Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities
and cities manage energy and water, announced today financial
results for its third quarter ended September 30, 2024. Key
results for the quarter include (compared with the third quarter of
2023):
- Revenue of $615 million, increased
10%;
- Gross profit of $210 million,
increased 12%;
- GAAP net income attributable to
Itron, Inc. of $78 million, increased $38 million;
- GAAP diluted earnings per share of
$1.70, increased $0.83 per share;
- Non-GAAP diluted EPS of $1.84,
increased $0.86 per share;
- Adjusted EBITDA of $89 million,
increased 29%; and
- Free cash flow of $59 million,
increased $30 million.
"Operational momentum continued during the third quarter and
solid execution by our team led to results ahead of expectations.”
said Tom Deitrich, Itron’s president and CEO. “The market, fueled
by growth in energy and water demand, and increasing need to make
infrastructure more agile aligns with Itron’s grid edge
intelligence platform, uniquely positioning us to help our
customers meet or exceed their objectives.”
Summary of Third Quarter Consolidated
Financial Results(All comparisons made are against the
prior year period unless otherwise noted)
RevenueTotal third quarter revenue increased
10%, to $615 million, due to strong operational execution.
Device Solutions revenue increased 11%, or 10%
in constant currency, due primarily to growth in smart water and
electric demand.
Networked Solutions revenue increased 8%, due
primarily to increased new projects and ongoing deployments.
Outcomes revenue increased 17%, or 16% in
constant currency, due primarily to an increase in recurring
revenue, services, and software.
Gross MarginItron's third quarter gross margin
of 34.1% increased 70 basis points from the prior year due to
operational efficiencies.
Operating Expenses and Operating IncomeGAAP
operating expenses of $136 million increased $3 million from the
prior year. Non-GAAP operating expenses of $131
million increased $2 million.
GAAP operating income of $74 million was
$19 million higher than the prior year and non-GAAP operating
income of $79 million was $20 million higher than the
prior year. Both increases were due to higher gross profit,
partially offset by higher operating expenses.
Net Income and Earnings per ShareNet income
attributable to Itron, Inc. for the quarter was $78 million,
or $1.70 per diluted share, compared with net income attributable
to Itron, Inc. of $40 million, or $0.87 per diluted share in
2023. The increase was driven by higher GAAP operating income and
interest income, and less tax expense.
Non-GAAP net income attributable to Itron, Inc.,
which excludes the expenses associated with amortization of
intangible assets, amortization of debt placement fees,
restructuring, loss on sale of business, strategic initiatives,
acquisition and integration, and the tax effect of excluding these
expenses, was $84 million, or $1.84 per diluted share, compared
with $45 million, or $0.98 per diluted share, in 2023. The increase
was due to higher non-GAAP operating income and interest income,
and less tax expense.
Both GAAP and Non-GAAP net income and EPS
benefited from a favorable resolution of a foreign tax audit
resulting in an increase in net income of approximately $14 million
or $0.30 cents per diluted share.
Cash FlowNet cash provided by operating
activities was $65 million in the third quarter compared with $34
million in the prior year. Free cash flow was $59 million in the
third quarter compared with $28 million in the prior year. The
increase in free cash flow was primarily due to higher
earnings.
Other Measures
Total backlog at quarter end was $4.0 billion
compared with $4.2 billion in the prior year. Bookings in the
quarter totaled $487 million.
Q4 2024 Outlook and Full Year 2024 Guidance
Update
Outlook for the fourth quarter of 2024 is as follows:
- Revenue between $600 and $610 million
- Non-GAAP diluted EPS between $1.00 and $1.10
Itron's guidance for the full year 2024 has been updated as
follows:
- Revenue between $2.428 to $2.438 billion vs. prior guidance of
$2.385 to $2.415 billion
- Non-GAAP diluted EPS between $5.28 to $5.38 vs. prior guidance
of $4.45 to $4.65
Earnings Conference CallItron
will host a conference call to discuss the financial results
contained in this release at 10 a.m. EDT on October 31, 2024.
Interested parties may listen to the conference call on a live
webcast. The webcast, along with a supplemental presentation, may
be accessed from the company’s website at
https://investors.itron.com/events-presentations. Participants
should access the webcast 10 minutes prior to the start of the
call. A webcast replay of the conference call will be available
through November 8, 2024 and may be accessed on the company's
website at https://investors.itron.com/events-presentations.
