Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-22418 | |
Entity Registrant Name | ITRON, INC. | |
Entity Incorporation, State or Country Code | WA | |
Entity Tax Identification Number | 91-1011792 | |
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 | |
Title of 12(b) Security | Common stock, no par value | |
Trading Symbol | ITRI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,138,651 | |
Entity Central Index Key | 0000780571 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Revenues | $ 431,882 | $ 489,412 | $ 907,213 | $ 1,008,986 |
Cost of revenues | ||||
Cost of revenues | 305,777 | 339,537 | 645,884 | 692,067 |
Gross profit | 126,105 | 149,875 | 261,329 | 316,919 |
Operating expenses | ||||
Sales, general and administrative | 72,877 | 74,144 | 149,278 | 150,136 |
Research and development | 45,055 | 48,763 | 94,651 | 100,490 |
Amortization of intangible assets | 6,485 | 8,997 | 13,038 | 17,970 |
Restructuring | (3,459) | 192 | (9,825) | (1,788) |
Loss on sale of business | 194 | 24,711 | 2,415 | 26,103 |
Goodwill impairment | 38,480 | 0 | 38,480 | 0 |
Total operating expenses | 159,632 | 156,807 | 288,037 | 292,911 |
Operating income (loss) | (33,527) | (6,932) | (26,708) | 24,008 |
Other income (expense) | ||||
Interest income | 349 | 432 | 566 | 974 |
Interest expense | (1,660) | (14,004) | (3,252) | (24,479) |
Other income (expense), net | (1,386) | (12,157) | (2,075) | (14,923) |
Total other income (expense) | (2,697) | (25,729) | (4,761) | (38,428) |
Loss before income taxes | (36,224) | (32,661) | (31,469) | (14,420) |
Income tax benefit (provision) | (641) | 216 | (4,500) | (4,445) |
Net loss | (36,865) | (32,445) | (35,969) | (18,865) |
Net income attributable to noncontrolling interests | 102 | 678 | 92 | 1,655 |
Net loss attributable to Itron, Inc. | $ (36,967) | $ (33,123) | $ (36,061) | $ (20,520) |
Earnings (loss) per common share - Basic (in dollars per share) | $ (0.82) | $ (0.73) | $ (0.80) | $ (0.47) |
Earnings (loss) per common share - Diluted (in dollars per share) | $ (0.82) | $ (0.73) | $ (0.80) | $ (0.47) |
Weighted average common shares outstanding - Basic (in shares) | 45,066 | 45,142 | 45,042 | 43,344 |
Weighted average common shares outstanding - Diluted (in shares) | 45,066 | 45,142 | 45,042 | 43,344 |
Product [Member] | ||||
Revenues | ||||
Revenues | $ 359,898 | $ 411,719 | $ 759,708 | $ 854,523 |
Cost of revenues | ||||
Cost of revenues | 265,278 | 295,064 | 560,098 | 602,755 |
Service [Member] | ||||
Revenues | ||||
Revenues | 71,984 | 77,693 | 147,505 | 154,463 |
Cost of revenues | ||||
Cost of revenues | $ 40,499 | $ 44,473 | $ 85,786 | $ 89,312 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (36,865) | $ (32,445) | $ (35,969) | $ (18,865) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (20,628) | 5,658 | (27,519) | (9,354) |
Foreign currency translation adjustment reclassified to net income for sale of business | 0 | 0 | 55,436 | 0 |
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges | 0 | (1,220) | 0 | 1,308 |
Pension benefit obligation adjustment | 206 | 699 | 4,476 | 1,400 |
Total other comprehensive income (loss), net of tax | (20,422) | 5,137 | 32,393 | (6,646) |
Total comprehensive income (loss), net of tax | (57,287) | (27,308) | (3,576) | (25,511) |
Comprehensive income attributable to noncontrolling interests, net of tax | 102 | 678 | 92 | 1,655 |
Comprehensive income (loss) attributable to Itron, Inc. | $ (57,389) | $ (27,986) | $ (3,668) | $ (27,166) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 208,500 | $ 162,579 |
Accounts receivable, net | 259,657 | 298,459 |
Inventories | 174,522 | 165,799 |
Other current assets | 113,409 | 123,092 |
Total current assets | 756,088 | 749,929 |
Property, plant, and equipment, net | 150,663 | 163,184 |
Deferred tax assets, net | 187,178 | 181,472 |
Other long-term assets | 41,395 | 42,178 |
Operating lease right-of-use assets, net | 58,083 | 65,523 |
Intangible assets, net | 78,030 | 92,529 |
Goodwill | 1,036,160 | 1,098,975 |
Total assets | 2,307,597 | 2,393,790 |
Current liabilities | ||
Accounts payable | 169,368 | 193,129 |
Other current liabilities | 52,102 | 81,253 |
Wages and benefits payable | 88,933 | 113,532 |
Taxes payable | 13,371 | 12,208 |
Current portion of warranty | 17,378 | 18,406 |
Unearned revenue | 120,038 | 82,816 |
Total current liabilities | 461,190 | 501,344 |
Long-term debt, net | 451,369 | 450,228 |
Long-term warranty | 11,331 | 13,616 |
Pension benefit obligation | 77,396 | 87,863 |
Deferred tax liabilities, net | 1,849 | 2,000 |
Operating lease liabilities | 50,082 | 57,314 |
Other long-term obligations | 121,280 | 138,666 |
Total liabilities | 1,174,497 | 1,251,031 |
Equity | ||
Preferred stock, no par value, 10,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, no par value, 75,000 shares authorized, 45,070 and 45,152 shares issued and outstanding | 1,777,476 | 1,779,775 |
Accumulated other comprehensive loss, net | (115,705) | (148,098) |
Accumulated deficit | (551,661) | (515,600) |
Total Itron, Inc. shareholders' equity | 1,110,110 | 1,116,077 |
Noncontrolling interests | 22,990 | 26,682 |
Total equity | 1,133,100 | 1,142,759 |
Total liabilities and equity | $ 2,307,597 | $ 2,393,790 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in share) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 45,070,000 | 45,152,000 |
Common stock, shares outstanding (in shares) | 45,070,000 | 45,152,000 |
Consolidated Statements of Equi
Consolidated Statements of Equity Statement - USD ($) shares in Thousands, $ in Thousands | Total | Parent [Member] | Parent [Member] SIlver Spring Networks, Inc. [Member] | Common Stock [Member] | Common Stock Including Additional Paid in Capital [Member] | Common Stock Including Additional Paid in Capital [Member] SIlver Spring Networks, Inc. [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning balance (in shares) at Dec. 31, 2020 | 40,444 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 840,273 | $ 816,548 | $ 1,389,419 | $ (138,526) | $ (434,345) | $ 23,725 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 13,580 | 12,603 | 12,603 | 977 | |||||
Other comprehensive income (loss), net of tax | (11,783) | (11,783) | (11,783) | ||||||
Net stock issuance and repurchases (in shares) | 206 | ||||||||
Net stock issued and repurchased | 2,009 | 2,009 | 2,009 | ||||||
Stock-based compensation expense | 6,270 | 6,270 | 6,270 | ||||||
Stock issued related to equity offering | 4,472 | ||||||||
Stock issued related to equity offering | 389,419 | 389,419 | 389,419 | ||||||
Proceeds from sale of warrants | 45,349 | 45,349 | 45,349 | ||||||
Purchases of convertible note hedge contracts, net of tax | 63,576 | 63,576 | 63,576 | ||||||
Registration fee | $ (373) | $ (373) | |||||||
Ending balance at Mar. 31, 2021 | 1,221,168 | 1,196,466 | 1,768,517 | (150,309) | (421,742) | 24,702 | |||
Ending balance (in shares) at Mar. 31, 2021 | 45,122 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 40,444 | ||||||||
Beginning balance at Dec. 31, 2020 | 840,273 | 816,548 | 1,389,419 | (138,526) | (434,345) | 23,725 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (18,865) | ||||||||
Other comprehensive income (loss), net of tax | (6,646) | ||||||||
Ending balance at Jun. 30, 2021 | 1,200,658 | 1,175,278 | 1,775,315 | (145,172) | (454,865) | 25,380 | |||
Ending balance (in shares) at Jun. 30, 2021 | 45,150 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 45,122 | ||||||||
Beginning balance at Mar. 31, 2021 | 1,221,168 | 1,196,466 | 1,768,517 | (150,309) | (421,742) | 24,702 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (32,445) | (33,123) | (33,123) | 678 | |||||
Other comprehensive income (loss), net of tax | 5,137 | 5,137 | 5,137 | ||||||
Net stock issuance and repurchases (in shares) | 28 | ||||||||
Net stock issued and repurchased | 458 | 458 | 458 | ||||||
Stock-based compensation expense | 6,316 | 6,316 | 6,316 | ||||||
Registration fee | $ 24 | $ 24 | |||||||
Ending balance at Jun. 30, 2021 | $ 1,200,658 | 1,175,278 | 1,775,315 | (145,172) | (454,865) | 25,380 | |||
Ending balance (in shares) at Jun. 30, 2021 | 45,150 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 45,152 | 45,152 | |||||||
Beginning balance at Dec. 31, 2021 | $ 1,142,759 | 1,116,077 | 1,779,775 | (148,098) | (515,600) | 26,682 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 896 | 906 | 906 | (10) | |||||
Other comprehensive income (loss), net of tax | 52,815 | 52,815 | 52,815 | ||||||
Net stock issuance and repurchases (in shares) | 165 | ||||||||
Net stock issued and repurchased | 784 | 784 | 784 | ||||||
Stock-based compensation expense | $ 6,127 | 6,127 | 6,127 | ||||||
Stock repurchased during period (in shares) | (280) | ||||||||
Stock Repurchased During Period, Value | $ 16,629 | 16,629 | 16,629 | ||||||
Ending balance at Mar. 31, 2022 | $ 1,186,752 | 1,160,080 | 1,770,057 | (95,283) | (514,694) | 26,672 | |||
Ending balance (in shares) at Mar. 31, 2022 | 45,037 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 45,152 | 45,152 | |||||||
Beginning balance at Dec. 31, 2021 | $ 1,142,759 | 1,116,077 | 1,779,775 | (148,098) | (515,600) | 26,682 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (35,969) | ||||||||
Other comprehensive income (loss), net of tax | 32,393 | ||||||||
Ending balance at Jun. 30, 2022 | $ 1,133,100 | 1,110,110 | 1,777,476 | (115,705) | (551,661) | 22,990 | |||
Ending balance (in shares) at Jun. 30, 2022 | 45,070 | 45,070 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 45,037 | ||||||||
Beginning balance at Mar. 31, 2022 | $ 1,186,752 | 1,160,080 | 1,770,057 | (95,283) | (514,694) | 26,672 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (36,865) | (36,967) | (36,967) | 102 | |||||
Other comprehensive income (loss), net of tax | (20,422) | (20,422) | (20,422) | ||||||
Distributions to noncontrolling interests | (3,784) | ||||||||
Net stock issuance and repurchases (in shares) | 33 | ||||||||
Net stock issued and repurchased | 1,014 | 1,014 | 1,014 | ||||||
Stock-based compensation expense | 6,405 | 6,405 | 6,405 | ||||||
Ending balance at Jun. 30, 2022 | $ 1,133,100 | $ 1,110,110 | $ 1,777,476 | $ (115,705) | $ (551,661) | $ 22,990 | |||
Ending balance (in shares) at Jun. 30, 2022 | 45,070 | 45,070 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||
Net loss | $ (35,969) | $ (18,865) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 33,251 | 42,919 |
Non-cash operating lease expense | 8,234 | 8,647 |
Stock-based compensation | 12,532 | 12,586 |
Amortization of prepaid debt fees | 1,720 | 4,315 |
Deferred taxes, net | (4,061) | (2,942) |
Loss on sale of business | 2,415 | 26,103 |
Loss on extinguishment of debt, net | 0 | 10,000 |
Goodwill impairment | 38,480 | 0 |
Restructuring, non-cash | (817) | 878 |
Other adjustments, net | 194 | 13,913 |
Changes in operating assets and liabilities, net of acquisition and sale of business: | ||
Accounts receivable | 28,924 | 29,549 |
Inventories | (13,592) | 70 |
Other current assets | (10,688) | 22,164 |
Other long-term assets | (3,134) | 6,207 |
Accounts payable, other current liabilities, and taxes payable | (24,604) | (43,115) |
Wages and benefits payable | (22,264) | 17,815 |
Unearned revenue | 36,093 | 17,106 |
Warranty | (2,501) | (4,744) |
Other operating, net | (21,557) | (19,926) |
Net cash provided by operating activities | 22,656 | 122,680 |
Investing activities | ||
Proceeds from divestiture of businesses | 55,933 | 3,142 |
Acquisitions of property, plant, and equipment | (10,663) | (20,476) |
Business acquisitions, net of cash and cash equivalents acquired | 23 | 0 |
Other investing, net | 1,722 | 2,819 |
Net cash provided by (used in) investing activities | 47,015 | (14,515) |
Financing activities | ||
Proceeds from borrowings | 0 | 460,000 |
Payments on debt | 0 | (915,000) |
Issuance of common stock | 1,797 | 3,255 |
Proceeds from common stock offering | 0 | 389,419 |
Proceeds from sale of warrants | 0 | 45,349 |
Purchases of convertible note hedge contracts | 0 | (84,139) |
Repurchase of common stock | (16,972) | 0 |
Prepaid debt fees | (695) | (12,021) |
Other financing, net | (4,206) | 4,993 |
Net cash used in financing activities | (20,076) | (108,144) |
Effect of foreign exchange rate changes on cash and cash equivalents | (3,674) | 177 |
Increase in cash and cash equivalents | 45,921 | 198 |
Cash and cash equivalents at beginning of period | 162,579 | 206,933 |
Cash and cash equivalents at end of period | 208,500 | 207,131 |
Supplemental disclosure of cash flow information: | ||
Income taxes, net | 7,062 | 3,033 |
Interest | $ 717 | $ 7,845 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Financial Statement Preparation The consolidated financial statements presented in this Quarterly Report on Form 10-Q are unaudited and reflect entries necessary for the fair presentation of the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2022 and 2021, Consolidated Statements of Equity for the three months ended June 30, 2022 and 2021 and March 31, 2022 and 2021, the Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021, and the Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021, of Itron, Inc. and its subsidiaries. All entries required for the fair presentation of the financial statements are of a normal recurring nature, except as disclosed. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year or for any other period. Certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been partially or completely omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim results. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2021 filed with the SEC in our Annual Report on Form 10-K on February 28, 2022 (2021 Annual Report). There have been no significant changes in financial statement preparation or significant accounting policies since December 31, 2021. Risks and Uncertainties The COVID-19 pandemic has had global economic impacts including disrupting customer demand and global supply chains, resulting in market volatility. The extent of the recent pandemic and its ongoing impact on our operations is volatile, but is being monitored closely by our management. During the initial months of the pandemic our European factories were closed due to government actions and local conditions, and any further closures that may be imposed on us could impact our results for 2022. New variants of the virus may cause previously lifted restrictions to be reinstated, which could result in more disruptions. Incremental costs we have incurred related to COVID-19, such as personal protective equipment, increased cleaning and sanitizing of our facilities, and other such items, have not been material to date. As economies have reopened, global supply chains have struggled to keep pace with rapidly changing demand. The resulting supply constraints have manifested across a variety of areas including mechanical, electrical, and logistics portions of the supply chain, which has impacted our ability to ship products in a timely manner. In particular, our ability to obtain adequate supply of semiconductor components has impacted our ability to service recovering customer demand. While we believe the current imbalance in supply and demand is temporal, the timeline to recovery is uncertain. Efforts are ongoing with suppliers to increase supply, including the approval of alternate sources. Recently, inflation in our raw materials and component costs, freight charges, and labor costs have increased above historical levels, due to, among other things, the continuing impacts of the pandemic and uncertain economic environment. We may or may not be able to fully recover these increased costs through pricing actions with our customers. At this time, we have not identified any significant decrease in long-term customer demand for our products and services. However, certain of our customer projects have experienced delay in deliveries, with revenue originally forecasted in prior periods shifting to future periods. Recently Adopted Accounting Standards In May 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-04 amending Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). The amendment affects entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. We adopted this amendment as of the effective date of January 1, 2022. The adoption of this amendment did not have a material impact on our financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments . The amendments in this Update modify the lease classification requirements for lessors to align them with practice under Topic 840, particularly in the area of day-one loss accounting. