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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 16, 2003
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(Date of Report)
ITRON, INC.
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(Exact Name of Registrant as Specified in Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
2818 N. Sullivan Road, Spokane, WA 99216
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(Address of Principal Executive Offices, including Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Exhibits. The following item is attached as an exhibit hereto:
(c) Exhibits.
Exhibit No. 99.1 Press Release dated July 16, 2003
Item 9. Regulation FD Disclosure
On July 16, 2003, Itron, Inc. issued a press release announcing it has
executed an agreement to acquire Schlumberger Electricity Metering, Inc. A copy
of this press release and accompanying acquisition Q&A are attached as Exhibit
99.1.
SIGNATURE
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, hereunto duly authorized.
ITRON, INC.
Dated: July 16, 2003 By: /s/ DAVID G. REMINGTON
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David G. Remington
Vice President and Chief Financial Officer
Itron to Acquire Schlumberger's North American
Electricity Metering Business for $255 Million
SPOKANE, Wash.--(BUSINESS WIRE)--July 16, 2003--Itron, Inc.
(Nasdaq:ITRI) announced today that it has executed an agreement to
acquire Schlumberger's Electricity Metering business ("SEM") for a
purchase price of $255 million.
The acquisition combines industry leaders in automatic meter
reading technology ("AMR") and electricity metering and expands
Itron's business into the North American and international electricity
metering markets. Itron's acquisition of SEM is expected to close in
the third or fourth quarter of 2003, as soon as Hart-Scott-Rodino
approval is obtained and other customary closing conditions have been
satisfied. Bear, Stearns & Co. Inc. acted as financial advisor to
Itron and is providing committed financing for the acquisition.
"The acquisition of SEM is an attractive and complementary
addition to Itron for many reasons," said LeRoy Nosbaum, chairman and
CEO of Itron. "It significantly increases the revenues, earnings and
cash flow of Itron. SEM brings to Itron approximately 1,000 new
employees that have built one of the world's leading technologies in
electronic metering and a very successful metering business. This
combination creates exciting opportunities for extending the value of
energy data to Itron and SEM customers through greater integration of
data collection, management and application."
SEM, based in Oconee, South Carolina, has been serving the
electricity metering industry for over 100 years and is a leading
manufacturer of meters for the North American electricity market,
which includes the U.S., Canada, Mexico and the Caribbean. In North
America, SEM has approximately 3,400 utility customers and an
installed base of 35 million meters, representing approximately 30% of
all meters in use. In addition to North America, SEM sells electricity
meters in Taiwan with rights to sell existing technology into other
international markets opening up in 2004. SEM had revenues of $229
million and EBITDA of $33 million in 2002.
Nosbaum commented that technological innovation has had a
significant impact on the electricity metering industry recently,
creating demand for electronic "solid state" meters to replace
existing electromechanical meters. "The market for electricity meters
has historically been driven by recurring replacement sales and
housing starts, with annual growth of around 3%," said Nosbaum.
"However, increasing interest in electronic meters with integrated AMR
functionality has resulted in a growth rate of more than twice that in
each of the last few years."
SEM introduced the first electronic residential meter in 1998 and
has since sold over 5 million solid state residential meters.
Integrating solid state meters with Itron's AMR technology and Itron's
software and systems solutions will bring, at a minimum, the following
benefits to utility customers:
-- Technologies that simplify the collection and application of
more frequent and detailed forms of energy data as the
utility's and consumer's information needs change.
-- Integration of electricity meters and AMR technology will
facilitate over time more innovative and beneficial use of
data that is underutilized today.
-- A tighter link between meter data and the application and use
of that data across the energy marketplace when integrated
with other Itron knowledge-based software and services
solutions.
Itron expects the transaction to be slightly accretive immediately
and expects to provide more specific information on the financial
impact of the acquisition when the transaction closes. Also, in a
separate release issued today, Itron announced financial results for
the quarter ended June 30, 2003 with earnings slightly exceeding
consensus estimates. A complete copy of Itron's second quarter 2003
financial results press release can be accessed at www.itron.com.
Itron will host a teleconference with institutional investors and
analysts at 6:00 a.m. Pacific Time (9:00 a.m. Eastern Time), on
Thursday, July 17, 2003 to discuss this acquisition as well as
financial results for the second quarter 2003. Internet users can hear
a simultaneous live webcast of the teleconference at www.itron.com,
"About Itron - Investor Relations - Investor Events." Webcast replays
will begin shortly after the conclusion of the call and will be
available through August 31, 2003. 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 800-428-6051
(Domestic) or 973-709-2089 (International), passcode 299315.
About Itron:
Itron is a leading technology provider and critical source of
knowledge to the global energy and water industries. More than 2,800
utilities worldwide rely on Itron technology to deliver the knowledge
they require to optimize the delivery and use of energy and water.