About ItronItron is a proven global leader in
energy, water, smart city, IIoT and intelligent infrastructure
services. For utilities, cities and society, we build innovative
systems, create new efficiencies, connect communities, encourage
conservation and increase resourcefulness. By safeguarding our
invaluable natural resources today and tomorrow, we improve the
quality of life for people around the world. Join us:
www.itron.com
Itron® is a registered trademark of Itron, Inc. All third-party
trademarks are property of their respective owners and any usage
herein does not suggest or imply any relationship between Itron and
the third party unless expressly stated.
Cautionary Note Regarding Forward
Looking StatementsThis release contains, and our officers
and representatives may from time to time make, "forward-looking
statements" within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are neither historical factors nor
assurances of future performance. These statements are based on our
expectations about, among others, revenues, operations, financial
performance, earnings, liquidity, earnings per share, cash flows
and restructuring activities including headcount reductions and
other cost savings initiatives. This document reflects our current
strategy, plans and expectations and is based on information
currently available as of the date of this release. When we use
words such as "expect", "intend", "anticipate", "believe", "plan",
"goal", "seek", "project", "estimate", "future", "strategy",
"objective", "may", "likely", "should", "will", "will continue",
and similar expressions, including related to future periods, they
are intended to identify forward-looking statements.
Forward-looking statements rely on a number of assumptions and
estimates. Although we believe the estimates and assumptions upon
which these forward-looking statements are based are reasonable,
any of these estimates or assumptions could prove to be inaccurate
and the forward-looking statements based on these estimates and
assumptions could be incorrect. Our operations involve risks and
uncertainties, many of which are outside our control, and any one
of which, or a combination of which, could materially affect our
results of operations and whether the forward-looking statements
ultimately prove to be correct. Actual results and trends in the
future may differ materially from those suggested or implied by the
forward-looking statements depending on a variety of factors.
Therefore, you should not rely on any of these forward-looking
statements. Some of the factors that we believe could affect our
results include our ability to execute on our restructuring plans,
our ability to achieve estimated cost savings, the rate and timing
of customer demand for our products, rescheduling of current
customer orders, changes in estimated liabilities for product
warranties, adverse impacts of litigation, 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, uncertainties
caused by adverse economic conditions, including without limitation
those resulting from extraordinary events or circumstances and
other factors that are more fully described in Part I, Item 1A:
Risk Factors included in our Annual Report on Form 10-K for the
year ended Dec. 31, 2023 and other reports on file with the
Securities and Exchange Commission. Itron undertakes no obligation
to update or revise any information in this press release.
Non-GAAP Financial Information
To supplement our consolidated financial
statements, which are prepared in accordance with accounting
principles generally accepted in the United States (GAAP), we use
certain adjusted or non-GAAP financial measures, including non-GAAP
operating expense, non-GAAP operating income, non-GAAP net income,
non-GAAP diluted earnings per share (EPS), adjusted EBITDA, free
cash flow, and constant currency. 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. We
exclude certain costs in our non-GAAP financial measures as we
believe the net result is a measure of our core business. We
believe these measures facilitate operating performance comparisons
from period to period by eliminating potential differences caused
by the existence and timing of certain expense items that would not
otherwise be apparent on a GAAP basis. Non-GAAP performance
measures should be considered in addition to, and not as a
substitute for, results prepared in accordance with GAAP. We
strongly encourage investors and shareholders to review our
financial statements and publicly-filed reports in their entirety
and not to rely on any single financial measure. Our non-GAAP
financial measures may be different from those reported by other
companies. When providing future outlooks and/or earnings guidance,
a reconciliation of forward-looking non-GAAP diluted EPS to the
GAAP diluted EPS has not been provided because we are unable to
predict with reasonable certainty the potential amount or timing of
restructuring related expenses and their related tax effects
without unreasonable effort. These costs are uncertain, depend on
various factors and could have a material impact on GAAP results
for the guidance period. 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.
For additional information, contact:
Itron, Inc.
Paul VincentVice President, Investor Relations(512) 560-1172
David MeansDirector, Investor Relations(737)
242-8448Investors@itron.com
Itron, Inc.