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if certain criteria are met. The effective date for this amendment was January 1, 2022. The adoption of this amendment did not have a material impact on our financial statements. In November 2021, the FASB issued ASU 2021-10 amending Government Assistance: ( Topic 832) . The FASB issued this Update to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements. The effective date for this amendment was January 1, 2022. The adoption of this amendment did not have a material impact on our financial statements. Recent Accounting Standards Not Yet Adopted In October 2021, the FASB issued ASU 2021-08 amending Business Combination: ( Topic 805), which was necessary due to 2014-09, Revenue from Contracts with Customers (Topic 606). The FASB issued this Update to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) recognition of an acquired contract liability and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The effective date for this amendment is January 1, 2023 and all interim periods thereafter. These amendments are to be applied prospectively to business combinations occurring on or after the effective date of the amendments. We currently plan to apply the practical expedients as needed for any future acquisitions. The practical expedients cover contracts that were modified prior to acquisition date as well as determining which date an acquirer would have to determine the standalone selling price of each performance obligation in an acquired contract. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (EPS): Three Months Ended June 30, Six Months Ended June 30, In thousands, except per share data 2022 2021 2022 2021 Net loss available to common shareholders $ (36,967) $ (33,123) $ (36,061) $ (20,520) Weighted average common shares outstanding - Basic 45,066 45,142 45,042 43,344 Dilutive effect of stock-based awards — — — — Dilutive effect of convertible notes — — — — Weighted average common shares outstanding - Diluted 45,066 45,142 45,042 43,344 Net loss per common share - Basic $ (0.82) $ (0.73) $ (0.80) $ (0.47) Net loss per common share - Diluted $ (0.82) $ (0.73) $ (0.80) $ (0.47) Stock-based Awards For stock-based awards, the dilutive effect is calculated using the treasury stock method. Under this method, the dilutive effect is computed as if the awards were exercised at the beginning of the period (or at time of issuance, if later) and assumes the related proceeds were used to repurchase our common stock at the average market price during the period. Related proceeds include the amount the employee must pay upon exercise and the future compensation cost associated with the stock award. Approximately 0.9 million and 0.8 million stock-based awards were excluded from the calculation of diluted EPS for the three and six months ended June 30, 2022 because they were anti-dilutive. Approximately 0.4 million and 0.5 million stock-based awards were excluded from the calculation of diluted EPS for the three and six months ended June 30, 2021 because they were anti-dilutive. These stock-based awards could be dilutive in future periods. Convertible Notes and Warrants For our Convertible Notes issued in March 2021, the dilutive effect is calculated using the if-converted method. We are required, pursuant to the indenture governing our Convertible Notes, to settle the principal amount of the Convertible Notes in cash and may elect to settle the remaining conversion obligation (stock price in excess of conversion price) in cash, shares, or a combination thereof. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the Convertible Notes were converted. The average closing prices of our common stock for the quarter ended June 30, 2022 were used as the basis for determining the dilutive effect on EPS. The quarterly average closing prices for our common stock did not exceed the conversion price of $126.00, and therefore all associated shares were anti-dilutive. In conjunction with the issuance of the Convertible Notes, we sold warrants to purchase 3.7 million shares of Itron common stock. The warrants have a strike price of $180.00 per share. For calculating the dilutive effect of the warrants, we use the treasury stock method. With this method, we assume exercise of the warrants at the beginning of the period, or at time of issuance if later, and the issuance of common stock upon exercise. Proceeds from the exercise of the warrants are assumed to be used to repurchase shares of our stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be exercised with the warrants less the number of shares repurchased, are included in diluted weighted average common shares outstanding. For periods where the warrants strike price of $180.00 per share is greater than the average share price of Itron stock for the period, the warrants would be anti-dilutive. For the three and six months ended June 30, 2022, the quarterly average closing prices of our common stock did not exceed the warrant strike price and therefore 3.7 million shares were considered anti-dilutive. Convertible Note Hedge Transactions In connection with the issuance of the Convertible Notes, we entered into privately negotiated call option contracts on our common stock (the Convertible Note Hedge Transactions) with certain commercial banks (the Counterparties). The Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Convertible Notes, approximately 3.7 million shares of our common stock, the same number of shares initially underlying the Convertible Notes, at a strike price of approximately $126.00, subject to customary adjustments. The Convertible Note Hedge Transactions will expire upon the maturity of the Convertible Notes, subject to earlier exercise or termination. Exercise of the Convertible Note Hedge Transactions would reduce the number of shares of our common stock outstanding and therefore would be anti-dilutive. |
Certain Balance Sheet Component
Certain Balance Sheet Components | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Certain Balance Sheet Components | Certain Balance Sheet Components A summary of accounts receivable from contracts with customers is as follows: Accounts receivable, net In thousands June 30, 2022 December 31, 2021 Trade receivables (net of allowance of $5,630 and $5,730) $ 222,537 $ 261,124 Unbilled receivables 37,120 37,335 Total accounts receivable, net $ 259,657 $ 298,459 Allowance for credit losses account activity Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Beginning balance $ 5,598 $ 1,136 $ 5,730 $ 1,312 Provision for (release of) doubtful accounts, net 619 25 518 (42) Accounts recovered (written-off), net (322) (63) (244) (142) Effect of change in exchange rates (265) 9 (374) (21) Ending balance $ 5,630 $ 1,107 $ 5,630 $ 1,107 Inventories In thousands June 30, 2022 December 31, 2021 Raw materials $ 138,519 $ 122,434 Work in process 6,272 7,856 Finished goods 29,731 35,509 Total inventories $ 174,522 $ 165,799 Property, plant, and equipment, net In thousands June 30, 2022 December 31, 2021 Machinery and equipment $ 299,761 $ 314,502 Computers and software 112,470 111,540 Buildings, furniture, and improvements 134,272 131,764 Land 10,270 8,952 Construction in progress, including purchased equipment 29,832 39,527 Total cost 586,605 606,285 Accumulated depreciation (435,942) (443,101) Property, plant, and equipment, net $ 150,663 $ 163,184 Depreciation expense Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Depreciation expense $ 9,929 $ 12,112 $ 20,213 $ 24,949 |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities The gross carrying amount and accumulated amortization (accretion) of our intangible assets and liabilities, other than goodwill, were as follows: June 30, 2022 December 31, 2021 In thousands Gross Accumulated Net Gross Accumulated Net Intangible Assets Core-developed technology $ 499,042 $ (489,108) $ 9,934 $ 505,429 $ (491,047) $ 14,382 Customer contracts and relationships 322,882 (257,302) 65,580 336,421 (261,043) 75,378 Trademarks and trade names 72,175 (69,938) 2,237 74,551 (72,133) 2,418 Other 12,017 (11,738) 279 12,021 (11,670) 351 Total intangible assets $ 906,116 $ (828,086) $ 78,030 $ 928,422 $ (835,893) $ 92,529 Intangible Liabilities Customer contracts and relationships $ (23,900) $ 23,670 $ (230) $ (23,900) $ 23,441 $ (459) A summary of intangible assets and liabilities activity is as follows: Six Months Ended June 30, In thousands 2022 2021 Intangible assets, gross beginning balance $ 928,422 $ 1,000,037 Effect of change in exchange rates (22,306) (9,082) Intangible assets, gross ending balance $ 906,116 $ 990,955 Intangible liabilities, gross beginning balance $ (23,900) $ (23,900) Effect of change in exchange rates — — Intangible liabilities, gross ending balance $ (23,900) $ (23,900) Assumed intangible liabilities reflect the present value of the projected cash outflows for an existing contract where remaining costs are expected to exceed projected revenues. Estimated future annual amortization (accretion) is as follows: Year Ending December 31, Amortization Accretion Estimated Annual Amortization, net In thousands 2022 (amount remaining at June 30, 2022) $ 13,140 $ (230) $ 12,910 2023 18,967 — 18,967 2024 15,032 — 15,032 2025 14,300 — 14,300 2026 10,303 — 10,303 Thereafter 6,288 — 6,288 Total intangible assets subject to amortization (accretion) $ 78,030 $ (230) $ 77,800 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill Excluding Non Goodwill Intangibles [Abstract] | |
Goodwill | Goodwill The following table reflects changes in the carrying amount of goodwill for the six months ended June 30, 2022: In thousands Device Solutions Networked Solutions Outcomes Total Company Goodwill balance at January 1, 2022 $ 39,377 $ 918,005 $ 141,593 $ 1,098,975 Adjustment to goodwill acquired — (23) — (23) Goodwill impairment (38,480) — — (38,480) Effect of change in exchange rates (897) (20,318) (3,097) (24,312) Goodwill balance at June 30, 2022 $ — $ 897,664 $ 138,496 $ 1,036,160 On October 12, 2021, we acquired SELC Group Limited (SELC), from Sensus Metering Systems (LUXCO3) S.ár.l. During the six months ended June 30, 2022, an adjustment was recorded to the goodwill acquired. As the result of increases in raw material, component, labor and other costs, coupled with a decrease in forecasted revenue within the Device Solutions operating segment and reporting unit, which we determined during the second quarter of 2022, we performed an interim goodwill impairment test. At the conclusion of the test, a goodwill impairment of $38.5 million was recognized in our Corporate unallocated segment as of June 30, 2022. No interim impairment test was determined to be necessary for the Networked Solutions or Outcomes reporting units. Refer to Note 1: Summary of Significant Accounting Policies in Part II, Item 8: Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for a description of our reporting units and our method used to determine the fair values of our reporting units and to determine the amount of any goodwill impairment. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of our borrowings were as follows: In thousands June 30, 2022 December 31, 2021 Credit facility Multicurrency revolving line of credit $ — $ — Convertible notes 460,000 460,000 Total debt 460,000 460,000 Less: unamortized prepaid debt fees - convertible notes 8,631 9,772 Long-term debt, net $ 451,369 $ 450,228 Credit Facility On October 18, 2019, we amended our credit facility that was initially entered on January 5, 2018 (as amended the 2018 credit facility). The 2018 credit facility provides for committed credit facilities in the amount of $1.2 billion U.S. dollars. The 2018 credit facility consists of a $650 million U.S. dollar term loan (the term loan) and a multicurrency revolving line of credit (the revolver) with a principal amount of up to $500 million. The revolver also contains a $300 million standby letter of credit sub-facility and a $50 million swingline sub-facility. The October 18, 2019 amendment extended the maturity date to October 18, 2024 and re-amortized the term loan based on the new balance as of the amendment date. The amendment also modified the required interest payments and made it based on total net leverage instead of total leverage. Through the third quarter of 2020, amounts not borrowed under the revolver were subject to a commitment fee, which was paid in arrears on the last day of each fiscal quarter, ranging from 0.15% to 0.25% and drawn amounts were subject to a margin ranging from 1.00% to 1.75%. On October 19, 2020, we completed a second amendment to our 2018 credit facility. This amendment adjusts the maximum total net leverage ratio thresholds for the period beginning with the fourth quarter of 2020 through the fourth quarter of 2021 to allow for increased operational flexibility. The maximum leverage ratio is increased to 4.75:1 for the fourth quarter of 2020 and the first quarter of 2021 and 4.50:1 for the second quarter through the fourth quarter of 2021. An additional level of pricing was added to the existing pricing grid and is effective throughout the remaining term of the 2018 credit facility. Beginning with the fourth quarter of 2020, the commitment fee ranges from 0.15% to 0.30% and drawn amounts are subject to a margin ranging from 1.00% to 2.00%. Debt fees of approximately $1.4 million were incurred for the amendment, as well as other legal and advisory fees. Both the term loan and the revolver can be repaid without penalty. Amounts repaid on the term loan may not be reborrowed, and amounts borrowed under the revolver may be repaid and reborrowed until the revolver's maturity, at which time all outstanding loans together with all accrued and unpaid interest must be repaid. On March 8, 2021, we entered into a third amendment to our 2018 credit facility, which modified provisions to permit cash settlement upon the conversion of the Convertible Notes, the Convertible Note Hedge Transactions and Warrant Transactions and also to adjust certain settlement provisions for convertible indebtedness. Refer to Note 7: Derivative Financial Instruments for further details of the Convertible Note Hedge Transactions and Warrant Transactions. On February 25, 2022, we entered into a fourth amendment to our 2018 credit facility, which modifies to allow for the addback of non-cash expenses related to restructuring charges incurred during the quarter ended December 31, 2021 and also adjusts the maximum total net leverage ratio thresholds for the period beginning with the first quarter of 2022 through the fourth quarter of 2022 to allow for increased operational flexibility. The maximum leverage ratio is increased to 4.75:1 for the first through third quarters of 2022 and 4.50:1 for the fourth quarter of 2022. The 2018 credit facility permits us and certain of our foreign subsidiaries to borrow in U.S. dollars, euros, or, with lender approval, other currencies readily convertible into U.S. dollars. All obligations under the 2018 credit facility are guaranteed by Itron, Inc. and material U.S. domestic subsidiaries and are secured by a pledge of substantially all of the assets of Itron, Inc. and material U.S. domestic subsidiaries. This includes a pledge of 100% of the capital stock of material U.S. domestic subsidiaries and up