restructuring and goodwill
impairment and (c) exclude the tax expense or benefit. We believe that
providing this financial measure is important for management and
investors to understand our ability to service our debt as it is a
measure of the cash generated by our core business. Management uses
adjusted EBITDA as a performance measure for executive compensation. A
limitation to using adjusted EBITDA is that it does not represent the
total increase or decrease in the cash balance for the period and the
measure includes some non-cash items and excludes other non-cash items.
Additionally, the items that we exclude in our calculation of adjusted
EBITDA may differ from the items that our peer companies exclude when
they report their results. Management compensates for this limitation by
providing a reconciliation of this measure to GAAP net income.
Free cash flow – We define free cash flow as net cash provided by
operating activities less cash used for acquisitions of property, plant,
and equipment. We believe free cash flow provides investors with a
relevant measure of liquidity and a useful basis for assessing our
ability to fund our operations and repay our debt. The same limitations
described above regarding our use of non-GAAP operating income apply to
our use of free cash flow. We compensate for these limitations by
providing specific information regarding the GAAP amounts and
reconciling to free cash flow.
The accompanying tables have more detail on the GAAP financial measures
that are most directly comparable to the non-GAAP financial measures and
the related reconciliations between these financial measures.
|
ITRON, INC.
|
|
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
|
|
TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited, in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
|
Non-GAAP operating expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Itron North America - GAAP operating expense
|
|
|
|
|
$
|
46,901
|
|
|
|
|
$
|
47,277
|
|
|
|
|
$
|
152,049
|
|
|
|
|
$
|
138,988
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
(3,513
|
)
|
|
|
|
|
(4,084
|
)
|
|
|
|
|
(10,537
|
)
|
|
|
|
|
(12,254
|
)
|
|
Restructuring
|
|
|
|
|
|
(420
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(420
|
)
|
|
|
|
|
-
|
|
|
Itron North America - Non-GAAP operating expense
|
|
|
|
|
$
|
42,968
|
|
|
|
|
$
|
43,193
|
|
|
|
|
$
|
141,092
|
|
|
|
|
$
|
126,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Itron International - GAAP operating expense
|
|
|
|
|
$
|
616,670
|
|
|
|
|
$
|
64,697
|
|
|
|
|
$
|
767,472
|
|
|
|
|
$
|
201,232
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
(12,500
|
)
|
|
|
|
|
(12,798
|
)
|
|
|
|
|
(37,270
|
)
|
|
|
|
|
(39,205
|
)
|
|
Restructuring
|
|
|
|
|
|
(665
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(2,071
|
)
|
|
|
|
|
-
|
|
|
Goodwill impairment
|
|
|
|
|
|
(540,400
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(540,400
|
)
|
|
|
|
|
-
|
|
|
Itron International - Non-GAAP operating expense
|
|
|
|
|
$
|
63,105
|
|
|
|
|
$
|
51,899
|
|
|
|
|
$
|
187,731
|
|
|
|
|
$
|
162,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company - GAAP operating expense
|
|
|
|
|
$
|
673,430
|
|
|
|
|
$
|
122,827
|
|
|
|
|
$
|
950,449
|
|
|
|
|
$
|
372,319
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
(16,013
|
)
|
|
|
|
|
(16,882
|
)
|
|
|
|
|
(47,807
|
)
|
|
|
|
|
(51,459
|
)
|
|
Restructuring
