UNITED STATES
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
March 11, 2005
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its 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, 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On February 15, 2005, Itron, Inc. announced preliminary financial
results for the fourth quarter and year ending December 31, 2004. On
March 11, 2005, Itron filed its Annual Report on Form 10-K, which
included final financial results for the fourth quarter and year
ending December 31, 2004.
The final results included a non-cash stock compensation adjustment as
well as certain financial statement reclassification adjustments that
were not included in the preliminary results. The non-cash stock
compensation adjustment related to the Company's employee stock
purchase plan resulted in an increase of $227,000 to the previously
reported GAAP loss before tax for the fourth quarter and full year of
2004. The balance sheet reclassification adjustments did not affect
total assets, total liabilities or total shareholders' equity.
However, we did reclassify an additional $17 million of our bank debt
from long-term to short-term. In addition, cash flow from operations
was approximately $1 million higher for the fourth quarter and full
year 2004 than previously reported.
Attached as exhibits are schedules that reconcile GAAP net income
(loss) with pro forma net income, EBITDA and pro forma EBITDA.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Description
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99.1 Reconciliation between GAAP Net Income (Loss) and Pro Forma Net
Income and EPS.
99.2 Reconciliation between GAAP Net Income (Loss), EBITDA and Pro Forma
EBITDA.
The information presented in this Current Report on Form 8-K may contain
forward-looking statements and certain assumptions upon which such
forward-looking statements are in part based. Numerous important factors,
including those factors identified in Itron, Inc.'s Annual Report on Form 10-K
and other of the Company's filings with the Securities and Exchange Commission,
and the fact that the assumptions set forth in this Current Report on Form 8-K
could prove incorrect, could cause actual results to differ materially from
those contained in such forward-looking statements.
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: March 11, 2005 By: /s/ STEVEN M. HELMBRECHT
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Steven M. Helmbrecht
Sr. Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Reconciliation between GAAP Net Income (Loss) and Pro Forma Net
Income and EPS.
99.2 Reconciliation between GAAP Net Income (Loss), EBITDA and Pro Forma
EBITDA.
EXHIBIT 99.1
ITRON, INC.
RECONCILIATION BETWEEN GAAP NET INCOME (LOSS) AND PRO FORMA NET INCOME AND EPS
(Unaudited, in thousands, except per share data) Three Months Ended Twelve Months Ended
December 31, December 31,
PRO FORMA NET INCOME 2004 2003 2004 2003
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GAAP basis income (loss) before income taxes $ (12,142) $ (2,347) $ (9,406) $ 17,899
Adjustments to income (loss) before income taxes
Amortization of intangibles 16,630 2,574 27,901 9,618
Amortization of debt placement fees 633 190 1,745 680
Restructurings 3,253 - 7,258 2,208
In-process research and development 6,400 - 6,400 900
Non-cash stock based compensation 227 - 227 -
Litigation accrual - - - 500
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Total adjustments 27,143 2,764 43,531 13,906
Adjusted income before income taxes 15,001 417 34,125 31,805
Income tax provision (5,884) (164) (13,572) (12,480)
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Pro forma net income $ 9,117 $ 253 $ 20,553 $ 19,325
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PRO FORMA EARNINGS PER SHARE
Basic
Weighted average number of basic shares outstanding 21,204 20,556 20,922 20,413
Basic pro forma net income per share $ 0.43 $ 0.01 $ 0.98 $ 0.95
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Diluted
Weighted average number of basic shares outstanding 21,204 20,556 20,922 20,413
Employee stock option shares 1,069 1,304 1,136 1,327
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Weighted average number of diluted shares outstanding 22,273 21,860 22,058 21,740
Pro forma net income $ 9,117 $ 253 $ 20,553 $ 19,325
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Diluted pro forma net income per share $ 0.41 $ 0.01 $ 0.93 $ 0.89
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EXHIBIT 99.2
ITRON, INC.
RECONCILIATION BETWEEN GAAP NET INCOME (LOSS), EBITDA AND PRO FORMA EBITDA
(Unaudited, in thousands) Three Months Ended Twelve Months Ended
December 31, December 31,
2004 2003 2004 2003
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GAAP basis net income (loss) $ (7,007) $ (1,639) $ (5,257) $ 10,478
Adjustments to net income (loss)
Interest income (14) 106 (166) (159)
Interest expense 4,983 421 13,145 2,638
Income tax provision (benefit) (5,135) (708) (4,149) 7,421
Depreciation and amortization 19,859 4,950 38,785 19,040
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Total adjustments 19,693 4,769 47,615 28,940
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EBITDA $ 12,686 $ 3,130 $ 42,358 $ 39,418
In-process research and development 6,400 - 6,400 900
Non-cash stock based compensation 227 - 227 -
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PRO FORMA EBITDA $ 19,313 $ 3,130 $ 48,985 $ 40,318
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