to 66% of the voting stock (100% of the non-voting stock) of first-tier foreign subsidiaries. In addition, the obligations of any foreign subsidiary who is a foreign borrower, as defined by the 2018 credit facility, are guaranteed by the foreign subsidiary and by its direct and indirect foreign parents. The 2018 credit facility includes debt covenants, which contain certain financial thresholds and place certain restrictions on the incurrence of debt, investments, and the issuance of dividends. We were in compliance with the debt covenants under the 2018 credit facility at June 30, 2022. Under the 2018 credit facility, we elect applicable market interest rates for both the term loan and any outstanding revolving loans. We also pay an applicable margin, which is based on our total net leverage ratio as defined in the credit agreement. The applicable rates per annum may be based on either: (1) the LIBOR rate or EURIBOR rate (subject to a floor of 0%), plus an applicable margin, or (2) the Alternate Base Rate, plus an applicable margin. The Alternate Base Rate election is equal to the greatest of three rates: (i) the prime rate, (ii) the Federal Reserve effective rate plus 0.50%, or (iii) one-month LIBOR plus 1.00%. At June 30, 2022, there were no outstanding loan balances under the Credit Facility, and $64.7 million was utilized by outstanding standby letters of credit, resulting in $435.3 million available for additional borrowings or standby letters of credit within the revolver. At June 30, 2022, $235.3 million was available for additional standby letters of credit under the letter of credit sub-facility, and no amounts were outstanding under the swingline sub-facility. Convertible Notes On March 12, 2021, we closed the sale of the Convertible Notes in a private placement to qualified institutional buyers, resulting in net proceeds to us of $448.5 million after deducting initial purchasers’ discounts of the offering. The Convertible Notes do not bear regular interest, and the principal amount does not accrete. The Convertible Notes will mature on March 15, 2026, unless earlier repurchased, redeemed, or converted in accordance with their terms. No sinking fund is provided for the Convertible Notes. The initial conversion rate of the Convertible Notes is 7.9365 shares of our common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $126.00 per share. The conversion rate of the Convertible Notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the Convertible Notes) or upon a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be. Prior to the close of business on the business day immediately preceding December 15, 2025, the Convertible Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period (the measurement period) in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified corporate events; or (4) upon redemption by us. On or after December 15, 2025, until the close of business on the second scheduled trading day immediately preceding March 15, 2026, holders of the Convertible Notes may convert all or a portion of their notes at any time. Upon conversion, we will pay cash up to the aggregate principal amount of Convertible Notes to be converted and pay and/or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. On or after March 20, 2024 and prior to December 15, 2025, we may redeem for cash all or part of the Convertible Notes, at our option, if the last reported sales price of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption. The redemption price of each Convertible Notes to be redeemed will be the principal amount of such note, plus accrued and unpaid special interest, if any. Upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes), subject to a limited exception described in the indenture governing the Convertible Notes, holders may require us to repurchase all or a portion of their notes for cash at a price equal to plus accrued and unpaid special interest to, but not including, the fundamental change repurchase date (as defined in the indenture governing the Convertible Notes). The Convertible Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsubordinated debt and senior in right of payment to any future debt that is expressly subordinated in right of payment to the Convertible Notes. The Convertible Notes will be effectively subordinated to any of our existing and future secured debt to the extent of the assets securing such indebtedness. The Convertible Notes will be structurally subordinated to all existing debt and any future debt and any other liabilities of our subsidiaries. Debt Maturities The amount of required minimum principal payments on our long-term debt in aggregate over the next five years is as follows: Year Ending December 31, Minimum Payments In thousands 2022 (amount remaining at June 30, 2022) $ — 2023 — 2024 — 2025 — 2026 460,000 Thereafter — Total minimum payments on debt $ 460,000 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments As part of our risk management strategy, we use derivative instruments to hedge certain foreign currency and interest rate exposures. Refer to Note 13: Shareholders' Equity and Note 14: Fair Value of Financial Instruments for additional disclosures on our derivative instruments. The fair values of our derivative instruments are determined using the income approach and significant other observable inputs (and are classified as "Level 2" in the fair value hierarchy). We have used observable market inputs based on the type of derivative and the nature of the underlying instrument. The key inputs include interest rate yield curves (swap rates and futures) and foreign exchange spot and forward rates, all of which are available in an active market. We have utilized the mid-market pricing convention for these inputs. We include, as a discount to the derivative asset, the effect of our counterparty credit risk based on current published credit default swap rates when the net fair value of our derivative instruments is in a net asset position. We consider our own nonperformance risk when the net fair value of our derivative instruments is in a net liability position by discounting our derivative liabilities to reflect the potential credit risk to our counterparty through applying a current market indicative credit spread to all cash flows. The fair values of our derivative instruments were as follows: Fair Value Derivatives Assets Balance Sheet Location June 30, 2022 December 31, 2021 Derivatives not designated as hedging instruments under ASC 815-20 In thousands Foreign exchange forward contracts Other current assets $ 107 $ 37 Total asset derivatives $ 107 $ 37 Derivatives Liabilities Derivatives not designated as hedging instruments under ASC 815-20 Foreign exchange forward contracts Other current liabilities $ 157 $ 135 Total liability derivatives $ 157 $ 135 The changes in accumulated other comprehensive income (loss) (AOCI), net of tax, for our derivative and nonderivative hedging instruments designated as hedging instruments, net of tax, were as follows: In thousands 2022 2021 Net unrealized loss on hedging instruments at January 1, $ (14,590) $ (16,001) Unrealized gain (loss) on derivative instruments — 607 Realized (gains) losses reclassified into net income (loss) — 701 Net unrealized loss on hedging instruments at June 30, $ (14,590) $ (14,693) Reclassification of amounts related to hedging instruments are included in interest expense in the Consolidated Statements of Operations. Included in the net unrealized gain (loss) on hedging instruments at June 30, 2022 and 2021 is a loss of $14.4 million, net of tax, related to our nonderivative net investment hedge, which terminated in 2011. This loss on our net investment hedge will remain in AOCI until earnings are impacted by a sale or liquidation of the associated foreign operation. A summary of the effect of netting arrangements on our financial position related to the offsetting of our recognized derivative assets and liabilities under master netting arrangements or similar agreements is as follows: Offsetting of Derivative Assets Gross Amounts of Recognized Assets Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets In thousands Derivative Financial Instruments Cash Collateral Received Net Amount June 30, 2022 $ 107 $ (98) $ — $ 9 December 31, 2021 37 (37) — — Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets In thousands Derivative Financial Instruments Cash Collateral Pledged Net Amount June 30, 2022 $ 157 $ (98) $ — $ 59 December 31, 2021 135 (37) — 98 Our derivative assets and liabilities subject to netting arrangements include foreign exchange forward and interest rate contracts with three counterparties at June 30, 2022 and three counterparties at December 31, 2021. No derivative asset or liability balance with any of our counterparties was individually significant at June 30, 2022 or December 31, 2021. Our derivative contracts with each of these counterparties exist under agreements that provide for the net settlement of all contracts through a single payment in a single currency in the event of default. We have no pledges of cash collateral against our obligations, and we have not received pledges of cash collateral from our counterparties under the associated derivative contracts. Cash Flow Hedges As a result of our forecasted inventory purchases in a non-functional currency, we are exposed to foreign exchange risk. We hedge portions of these purchases. During February 2021, we entered into foreign exchange option contracts for a total notional amount of $76.5 million at a cost of $1.1 million. The contracts matured ratably through the year with final maturity occurring in October 2021. Changes in the fair values of the option contracts are recognized as a component of other comprehensive income (OCI) and are recognized in product cost of revenues when the hedged item affects earnings. We have not entered into any similar arrangements in 2022. The before-tax effects of our accounting for derivative instruments designated as hedges on AOCI were as follows: Derivatives in ASC 815-20 Amount of Gain (Loss) Gain (Loss) Reclassified from Location Amount In thousands 2022 2021 2022 2021 Three Months Ended June 30, Foreign exchange options $ — $ (1,058) Product cost of revenues $ — $ (8) Cross currency swap contract — (1,744) Interest expense — 24 Cross currency swap contract — — Other income (expense), net — (1,598) Six Months Ended June 30, Interest rate swap contract $ — $ 73 Interest expense $ — $ (229) Interest rate swap contract — — Other income (expense), net — (1,681) Foreign exchange options — (111) Product cost of revenues — (8) Cross currency swap contract — 669 Interest expense — 94 Cross currency swap contract — — Other income (expense), net — 656 Derivatives Not Designated as Hedging Relationships We are also exposed to foreign exchange risk when we enter into non-functional currency transactions, both intercompany and third party. At each period-end, non-functional currency monetary assets and liabilities are revalued with the change recognized within other income (expense) in our Consolidated Statements of Operations. We enter into monthly foreign exchange forward contracts, which are not designated for hedge accounting, with the intent to reduce earnings volatility associated with currency exposures. As of June 30, 2022, a total of 36 contracts were offsetting our exposures from the euro, pound sterling, Indonesian rupiah, Canadian dollar, Australian dollar and various other currencies, with notional amounts ranging from $111,352 to $57.7 million. The effect of our derivative instruments not designated as hedges on the Consolidated Statements of Operations was as follows: Derivatives Not Designated as Hedging Instrument under ASC 815-20 Location Gain (Loss) Recognized on Derivatives in Other Income (Expense) In thousands 2022 2021 Three Months Ended June 30, Foreign exchange forward contracts Other income (expense), net $ 118 $ (494) Six Months Ended June 30, Foreign exchange forward contracts Other income (expense), net $ (39) $ (463) We will continue to monitor and assess our interest rate and foreign exchange risk and may institute additional derivative instruments to manage such risk in the future. Convertible Note Hedge Transactions We paid an aggregate amount of $84.1 million for the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Convertible Notes, approximately 3.7 million shares of our common stock, the same number of shares initially underlying the Convertible Notes, at a strike price of approximately $126.00, subject to customary adjustments. The Convertible Note Hedge Transactions will expire upon the maturity of the Convertible Notes, subject to earlier exercise or termination. The Convertible Note Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the Convertible Note Hedge Transactions, is greater than the strike price of those Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions meet the criteria in Accounting Standards Codification (ASC) 815-40 to be classified within Stockholders' Equity, and therefore the transactions are not revalued after their issuance. We made a tax election to integrate the Convertible Notes and the call options. We are retaining the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election makes the call options deductible as original issue discount for tax purposes over the term of the Convertible Note, and results in a $20.6 million deferred tax asset recognized through equity. Warrant Transactions In addition, concurrently with entering into the Convertible Note Hedge Transactions, we separately entered into privately-negotiated Warrant Transactions (the Warrant Transactions), whereby we sold to the Counterparties warrants to acquire, collectively, subject to anti-dilution adjustments, 3.7 million shares of our common stock at an initial strike price of $180.00 per share, which represents a premium of 100% over the public offering price in the common stock issuance. We received aggregate proceeds of $45.3 million from the Warrant Transactions with the Counterparties, with such proceeds partially offsetting the costs of entering into the Convertible Note Hedge Transactions. The warrants expire in June 2026. If the market value per share of our common stock, as measured under the Warrants Transactions, exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless we elect, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, therefore the warrants are not revalued after issuance. |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plans | Defined Benefit Pension Plans We sponsor both funded and unfunded defined benefit pension plans offering death and disability, retirement, and special termination benefits for certain of our international employees, primarily in Germany, France, Indonesia, India, and Italy. The defined benefit obligation is calculated annually by using the projected unit credit method. The measurement date for the pension plans was December 31, 2021. Amounts recognized on the Consolidated Balance Sheets consist of: In thousands June 30, 2022 December 31, 2021 Liabilities Current portion of pension benefit obligation in wages and benefits payable $ 3,393 $ 3,088 Pension benefit obligation held for sale within other current liabilities — 11,513 Long-term portion of pension benefit obligation 77,396 87,863 Pension benefit obligation, net $ 80,789 $ 102,464 On November 2, 2021, Itron entered into an agreement to sell certain of its Gas device businesses and operations to Dresser Utility Solutions (Dresser) . The related disposal group was classified as held for sale during the fourth quarter of 2021. The disposal group was removed from our balance sheet when the transaction closed on February 28, 2022. Refer to Note 17: Sale of Business for additional information on the transaction. Our asset investment strategy focuses on maintaining a portfolio using primarily insurance funds, which are accounted for as investments