Itron delivers value to its clients by providing industry-leading
solutions for meter data collection, energy information management,
demand side management and response, load forecasting, analysis and
consulting services, transmission and distribution system design and
optimization, Web-based workforce automation, commercial and
industrial customer care and residential energy management.
Caution concerning forward-looking statements:
This release contains forward-looking statements concerning Itron
that may affect our financial performance. These statements reflect
the Company's current plans and expectations and are based on
information currently available to it. They rely on a number of
assumptions and estimates, which could be inaccurate, and which are
subject to risks and uncertainties that could cause the Company's
actual results to vary materially from those anticipated. Risks and
uncertainties include 1) the timing of this transaction closing, 2)
the failure to finalize satisfactory permanent financing for this
transaction, 3) the rate and timing of customer demand and signing of
orders for the Company's products, 4) the ability of the Company to
effectuate additional initiatives for improving growth and
profitability, including expected transaction synergies, 5) changes in
law and regulation (including FCC licensing actions), 6) the outcome
of appeals or any negotiation efforts associated with the Benghiat
litigation and estimating costs associated with litigation defense,
and other factors which are more fully described in the Company's
Annual Report on Form 10-K for the year ended December 31, 2002 and
Forms 10-Q for 2003 on file with the Securities and Exchange
Commission. Itron undertakes no obligation to update publicly or
revise any forward-looking statements.
For additional information see the attached document,
"Schlumberger Electricity Metering Acquisition Q&A" or view it at
www.itron.com.
Schlumberger Electricity Metering Acquisition Q&A
1) GENERAL ACQUISITION
Q1. What is Schlumberger Electricity Metering (SEM)?
1) SEM is a leading manufacturer of meters for the North
American electricity market, which includes the US,
Canada, Mexico and the Caribbean.
2) In addition, SEM manufactures and sells electricity meters
in Taiwan through a joint venture.
3) SEM is a business unit of Schlumberger, and is a recently
formed operating unit consisting of the electricity
metering business assets as well as certain AMR meter
module assets of Schlumberger.
a) SEM does not include any of the fixed network automatic
meter reading (AMR) assets that Schlumberger acquired
from CellNet Data Systems in early 2000, nor does it
include any of the Utilinet assets acquired from
Metricom several years ago.
b) However, SEM manufactures and repairs fixed network AMR
and Utilinet components for other businesses of
Schlumberger, and will continue to do so for a
transitional period after the acquisition.
4) This business was founded in 1899 as the Sangamo Electric
Company.
a) Acquired by Schlumberger in 1975, SEM has been serving
the electricity meter industry for over 100 years.
5) SEM's primary facility is in Oconee, South Carolina.
a) They have been manufacturing there since 1961;
b) With headquarters located there since 1995.
6) SEM has approximately 1,000 employees worldwide.
a) With a little more than 85% of them in North America.
7) They have an installed base of 35 million electric meters
at over 3,400 customers in North America.
Q2. How does this acquisition fit with Itron's overall vision and
strategy?
1) Itron's vision is to provide the knowledge utilities and
their customers need to optimize the way that energy and
water are delivered, and the way they are used.
2) Metering is the "first step" in gathering data about how
much energy and water is being used and -- with the proper
technology -- where and when it's being used. By adding
electricity metering, Itron now provides a seamless
integration and more complete value chain for its
customers in gathering, analyzing and delivering energy
usage data, and then feeding that data into smart,
analytical systems so that utilities can better understand
how their systems work and how they can operate them more
efficiently and reliably in the future.
3) Bringing together an industry leader in electricity
metering, with an industry leader in meter data collection
and management will result in enhanced meter technology
and AMR solutions, and the benefits of further application
of the data they provide to our customers.
4) The acquisition of SEM fits very well within Itron's
business, vision and strategy.
Q3. Was acquiring a metering company a necessary next step for
Itron in terms of its future growth plans?
1) While not a necessary step, there are benefits to Itron in
acquiring a metering company in its electric business.
2) With the advent of solid-state electricity meters, more and
more of the fundamental AMR product is being absorbed into
the electronics of the meter, thus reducing cost and
allowing the solid-state product to compete favorably, on
an economic basis, with separate AMR modules for
electromechanical meters.
3) Additional integration at the chip level will, over the
long run, render add-on electric modules for AMR, as well
as slide-in circuit cards, obsolete.
4) For Itron, this conversion to solid-state will result in a
shift of products in its electric AMR business from
separate electric AMR meter modules to embedding AMR
technology into solid-state electricity meters.
5) The opportunity to acquire SEM under favorable conditions
makes good strategic sense to Itron.
Q4. Why was SEM for sale?