- LinkedIn: https://www.linkedin.com/company/itroninc
- X: https://twitter.com/ItronInc
- Newsroom: https://itron.com/newsroom
- Blog: https://itron.com/blog
ITRON, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
|
|
|
|
|
|
|
(Unaudited, in
thousands, except per share data) |
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
|
2024 |
|
|
2023 |
|
|
|
2024 |
|
|
2023 |
|
Revenues |
|
|
|
|
|
|
Product
revenues |
$ |
538,249 |
|
$ |
480,355 |
|
|
$ |
1,598,978 |
|
$ |
1,361,482 |
|
|
Service
revenues |
|
77,213 |
|
|
80,417 |
|
|
|
228,995 |
|
|
234,978 |
|
|
|
Total revenues |
|
615,462 |
|
|
560,772 |
|
|
|
1,827,973 |
|
|
1,596,460 |
|
Cost of
revenues |
|
|
|
|
|
|
Product cost of
revenues |
|
362,579 |
|
|
332,035 |
|
|
|
1,076,033 |
|
|
951,666 |
|
|
Service cost of
revenues |
|
43,285 |
|
|
41,534 |
|
|
|
126,503 |
|
|
127,276 |
|
|
|
Total cost of revenues |
|
405,864 |
|
|
373,569 |
|
|
|
1,202,536 |
|
|
1,078,942 |
|
Gross profit |
|
209,598 |
|
|
187,203 |
|
|
|
625,437 |
|
|
517,518 |
|
|
|
|
|
|
|
|
|
Operating
expenses |
|
|
|
|
|
|
Sales, general and
administrative |
|
79,639 |
|
|
76,576 |
|
|
|
254,023 |
|
|
231,176 |
|
|
Research and
development |
|
51,237 |
|
|
51,644 |
|
|
|
156,691 |
|
|
154,769 |
|
|
Amortization of
intangible assets |
|
4,814 |
|
|
4,663 |
|
|
|
13,311 |
|
|
14,433 |
|
|
Restructuring |
|
(723 |
) |
|
(615 |
) |
|
|
(624 |
) |
|
36,868 |
|
|
Loss on sale of
business |
|
698 |
|
|
45 |
|
|
|
656 |
|
|
675 |
|
|
|
Total operating expenses |
|
135,665 |
|
|
132,313 |
|
|
|
424,057 |
|
|
437,921 |
|
|
|
|
|
|
|
|
|
Operating
income |
|
73,933 |
|
|
54,890 |
|
|
|
201,380 |
|
|
79,597 |
|
Other income
(expense) |
|
|
|
|
|
|
Interest
income |
|
13,420 |
|
|
2,642 |
|
|
|
22,394 |
|
|
5,968 |
|
|
Interest
expense |
|
(5,605 |
) |
|
(2,445 |
) |
|
|
(9,788 |
) |
|
(6,479 |
) |
|
Other income
(expense), net |
|
677 |
|
|
646 |
|
|
|
695 |
|
|
(1,162 |
) |
|
|
Total other income
(expense) |
|
8,492 |
|
|
843 |
|
|
|
13,301 |
|
|
(1,673 |
) |
|
|
|
|
|
|
|
|
Income before
income taxes |
|
82,425 |
|
|
55,733 |
|
|
|
214,681 |
|
|
77,924 |
|
Income tax
provision |
|
(3,515 |
) |
|
(15,388 |
) |
|
|
(32,124 |
) |
|
(24,513 |
) |
Net income |
|
78,910 |
|
|
40,345 |
|
|
|
182,557 |
|
|
53,411 |
|
|
Net income
attributable to noncontrolling interests |
|
951 |
|
|
173 |
|
|
|
1,559 |
|
|
874 |
|
Net income
attributable to Itron, Inc. |
$ |
77,959 |
|
$ |
40,172 |
|
|
$ |
180,998 |
|
$ |
52,537 |
|
|
|
|
|
|
|
|
|
Net income per
common share - Basic |
$ |
1.73 |
|
$ |
0.88 |
|
|
$ |
3.98 |
|
$ |
1.16 |
|
Net income per
common share - Diluted |
$ |
1.70 |
|
$ |
0.87 |
|
|
$ |
3.91 |
|
$ |
1.15 |
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding - Basic |
|
44,982 |
|
|
45,462 |
|
|
|
45,458 |
|
|
45,393 |
|
Weighted average
common shares outstanding - Diluted |
|
45,839 |
|
|
45,950 |
|
|
|
46,239 |
|
|
45,768 |
|
|
ITRON, INC. |
SEGMENT INFORMATION |
|
|
|
|
|
|
|
|
(Unaudited, in
thousands) |
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
|
2024 |
|
|
2023 |
|
|
|
2024 |
|
|
2023 |
|
Product
revenues |
|
|
|
|
|
|
Device
Solutions |
$ |
122,119 |
|
$ |
110,138 |
|
|
$ |
365,956 |
|
$ |