and measured at fair value, in order to achieve our long-term investment objectives on a risk-adjusted basis. Our general funding policy for these qualified pension plans is to contribute amounts sufficient to satisfy regulatory funding standards of the respective countries for each plan. Net periodic pension benefit cost for our plans include the following components: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Service cost $ 708 $ 1,102 $ 1,502 $ 2,251 Interest cost 423 349 866 701 Expected return on plan assets (80) (88) (163) (177) Amortization of prior service costs 18 17 36 34 Amortization of actuarial net loss 196 694 431 1,389 Net periodic benefit cost $ 1,265 $ 2,074 $ 2,672 $ 4,198 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We grant stock-based compensation awards, including restricted stock units, phantom stock, and unrestricted stock units, under the Second Amended and Restated 2010 Stock Incentive Plan (Stock Incentive Plan). Prior to December 31, 2020, stock options were also granted as part of the stock-based compensation awards. In the Stock Incentive Plan, we have 12,623,538 shares of common stock reserved and authorized for issuance subject to stock splits, dividends, and other similar events. At June 30, 2022, 4,650,545 shares were available for grant. We issue new shares of common stock upon the exercise of stock options or when vesting conditions on restricted stock units are fully satisfied. These shares are subject to a fungible share provision such that the authorized share available for grant is reduced by (i) one share for every one share subject to a stock option or share appreciation right granted under the Plan and (ii) 1.7 shares for every one share of common stock that was subject to an award other than an option or share appreciation right. We also award phantom stock units, which are settled in cash upon vesting and accounted for as liability-based awards, with no impact to the shares available for grant. In addition, we maintain the Employee Stock Purchase Plan (ESPP), for which 108,827 shares of common stock were available for future issuance at June 30, 2022. ESPP activity and stock-based grants other than stock options and restricted stock units were not significant for the three and six months ended June 30, 2022 and 2021. Stock-Based Compensation Expense Total stock-based compensation expense and the related tax benefit were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Stock options $ 278 $ 371 $ 562 $ 711 Restricted stock units 5,869 5,511 11,453 11,442 Unrestricted stock awards 258 206 517 433 Phantom stock units 582 1,225 772 2,342 Total stock-based compensation $ 6,987 $ 7,313 $ 13,304 $ 14,928 Related tax benefit $ 1,434 $ 1,318 $ 2,803 $ 2,681 Stock Options A summary of our stock option activity is as follows: Shares Weighted Weighted Average Aggregate Weighted (In thousands) (Years) (In thousands) Outstanding, January 1, 2021 433 $ 61.95 6.9 $ 14,697 Granted — — $ — Exercised (31) 66.97 1,121 Forfeited (6) 83.33 Outstanding, June 30, 2021 396 $ 61.25 6.4 $ 15,349 Outstanding, January 1, 2022 393 $ 61.18 5.9 $ 4,737 Granted — — $ — Exercised — — — Forfeited (2) 87.27 Canceled (8) 78.84 Outstanding, June 30, 2022 383 $ 60.69 5.4 $ 1,729 Exercisable, June 30, 2022 333 $ 57.95 5.0 $ 1,729 At June 30, 2022, total unrecognized stock-based compensation expense related to nonvested stock options was $0.4 million, which is expected to be recognized over a weighted average period of approximately 0.7 years. Restricted Stock Units The following table summarizes restricted stock unit activity: In thousands, except fair value Number of Weighted Aggregate Outstanding, January 1, 2021 544 Granted 203 $ 98.94 Released (1) (194) $ 19,474 Forfeited (33) Outstanding, June 30, 2021 520 Outstanding, January 1, 2022 430 $ 85.77 Granted 356 53.47 Released (1) (157) 85.78 $ 8,430 Forfeited (45) 73.03 Outstanding, June 30, 2022 584 67.15 Vested but not released, June 30, 2022 11 $ 567 (1) Shares released is presented as gross shares and does not reflect shares withheld by us for employee payroll tax obligations. At June 30, 2022, total unrecognized compensation expense on restricted stock units was $32.1 million, which is expected to be recognized over a weighted average period of approximately 1.8 years. The weighted average assumptions used to estimate the fair value of performance-based restricted stock units granted with a service and market condition and the resulting weighted average fair value are as follows: Six Months Ended June 30, 2022 2021 Expected volatility 55.7 % 50.5 % Risk-free interest rate 1.7 % 0.2 % Expected term (years) 2.9 2.9 Weighted average fair value $ 57.88 $ 113.75 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We determine the interim tax benefit (provision) by applying an estimate of the annual effective tax rate to the year-to-date pretax book income (loss) and adjusting for discrete items during the reporting period, if any. Tax jurisdictions with losses for which tax benefits cannot be realized, as well as significant unusual or infrequently occurring items that are separately reported, are excluded from the annual effective tax rate. Our tax rate for the three and six months ended June 30, 2022 of (2)% and (14)%, respectively, differed from the federal statutory rate of 21% due to the impact of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, GILTI (Global Intangible Low-Taxed Income) and Subpart F tax, net of Section 250 deduction (largely driven by research and development capitalization), discrete tax expense related to the Dresser divestiture, a discrete tax benefit due to goodwill impairment, an expense related to stock-based compensation, tax credits, and uncertain tax positions. Our tax rate for the three and six months ended June 30, 2021 of 1% and (31)%, respectively, differed from the federal statutory rate of 21% primarily due to reserves recognized on deferred sales price receivables in the second quarter related to the 2020 divestiture of the majority of our Latin American business activities. This item was recognized for tax as a discrete and resulted in no tax benefit. Other rate drivers include losses in jurisdictions for which no benefit is recognized because of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, a benefit related to stock-based compensation, and uncertain tax positions. Beginning January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them over five or fifteen years. Although Congress is considering legislation that would defer the capitalization and amortization requirement, there is no assurance that the provision will be repealed or otherwise modified. As a result of research and development conducted outside of the U.S., we expect additional GILTI (Global Intangible Low-Taxed Income) tax, net of Section 250 deduction for 2022. The income tax provision has been prepared according to this currently enacted tax legislation, but a change in tax law with regards to capitalization of research and development expenditures would have a material beneficial impact on our annual effective tax rate. We classify interest expense and penalties related to unrecognized tax liabilities and interest income on tax overpayments as components of income tax expense. The net interest and penalties expense amounts recognized were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Net interest and penalties expense $ 446 $ 188 $ 616 $ (42) Accrued interest and penalties recognized were as follows: In thousands June 30, 2022 December 31, 2021 Accrued interest $ 3,407 $ 2,964 Accrued penalties 712 747 Unrecognized tax benefits related to uncertain tax positions and the amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate were as follows: In thousands June 30, 2022 December 31, 2021 Unrecognized tax benefits related to uncertain tax positions $ 139,214 $ 139,529 The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate 139,207 139,503 At June 30, 2022, we are under examination by certain tax authorities. We believe we have appropriately accrued for the expected outcome of all tax matters and do not currently anticipate that the ultimate resolution of these examinations will have a material adverse effect on our financial condition, future results of operations, or cash flows. Based upon the timing and outcome of examinations, litigation, the impact of legislative, regulatory, and judicial developments, and the impact of these items on the statute of limitations, it is reasonably possible that the related unrecognized tax benefits could change from those recognized within the next twelve months. However, at this time, an estimate of the range of reasonably possible adjustments to the balance of unrecognized tax benefits cannot be made. We file income tax returns in various jurisdictions. The material jurisdictions where we are subject to examination include, among others, the United States, France, Germany, Italy, Indonesia, and the United Kingdom. On March 27, 2020, the U.S. Federal government passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act to provide economic relief from COVID-19. The CARES Act also provides employer payroll tax credits for wages paid to employees who are unable to work during the COVID-19 outbreak and options to defer payroll tax payments. The Company has elected to defer remittances of payroll and other taxes into the future as provided for under the Act. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantees and Indemnifications We are often required to obtain standby letters of credit (LOCs) or bonds in support of our obligations for customer contracts. These standby LOCs or bonds typically provide a guarantee to the customer for our future performance, which usually covers the installation phase of a contract and may, on occasion, cover the operations and maintenance phase of outsourcing contracts. Our available lines of credit, outstanding standby LOCs, and bonds were as follows: In thousands June 30, 2022 December 31, 2021 Credit facility Multicurrency revolving line of credit $ 500,000 $ 500,000 Standby LOCs issued and outstanding (64,651) (64,374) Net available for additional borrowings under the multicurrency revolving line of credit $ 435,349 $ 435,626 Net available for additional standby LOCs under sub-facility $ 235,349 $ 235,626 Unsecured multicurrency revolving lines of credit with various financial institutions Multicurrency revolving lines of credit $ 101,168 $ 94,845 Standby LOCs issued and outstanding (10,989) (19,957) Short-term borrowings — — Net available for additional borrowings and LOCs $ 90,179 $ 74,888 Unsecured surety bonds in force $ 277,216 $ 281,270 In the event any such standby LOC or bond is called, we would be obligated to reimburse the issuer of the standby LOC or bond; however, as of August 4, 2022, we do not believe any outstanding standby LOCs or bonds will be called. We generally provide an indemnification related to the infringement of any patent, copyright, trademark, or other intellectual property right on software or equipment within our sales contracts, which indemnifies the customer from, and pays the resulting costs, damages, and attorney's fees awarded against a customer with respect to, such a claim provided that (a) the customer Legal Matters We are subject to various legal proceedings and claims of which the outcomes are subject to significant uncertainty. Our policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. A determination of the amount of the liability required, if any, for these contingencies is made after an analysis of each known issue. A liability would be recognized and charged to operating expense when we determine that a loss is probable and the amount can be reasonably estimated. Additionally, we disclose contingencies for which a material loss is reasonably possible, but not probable. Warranty A summary of the warranty accrual account activity is as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Beginning balance $ 30,835 $ 39,334 $ 32,022 $ 41,390 New product warranties 968 900 2,434 1,686 Other adjustments and expirations, net (107) (683) (65) 1,606 Claims activity (2,338) (3,515) (4,772) (7,884) Effect of change in exchange rates (649) 174 (910) (588) Ending balance 28,709 36,210 28,709 36,210 Less: current portion of warranty 17,378 20,299 17,378 20,299 Long-term warranty $ 11,331 $ 15,911 $ 11,331 $ 15,911 Total warranty expense is classified within cost of revenues and consists of new product warranties issued, costs related to insurance and supplier recoveries, other changes and adjustments to warranties, and customer claims. Warranty expense was as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Total warranty expense $ 861 $ 217 $ 2,369 $ 3,292 |
Restructuring (Notes)
Restructuring (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 2021 Projects On October 29, 2021, our Board of Directors approved a restructuring plan (the 2021 Projects), which in conjunction with the announcement of the sale of certain of our Gas device manufacturing operations (refer to Note 17: Sale of Business ), includes activities to drive reductions in certain locations and functional support areas. These projects are to be substantially complete by the end of 2024. Certain of Itron's employees are represented by unions or works councils, which requires consultation, and potential restructuring projects may be subject to regulatory approval, both of which could impact the timing of planned savings in certain jurisdictions. The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2021 Projects were as follows: In thousands Total Expected Costs at June 30, 2022 Costs Recognized in Prior Periods Cost Recognized During the Six Months Ended June 30, 2022 Expected Remaining Costs to be Recognized at June 30, 2022 Employee severance costs $ 41,876 $ 49,013 $ (7,137) $ — Asset impairments & net loss (gain) on sale or disposal 8,433 9,246 (813) — Other restructuring costs 5,507 2,452 430 2,625 Total $ 55,816 $ 60,711 $ (7,520) $ 2,625 2020 Projects In September 2020, our Board of Directors approved a restructuring plan (the 2020 Projects), which includes activities that continue our efforts to optimize our global supply chain and manufacturing operations, sales and marketing organizations, and other overhead. These projects are scheduled to be substantially complete by the end of 2022. Certain of Itron's employees are represented by unions or works councils, which requires consultation, and potential restructuring projects may be subject to regulatory approval, both of which could impact the timing of planned savings in certain jurisdictions. The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2020 Projects were as follows: In thousands Total Expected Costs at June 30, 2022 Costs Recognized in Prior Periods Cost Recognized During the Six Months Ended June 30, 2022 Expected Remaining Costs to be Recognized at June 30, 2022 Employee severance costs $ 21,753 $ 24,532 $ (2,779) $ — Asset impairments & net loss (gain) on sale or disposal 6,438 6,442 (4) — Other restructuring costs 7,540 6,170 478 892 Total $ 35,731 $ 37,144 $ (2,305) $ 892 The following table summarizes the activity within the restructuring-related balance sheet accounts for the 2021 Projects and 2020 Projects during the six months ended June 30, 2022: In thousands Accrued Employee Severance Asset Impairments & Net Loss (Gain) on Sale or Disposal Other Accrued Costs Total Beginning balance, $ 79,876 $ — $ 5,130 $ 85,006 Costs charged to expense (9,916) (817) 908 (9,825) Cash payments (8,651) — (2,388) (11,039) Cash receipts — 1,154 — 1,154 Net assets disposed and impaired — (337) — (337) Effect of change in exchange rates (4,462) — (178) (4,640) Ending balance, June 30, 2022 $ 56,847 $ — $ 3,472 $ 60,319 Asset impairments are determined at the asset group level. Revenues and net operating income from the activities we have exited or will exit under the restructuring projects are not material to our operating segments or consolidated results. Other restructuring costs include expenses for employee relocation, professional fees associated with employee severance, costs to exit the facilities once the operations in those facilities have ceased, and other costs associated with the liquidation of any affected legal entities. Costs associated with restructuring activities are generally presented in the Consolidated Statements of Operations as restructuring, except for certain costs associated with inventory write-downs, which are classified within cost of revenues, and accelerated depreciation expense, which is recognized according to the use of the asset. Restructuring expense is part of the Corporate unallocated segment and does not impact the results of our operating segments. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Preferred Stock We have authorized the issuance of 10 million shares of preferred stock with no par value. In the event of a liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, the holders of any outstanding preferred stock would be entitled to be paid a preferential amount per share to be determined by the Board of Directors prior to any payment to holders of common stock. There was no preferred stock issued or outstanding at June 30, 2022 or December 31, 2021. Stock Repurchase Authorization Effective November 1, 2021, Itron's Board of Directors authorized a share repurchase up to $100 million of our common stock over an 18-month period (the 2021 Stock Repurchase Program). Repurchases are made in the open market or in privately negotiated transactions, and in accordance with applicable securities laws. During the first quarter of 2022, we repurchased 279,968 shares of our common stock under the 2021 Stock Repurchase Program. The average price paid per share was $60.60 (excluding commissions) for total of $17.0 million. No shares were repurchased during the second quarter of 2022. Following the announcement of the program and through June 30, 2022, we repurchased 405,282 shares at an average share price of $61.67 (excluding commissions) for a total of $25.0 million. Convertible Note Hedge Transactions We paid an aggregate amount of $84.1 million for the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Convertible Notes, approximately 3.7 million shares of our common stock, the same number of shares initially underlying the Convertible Notes, at a strike price of approximately $126.00, subject to customary adjustments. The Convertible Note Hedge Transactions will expire upon the maturity of the Convertible Notes, subject to earlier exercise or termination. The Convertible Note Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of our Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted notes, as the case may be, in the event the price per share of our common stock, as measured under the terms of the Convertible Note Hedge Transactions, is greater than the strike price of the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, therefore the Convertible Note Hedge Transactions are not revalued after their issuance. We made a tax election to integrate the Convertible Notes and the call options. We are retaining the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election makes the call options deductible as original issue discount for tax purposes over the term of the Convertible Note, and results in a $20.6 million deferred tax asset recognized through equity. Warrant Transactions In addition, concurrently with entering into the Convertible Note Hedge Transactions, we separately entered into privately-negotiated Warrant Transactions, whereby we sold to the Counterparties warrants to acquire, collectively, subject to anti-dilution adjustments, 3.7 million shares of our common stock at an initial strike price of $180.00 per share, which represents a premium of 100% over the public offering price in the common stock issuance. We received aggregate proceeds of $45.3 million from the Warrant Transactions with the Counterparties, with such proceeds partially offsetting the costs of entering into the Convertible Note Hedge Transactions. The warrants expire in June 2026. If the market value per share of our common stock, as measured under the Warrant Transactions, exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless we elect, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore the warrants are not revalued after issuance. Accumulated Other Comprehensive Income (Loss) The changes in the components of AOCI, net of tax, were as follows: In thousands Foreign Currency Translation Adjustments Net Unrealized Gain (Loss) on Derivative Instruments Net Unrealized Gain (Loss) on Nonderivative Instruments Pension Benefit Obligation Adjustments Accumulated Other Comprehensive Income (Loss) Balances at January 1, 2021 $ (84,843) $ (1,621) $ (14,380) $ (37,682) $ (138,526) OCI before reclassifications (9,354) 607 — — (8,747) Amounts reclassified from AOCI — 701 — 1,400 2,101 Total other comprehensive income (loss) (9,354) 1,308 — 1,400 (6,646) Balances at June 30, 2021 $ (94,197) $ (313) $ (14,380) $ (36,282) $ (145,172) Balances at January 1, 2022 $ (111,766) $ (210) $ (14,380) $ (21,742) $ (148,098) OCI before reclassifications (27,519) — — 4,189 (23,330) Amounts reclassified from AOCI 55,436 — — 287 55,723 Total other comprehensive income (loss) 27,917 — — 4,476 32,393 Balances at June 30, 2022 $ (83,849) $ (210) $ (14,380) $ (17,266) $ (115,705) The before-tax, income tax (provision) benefit, and net-of-tax amounts related to each component of OCI were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Before-tax amount Foreign currency translation adjustment $ (20,687) $ 5,811 $ (27,537) $ (9,114) Foreign currency translation adjustment reclassified to net income for sale of business — — 55,436 — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — (2,802) — 625 Net hedging (gain) loss reclassified to net income — 1,582 — 1,168 Net unrealized gain (loss) on defined benefit plans — — 4,205 — Net defined benefit plan (gain) loss reclassified to net income 214 711 288 1,423 Total other comprehensive income (loss), before tax $ (20,473) $ 5,302 $ 32,392 $ (5,898) Tax (provision) benefit Foreign currency translation adjustment $ 59 $ (153) $ 18 $ (240) Foreign currency translation adjustment reclassified to net income for sale of business — — — — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — — — (18) Net hedging (gain) loss reclassified to net income — — — (467) Net unrealized gain (loss) on defined benefit plans (7) — (16) — Net defined benefit plan (gain) loss reclassified to net income (1) (12) (1) (23) Total other comprehensive income (loss) tax (provision) benefit $ 51 $ (165) $ 1 $ (748) Net-of-tax amount Foreign currency translation adjustment $ (20,628) $ 5,658 $ (27,519) $ (9,354) Foreign currency translation adjustment reclassified to net income for sale of business — — 55,436 — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — (2,802) — 607 Net hedging (gain) loss reclassified to net income — 1,582 — 701 Net unrealized gain (loss) on defined benefit plans (7) — 4,189 — Net defined benefit plan (gain) loss reclassified to net income 213 699 287 1,400 Total other comprehensive income (loss), net of tax $ (20,422) $ 5,137 $ 32,393 $ (6,646) |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Instruments | The fair values at June 30, 2022 and December 31, 2021 do not reflect subsequent changes in the economy, interest rates, tax rates, and other variables that may affect the determination of fair value. June 30, 2022 December 31, 2021 In thousands Carrying Fair Carrying Fair Credit facility Multicurrency revolving line of credit $ — $ — $ — $ — Convertible notes 451,369 366,146 450,228 422,749 The following methods and assumptions were used in estimating fair values: Cash and cash equivalents: Due to the liquid nature of these instruments, the carrying amount approximates fair value (Level 1). Credit Facility - term loan and multicurrency revolving line of credit: The term loan and the revolver are not traded publicly. The fair values, which are determined based upon a hypothetical market participant, are calculated using a discounted cash flow model with Level 2 inputs, including estimates of incremental borrowing rates for debt with similar terms, maturities, and credit profiles. Refer to Note 6: Debt for a further discussion of our debt. Convertible Notes: The Convertible Notes are not listed on any securities exchange but may be actively traded. The fair value is estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets. Derivatives: Refer to Note 7: Derivative Financial Instruments for a description of our methods and assumptions in determining the fair value of our derivatives, which were determined using Level 2 inputs. Each derivative asset and liability has a carrying value equal to fair value. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | We operate under the Itron brand worldwide and manage and report under three operating segments: Device Solutions, Networked Solutions, and Outcomes. We have three GAAP measures of segment performance: revenues, gross profit (gross margin), and operating income (operating margin). Intersegment revenues are minimal. Certain operating expenses are allocated to the operating segments based upon internally established allocation methodologies. Corporate operating expenses, interest income, interest expense, other income (expense), and the income tax provision (benefit) are neither allocated to the segments, nor are they included in the measure of segment performance. Goodwill impairment charges are recognized in Corporate unallocated. Refer to Note 5: Goodwill for discussion of goodwill impairment recognized during the second quarter of 2022. In addition, we allocate only certain production assets and intangible assets to our operating segments. We do not manage the performance of the segments on a balance sheet basis. Segment Products Device Solutions – This segment primarily includes hardware products used for measurement, control, or sensing that do not have communications capability embedded for use with our broader Itron systems, i.e., hardware-based products not part of a complete end-to-end solution. Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard gas, electricity, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters that are not a part of an Itron end-to-end solution, such as Smart Spec meters; and the implementation and installation of non-communicating devices. Networked Solutions – This segment primarily includes a combination of communicating devices (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, and associated application software designed and sold as a complete solution for acquiring and transporting robust application-specific data. Networked Solutions includes products and software for the implementation, installation, and management of communicating devices and data networks. Examples from the Networked Solutions portfolio include: communicating measurement, control, or sensing endpoints, such as our Itron OpenWay® Centron and Riva meters, Itron traditional ERT® technology, Intelis smart gas meters, 500G gas communication modules, 500W water communication modules, GenX networking infrastructure products and network interface cards (NICs), Smart City control and management software, Distribution Automation bridge devices, and specific network control and management software applications. The Industrial Internet of Things (IIoT) solutions supported by this segment include automated meter reading (AMR), advanced metering infrastructure (AMI), smart grid and distribution automation, smart street lighting, and an ever-growing set of smart city applications such as traffic management, smart parking, air quality monitoring, electric vehicle charging, customer engagement, digital signage, acoustic (e.g., gunshot) detection, and leak detection and mitigation for both gas and water systems. Our IIoT platform allows all these industry and smart city applications to be run and managed on a single, multi-purpose network. Outcomes – This segment primarily includes our value-added, enhanced software and services in which we manage, organize, analyze, and interpret data to improve decision making, maximize operational profitability, drive resource efficiency, and deliver results for consumers, utilities, and smart cities. Outcomes places an emphasis on delivering to Itron customers high- value, turn-key, digital experiences by leveraging the footprint of our Device Solutions and Networked Solutions segments. The revenues from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other products on behalf of our end customers. Examples from the Outcomes portfolio include: our meter data management and analytics offerings; our managed service solutions including Network-as-a-Service (NaaS) and Platform-as-a-Service (PaaS); forecasting software and services; our Distributed Energy Management suite of products and services; our Distributed Intelligence suite of applications and services; and any consulting-based engagement. Within the Outcomes segment, we also identify new business models, including performance-based contracting, to drive broader portfolio offerings across utilities and cities. Revenues, gross profit, and operating income associated with our operating segments were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Product revenues Device Solutions $ 103,433 $ 160,647 $ 241,319 $ 330,978 Networked Solutions 241,592 235,167 490,860 493,870 Outcomes 14,873 15,905 27,529 29,675 Total Company $ 359,898 $ 411,719 $ 759,708 $ 854,523 Service revenues Device Solutions $ 1,377 $ 2,320 $ 3,056 $ 4,770 Networked Solutions 27,870 29,891 57,422 59,502 Outcomes 42,737 45,482 87,027 90,191 Total Company $ 71,984 $ 77,693 $ 147,505 $ 154,463 Total revenues Device Solutions $ 104,810 $ 162,967 $ 244,375 $ 335,748 Networked Solutions 269,462 265,058 548,282 553,372 Outcomes 57,610 61,387 114,556 119,866 Total Company $ 431,882 $ 489,412 $ 907,213 $ 1,008,986 Gross profit Device Solutions $ 13,878 $ 30,452 $ 35,684 $ 62,748 Networked Solutions 89,909 95,953 181,260 208,712 Outcomes 22,318 23,470 44,385 45,459 Total Company $ 126,105 $ 149,875 $ 261,329 $ 316,919 Operating income (loss) Device Solutions $ 5,459 $ 19,988 $ 17,037 $ 41,689 Networked Solutions 62,282 64,630 123,289 143,921 Outcomes 9,109 12,537 17,450 22,873 Corporate unallocated (110,377) (104,087) (184,484) (184,475) Total Company (33,527) (6,932) (26,708) 24,008 Total other income (expense) (2,697) (25,729) (4,761) (38,428) Loss before income taxes $ (36,224) $ (32,661) $ (31,469) $ (14,420) For the three and six months ended June 30, 2022 and 2021, no customer represented more than 10% of total company revenue. Revenues by region were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 United States and Canada $ 311,831 $ 308,673 $ 629,724 $ 634,209 Europe, Middle East, and Africa 96,921 150,851 226,227 311,220 Asia Pacific 23,130 29,888 51,262 63,557 Total Company $ 431,882 $ 489,412 $ 907,213 $ 1,008,986 Depreciation expense is allocated to the operating segments based upon each segment's use of the assets. All amortization expense is recognized within Corporate unallocated. Depreciation and amortization of intangible assets expense associated with our operating segments was as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Device Solutions $ 3,549 $ 5,609 $ 7,483 $ 11,797 Networked Solutions 4,285 4,252 8,725 8,527 Outcomes 1,218 1,129 2,127 2,363 Corporate unallocated 7,362 10,119 14,916 20,232 Total Company $ 16,414 $ 21,109 $ 33,251 $ 42,919 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenues [Abstract] | |