As part of a shift in strategic focus, a decision was made
by Schlumberger to explore the potential divestiture of SEM.
Q5. There have been a number of companies that have divested their
meter manufacturing businesses recently? Does that imply
anything in particular about the meter manufacturing business?
1) ABB, Siemens and Schlumberger have recently divested all or
portions of their meter businesses. In each case, the
business divested has been profitable, steady and growing.
So none of these businesses were in bad shape.
2) For Schlumberger, the metering business was no longer a
strategic direction they found attractive.
3) For ABB, they were very public about having to sell off
assets to relieve their balance sheet and to some extent
also said that metering was no longer strategic.
4) In the case of Siemens, we would have to speculate, which
is probably better not to do.
Q6. Who were the other bidders?
We do not know who the other bidders were and are unable to
comment or speculate on who may have been involved.
Q7. To date, Itron has pursued a strategy of licensing its AMR
technology to electricity meter vendors. Will Itron continue
to do that?
1) Itron will continue to work cooperatively with all
electricity meter manufacturers to embed Itron inside
their solid-state electric meter products.
2) As well, Itron will continue to sell its add-on AMR modules
to other electricity meter vendors and to utilities.
3) Our customers today buy meters from a variety of meter
manufacturers and we will work hard to maintain the good
relationships we have with all of them in order to
continue to provide our customers with a variety of
choices to meet their needs.
4) Itron is an open systems provider, providing the solutions
that are right for our customers.
Q8. Will Itron continue to embed other AMR vendors' technology in
the electric meters it is acquiring from SEM?
1) Of course. There are customers that do not use Itron's AMR
technology but do use, and will continue to buy, SEM's
meters.
2) SEM is currently embedding a number of AMR vendors'
technologies in their electricity meters and we would
expect that to continue (DCSI, Itron, Schlumberger's RTEMS
and others).
Q9. Will Itron continue to sell electric ERTs and SEM's "ERT like
(R300)" units?
Itron will continue selling AMR devices for electro-mechanical
meters to satisfy customer demand, and expect that these
sales will continue for many more years.
Q10. Is Itron going to get into the gas and water meter
manufacturing businesses as well?
We have no plans or intentions in that regard at this time.
Q11. What steps remain to complete the acquisition and when will
the acquisition close?
Closing will be subject to Hart-Scott-Rodino clearance,
financing and customary closing conditions.
Q12. Do you expect any Hart-Scott-Rodino issues (anti-trust)?
We are confident that we will receive the necessary
clearances.
2) FINANCIAL
Q13. What is the acquisition price and how will Itron finance the
acquisition?
1) The acquisition price is $255 million.
2) This is an all cash deal with Bear Stearns acting as
financial advisor to Itron and provider of the financing
needed for the acquisition.
3) We are planning on replacing our existing revolver and term
loan with a new revolver and larger term loan, and adding
other new debt.
4) We are also considering a modest equity portion, but have
not made a decision yet.
5) We expect to raise a total of $365 million, $101 million of
which will be used to replace our revolver and pay off the
current balance of our existing term loan. Not all of the
$365 million will be borrowed as of the close, with
approximately $50 million available for additional
borrowings or letters of credit.
Q14. Why is Itron financing the transaction with debt?
1) Debt has the most attractive cost of capital.
2) Debt rates are the lowest they have been in years, which
makes using debt to grow the company very attractive.
3) The aggregate cash flow of the combined companies is
expected to be strong and relatively stable which should
enable Itron to repay the debt over a reasonable period of
time.
4) The required repayment of the debt will be tailored to the
cash flow generation of the combined enterprises.
Q15. How did Itron arrive at the purchase price and how does the
price compare to similar transactions in terms of revenue
multiple or EBITDA multiples?
1) We used a number of valuation methodologies including
discounted cash flow analyses, implied valuations based in
publicly-traded comparables, and implied valuations based
on precedent transactions.
2) The purchase price of $255 million is in the range of 7 to
8 times estimated EBITDA for 2002, which is within a range
of implied valuations for publicly traded companies and
precedent transaction valuations, as compared to EBITDA,
of 6.7 to 8.9 times.
Q16. What is the growth rate for the North American electricity
meter market?
1) Historically, growth in new utility meters in North America
(electric, gas, and water) has averaged about 3% per year,
driven by housing starts and meter replacement activity.
2) The CAGR for electricity meters in North America from 1996
through 2002 was a little more than 3% per year. However,
from 2000 through 2002, the average growth rate jumped to
a little more than 7%. The accelerated growth rate over
the last few years has been largely driven by new
solid-state meter technology and by utilities implementing
AMR.
Q17. Can you provide historical information on SEM's revenues,
profits and cash flow?