|
|
|
|
|
|
(1,096
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(3,003
|
)
|
|
|
|
|
-
|
|
|
Goodwill impairment
|
|
|
|
|
|
(540,400
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(540,400
|
)
|
|
|
|
|
-
|
|
|
Total Company - Non-GAAP operating expense
|
|
|
|
|
$
|
115,921
|
|
|
|
|
$
|
105,945
|
|
|
|
|
$
|
359,239
|
|
|
|
|
$
|
320,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP operating income (loss)
|
|
|
|
|
$
|
(497,252
|
)
|
|
|
|
$
|
58,936
|
|
|
|
|
$
|
(399,078
|
)
|
|
|
|
$
|
140,564
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
16,013
|
|
|
|
|
|
16,882
|
|
|
|
|
|
47,807
|
|
|
|
|
|
51,459
|
|
|
Restructuring
|
|
|
|
|
|
1,096
|
|
|
|
|
|
-
|
|
|
|
|
|
3,003
|
|
|
|
|
|
-
|
|
|
Goodwill impairment
|
|
|
|
|
|
540,400
|
|
|
|
|
|
-
|
|
|
|
|
|
540,400
|
|
|
|
|
|
-
|
|
|
Non-GAAP operating income
|
|
|
|
|
$
|
60,257
|
|
|
|
|
$
|
75,818
|
|
|
|
|
$
|
192,132
|
|
|
|
|
$
|
192,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss)
|
|
|
|
|
$
|
(517,082
|
)
|
|
|
|
$
|
27,639
|
|
|
|
|
$
|
(455,526
|
)
|
|
|
|
$
|
78,200
|
|
|
Amortization of intangible assets
|
|
|
|
|
|
16,013
|
|
|
|
|
|
16,882
|
|
|
|
|
|
47,807
|
|
|
|
|
|
51,459
|
|
|
Amortization of debt placement fees
|
|
|
|
|
|
2,924
|
|
|
|
|
|
1,404
|
|
|
|
|
|
5,086
|
|
|
|
|
|
4,063
|
|
|
Amortization of convertible debt discount
|
|
|
|
|
|
-
|
|
|
|
|
|
2,547
|
|
|
|
|
|
5,336
|
|
|
|
|
|
7,504
|
|
|
Restructuring
|
|
|
|
|
|
1,096
|
|
|
|
|
|
-
|
|
|
|
|
|
3,003
|
|
|
|
|
|
-
|
|
|
Goodwill impairment
|
|
|
|
|
|
540,400
|
|
|
|
|
|
-
|
|
|
|
|
|
540,400
|
|
|
|
|
|
-
|
|
|
Income tax effect of non-GAAP adjustments
|
|
|
|
|
|
(5,576
|
)
|
|
|
|
|
(6,547
|
)
|
|
|
|
|
(18,667
|
)
|
|
|
|
|
(20,520
|
)
|
|
Non-GAAP net income
|
|
|
|
|
$
|
37,775
|
|
|
|
|
$
|
41,925
|
|
|
|
|
$
|
127,439
|
|
|
|
|
$
|
120,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP diluted EPS
|
|
|
|
|
$
|
0.92
|
|
|
|
|
$
|
1.03
|
|
|
|
|
$
|
3.10
|
|
|
|
|
$
|
2.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - Diluted
|
|
|
|
|
|
41,033
|
|
|
|
|
|
40,828
|
|
|
|
|
|
41,049
|
|
|
|
|
|
40,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss)
|
|
|
|
|
$
|
(517,082
|
)
|
|
|
|
$
|
27,639
|
|
|
|
|
$
|
(455,526
|
)
|
|
|
|
$
|
78,200
|
|
|
Interest income
|
|
|
|
|
|
(155
|
)
|
|
|
|
|
(166
|
)
|
|
|
|
|
(631
|
)
|
|
|
|
|
(444
|
)
|
|
Interest expense
|
|
|
|
|
|
10,796
|
|
|
|
|
|
13,328
|
|
|
|
|
|
34,330
|
|
|
|
|
|
42,216
|
|
|
Income tax provision
|
|
|
|
|
|
6,042
|
|
|
|
|
|
13,712
|
|
|
|
|
|
15,529
|
|
|
|
|
|
15,152
|
|
|
Depreciation and amortization
|
|
|
|
|
|
32,620
|
|
|
|
|
|
32,113
|
|
|
|
|
|
96,919
|
|
|
|
|
|
97,184
|
|
|
Restructuring
|
|
|
|
|
|
1,096
|
|
|
|
|
|
-
|
|
|
|
|
|
3,003
|
|
|
|
|
|
-
|
|
|
Goodwill impairment
|
|
|
|
|
|
540,400
|
|
|
|
|
|
-
|
|
|
|
|
|
540,400
|
|
|
|
|
|
-
|
|
|
Adjusted EBITDA
|
|
|
|
|
$
|
73,717
|
|
|
|
|
$
|
86,626
|
|
|
|
|
$
|
234,024
|
|
|
|
|
$
|
232,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free Cash Flow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
|
|
$
|
66,109
|
|
|
|
|
$
|
50,030
|
|
|
|
|
$
|
153,801
|
|
|
|
|
$
|
167,116
|
|
|
Acquisitions of property, plant, and equipment
|
|
|
|
|
|
(17,087
|
)
|
|
|
|
|
(17,791
|
)
|
|
|
|
|
(45,799
|
)
|
|
|
|
|
(45,507
|
)
|
|
Free Cash Flow
|
|
|
|
|
$
|
49,022
|
|
|
|
|
$
|
32,239
|
|
|
|
|
$
|
108,002
|
|
|
|
|
$
|
121,609
|
|