340,098 |
|
|
Networked
Solutions |
|
390,201 |
|
|
352,771 |
|
|
|
1,158,857 |
|
|
964,909 |
|
|
Outcomes |
|
25,929 |
|
|
17,446 |
|
|
|
74,165 |
|
|
56,475 |
|
|
|
Total Company |
$ |
538,249 |
|
$ |
480,355 |
|
|
$ |
1,598,978 |
|
$ |
1,361,482 |
|
|
|
|
|
|
|
|
|
Service
revenues |
|
|
|
|
|
|
Device
Solutions |
$ |
619 |
|
$ |
631 |
|
|
$ |
2,084 |
|
$ |
2,085 |
|
|
Networked
Solutions |
|
26,512 |
|
|
32,200 |
|
|
|
78,076 |
|
|
94,460 |
|
|
Outcomes |
|
50,082 |
|
|
47,586 |
|
|
|
148,835 |
|
|
138,433 |
|
|
|
Total Company |
$ |
77,213 |
|
$ |
80,417 |
|
|
$ |
228,995 |
|
$ |
234,978 |
|
|
|
|
|
|
|
|
|
Total
revenues |
|
|
|
|
|
|
Device
Solutions |
$ |
122,738 |
|
$ |
110,769 |
|
|
$ |
368,040 |
|
$ |
342,183 |
|
|
Networked
Solutions |
|
416,713 |
|
|
384,971 |
|
|
|
1,236,933 |
|
|
1,059,369 |
|
|
Outcomes |
|
76,011 |
|
|
65,032 |
|
|
|
223,000 |
|
|
194,908 |
|
|
|
Total Company |
$ |
615,462 |
|
$ |
560,772 |
|
|
$ |
1,827,973 |
|
$ |
1,596,460 |
|
|
|
|
|
|
|
|
|
Gross
profit |
|
|
|
|
|
|
Device
Solutions |
$ |
33,342 |
|
$ |
26,919 |
|
|
$ |
94,637 |
|
$ |
75,351 |
|
|
Networked
Solutions |
|
149,648 |
|
|
135,203 |
|
|
|
452,830 |
|
|
362,852 |
|
|
Outcomes |
|
26,608 |
|
|
25,081 |
|
|
|
77,970 |
|
|
79,315 |
|
|
|
Total Company |
$ |
209,598 |
|
$ |
187,203 |
|
|
$ |
625,437 |
|
$ |
517,518 |
|
|
|
|
|
|
|
|
|
Operating
income |
|
|
|
|
|
|
Device
Solutions |
$ |
26,485 |
|
$ |
17,675 |
|
|
$ |
71,913 |
|
$ |
45,837 |
|
|
Networked
Solutions |
|
115,231 |
|
|
102,503 |
|
|
|
349,353 |
|
|
266,052 |
|
|
Outcomes |
|
11,186 |
|
|
10,280 |
|
|
|
30,928 |
|
|
35,867 |
|
|
Corporate
unallocated |
|
(78,969 |
) |
|
(75,568 |
) |
|
|
(250,814 |
) |
|
(268,159 |
) |
|
|
Total Company |
$ |
73,933 |
|
$ |
54,890 |
|
|
$ |
201,380 |
|
$ |
79,597 |
|
|
|
|
|
|
|
|
|
Total
Gross Margin |
|
34.1 |
% |
|
33.4 |
% |
|
|
34.2 |
% |
|
32.4 |
% |
|
ITRON, INC. |
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
|
(Unaudited, in
thousands) |
September 30, 2024 |
|
December 31, 2023 |
ASSETS |
|
|
|
Current
assets |
|
|
|
|
Cash and cash
equivalents |
$ |
982,507 |
|
|
$ |
302,049 |
|
|
Accounts
receivable, net |
|
338,769 |
|
|
|
303,821 |
|
|
Inventories |
|
276,616 |
|
|
|
283,686 |
|
|
Other current
assets |
|
156,642 |
|
|
|
159,882 |
|
|
|
Total current assets |
|
1,754,534 |
|
|
|
1,049,438 |
|
|
|
|
|
|
|
Property, plant,
and equipment, net |
|
120,449 |
|
|
|
128,806 |
|
Deferred tax
assets, net |
|
290,259 |
|
|
|
247,211 |
|
Other long-term
assets |
|
40,804 |
|
|
|
38,836 |
|
Operating lease
right-of-use assets, net |
|
37,641 |
|
|
|
41,186 |
|
Intangible assets,
net |
|
47,969 |
|
|
|
46,282 |
|
Goodwill |
|
1,073,757 |
|
|
|
1,052,504 |
|
|
|
Total assets |
$ |
3,365,413 |
|
|
$ |
2,604,263 |
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
Current
liabilities |
|
|
|
|
Accounts
payable |
$ |
152,510 |
|
|
$ |
199,520 |
|
|
Other current
liabilities |
|
61,151 |
|
|
|
54,407 |
|
|
Wages and benefits
payable |
|
118,634 |
|
|
|
135,803 |
|
|
Taxes payable |
|
14,273 |
|
|
|
8,636 |
|
|
Current portion of
warranty |
|
13,807 |
|
|
|
14,663 |
|
|
Unearned
revenue |
|
161,096 |
|
|
|
124,207 |
|
|
|
Total current liabilities |