Revenue Recognition | A summary of significant net changes in the contract assets and the contract liabilities balances during the period is as follows: In thousands Contract Liabilities, Less Contract Assets Beginning balance, January 1, 2022 $ 83,180 Revenues recognized from beginning contract liability (46,816) Cumulative catch-up adjustments 413 Increases due to amounts collected or due 184,487 Revenues recognized from current period increases (115,354) Other (1,377) Ending balance, June 30, 2022 $ 104,533 On January 1, 2022, total contract assets were $33.7 million and total contract liabilities were $116.9 million. On June 30, 2022, total contract assets were $47.3 million and total contract liabilities were $151.8 million. The contract assets primarily relate to contracts that include a retention clause and allocations related to contracts with multiple performance obligations. The contract liabilities primarily relate to deferred revenue, such as extended warranty and maintenance cost. The cumulative catch-up adjustments relate to contract modifications, measure-of-progress changes, and changes in the estimate of the transaction price. Transaction price allocated to the remaining performance obligations Total transaction price allocated to remaining performance obligations represents committed but undelivered products and services for contracts and purchase orders at period end. Twelve-month remaining performance obligations represent the portion of total transaction price allocated to remaining performance obligations that we estimate will be recognized as revenue over the next 12 months. Total transaction price allocated to remaining performance obligations is not a complete measure of our future revenues as we also receive orders where the customer may have legal termination rights but are not likely to terminate. Total transaction price allocated to remaining performance obligations related to contracts is approximately $1.5 billion for the next twelve months and approximately $1.2 billion for periods longer than 12 months. The total remaining performance obligations consist of product and service components. The service component relates primarily to maintenance agreements for which customers pay a full year's maintenance in advance, and service revenues are generally recognized over the service period. Total transaction price allocated to remaining performance obligations also includes our extended warranty contracts, for which revenue is recognized over the warranty period, and hardware, which is recognized as units are delivered. The estimate of when remaining performance obligations will be recognized requires significant judgment. Cost to obtain a contract and cost to fulfill a contract with a customer Cost to obtain a contract and costs to fulfill a contract were capitalized and amortized using a systematic rational approach to align with the transfer of control of underlying contracts with customers. While amounts were capitalized, they are not material. Disaggregation of revenue Refer to Note 15: Segment Information and the Consolidated Statements of Operations for disclosure regarding the disaggregation of revenue into categories, which depict how revenue and cash flows are affected by economic factors. Specifically, our operating segments and geographical regions as disclosed, and categories for products, which include hardware and software and services, are presented. |
Sale of Business
Sale of Business | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Business | Sale to Dresser On November 2, 2021, Itron entered into a definitive securities and asset purchase agreement to sell certain of its Gas device manufacturing and business operations in Europe and North America to Dresser. The sale included one German subsidiary – Itron GmbH along with its business operations, personnel, and the owned manufacturing facility in Karlsruhe; the business operations, personnel, and assets associated with the leased manufacturing facility in Argenteuil, France; and the business and manufacturing assets maintained at one of our contract manufacturers in North America. The transaction closed on February 28, 2022. The final sales price and loss on sale will be determined and recognized after the finalization of the working capital adjustment, expected in the third quarter of 2022. As of December 31, 2021, we recognized a pre-tax impairment loss of $34.4 million as well as $3.1 million for professional services in conjunction with the planned sale to Dresser (classified within loss on sale of business within the Consolidated Statements of Operations). In determining the amount of the impairment loss for the assets of this transaction during the fourth quarter of 2021, we included $59.7 million of accumulated foreign currency translation losses and $0.9 million in unrealized loss on defined benefit pension plans, both classified within AOCI. Upon closing of the sale transaction in the first quarter of 2022, the then outstanding amounts in AOCI were reclassified to net income through loss on sale of business for a total of $55.4 million, with a corresponding reversal of the impairment loss originally booked in the fourth quarter of 2021. The difference between the amounts included for the impairment loss in the fourth quarter of 2021 and the first quarter of 2022 was driven by the change in the euro to U.S. dollar exchange rate, and operating results for the period owned in 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Financial Statement Preparation The consolidated financial statements presented in this Quarterly Report on Form 10-Q are unaudited and reflect entries necessary for the fair presentation of the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2022 and 2021, Consolidated Statements of Equity for the three months ended June 30, 2022 and 2021 and March 31, 2022 and 2021, the Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021, and the Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021, of Itron, Inc. and its subsidiaries. All entries required for the fair presentation of the financial statements are of a normal recurring nature, except as disclosed. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year or for any other period. Certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been partially or completely omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim results. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2021 filed with the SEC in our Annual Report on Form 10-K on February 28, 2022 (2021 Annual Report). There have been no significant changes in financial statement preparation or significant accounting policies since December 31, 2021. |
New Accounting Pronouncements | Recently Adopted Accounting Standards In May 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-04 amending Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). The amendment affects entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. We adopted this amendment as of the effective date of January 1, 2022. The adoption of this amendment did not have a material impact on our financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments . The amendments in this Update modify the lease classification requirements for lessors to align them with practice under Topic 840, particularly in the area of day-one loss accounting. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if certain criteria are met. The effective date for this amendment was January 1, 2022. The adoption of this amendment did not have a material impact on our financial statements. In November 2021, the FASB issued ASU 2021-10 amending Government Assistance: ( Topic 832) . The FASB issued this Update to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements. The effective date for this amendment was January 1, 2022. The adoption of this amendment did not have a material impact on our financial statements. Recent Accounting Standards Not Yet Adopted In October 2021, the FASB issued ASU 2021-08 amending Business Combination: ( Topic 805), which was necessary due to 2014-09, Revenue from Contracts with Customers (Topic 606). The FASB issued this Update to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) recognition of an acquired contract liability and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The effective date for this amendment is January 1, 2023 and all interim periods thereafter. These amendments are to be applied prospectively to business combinations occurring on or after the effective date of the amendments. We currently plan to apply the practical expedients as needed for any future acquisitions. The practical expedients cover contracts that were modified prior to acquisition date as well as determining which date an acquirer would have to determine the standalone selling price of each performance obligation in an acquired contract. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (EPS): Three Months Ended June 30, Six Months Ended June 30, In thousands, except per share data 2022 2021 2022 2021 Net loss available to common shareholders $ (36,967) $ (33,123) $ (36,061) $ (20,520) Weighted average common shares outstanding - Basic 45,066 45,142 45,042 43,344 Dilutive effect of stock-based awards — — — — Dilutive effect of convertible notes — — — — Weighted average common shares outstanding - Diluted 45,066 45,142 45,042 43,344 Net loss per common share - Basic $ (0.82) $ (0.73) $ (0.80) $ (0.47) Net loss per common share - Diluted $ (0.82) $ (0.73) $ (0.80) $ (0.47) |
Certain Balance Sheet Compone_2
Certain Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Accounts Receivable, Net | A summary of accounts receivable from contracts with customers is as follows: Accounts receivable, net In thousands June 30, 2022 December 31, 2021 Trade receivables (net of allowance of $5,630 and $5,730) $ 222,537 $ 261,124 Unbilled receivables 37,120 37,335 Total accounts receivable, net $ 259,657 $ 298,459 |
Allowance for Credit Losses on Financing Receivables | Allowance for credit losses account activity Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Beginning balance $ 5,598 $ 1,136 $ 5,730 $ 1,312 Provision for (release of) doubtful accounts, net 619 25 518 (42) Accounts recovered (written-off), net (322) (63) (244) (142) Effect of change in exchange rates (265) 9 (374) (21) Ending balance $ 5,630 $ 1,107 $ 5,630 $ 1,107 |
Inventories | Inventories In thousands June 30, 2022 December 31, 2021 Raw materials $ 138,519 $ 122,434 Work in process 6,272 7,856 Finished goods 29,731 35,509 Total inventories $ 174,522 $ 165,799 |
Property, Plant, and Equipment, Net | Property, plant, and equipment, net In thousands June 30, 2022 December 31, 2021 Machinery and equipment $ 299,761 $ 314,502 Computers and software 112,470 111,540 Buildings, furniture, and improvements 134,272 131,764 Land 10,270 8,952 Construction in progress, including purchased equipment 29,832 39,527 Total cost 586,605 606,285 Accumulated depreciation (435,942) (443,101) Property, plant, and equipment, net $ 150,663 $ 163,184 |
Depreciation Expense | Depreciation expense Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Depreciation expense $ 9,929 $ 12,112 $ 20,213 $ 24,949 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets by Major Class | The gross carrying amount and accumulated amortization (accretion) of our intangible assets and liabilities, other than goodwill, were as follows: June 30, 2022 December 31, 2021 In thousands Gross Accumulated Net Gross Accumulated Net Intangible Assets Core-developed technology $ 499,042 $ (489,108) $ 9,934 $ 505,429 $ (491,047) $ 14,382 Customer contracts and relationships 322,882 (257,302) 65,580 336,421 (261,043) 75,378 Trademarks and trade names 72,175 (69,938) 2,237 74,551 (72,133) 2,418 Other 12,017 (11,738) 279 12,021 (11,670) 351 Total intangible assets $ 906,116 $ (828,086) $ 78,030 $ 928,422 $ (835,893) $ 92,529 Intangible Liabilities Customer contracts and relationships $ (23,900) $ 23,670 $ (230) $ (23,900) $ 23,441 $ (459) |
Summary of Intangible Asset Account Activity | A summary of intangible assets and liabilities activity is as follows: Six Months Ended June 30, In thousands 2022 2021 Intangible assets, gross beginning balance $ 928,422 $ 1,000,037 Effect of change in exchange rates (22,306) (9,082) Intangible assets, gross ending balance $ 906,116 $ 990,955 Intangible liabilities, gross beginning balance $ (23,900) $ (23,900) Effect of change in exchange rates — — Intangible liabilities, gross ending balance $ (23,900) $ (23,900) |
Schedule of Intangible Assets, Future Amortization Expense | Estimated future annual amortization (accretion) is as follows: Year Ending December 31, Amortization Accretion Estimated Annual Amortization, net In thousands 2022 (amount remaining at June 30, 2022) $ 13,140 $ (230) $ 12,910 2023 18,967 — 18,967 2024 15,032 — 15,032 2025 14,300 — 14,300 2026 10,303 — 10,303 Thereafter 6,288 — 6,288 Total intangible assets subject to amortization (accretion) $ 78,030 $ (230) $ 77,800 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill Excluding Non Goodwill Intangibles [Abstract] | |
Schedule of Goodwill | The following table reflects changes in the carrying amount of goodwill for the six months ended June 30, 2022: In thousands Device Solutions Networked Solutions Outcomes Total Company Goodwill balance at January 1, 2022 $ 39,377 $ 918,005 $ 141,593 $ 1,098,975 Adjustment to goodwill acquired — (23) — (23) Goodwill impairment (38,480) — — (38,480) Effect of change in exchange rates (897) (20,318) (3,097) (24,312) Goodwill balance at June 30, 2022 $ — $ 897,664 $ 138,496 $ 1,036,160 On October 12, 2021, we acquired SELC Group Limited (SELC), from Sensus Metering Systems (LUXCO3) S.ár.l. During the six months ended June 30, 2022, an adjustment was recorded to the goodwill acquired. As the result of increases in raw material, component, labor and other costs, coupled with a decrease in forecasted revenue within the Device Solutions operating segment and reporting unit, which we determined during the second quarter of 2022, we performed an interim goodwill impairment test. At the conclusion of the test, a goodwill impairment of $38.5 million was recognized in our Corporate unallocated segment as of June 30, 2022. No interim impairment test was determined to be necessary for the Networked Solutions or Outcomes reporting units. Refer to Note 1: Summary of Significant Accounting Policies in Part II, Item 8: Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for a description of our reporting units and our method used to determine the fair values of our reporting units and to determine the amount of any goodwill impairment. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of our borrowings were as follows: In thousands June 30, 2022 December 31, 2021 Credit facility Multicurrency revolving line of credit $ — $ — Convertible notes 460,000 460,000 Total debt 460,000 460,000 Less: unamortized prepaid debt fees - convertible notes 8,631 9,772 Long-term debt, net $ 451,369 $ 450,228 |
Schedule of Maturities of Long-term Debt | The amount of required minimum principal payments on our long-term debt in aggregate over the next five years is as follows: Year Ending December 31, Minimum Payments In thousands 2022 (amount remaining at June 30, 2022) $ — 2023 — 2024 — 2025 — 2026 460,000 Thereafter — Total minimum payments on debt $ 460,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of our derivative instruments were as follows: Fair Value Derivatives Assets Balance Sheet Location June 30, 2022 December 31, 2021 Derivatives not designated as hedging instruments under ASC 815-20 In thousands Foreign exchange forward contracts Other current assets $ 107 $ 37 Total asset derivatives $ 107 $ 37 Derivatives Liabilities Derivatives not designated as hedging instruments under ASC 815-20 Foreign exchange forward contracts Other current liabilities $ 157 $ 135 Total liability derivatives $ 157 $ 135 |
