ITRIITRON, INC.

Instruments For Meas & Testing Of Electricity & Elec Signals

Revenue: $2.4B; 3.0% YoY
Operating margin: 13.2%; 22% YoY
EBITDA: $363M; 13% YoY
Market cap: $4.2B
Employees: 5,550; $427K revenue each
Net debt / EBITDA: 2.1×; $770M net debt
AI in 10-K: 3.6; mentions per 10K words

Takeover score 3 of 13

Fixable underperformance 1 of 7

TSR below peersNo
—
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
135% of net income
Cash flow under 80% of net income
Dilutive SBCNo
3% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
25% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyYes
41% of assets
Over 40% of assets
Shareholder dissentNo
90% lowest support
Any vote under 80% support

Buyer economics 1 of 4

Low revenue per employeeNo
$427K · 58th pct
Bottom quartile of its SIC industry
Quiet on AINo
3.6 per 10K words · 75th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
2.1× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedYes
$4.2B market cap
Market cap $500M–$5B

Catalysts 1 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingYes
−$15M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$2.0B	$1.8B	$2.2B	$2.4B	$2.4B	3.0%
Operating income	−$79M	−$7M	$129M	$264M	$313M	19%
Net income	−$81M	−$10M	$97M	$239M	$301M	26%
Operating cash flow	$155M	$25M	$125M	$238M	$406M	70%
Capex	$35M	$20M	$27M	$31M	$23M	25%
Stock-based comp	$24M	$22M	$28M	$44M	$62M	42%
Buybacks	$8M	$17M	$0	$100M	$100M	0.0%

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Jan 7, 2020	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	4.6%	Passive
Sep 13, 2019	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	5.6%	Passive
Aug 20, 2019	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	6.1%	Passive
Jul 3, 2019	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	7.2%	Passive
Jun 10, 2019	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	9.2%	Passive
May 21, 2019	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	10.3%	Passive
May 9, 2019	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	10.3%	Passive
Apr 3, 2019	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	11.2%	Passive
Mar 13, 2019	SCOPIA CAPITAL MANAGEMENT LP	SC 13D/A	12.5%	Passive

Insider trading

Open-market buys, 12 mo: $0 · 0
Open-market sells, 12 mo: $15M · 81
Net: −$15M

Pay vs performance

No pay-versus-performance disclosure yet.