|
521,471 |
|
|
|
537,236 |
|
|
|
|
|
|
|
Long-term debt,
net |
|
1,240,950 |
|
|
|
454,827 |
|
Long-term
warranty |
|
7,925 |
|
|
|
7,501 |
|
Pension benefit
obligation |
|
64,886 |
|
|
|
63,887 |
|
Deferred tax
liabilities, net |
|
622 |
|
|
|
697 |
|
Operating lease
liabilities |
|
28,820 |
|
|
|
32,656 |
|
Other long-term
obligations |
|
132,052 |
|
|
|
176,028 |
|
|
|
Total liabilities |
|
1,996,726 |
|
|
|
1,272,832 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
Common stock |
|
1,673,916 |
|
|
|
1,820,510 |
|
|
Accumulated other
comprehensive loss, net |
|
(78,186 |
) |
|
|
(81,190 |
) |
|
Accumulated
deficit |
|
(247,411 |
) |
|
|
(428,409 |
) |
|
|
Total Itron, Inc.
shareholders' equity |
|
1,348,319 |
|
|
|
1,310,911 |
|
|
Noncontrolling
interests |
|
20,368 |
|
|
|
20,520 |
|
|
|
Total equity |
|
1,368,687 |
|
|
|
1,331,431 |
|
|
|
Total liabilities and
equity |
$ |
3,365,413 |
|
|
$ |
2,604,263 |
|
|
ITRON, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
|
(Unaudited, in
thousands) |
Nine Months Ended September 30, |
|
|
|
|
2024 |
|
|
|
2023 |
|
Operating
activities |
|
|
|
|
Net income |
$ |
182,557 |
|
|
$ |
53,411 |
|
|
Adjustments to
reconcile net income to net cash provided by operating
activities: |
|
|
|
|
|
Depreciation and amortization
of intangible assets |
|
40,979 |
|
|
|
42,013 |
|
|
|
Non-cash operating lease
expense |
|
11,481 |
|
|
|
12,197 |
|
|
|
Stock-based compensation |
|
32,067 |
|
|
|
20,531 |
|
|
|
Amortization of prepaid debt
fees |
|
3,669 |
|
|
|
2,761 |
|
|
|
Deferred taxes, net |
|
(17,509 |
) |
|
|
1,938 |
|
|
|
Loss on sale of business |
|
656 |
|
|
|
675 |
|
|
|
Restructuring, non-cash |
|
(171 |
) |
|
|
910 |
|
|
|
Other adjustments, net |
|
(838 |
) |
|
|
(318 |
) |
Changes in
operating assets and liabilities, net of acquisition and sale of
business: |
|
|
|
|
Accounts
receivable |
|
(31,169 |
) |
|
|
(37,832 |
) |
|
Inventories |
|
5,532 |
|
|
|
(48,280 |
) |
|
Other current
assets |
|
4,102 |
|
|
|
(43,240 |
) |
|
Other long-term
assets |
|
(1,391 |
) |
|
|
3,392 |
|
|
Accounts payable,
other current liabilities, and taxes payable |
|
(39,054 |
) |
|
|
220 |
|
|
Wages and benefits
payable |
|
(18,010 |
) |
|
|
17,361 |
|
|
Unearned
revenue |
|
33,453 |
|
|
|
38,619 |
|
|
Warranty |
|
(476 |
) |
|
|
(2,177 |
) |
|
Restructuring |
|
(19,816 |
) |
|
|
23,966 |
|
|
Other operating,
net |
|
(27,736 |
) |
|
|
(9,071 |
) |
|
|
Net cash provided by operating
activities |
|
158,326 |
|
|
|
77,076 |
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
Net proceeds
(payments) related to the sale of business |
|
405 |
|
|
|
(772 |
) |
|
Acquisitions of
property, plant, and equipment |
|
(20,878 |
) |
|
|
(18,304 |
) |
|
Business
acquisitions, net of cash and cash equivalents acquired |
|
(34,126 |
) |
|
|
— |
|
|
Other investing,
net |
|
212 |
|
|
|
73 |
|
|
|
Net cash used in investing
activities |
|
(54,387 |
) |
|
|
(19,003 |
) |
|
|
|
|
|
|
Financing
activities |
|
|
|
|
Proceeds from
borrowings |
|
805,000 |
|
|
|
— |
|
|
Issuance of common
stock |
|
4,317 |
|
|
|
2,366 |
|
|
Payments on call
spread for convertible offering |
|
(108,997 |
) |
|
|
— |
|
|
Repurchase of
common stock |
