ITRI Itron Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 1, 2024

_______________________________

Itron, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Washington	000-22418	91-1011792
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2111 N. Molter Road

Liberty Lake, Washington 99019

(Address of Principal Executive Offices) (Zip Code)

(509) 924-9900

(Registrant's telephone number, including area code)

 

(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 the 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))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.
Date: August 1, 2024	By:	/s/ JOAN S. HOOPER
		Joan S. Hooper
		Senior Vice President and Chief Financial Officer

 

EXHIBIT 99.1

 

Itron Announces Second Quarter 2024 Financial Results

LIBERTY LAKE, Wash., Aug. 01, 2024 (GLOBE NEWSWIRE) -- Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its second quarter ended June 30, 2024. Key results for the quarter include (compared with the second quarter of 2023):

• Revenue of $609 million, increased 13%;
• Gross profit of $210 million, increased 21%;
• GAAP net income attributable to Itron, Inc. of $51 million, increased $27 million;
• GAAP diluted earnings per share of $1.10, increased $0.57 per share;
• Non-GAAP diluted EPS of $1.21, increased $0.56 per share;
• Adjusted EBITDA of $77 million, increased 56%; and
• Free cash flow of $45 million, increased $9 million.
  

“The second quarter of 2024 was successful for Itron.” said Tom Deitrich, Itron’s president and CEO. “Revenue of $609 million was above our expectations, with segment level record revenue occurring in our Networked Solutions and Outcomes segments. The entire organization is performing well and rising to the challenge of supporting our customers’ missions to ensure safe, reliable and efficient access to energy and water resources for consumers.”

Summary of Second Quarter Consolidated Financial Results
(All comparisons made are against the prior year period unless otherwise noted)

Revenue
Total second quarter revenue increased 13%, to $609 million, due to strong operational execution and the conversion of previously constrained revenue.

Device Solutions revenue increased 5%, or 6% in constant currency, due primarily to growth in smart water sales.

Networked Solutions revenue increased 14%, due primarily to ongoing and new project deployments.

Outcomes revenue increased 16%, due primarily to an increase in recurring revenue and services.

Gross Margin
Itron's second quarter gross margin of 34.6% increased 250 basis points from the prior year due to higher margin product mix and operational efficiencies.

Operating Expenses and Operating Income
GAAP operating expenses of $146 million increased $7 million from the prior year. Non-GAAP operating expenses of $141 million increased $9 million.

GAAP operating income of $65 million was $30 million higher than the prior year and non-GAAP operating income of $69 million was $28 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 Share
Net income attributable to Itron, Inc. for the quarter was $51 million, or $1.10 per diluted share, compared with net income attributable to Itron, Inc. of $24 million, or $0.53 per diluted share in 2023. The increase was driven by higher GAAP operating income and interest income, partially offset by higher 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, (gain) loss on sale of business, acquisition and integration, and the tax effect of excluding these expenses, was $56 million, or $1.21 per diluted share, compared with $30 million, or $0.65 per diluted share, in 2023. The increase was due to higher non-GAAP operating income and interest income, partially offset by higher tax expense.

Cash Flow
Net cash provided by operating activities was $52 million in the second quarter compared with $42 million in the prior year. Free cash flow was $45 million in the second quarter compared with $36 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 $4.1 billion compared with $4.4 billion in the prior year. Bookings in the quarter totaled $447 million. 

Q3 2024 Outlook and Full Year 2024 Guidance Update

Outlook for the third quarter of 2024 is as follows:

• Revenue between $590 and $600 million
• Non-GAAP diluted EPS between $1.10 and $1.20

Itron's guidance for the full year 2024 has been updated as follows:

• Revenue between $2.385 to $2.415 billion vs. February 2024 guidance of $2.275 to $2.375 billion
• Non-GAAP diluted EPS between $4.45 to $4.65 vs. February 2024 guidance of $3.40 to $3.80

Earnings Conference Call
Itron will host a conference call to discuss the financial results contained in this release at 10 a.m. EDT on August 1, 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 August 9, 2024 and may be accessed on the company's website at https://investors.itron.com/events-presentations.

