-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wc+RmaOeozJUeYCytf+YK91ik8VCFa82Aqx+328QAI9+9TYITcfxmj2bGBolO+KE k2mMq+/v8fd3QIo0vKaQaA== 0001157523-05-001489.txt : 20050215 0001157523-05-001489.hdr.sgml : 20050215 20050215170251 ACCESSION NUMBER: 0001157523-05-001489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050215 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITRON INC /WA/ CENTRAL INDEX KEY: 0000780571 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 911011792 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 05617991 BUSINESS ADDRESS: STREET 1: 2818 N SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 5099249900 MAIL ADDRESS: STREET 1: 2818 NORTH SULLIVAN ROAD CITY: SPOKANE STATE: WA ZIP: 99216 FORMER COMPANY: FORMER CONFORMED NAME: ITRON INC DATE OF NAME CHANGE: 19920724 8-K 1 a4823283.txt ITRON 8-K 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 February 15, 2005 -------------------------------------- Date of Report (Date of Earliest Event Reported) ITRON, INC. ---------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 - --------------------------------- ----------------------- ---------------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 2818 N. Sullivan Road, Spokane, WA 99216 ------------------------------------------------------------------------------- (Address of Principal Executive Offices, Zip Code) (509) 924-9900 ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) None ------------------------------------------------------------------------------- (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 July 1, 2004, we completed the acquisition of Schlumberger's Electricity Metering Business (SEM). Prior to closing the acquisition of SEM, we completed a preliminary, high level analysis of the value of intangible assets and used the amounts from that valuation as the basis for allocating the SEM purchase price in the quarter ended September 30, 2004. In February 2005, we completed a more comprehensive valuation analysis of the intangible assets based on more detailed information that was not available to us prior to the acquisition closing. As a result of the new valuation, we made changes to the initial allocation of the SEM purchase price which is reflected in our results for the quarter ended December 31, 2004. We have increased the amount allocated to identifiable amortizable intangible assets by approximately $70 million and allocated $6.4 million of the purchase price to in-process research and development (IPR&D), with a corresponding decrease to goodwill of approximately $76.4 million. The IPR&D was expensed in the fourth quarter of 2004. Intangible asset amortization expense increased in the fourth quarter and will increase in future quarters as a result of allocating a higher amount of the purchase price to identifiable intangible assets. Total Company intangible asset amortization expense in the fourth quarter is approximately $16.6 million. As a result of the IPR&D and increased intangible asset amortization expense, we have a net loss for the quarter ended December 31, 2004 as well as the full year 2004 for GAAP results. The values assigned to the identified intangible assets were estimated using the income approach. Under the income approach, the fair value reflects the present value of the projected cash flows that are expected to be generated. The identified intangible assets will be amortized over the estimated useful lives of the discounted cash flows assumed in the valuation models. The following condensed financial information compares the preliminary and current allocations of the purchase price based on the revised fair values of assets and liabilities. The fair values of the majority of the assets have been finalized. However, we continue to assess the allocation of fair value of several assets and liabilities acquired, such as certain fixed assets in Canada, accounts receivable and deferred taxes. We expect to finalize adjustments in the first half of 2005.
Fair Values ---------------------------------------------------- Preliminary Current September 30, 2004 December 31, 2004 Useful Life ----------------------- ---------------------- --------------- (in thousands) (in months) Fair value of net assets assumed $ 58,358 $ 56,820 In-process research and development - 6,400 Identified intangible assets - amortizable Core-developed technology 70,000 136,900 96 to 108 Contract backlog 3,000 1,800 6 Customer relationships/contracts 23,000 3,100 18 Trademarks and trade names 1,000 25,200 6 Other 52 53 120 Goodwill 100,827 25,851 ----------------------- ---------------------- Net assets acquired $ 256,237 $ 256,124 ----------------------- ----------------------
Total Company intangible asset amortization expense is expected to be approximately $38.8 million for 2005. The information presented in this Current Report on Form 8-K contains 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/A 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: February 15, 2005 By: /s/ STEVEN M. HELMBRECHT ----------------------------- Steven M. Helmbrecht Sr. Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----