|
(100,000 |
) |
|
|
— |
|
|
Prepaid debt
fees |
|
(21,617 |
) |
|
|
(517 |
) |
|
Other financing,
net |
|
(2,618 |
) |
|
|
(4,488 |
) |
|
|
Net cash provided by (used in)
financing activities |
|
576,085 |
|
|
|
(2,639 |
) |
|
|
|
|
|
|
Effect of foreign
exchange rate changes on cash and cash equivalents |
|
434 |
|
|
|
(2,670 |
) |
Increase in cash
and cash equivalents |
|
680,458 |
|
|
|
52,764 |
|
Cash and cash
equivalents at beginning of period |
|
302,049 |
|
|
|
202,007 |
|
Cash and cash
equivalents at end of period |
$ |
982,507 |
|
|
$ |
254,771 |
|
|
About Non-GAAP Financial
Measures
To supplement our consolidated financial
statements, which are prepared 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, free cash flow, and constant
currency. 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, and other companies may define such measures
differently. For a reconciliation of each non-GAAP measure to the
most comparable financial measure prepared and presented in
accordance with GAAP, please see the table captioned
Reconciliations of Non-GAAP Financial Measures to the Most Directly
Comparable GAAP Financial
Measures.
We use these non-GAAP financial measures for
financial and operational decision making and/or 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 certain discrete cash
and non-cash charges, such as restructuring, loss on sale of
business, strategic initiative expenses, or acquisition and
integration related expenses. 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 analyze the health of our business.
Non-GAAP operating expenses and non-GAAP
operating income – We define non-GAAP operating expenses as
operating expenses excluding certain expenses related to the
amortization of intangible assets, restructuring, loss on sale of
business, strategic initiative expenses, and acquisition and
integration related expenses. We define non-GAAP operating income
as operating income excluding the expenses related to the
amortization of intangible assets, restructuring, loss on sale of
business, strategic initiative expenses, and acquisition and
integration related expenses. Acquisition and integration related
expenses include costs, which are incurred to affect and integrate
business combinations, such as professional fees, certain employee
retention and salaries related to integration, severances, contract
terminations, travel costs related to knowledge transfer, system
conversion costs, and asset impairment charges. We consider these
non-GAAP financial measures to be useful metrics for management and
investors because they exclude the effect of expenses that are not
related to our core operating results. 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, in certain periods, expenses
related to amortization of intangible assets may decrease, which
would improve 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 expenses and
non-GAAP operating income versus operating expenses and operating
income calculated in accordance with GAAP. We compensate for these
limitations by providing specific information about the GAAP
amounts excluded from 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
operating income.