About Itron
Itron enables utilities and cities to safely, securely and reliably deliver critical infrastructure solutions to communities in more than 100 countries. Our portfolio of smart networks, software, services, meters and sensors helps our customers better manage electricity, gas and water resources for the people they serve. By working with our customers to ensure their success, we help improve the quality of life, ensure the safety and promote the well-being of millions of people around the globe. Itron is dedicated to creating a more resourceful 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 Statements
This 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 Vincent
Vice President, Investor Relations
(512) 560-1172

David Means
Director, Investor Relations
(737) 242-8448
Investors@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 June 30,							Six Months Ended June 30,
				2024			2023				2024			2023
Revenues
	Product revenues		$	532,907		$	464,803			$	1,060,729		$	881,127
	Service revenues			76,162			76,267				151,782			154,561
		Total revenues		609,069			541,070				1,212,511			1,035,688
Cost of revenues
	Product cost of revenues			356,747			322,288				713,454			619,631
	Service cost of revenues			41,862			44,835				83,218			85,742
		Total cost of revenues		398,609			367,123				796,672			705,373
Gross profit				210,460			173,947				415,839			330,315
Operating expenses
	Sales, general and administrative			88,413			79,079				174,384			154,600
	Research and development			53,053			53,560				105,454			103,125
	Amortization of intangible assets			4,511			4,722				8,497			9,770
	Restructuring			(99	)		874				99			37,483
	(Gain) loss on sale of business			(65	)		612				(42	)		630
		Total operating expenses		145,813			138,847				288,392			305,608
Operating income				64,647			35,100				127,447			24,707
Other income (expense)
	Interest income			5,128			1,508				8,974			3,326
	Interest expense			(2,290	)		(1,977	)			(4,183	)		(4,034	)
	Other income (expense), net			(445	)		(333	)			18			(1,808	)
		Total other income (expense)		2,393			(802	)			4,809			(2,516	)
Income before income taxes				67,040			34,298				132,256			22,191
Income tax provision				(15,180	)		(9,195	)			(28,609	)		(9,125	)
Net income				51,860			25,103				103,647			13,066
	Net income attributable to noncontrolling interests			542			902				608			701
Net income attributable to Itron, Inc.			$	51,318		$	24,201			$	103,039		$	12,365
Net income per common share - Basic			$	1.12		$	0.53			$	2.25		$	0.27
Net income per common share - Diluted			$	1.10		$	0.53			$	2.22		$	0.27
Weighted average common shares outstanding - Basic				45,745			45,435				45,698			45,358
Weighted average common shares outstanding - Diluted				46,526			45,781				46,441			45,677

ITRON, INC.
SEGMENT INFORMATION
(Unaudited, in thousands)
			Three Months Ended June 30,							Six Months Ended June 30,
				2024			2023				2024			2023
Product revenues
	Device Solutions		$	117,929		$	112,509			$	243,837		$	229,960
	Networked Solutions			387,351			330,668				768,656			612,138
	Outcomes			27,627			21,626				48,236			39,029
		Total Company	$	532,907		$	464,803			$	1,060,729		$	881,127
Service revenues
	Device Solutions		$	621		$	651			$	1,465		$	1,454
	Networked Solutions			25,353			30,262				51,564			62,260
	Outcomes			50,188			45,354				98,753			90,847
		Total Company	$	76,162		$	76,267			$	151,782		$	154,561
Total revenues
	Device Solutions		$	118,550		$	113,160			$	245,302		$	231,414
	Networked Solutions			412,704			360,930				820,220			674,398
	Outcomes			77,815			66,980				146,989			129,876
		Total Company	$	609,069		$	541,070			$	1,212,511		$	1,035,688
Gross profit
	Device Solutions		$	31,231		$	24,719			$	61,295		$	48,432
	Networked Solutions			152,157			121,873				303,182			227,649
	Outcomes			27,072			27,355				51,362			54,234
		Total Company	$	210,460		$	173,947			$	415,839		$	330,315
Operating income
	Device Solutions		$	23,725		$	14,084			$	45,428		$	28,162
	Networked Solutions			117,444			88,593				234,122			163,549
	Outcomes			10,651			12,676				19,742			25,587
	Corporate unallocated			(87,173	)		(80,253	)			(171,845	)		(192,591	)
		Total Company	$	64,647		$	35,100			$	127,447		$	24,707
Total Gross Margin				34.6	%		32.1	%			34.3	%		31.9	%