Accumulated OCI for Derivative and Nonderivative Instruments Designated as Hedging Instruments, Net of Tax | The changes in accumulated other comprehensive income (loss) (AOCI), net of tax, for our derivative and nonderivative hedging instruments designated as hedging instruments, net of tax, were as follows: In thousands 2022 2021 Net unrealized loss on hedging instruments at January 1, $ (14,590) $ (16,001) Unrealized gain (loss) on derivative instruments — 607 Realized (gains) losses reclassified into net income (loss) — 701 Net unrealized loss on hedging instruments at June 30, $ (14,590) $ (14,693) |
Offsetting Assets | A summary of the effect of netting arrangements on our financial position related to the offsetting of our recognized derivative assets and liabilities under master netting arrangements or similar agreements is as follows: Offsetting of Derivative Assets Gross Amounts of Recognized Assets Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets In thousands Derivative Financial Instruments Cash Collateral Received Net Amount June 30, 2022 $ 107 $ (98) $ — $ 9 December 31, 2021 37 (37) — — |
Offsetting Liabilities | Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets In thousands Derivative Financial Instruments Cash Collateral Pledged Net Amount June 30, 2022 $ 157 $ (98) $ — $ 59 December 31, 2021 135 (37) — 98 |
Effect of Cash Flow Derivatives on the Balance Sheet and Income Statement, Before Tax | The before-tax effects of our accounting for derivative instruments designated as hedges on AOCI were as follows: Derivatives in ASC 815-20 Amount of Gain (Loss) Gain (Loss) Reclassified from Location Amount In thousands 2022 2021 2022 2021 Three Months Ended June 30, Foreign exchange options $ — $ (1,058) Product cost of revenues $ — $ (8) Cross currency swap contract — (1,744) Interest expense — 24 Cross currency swap contract — — Other income (expense), net — (1,598) Six Months Ended June 30, Interest rate swap contract $ — $ 73 Interest expense $ — $ (229) Interest rate swap contract — — Other income (expense), net — (1,681) Foreign exchange options — (111) Product cost of revenues — (8) Cross currency swap contract — 669 Interest expense — 94 Cross currency swap contract — — Other income (expense), net — 656 |
Foreign Exchange Derivatives Not Designated As Hedging Instruments | The effect of our derivative instruments not designated as hedges on the Consolidated Statements of Operations was as follows: Derivatives Not Designated as Hedging Instrument under ASC 815-20 Location Gain (Loss) Recognized on Derivatives in Other Income (Expense) In thousands 2022 2021 Three Months Ended June 30, Foreign exchange forward contracts Other income (expense), net $ 118 $ (494) Six Months Ended June 30, Foreign exchange forward contracts Other income (expense), net $ (39) $ (463) |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Amounts Recognized in the Consolidated Balance Sheets | Amounts recognized on the Consolidated Balance Sheets consist of: In thousands June 30, 2022 December 31, 2021 Liabilities Current portion of pension benefit obligation in wages and benefits payable $ 3,393 $ 3,088 Pension benefit obligation held for sale within other current liabilities — 11,513 Long-term portion of pension benefit obligation 77,396 87,863 Pension benefit obligation, net $ 80,789 $ 102,464 |
Schedule of Net Periodic Pension Benefit Costs | Net periodic pension benefit cost for our plans include the following components: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Service cost $ 708 $ 1,102 $ 1,502 $ 2,251 Interest cost 423 349 866 701 Expected return on plan assets (80) (88) (163) (177) Amortization of prior service costs 18 17 36 34 Amortization of actuarial net loss 196 694 431 1,389 Net periodic benefit cost $ 1,265 $ 2,074 $ 2,672 $ 4,198 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense and Related Tax Benefit | Total stock-based compensation expense and the related tax benefit were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Stock options $ 278 $ 371 $ 562 $ 711 Restricted stock units 5,869 5,511 11,453 11,442 Unrestricted stock awards 258 206 517 433 Phantom stock units 582 1,225 772 2,342 Total stock-based compensation $ 6,987 $ 7,313 $ 13,304 $ 14,928 Related tax benefit $ 1,434 $ 1,318 $ 2,803 $ 2,681 |
Employee Stock Options Activity | A summary of our stock option activity is as follows: Shares Weighted Weighted Average Aggregate Weighted (In thousands) (Years) (In thousands) Outstanding, January 1, 2021 433 $ 61.95 6.9 $ 14,697 Granted — — $ — Exercised (31) 66.97 1,121 Forfeited (6) 83.33 Outstanding, June 30, 2021 396 $ 61.25 6.4 $ 15,349 Outstanding, January 1, 2022 393 $ 61.18 5.9 $ 4,737 Granted — — $ — Exercised — — — Forfeited (2) 87.27 Canceled (8) 78.84 Outstanding, June 30, 2022 383 $ 60.69 5.4 $ 1,729 Exercisable, June 30, 2022 333 $ 57.95 5.0 $ 1,729 |
Restricted Stock Units Award Activity | The following table summarizes restricted stock unit activity: In thousands, except fair value Number of Weighted Aggregate Outstanding, January 1, 2021 544 Granted 203 $ 98.94 Released (1) (194) $ 19,474 Forfeited (33) Outstanding, June 30, 2021 520 Outstanding, January 1, 2022 430 $ 85.77 Granted 356 53.47 Released (1) (157) 85.78 $ 8,430 Forfeited (45) 73.03 Outstanding, June 30, 2022 584 67.15 Vested but not released, June 30, 2022 11 $ 567 (1) Shares released is presented as gross shares and does not reflect shares withheld by us for employee payroll tax obligations. |
Restricted Stock Units, Valuation Assumptions | The weighted average assumptions used to estimate the fair value of performance-based restricted stock units granted with a service and market condition and the resulting weighted average fair value are as follows: Six Months Ended June 30, 2022 2021 Expected volatility 55.7 % 50.5 % Risk-free interest rate 1.7 % 0.2 % Expected term (years) 2.9 2.9 Weighted average fair value $ 57.88 $ 113.75 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Unrecognized Tax Benefits Related To Uncertain Tax Positions | The net interest and penalties expense amounts recognized were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Net interest and penalties expense $ 446 $ 188 $ 616 $ (42) Accrued interest and penalties recognized were as follows: In thousands June 30, 2022 December 31, 2021 Accrued interest $ 3,407 $ 2,964 Accrued penalties 712 747 Unrecognized tax benefits related to uncertain tax positions and the amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate were as follows: In thousands June 30, 2022 December 31, 2021 Unrecognized tax benefits related to uncertain tax positions $ 139,214 $ 139,529 The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate 139,207 139,503 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Our available lines of credit, outstanding standby LOCs, and bonds were as follows: In thousands June 30, 2022 December 31, 2021 Credit facility Multicurrency revolving line of credit $ 500,000 $ 500,000 Standby LOCs issued and outstanding (64,651) (64,374) Net available for additional borrowings under the multicurrency revolving line of credit $ 435,349 $ 435,626 Net available for additional standby LOCs under sub-facility $ 235,349 $ 235,626 Unsecured multicurrency revolving lines of credit with various financial institutions Multicurrency revolving lines of credit $ 101,168 $ 94,845 Standby LOCs issued and outstanding (10,989) (19,957) Short-term borrowings — — Net available for additional borrowings and LOCs $ 90,179 $ 74,888 Unsecured surety bonds in force $ 277,216 $ 281,270 |
Schedule of Warranty Accruals | A summary of the warranty accrual account activity is as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Beginning balance $ 30,835 $ 39,334 $ 32,022 $ 41,390 New product warranties 968 900 2,434 1,686 Other adjustments and expirations, net (107) (683) (65) 1,606 Claims activity (2,338) (3,515) (4,772) (7,884) Effect of change in exchange rates (649) 174 (910) (588) Ending balance 28,709 36,210 28,709 36,210 Less: current portion of warranty 17,378 20,299 17,378 20,299 Long-term warranty $ 11,331 $ 15,911 $ 11,331 $ 15,911 |
Warranty Expense | Warranty expense was as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Total warranty expense $ 861 $ 217 $ 2,369 $ 3,292 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2021 Projects were as follows: In thousands Total Expected Costs at June 30, 2022 Costs Recognized in Prior Periods Cost Recognized During the Six Months Ended June 30, 2022 Expected Remaining Costs to be Recognized at June 30, 2022 Employee severance costs $ 41,876 $ 49,013 $ (7,137) $ — Asset impairments & net loss (gain) on sale or disposal 8,433 9,246 (813) — Other restructuring costs 5,507 2,452 430 2,625 Total $ 55,816 $ 60,711 $ (7,520) $ 2,625 The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2020 Projects were as follows: In thousands Total Expected Costs at June 30, 2022 Costs Recognized in Prior Periods Cost Recognized During the Six Months Ended June 30, 2022 Expected Remaining Costs to be Recognized at June 30, 2022 Employee severance costs $ 21,753 $ 24,532 $ (2,779) $ — Asset impairments & net loss (gain) on sale or disposal 6,438 6,442 (4) — Other restructuring costs 7,540 6,170 478 892 Total $ 35,731 $ 37,144 $ (2,305) $ 892 |
Restructuring and Related Costs | The following table summarizes the activity within the restructuring-related balance sheet accounts for the 2021 Projects and 2020 Projects during the six months ended June 30, 2022: In thousands Accrued Employee Severance Asset Impairments & Net Loss (Gain) on Sale or Disposal Other Accrued Costs Total Beginning balance, $ 79,876 $ — $ 5,130 $ 85,006 Costs charged to expense (9,916) (817) 908 (9,825) Cash payments (8,651) — (2,388) (11,039) Cash receipts — 1,154 — 1,154 Net assets disposed and impaired — (337) — (337) Effect of change in exchange rates (4,462) — (178) (4,640) Ending balance, June 30, 2022 $ 56,847 $ — $ 3,472 $ 60,319 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of AOCI, net of tax, were as follows: In thousands Foreign Currency Translation Adjustments Net Unrealized Gain (Loss) on Derivative Instruments Net Unrealized Gain (Loss) on Nonderivative Instruments Pension Benefit Obligation Adjustments Accumulated Other Comprehensive Income (Loss) Balances at January 1, 2021 $ (84,843) $ (1,621) $ (14,380) $ (37,682) $ (138,526) OCI before reclassifications (9,354) 607 — — (8,747) Amounts reclassified from AOCI — 701 — 1,400 2,101 Total other comprehensive income (loss) (9,354) 1,308 — 1,400 (6,646) Balances at June 30, 2021 $ (94,197) $ (313) $ (14,380) $ (36,282) $ (145,172) Balances at January 1, 2022 $ (111,766) $ (210) $ (14,380) $ (21,742) $ (148,098) OCI before reclassifications (27,519) — — 4,189 (23,330) Amounts reclassified from AOCI 55,436 — — 287 55,723 Total other comprehensive income (loss) 27,917 — — 4,476 32,393 Balances at June 30, 2022 $ (83,849) $ (210) $ (14,380) $ (17,266) $ (115,705) |
Total Comprehensive Income (Loss) | The before-tax, income tax (provision) benefit, and net-of-tax amounts related to each component of OCI were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Before-tax amount Foreign currency translation adjustment $ (20,687) $ 5,811 $ (27,537) $ (9,114) Foreign currency translation adjustment reclassified to net income for sale of business — — 55,436 — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — (2,802) — 625 Net hedging (gain) loss reclassified to net income — 1,582 — 1,168 Net unrealized gain (loss) on defined benefit plans — — 4,205 — Net defined benefit plan (gain) loss reclassified to net income 214 711 288 1,423 Total other comprehensive income (loss), before tax $ (20,473) $ 5,302 $ 32,392 $ (5,898) Tax (provision) benefit Foreign currency translation adjustment $ 59 $ (153) $ 18 $ (240) Foreign currency translation adjustment reclassified to net income for sale of business — — — — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — — — (18) Net hedging (gain) loss reclassified to net income — — — (467) Net unrealized gain (loss) on defined benefit plans (7) — (16) — Net defined benefit plan (gain) loss reclassified to net income (1) (12) (1) (23) Total other comprehensive income (loss) tax (provision) benefit $ 51 $ (165) $ 1 $ (748) Net-of-tax amount Foreign currency translation adjustment $ (20,628) $ 5,658 $ (27,519) $ (9,354) Foreign currency translation adjustment reclassified to net income for sale of business — — 55,436 — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — (2,802) — 607 Net hedging (gain) loss reclassified to net income — 1,582 — 701 Net unrealized gain (loss) on defined benefit plans (7) — 4,189 — Net defined benefit plan (gain) loss reclassified to net income 213 699 287 1,400 Total other comprehensive income (loss), net of tax $ (20,422) $ 5,137 $ 32,393 $ (6,646) |
Fair Values of Financial Inst_2
Fair Values of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Values Of Financial Instruments by Balance Sheet Grouping | The fair values at June 30, 2022 and December 31, 2021 do not reflect subsequent changes in the economy, interest rates, tax rates, and other variables that may affect the determination of fair value. June 30, 2022 December 31, 2021 In thousands Carrying Fair Carrying Fair Credit facility Multicurrency revolving line of credit $ — $ — $ — $ — Convertible notes 451,369 366,146 450,228 422,749 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenues Gross Profit And Operating Income By Segment | Revenues, gross profit, and operating income associated with our operating segments were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Product revenues Device Solutions $ 103,433 $ 160,647 $ 241,319 $ 330,978 Networked Solutions 241,592 235,167 490,860 493,870 Outcomes 14,873 15,905 27,529 29,675 Total Company $ 359,898 $ 411,719 $ 759,708 $ 854,523 Service revenues Device Solutions $ 1,377 $ 2,320 $ 3,056 $ 4,770 Networked Solutions 27,870 29,891 57,422 59,502 Outcomes 42,737 45,482 87,027 90,191 Total Company $ 71,984 $ 77,693 $ 147,505 $ 154,463 Total revenues Device Solutions $ 104,810 $ 162,967 $ 244,375 $ 335,748 Networked Solutions 269,462 265,058 548,282 553,372 Outcomes 57,610 61,387 114,556 119,866 Total Company $ 431,882 $ 489,412 $ 907,213 $ 1,008,986 Gross profit Device Solutions $ 13,878 $ 30,452 $ 35,684 $ 62,748 Networked Solutions 89,909 95,953 181,260 208,712 Outcomes 22,318 23,470 44,385 45,459 Total Company $ 126,105 $ 149,875 $ 261,329 $ 316,919 Operating income (loss) Device Solutions $ 5,459 $ 19,988 $ 17,037 $ 41,689 Networked Solutions 62,282 64,630 123,289 143,921 Outcomes 9,109 12,537 17,450 22,873 Corporate unallocated (110,377) (104,087) (184,484) (184,475) Total Company (33,527) (6,932) (26,708) 24,008 Total other income (expense) (2,697) (25,729) (4,761) (38,428) Loss before income taxes $ (36,224) $ (32,661) $ (31,469) $ (14,420) |
Revenues By Region | Revenues by region were as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 United States and Canada $ 311,831 $ 308,673 $ 629,724 $ 634,209 Europe, Middle East, and Africa 96,921 150,851 226,227 311,220 Asia Pacific 23,130 29,888 51,262 63,557 Total Company $ 431,882 $ 489,412 $ 907,213 $ 1,008,986 |
Depreciation And Amortization Expense Associated With Segments | Depreciation and amortization of intangible assets expense associated with our operating segments was as follows: Three Months Ended June 30, Six Months Ended June 30, In thousands 2022 2021 2022 2021 Device Solutions $ 3,549 $ 5,609 $ 7,483 $ 11,797 Networked Solutions 4,285 4,252 8,725 8,527 Outcomes 1,218 1,129 2,127 2,363 Corporate unallocated 7,362 10,119 14,916 20,232 Total Company $ 16,414 $ 21,109 $ 33,251 $ 42,919 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenues [Abstract] | |