Non-GAAP net income and non-GAAP diluted EPS –
We define non-GAAP net income as net income attributable to Itron,
Inc. excluding the expenses associated with amortization of
intangible assets, amortization of debt placement fees,
restructuring, loss on sale of business, strategic initiative
expenses, acquisition and integration related expenses, and the tax
effect of excluding these expenses. We define non-GAAP diluted EPS
as non-GAAP net income divided by diluted weighted-average shares
outstanding during the period calculated on a GAAP basis and then
reduced to reflect any anti-dilutive impact of the convertible
notes hedge transactions. 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 attributable to Itron, Inc. and
GAAP diluted EPS.
For interim periods the budgeted annual
effective tax rate (AETR) is used, adjusted for any discrete items,
as defined in Accounting Standards Codification (ASC) 740 - Income
Taxes. The budgeted AETR is determined at the beginning of the
fiscal year. The AETR is revised throughout the year based on
changes to our full-year forecast. If the revised AETR increases or
decreases by 200 basis points or more from the budgeted AETR due to
changes in the full-year forecast during the year, the revised AETR
is used in place of the budgeted AETR beginning with the quarter
the 200 basis point threshold is exceeded and going forward for all
subsequent interim quarters in the year. We continue to assess the
AETR based on latest forecast throughout the year and use the most
recent AETR anytime it increases or decreases by 200 basis points
or more from the prior interim period.
Adjusted EBITDA – We define adjusted EBITDA as
net income (a) minus interest income, (b) plus interest expense,
depreciation and amortization, restructuring, loss on sale of
business, strategic initiative expenses, acquisition and
integration related expenses, and (c) excluding income tax
provision or benefit. 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. We compensate for
these limitations 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 adjusted EBITDA apply to our use of free cash flow. We
compensate for these limitations by providing specific information
regarding the GAAP amounts in the reconciliation.
Constant currency – We refer to the impact of
foreign currency exchange rate fluctuations in our discussions of
financial results, which references the differences between the
foreign currency exchange rates used to translate operating results
from the entity's functional currency into U.S. dollars for
financial reporting purposes. We also use the term "constant
currency", which represents financial results adjusted to exclude
changes in foreign currency exchange rates as compared with the
rates in the comparable prior year period. We calculate the
constant currency change as the difference between the current
period results and the comparable prior period's results restated
using current period foreign currency exchange rates.
The tables below reconcile the non-GAAP
financial measures of operating expenses, operating income, net
income, diluted EPS, adjusted EBITDA, and free cash flow with the
most directly comparable GAAP financial measures.
ITRON, INC. |
RECONCILIATIONS OF NON-GAAP FINANCIAL
MEASURES |
TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL
MEASURES |
(Unaudited, in
thousands, except per share data) |
|
|
|
|
|
|
TOTAL COMPANY RECONCILIATIONS |
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
2024 |
|
|
2023 |
|
|
|
NON-GAAP
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
GAAP operating
expenses |
$ |
135,665 |
|
$ |
132,313 |
|
|
$ |
424,057 |
|
$ |
437,921 |
|
|
|
|
|
Amortization of intangible
assets |
|