We are not able to publicly share detailed financial
information for SEM at this time other than what is contained
in the press release. We expect to be able to provide
additional details after the transaction closes.
Q18. What effects will this acquisition have on Itron's financial
outlook for 2003 and future years?
1) SEM's business is profitable and produces substantial cash
flow.
2) We expect the acquisition will be slightly accretive
immediately and we will provide more detail on our
financial expectations after the transaction closes.
Q19. Does SEM have recurring revenues?
1) There is no significant recurring revenue component.
2) However, we would point out that the North American market
for electricity meters has grown relatively consistently
for many years at around 3% per year, driven by economic
expansion and meter replacements.
3) Growth in recent years has been closer to 7%, spurred by
technology advancements and increased adoption of AMR by
electric utilities.
Q20. Does SEM have any backlog?
1) Yes, however, meters are a mix of project sales and routine
sales
2) Routine sales typically occur on a yearly basis,
particularly at large utilities. Utilities go out for
annual or multi-year bids on projected meter purchases.
Once the contract is awarded, which is often split between
two or more vendors, releases against that contract are
given on a monthly or quarterly basis. SEM includes orders
in bookings and backlog at the time the PO is received,
not at the time of contract award.
3) Historically, there have not been large fluctuations from
year to year in sales of electric meters, either for the
market or SEM. The market for electricity meters in North
America has grown relatively consistently for many years
at around 3% per year, driven by economic expansion and
meter replacements. Growth in recent years has been closer
to 7%, spurred by technology advancements and increased
adoption of AMR by electric utilities.
Q21. What kind of gross and operating margins has SEM produced and
will they be impacted going forward by the acquisition?
1) SEM's business is profitable and produces substantial cash
flow.
2) We are not able to publicly share more detailed financial
information for SEM at this time. We expect to be able to
provide that detail after the transaction closes.
3) CUSTOMER
Q22. Who are SEM's customers and do they buy from Itron?
1) SEM has over 3,400 utility customers. This includes a mix
of Investor Owned Utilities (IOUs), Municipalities, and
Rural Electric Cooperatives.
2) Yes. Many of Itron's customers have some SEM meters
installed and continue to buy meters from SEM as well as
other electric meter manufacturers.
Q23. How will customers react to Itron and SEM combined?
We believe customers will be enthusiastic about the
acquisition due to the opportunities it provides for
technology integration and enhancement, as well as lower
costs.
Q24. Which departments within a utility does SEM sell to? Are they
the same ones Itron sells to?
SEM sells to the metering departments of a utility and to
management levels for large buys or annual contracts. At
the management and operation level, SEM and Itron typically
call on the same departments.
Q25. Describe the typical sales process and cycle time for
electricity meters?
1) Meters are a mix of project sales and routine sales.
2) Routine sales typically occur on a yearly basis,
particularly at large utilities. Utilities go out for
annual or multi-year bids on projected meter purchases.
Once the contract is awarded, which is often split between
two or more venders, releases against that contract are
given on a monthly or quarterly basis.
a) The sales cycle is more of an approval process for new
products and an account servicing process in order to
be qualified to bid on the next contract.
b) With smaller customers, which go through resale
channels, the business is more typically book and
ship.
3) Project sales are typically part of a larger purchase
decision involving an evaluation of a large-scale
deployment of AMR technology.
Q26. Is there a typical contract size?
1) Contracts can range from hundreds of units to hundreds of
thousands of units.
a) Largest customers will average over $10M per year
(approx. 3-4 of them).
b) 40-50 customers in the $1-$4M range
2) A large multi-year contract can be several hundreds of
thousands of units over two years.
4) INTEGRATION / ORGANIZATION
Q27. What will happen to SEM's name?
It will quickly disappear in favor of Itron.
Q28. How does Itron intend to integrate SEM and how will they fit
within Itron's organizational structure?
No final decision will be made on the organizational
structure until a full and complete dialog has taken place
between the two organizations.
Q29. Will there be any headcount reductions or facility closures
at either Itron or SEM as a result of this transaction?
There are no significant headcount reductions or facilities
closures contemplated.
Q30. Will this transaction result in any changes to Itron's
manufacturing operations in Waseca?
1) Itron is very fortunate that our AMR manufacturing
operation in Waseca, Minnesota is in fact one of the
jewels of the company. The operation is very efficient,
profitable and very ably run.
2) We would not anticipate any change in Waseca, early-on,
from this acquisition. Over time, we will evaluate both
operations and look to rationalize with any minor changes
that might be useful.
3) Fortunately, both facilities are operating at attractive
levels of production leading to high efficiencies and
attractive capacity utilizations.
CONTACT: Itron, Inc.
Investor Relations and Corporate Communications
Mima Scarpelli, 509-891-3565
mima.scarpelli@itron.com