ITRON, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)			June 30, 2024				December 31, 2023
ASSETS
Current assets
	Cash and cash equivalents		$	920,639			$	302,049
	Accounts receivable, net			316,742				303,821
	Inventories			291,781				283,686
	Other current assets			160,293				159,882
		Total current assets		1,689,455				1,049,438
Property, plant, and equipment, net				122,026				128,806
Deferred tax assets, net				283,697				247,211
Other long-term assets				38,506				38,836
Operating lease right-of-use assets, net				37,619				41,186
Intangible assets, net				52,544				46,282
Goodwill				1,060,093				1,052,504
		Total assets	$	3,283,940			$	2,604,263
LIABILITIES AND EQUITY
Current liabilities
	Accounts payable		$	184,783			$	199,520
	Other current liabilities			57,491				54,407
	Wages and benefits payable			105,884				135,803
	Taxes payable			12,792				8,636
	Current portion of warranty			14,612				14,663
	Unearned revenue			159,625				124,207
		Total current liabilities		535,187				537,236
Long-term debt, net				1,239,772				454,827
Long-term warranty				8,227				7,501
Pension benefit obligation				62,024				63,887
Deferred tax liabilities, net				670				697
Operating lease liabilities				28,468				32,656
Other long-term obligations				148,901				176,028
		Total liabilities		2,023,249				1,272,832
Equity
	Common stock			1,662,965				1,820,510
	Accumulated other comprehensive loss, net			(98,032	)			(81,190	)
	Accumulated deficit			(325,370	)			(428,409	)
		Total Itron, Inc. shareholders' equity		1,239,563				1,310,911
	Noncontrolling interests			21,128				20,520
		Total equity		1,260,691				1,331,431
		Total liabilities and equity	$	3,283,940			$	2,604,263

ITRON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)			Six Months Ended June 30,
				2024				2023
Operating activities
	Net income		$	103,647			$	13,066
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization of intangible assets		26,263				28,368
		Non-cash operating lease expense		7,634				8,141
		Stock-based compensation		21,845				13,694
		Amortization of prepaid debt fees		1,867				1,820
		Deferred taxes, net		(8,725	)			(2,509	)
		(Gain) loss on sale of business		(42	)			630
		Restructuring, non-cash		(171	)			922
		Other adjustments, net		(591	)			(199	)
Changes in operating assets and liabilities, net of acquisition and sale of business:
	Accounts receivable			(13,557	)			(34,681	)
	Inventories			(13,216	)			(36,466	)
	Other current assets			(510	)			(33,554	)
	Other long-term assets			(1,885	)			5,595
	Accounts payable, other current liabilities, and taxes payable			(7,128	)			4,670
	Wages and benefits payable			(28,700	)			9,040
	Unearned revenue			39,039				42,919
	Warranty			810				(440	)
	Restructuring			(14,628	)			31,181
	Other operating, net			(18,927	)			(9,208	)
		Net cash provided by operating activities		93,025				42,989
Investing activities
	Net proceeds (payments) related to the sale of business			405				(772	)
	Acquisitions of property, plant, and equipment			(14,255	)			(12,498	)
	Business acquisitions, net of cash and cash equivalents acquired			(34,126	)			—
	Other investing, net			156				50
		Net cash used in investing activities		(47,820	)			(13,220	)
Financing activities
	Proceeds from borrowings			805,000				—
	Issuance of common stock			2,972				1,641
	Payments on call spread for convertible offering			(108,997	)			—
	Repurchase of common stock			(100,000	)			—
	Prepaid debt fees			(21,495	)			(517	)
	Other financing, net			(641	)			(354	)
		Net cash provided by financing activities		576,839				770
Effect of foreign exchange rate changes on cash and cash equivalents				(3,454	)			241
Increase in cash and cash equivalents				618,590				30,780
Cash and cash equivalents at beginning of period				302,049				202,007
Cash and cash equivalents at end of period			$	920,639			$	232,787