(4,814 |
) |
|
(4,663 |
) |
|
|
(13,311 |
) |
|
(14,433 |
) |
|
|
|
|
Restructuring |
|
723 |
|
|
615 |
|
|
|
624 |
|
|
(36,868 |
) |
|
|
|
|
Loss on sale of business |
|
(698 |
) |
|
(45 |
) |
|
|
(656 |
) |
|
(675 |
) |
|
|
|
|
Strategic initiative |
|
— |
|
|
5 |
|
|
|
— |
|
|
5 |
|
|
|
|
|
Acquisition and
integration |
|
(248 |
) |
|
(28 |
) |
|
|
(656 |
) |
|
(117 |
) |
|
|
|
Non-GAAP operating
expenses |
$ |
130,628 |
|
$ |
128,197 |
|
|
$ |
410,058 |
|
$ |
385,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-GAAP
OPERATING INCOME |
|
|
|
|
|
|
|
|
GAAP operating
income |
$ |
73,933 |
|
$ |
54,890 |
|
|
$ |
201,380 |
|
$ |
79,597 |
|
|
|
|
|
Amortization of intangible
assets |
|
4,814 |
|
|
4,663 |
|
|
|
13,311 |
|
|
14,433 |
|
|
|
|
|
Restructuring |
|
(723 |
) |
|
(615 |
) |
|
|
(624 |
) |
|
36,868 |
|
|
|
|
|
Loss on sale of business |
|
698 |
|
|
45 |
|
|
|
656 |
|
|
675 |
|
|
|
|
|
Strategic initiative |
|
— |
|
|
(5 |
) |
|
|
— |
|
|
(5 |
) |
|
|
|
|
Acquisition and
integration |
|
248 |
|
|
28 |
|
|
|
656 |
|
|
117 |
|
|
|
|
Non-GAAP operating
income |
$ |
78,970 |
|
$ |
59,006 |
|
|
$ |
215,379 |
|
$ |
131,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-GAAP
NET INCOME & DILUTED EPS |
|
|
|
|
|
|
|
|
GAAP net income
attributable to Itron, Inc. |
$ |
77,959 |
|
$ |
40,172 |
|
|
$ |
180,998 |
|
$ |
52,537 |
|
|
|
|
|
Amortization of intangible
assets |
|
4,814 |
|
|
4,663 |
|
|
|
13,311 |
|
|
14,433 |
|
|
|
|
|
Amortization of debt placement
fees |
|
1,759 |
|
|
897 |
|
|
|
3,538 |
|
|
2,629 |
|
|
|
|
|
Restructuring |
|
(723 |
) |
|
(615 |
) |
|
|
(624 |
) |
|
36,868 |
|
|
|
|
|
Loss on sale of business |
|
698 |
|
|
45 |
|
|
|
656 |
|
|
675 |
|
|
|
|
|
Strategic initiative |
|
— |
|
|
(5 |
) |
|
|
— |
|
|
(5 |
) |
|
|
|
|
Acquisition and
integration |
|
248 |
|
|
28 |
|
|
|
656 |
|
|
117 |
|
|
|
|
|
Income tax effect of non-GAAP
adjustments |
|
(504 |
) |
|
(293 |
) |
|
|
(891 |
) |
|
(10,156 |
) |
|
|
|
Non-GAAP net
income attributable to Itron, Inc. |
$ |
84,251 |
|
$ |
44,892 |
|
|
$ |
197,644 |
|
$ |
97,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP diluted
EPS |
$ |
1.84 |
|
$ |
0.98 |
|
|
$ |
4.27 |
|
$ |
2.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP weighted
average common shares outstanding - Diluted |
|
45,839 |
|
|
45,950 |
|
|
|
46,239 |
|
|
45,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
ADJUSTED
EBITDA |
|
|
|
|
|
|
|
|
GAAP net income
attributable to Itron, Inc. |
$ |
77,959 |
|
$ |
40,172 |
|
|
$ |
180,998 |
|
$ |
52,537 |
|
|
|
|
|
Interest income |
|
(13,420 |
) |
|
(2,642 |
) |
|
|
(22,394 |
) |
|
(5,968 |
) |
|
|
|
|
Interest expense |
|
5,605 |
|
|
2,445 |
|
|
|
9,788 |
|
|
6,479 |
|
|
|
|
|
Income tax provision |
|
3,515 |
|
|
15,388 |
|
|
|
32,124 |
|
|
24,513 |
|
|
|
|
|
Depreciation and
amortization |
|
14,716 |
|
|
13,645 |
|
|
|
40,979 |
|
|
42,013 |
|
|
|
|
|
Restructuring |
|
(723 |
) |
|
(615 |
) |
|
|
(624 |
) |
|
36,868 |
|
|
|
|
|
Loss on sale of business |
|
698 |
|
|
45 |
|
|
|
656 |
|
|
675 |
|
|
|
|
|
Strategic initiative |
|
— |
|
|
(5 |
) |
|
|
— |
|
|
(5 |
) |
|
|
|
|
Acquisition and
integration |
|
248 |
|
|
28 |
|
|
|
656 |
|
|
117 |
|
|
|
|
Adjusted
EBITDA |
$ |
88,598 |
|
$ |
68,461 |
|
|
$ |
242,183 |
|
$ |
157,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
FREE CASH
FLOW |
|
|
|
|
|
|
|
|
Net cash provided
by operating activities |
$ |
65,301 |
|
$ |
34,087 |
|
|
$ |
158,326 |
|
$ |
77,076 |
|
|
|
|
|
Acquisitions of property,
plant, and equipment |
|
(6,623 |
) |
|
(5,806 |
) |
|
|
(20,878 |
) |
|
(18,304 |
) |
|
|
|
Free Cash
Flow |
$ |
58,678 |
|
$ |
28,281 |
|
|
$ |
137,448 |
|
$ |
58,772 |
|
|
|
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