Comverge's demand response, energy efficiency and customer engagement
solutions complement Itron's strategy to provide more value to utilities
and their customers
Itron to host webcast today at 12:00 p.m. EDT to discuss the
transaction
LIBERTY LAKE, Wash.--(BUSINESS WIRE)--
Itron, Inc. (NASDAQ: ITRI), a world-leading technology and services
company dedicated to the resourceful use of energy and water, announced
today that it has signed a definitive agreement to acquire privately
held Comverge by purchasing its parent company, Peak Holding Corp., in a
cash transaction valued at approximately $100 million. The acquisition
combines a world-leader in gas, water, electricity and smart cities
solutions with a longtime leader of demand response, which expands the
scope of smart grid offerings for the industry.
"The acquisition of Comverge enables Itron to offer a unique solution
set that brings Comverge's demand management solutions to the edge of
the network using OpenWay Riva's edge intelligence and processing
capabilities. This will enable utilities to better integrate distributed
energy resources and optimize grid performance and reliability. With
this acquisition, we are delivering even more value for our customers on
top of industry-leading AMI and smart grid solutions enabling a robust,
active grid," said Philip Mezey, Itron's president and chief executive
officer.
Comverge is an industry-leading provider of integrated cloud-based
demand response, energy efficiency and customer engagement solutions
that enable electric utilities to ensure grid reliability, lower energy
costs, meet regulatory demands and enhance the customer experience.
Through its combination of software, hardware and services, Comverge
helps utilities optimize every aspect of a demand management program,
from participant recruitment and device installation to call center
support, control events, and measurement and verification. Comverge has
enrolled and deployed nearly 3 million energy management devices into
mass market demand management programs. In 2016, the company generated
$60 million in revenue.
"There are tremendous opportunities that exist, between our
technologies, operations and customer relationships. The combination of
Comverge and Itron is beneficial for both companies and, most
importantly, to our employees and customers," said Gregory Dukat,
Comverge's chairman, president and chief executive officer. "We've spent
the last several years successfully pivoting from a hardware-oriented
demand response company to a software and services company focused on
delivering increased value to our customers. By integrating with Itron's
platform, we create a more compelling offer that leverages data and
analytics to optimize the management of distributed energy resources,
delivering even greater customer value."
Excluding acquisition and integration-related costs, amortization of
acquired intangible assets and purchase accounting adjustments, the
company anticipates the acquisition will be neutral to non-GAAP earnings
per share in 2017 and accretive beginning in 2018. The transaction is
expected to close in the second quarter of 2017, subject to customary
closing conditions.
Company Webcast
Itron will host a webcast on May 8, 2017, at 12:00 p.m. EDT to discuss
this transaction. The call will be webcast in a listen-only mode. The
webcast and presentation materials will be made available 10 minutes
before the start of the call and will be accessible on Itron's website
at http://investors.itron.com/events.cfm.
A replay of the audio webcast will be made available at http://investors.itron.com/events.cfm.
A telephone replay of the conference call will be available through May
13, 2017. To access the telephone replay, dial (888) 203-1112 (Domestic)
or (719) 457-0820 (International) and enter passcode 2028923.
About Itron
Itron is a world-leading technology and services company dedicated to
the resourceful use of energy and water. We provide comprehensive
solutions that measure, manage and analyze energy and water. Our broad
product portfolio includes electricity, gas, water and thermal energy
measurement devices and control technology; communications systems;
software; as well as managed and consulting services. With thousands of
employees supporting nearly 8,000 customers in more than 100 countries,
Itron applies knowledge and technology to better manage energy and water
resources. Together, we can create a more resourceful world. Join us: www.itron.com.
Itron® and OpenWay® are registered trademarks 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.
Forward-Looking Statements
This release contains forward-looking statements within in the meaning
of the Private Securities Litigation Reform Act of 1995. These
statements relate to our expectations about revenues, operations,
financial performance, earnings, earnings per share, cash flows, the
closing of the Comverge transaction and synergies related to the
Comverge acquisition and its integration. 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. Some of
the factors that we believe could affect our results include our ability
to close the Comverge transaction, our ability to execute on the
integration of Comverge, our ability to achieve estimated synergies, the
market for Comverge's products and other factors that are more fully
described in our Annual Report on Form 10-K for the year ended December
31, 2016, 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 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, adjusted
EBITDA margin, constant currency 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. We exclude certain
costs in our non-GAAP financial measures as we believe the net result is
a measure of our core business. The company believes 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. 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 our 10-K for the year ended Dec. 31, 2016.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170508005331/en/
Itron, Inc.
Media:
Sharelynn Moore, 509-891-3524
Vice
President, Global Marketing and Public Affairs
or
Investors:
Barbara
Doyle, 509-891-3443
Vice President, Investor Relations
Source: Itron, Inc.
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