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, (gain) loss on sale of business, 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, (gain) loss on sale of business, 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, (gain) loss on sale of business, 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, (gain) loss on sale of business, 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 the anti-dilutive impact of the convertible note hedge transactions entered into in connection with the 0% convertible notes due 2026 issued in March 2021. 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, (gain) loss on sale of business, 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 June 30,							Six Months Ended June 30,
					2024			2023				2024			2023
	NON-GAAP OPERATING EXPENSES
		GAAP operating expenses		$	145,813		$	138,847			$	288,392		$	305,608
			Amortization of intangible assets		(4,511	)		(4,722	)			(8,497	)		(9,770	)
			Restructuring		99			(874	)			(99	)		(37,483	)
			(Gain) loss on sale of business		65			(612	)			42			(630	)
			Acquisition and integration		(90	)		(44	)			(408	)		(89	)
		Non-GAAP operating expenses		$	141,376		$	132,595			$	279,430		$	257,636
	NON-GAAP OPERATING INCOME
		GAAP operating income		$	64,647		$	35,100			$	127,447		$	24,707
			Amortization of intangible assets		4,511			4,722				8,497			9,770
			Restructuring		(99	)		874				99			37,483
			(Gain) loss on sale of business		(65	)		612				(42	)		630
			Acquisition and integration		90			44				408			89
		Non-GAAP operating income		$	69,084		$	41,352			$	136,409		$	72,679
	NON-GAAP NET INCOME & DILUTED EPS
		GAAP net income attributable to Itron, Inc.		$	51,318		$	24,201			$	103,039		$	12,365
			Amortization of intangible assets		4,511			4,722				8,497			9,770
			Amortization of debt placement fees		935			887				1,779			1,732
			Restructuring		(99	)		874				99			37,483
			(Gain) loss on sale of business		(65	)		612				(42	)		630
			Acquisition and integration		90			44				408			89
			Income tax effect of non-GAAP adjustments		(588	)		(1,516	)			(387	)		(9,863	)
		Non-GAAP net income attributable to Itron, Inc.		$	56,102		$	29,824			$	113,393		$	52,206
		Non-GAAP diluted EPS		$	1.21		$	0.65			$	2.44		$	1.14
		Non-GAAP weighted average common shares outstanding - Diluted			46,526			45,781				46,441			45,677
	ADJUSTED EBITDA
		GAAP net income attributable to Itron, Inc.		$	51,318		$	24,201			$	103,039		$	12,365
			Interest income		(5,128	)		(1,508	)			(8,974	)		(3,326	)
			Interest expense		2,290			1,977				4,183			4,034
			Income tax provision		15,180			9,195				28,609			9,125
			Depreciation and amortization		13,519			13,905				26,263			28,368
			Restructuring		(99	)		874				99			37,483
			(Gain) loss on sale of business		(65	)		612				(42	)		630
			Acquisition and integration		90			44				408			89
		Adjusted EBITDA		$	77,105		$	49,300			$	153,585		$	88,768
	FREE CASH FLOW
		Net cash provided by operating activities		$	51,717		$	41,560			$	93,025		$	42,989
			Acquisitions of property, plant, and equipment		(7,110	)		(5,596	)			(14,255	)		(12,498	)
		Free Cash Flow		$	44,607		$	35,964			$	78,770		$	30,491

v3.24.2.u1

Cover	Aug. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 01, 2024
Entity File Number	000-22418
Entity Registrant Name	Itron, Inc.
Entity Central Index Key	0000780571
Entity Tax Identification Number	91-1011792
Entity Incorporation, State or Country Code	WA
Entity Address, Address Line One	2111 N. Molter Road
Entity Address, City or Town	Liberty Lake
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99019
City Area Code	509
Local Phone Number	924-9900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	ITRI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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