Contract with Customer, Asset and Liability | A summary of significant net changes in the contract assets and the contract liabilities balances during the period is as follows: In thousands Contract Liabilities, Less Contract Assets Beginning balance, January 1, 2022 $ 83,180 Revenues recognized from beginning contract liability (46,816) Cumulative catch-up adjustments 413 Increases due to amounts collected or due 184,487 Revenues recognized from current period increases (115,354) Other (1,377) Ending balance, June 30, 2022 $ 104,533 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Risks and uncertainties in entity's business | Risks and UncertaintiesThe COVID-19 pandemic has had global economic impacts including disrupting customer demand and global supply chains, resulting in market volatility. The extent of the recent pandemic and its ongoing impact on our operations is volatile, but is being monitored closely by our management. During the initial months of the pandemic our European factories were closed due to government actions and local conditions, and any further closures that may be imposed on us could impact our results for 2022. New variants of the virus may cause previously lifted restrictions to be reinstated, which could result in more disruptions. Incremental costs we have incurred related to COVID-19, such as personal protective equipment, increased cleaning and sanitizing of our facilities, and other such items, have not been material to date. As economies have reopened, global supply chains have struggled to keep pace with rapidly changing demand. The resulting supply constraints have manifested across a variety of areas including mechanical, electrical, and logistics portions of the supply chain, which has impacted our ability to ship products in a timely manner. In particular, our ability to obtain adequate supply of semiconductor components has impacted our ability to service recovering customer demand. While we believe the current imbalance in supply and demand is temporal, the timeline to recovery is uncertain. Efforts are ongoing with suppliers to increase supply, including the approval of alternate sources. Recently, inflation in our raw materials and component costs, freight charges, and labor costs have increased above historical levels, due to, among other things, the continuing impacts of the pandemic and uncertain economic environment. We may or may not be able to fully recover these increased costs through pricing actions with our customers. At this time, we have not identified any significant decrease in long-term customer demand for our products and services. However, certain of our customer projects have experienced delay in deliveries, with revenue originally forecasted in prior periods shifting to future periods.While we have limited direct business exposure in Russia, Belarus and Ukraine, the Russian military actions and the resulting sanctions could adversely affect the global economy, as well as further disrupt the supply chain. A major disruption in the global economy and supply chain could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. The extent and duration of the military action, sanctions, and resulting market and/or supply disruptions are impossible to predict, but could be substantial. |
Computation of Basic and Dilute
Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss available to common shareholders | $ (36,967) | $ (33,123) | $ (36,061) | $ (20,520) |
Weighted average common shares outstanding - Basic (in shares) | 45,066 | 45,142 | 45,042 | 43,344 |
Dilutive effect of stock-based awards (in shares) | 0 | 0 | 0 | 0 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding - Diluted (in shares) | 45,066 | 45,142 | 45,042 | 43,344 |
Earnings (loss) per common share - Basic (in dollars per share) | $ (0.82) | $ (0.73) | $ (0.80) | $ (0.47) |
Earnings (loss) per common share - Diluted (in dollars per share) | $ (0.82) | $ (0.73) | $ (0.80) | $ (0.47) |
Earnings Per Share Stock-based
Earnings Per Share Stock-based Awards (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Stock-based awards excluded from diluted EPS calculation (antidilutive) (in shares) | 0.9 | 0.4 | 0.8 | 0.5 |
Earnings Per Share - Convertibl
Earnings Per Share - Convertible Senior Notes and Warrants (Details) - $ / shares shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Stock-based awards excluded from diluted EPS calculation (antidilutive) (in shares) | 0.9 | 0.4 | 0.8 | 0.5 | |
Treasury stock, shares, acquired | 3.7 | ||||
Class of warrant or right, exercise price of warrants or rights | $ 180 | ||||
Convertible Debt Securities | |||||
Debt Instrument [Line Items] | |||||
Stock-based awards excluded from diluted EPS calculation (antidilutive) (in shares) | 3.7 | 3.7 | 3.7 | ||
Common stock, conversion price (in dollars per share) | $ 126 | $ 126 |
Earnings Per Share - Converti_2
Earnings Per Share - Convertible Note Hedge Transactions (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Derivative, notional amount | $ 84.1 | |
Treasury stock, shares, acquired | 3.7 | |
Convertible Debt Securities | ||
Debt Instrument [Line Items] | ||
Common stock, conversion price (in dollars per share) | $ 126 | $ 126 |
Certain Balance Sheet Compone_3
Certain Balance Sheet Components Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | ||
Trade receivables (net of allowance of $5,630 and $5,730) | $ 222,537 | $ 261,124 |
Unbilled receivables | 37,120 | 37,335 |
Total accounts receivable, net | $ 259,657 | $ 298,459 |
Certain Balance Sheet Compone_4
Certain Balance Sheet Components Summary of the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | ||||
Beginning balance | $ 5,598 | $ 1,136 | $ 5,730 | $ 1,312 |
Provision for (release of) doubtful accounts, net | 619 | 25 | 518 | (42) |
Accounts recovered (written-off), net | (322) | (63) | (244) | (142) |
Effect of change in exchange rates | (265) | 9 | (374) | (21) |
Ending balance | $ 5,630 | $ 1,107 | $ 5,630 | $ 1,107 |
Certain Balance Sheet Compone_5
Certain Balance Sheet Components Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | ||
Raw materials | $ 138,519 | $ 122,434 |
Work in process | 6,272 | 7,856 |
Finished goods | 29,731 | 35,509 |
Total inventories | $ 174,522 | $ 165,799 |
Certain Balance Sheet Compone_6
Certain Balance Sheet Components Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net [Abstract] | ||
Machinery and equipment | $ 299,761 | $ 314,502 |
Computers and software | 112,470 | 111,540 |
Buildings, furniture, and improvements | 134,272 | 131,764 |
Land | 10,270 | 8,952 |
Construction in progress, including purchased equipment | 29,832 | 39,527 |
Total cost | 586,605 | 606,285 |
Accumulated depreciation | (435,942) | (443,101) |
Property, plant, and equipment, net | $ 150,663 | $ 163,184 |
Certain Balance Sheet Compone_7
Certain Balance Sheet Components Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 9,929 | $ 12,112 | $ 20,213 | $ 24,949 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities Gross Carrying Amount and Accumulated Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Intangible Assets [Line Items] | ||||
Intangible assets, Accumulated (Amortization) Accretion | $ (828,086) | $ (835,893) | ||
Intangible assets, Net | 78,030 | |||
Intangible assets, Gross | 906,116 | 928,422 | $ 990,955 | $ 1,000,037 |
Intangible assets, Net | 78,030 | 92,529 | ||
Intangible liabilities, Gross | (23,900) | (23,900) | $ (23,900) | $ (23,900) |
Intangible liabilities, Accumulated (Amortization) Accretion | 23,670 | 23,441 | ||
Intangible liabilities, Net | (230) | (459) | ||
Core-developed technology [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible assets, Gross | 499,042 | 505,429 | ||
Intangible assets, Accumulated (Amortization) Accretion | (489,108) | (491,047) | ||
Intangible assets, Net | 9,934 | 14,382 | ||
Customer contracts and relationships [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible assets, Gross | 322,882 | 336,421 | ||
Intangible assets, Accumulated (Amortization) Accretion | (257,302) | (261,043) | ||
Intangible assets, Net | 65,580 | 75,378 | ||
Trademarks and trade names [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible assets, Gross | 72,175 | 74,551 | ||
Intangible assets, Accumulated (Amortization) Accretion | (69,938) | (72,133) | ||
Intangible assets, Net | 2,237 | 2,418 | ||
Other Intangible Assets [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible assets, Gross | 12,017 | 12,021 | ||
Intangible assets, Accumulated (Amortization) Accretion | (11,738) | (11,670) | ||
Intangible assets, Net | $ 279 | $ 351 |
Summary of Intangible Asset Acc
Summary of Intangible Asset Account Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Total Intangible Assets [Abstract] | ||
Intangible assets, gross beginning balance | $ 928,422 | $ 1,000,037 |
Effect of change in exchange rates | (22,306) | (9,082) |
Intangible assets, gross ending balance | 906,116 | 990,955 |
Intangible liabilities, gross beginning balance | 23,900 | 23,900 |
Effect of change in exchange rates | 0 | 0 |
Intangible liabilities, gross ending balance | $ 23,900 | $ 23,900 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities Estimated Future Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Intangible Assets [Abstract] | ||
2022 (amount remaining at June 30, 2022) | $ 13,140 | |
2023 | 18,967 | |
2024 | 15,032 | |
2025 | 14,300 | |
2026 | 10,303 | |
Thereafter | 6,288 | |
Total intangible assets subject to amortization (accretion) | 78,030 | |
2022 (amount remaining at June 30, 2022) | (230) | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Intangible liabilities, Net | (230) | $ (459) |
2022 (amount remaining at June 30, 2022) | 12,910 | |
2023 | 18,967 | |
2024 | 15,032 | |
2025 | 14,300 | |
2026 | 10,303 | |
Thereafter | 6,288 | |
Total intangible assets (liabilities), net | $ 77,800 |
Schedule of Goodwill Allocated
Schedule of Goodwill Allocated to Reporting Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill [Roll Forward] | ||||
Goodwill, net, at beginning of period | $ 1,098,975 | |||
Adjustment to goodwill acquired | (23) | |||
Goodwill impairment | $ (38,480) | $ 0 | (38,480) | $ 0 |
Effect of change in exchange rates | (24,312) | |||
Goodwill, Ending Balance | 1,036,160 | 1,036,160 | ||
Device Solutions [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, net, at beginning of period | 39,377 | |||
Adjustment to goodwill acquired | 0 | |||
Goodwill impairment | (38,480) | |||
Effect of change in exchange rates | (897) | |||
Goodwill, Ending Balance | 0 | 0 | ||
Networked Solutions Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, net, at beginning of period | 918,005 | |||
Adjustment to goodwill acquired | (23) | |||
Goodwill impairment | 0 | |||
Effect of change in exchange rates | (20,318) | |||
Goodwill, Ending Balance | 897,664 | 897,664 | ||
Outcomes Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, net, at beginning of period | 141,593 | |||
Adjustment to goodwill acquired | 0 | |||
Goodwill impairment | 0 | |||
Effect of change in exchange rates | (3,097) | |||
Goodwill, Ending Balance | $ 138,496 | $ 138,496 |
Debt - Schedule of Debt Compone
Debt - Schedule of Debt Components of Borrowing (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Convertible Debt | $ 460,000 | $ 460,000 |
Total debt | 460,000 | |
Long-term debt, net | 451,369 | 450,228 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Multicurrency revolving line of credit | 0 | 0 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 460,000 | 460,000 |
Long-term debt, net | 451,369 | 450,228 |
Convertible Debt Securities | ||
Debt Instrument [Line Items] | ||
Unamortized prepaid debt fees | $ 8,631 | $ 9,772 |
Debt - Credit Facility Addition
Debt - Credit Facility Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Oct. 19, 2020 | Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Oct. 18, 2019 | |
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,200,000,000 | ||||
Line of credit facility, maximum borrowing capacity | 500,000,000 | ||||
Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | $ 500,000,000 | |||
Letters of credit outstanding, amount | 64,651,000 | 64,374,000 | |||
Line of credit facility, remaining borrowing capacity | $ 235,300,000 | ||||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, description of variable rate basis | the LIBOR rate | ||||
EURIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, description of variable rate basis | EURIBOR rate | ||||
Alternate base rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, description of variable rate basis | Alternate Base Rate | ||||
Alternate base rate (1) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, description of variable rate basis | the prime rate | ||||
Alternate base rate (2) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, description of variable rate basis | the Federal Reserve effective rate | ||||
Fed Funds Effective Rate Overnight Index Swap Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
Alternate base rate (3) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, description of variable rate basis | one-month LIBOR | ||||
Debt instrument, basis spread on variable rate | 1% | ||||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 1% | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 1.75% | ||||
USD Denominated Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 650,000,000 | ||||
USD denominated term loan | $ 0 | ||||
Standby Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 300,000,000 | ||||
Letters of credit outstanding, amount | 64,700,000 | ||||
Swingline sub-facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||||
Multicurrency revolving line of credit | 0 | ||||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, fee amount | $ 1,400,000 | ||||
Multicurrency revolving line of credit | 0 | 0 | |||
Line of credit facility, remaining borrowing capacity | $ 435,349,000 | $ 435,626,000 | |||
Line of Credit | Fourth Quarter 2020 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant. required rate | 4.75 | ||||
Line of Credit | First Quarter 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt covenant. required rate | 4.50 | ||||
Line of Credit | Minimum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 1% | ||||
Line of Credit | Maximum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.30% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 2% | ||||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, collateral | All obligations under the 2018 credit facility are guaranteed by Itron, Inc. and material U.S. domestic subsidiaries and are secured by a pledge of substantially all of the assets of Itron, Inc. and material U.S. domestic subsidiaries. This includes a pledge of 100% of the capital stock of material U.S. domestic subsidiaries and up to 66% of the voting stock (100% of the non-voting stock) of first-tier foreign subsidiaries. In addition, the obligations of any foreign subsidiary who is a foreign borrower, as defined by the 2018 credit facility, are guaranteed by the foreign subsidiary and by its direct and indirect foreign parents. |
Debt - Convertible Note Additio
Debt - Convertible Note Additional Information (Details) $ / shares in Units, $ in Millions | 37 Months Ended | |
Mar. 12, 2021 USD ($) $ / shares | Jan. 14, 2021 | |
Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage | 98% | |
Debt Instrument, Redemption, Period Four | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage | 130% | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt | $ | $ 448.5 | |
Debt instrument, convertible, conversion ratio | 0.0079365 | |
Debt instrument, convertible, conversion price | $ / shares | $ 126 |
Debt - Minimum Required Princip
Debt - Minimum Required Principal Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Text Block [Abstract] | |
2022 (amount remaining at June 30, 2022) | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 460,000 |
Thereafter | 0 |
Total debt | $ 460,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Derivative and Nonderivative Hedging Instrument Fair Value Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Asset Derivatives [Abstract] | ||
Total asset derivatives | $ 107 | $ 37 |
Liability Derivatives [Abstract] | ||
Total liability derivatives | 157 | 135 |
Not Designated as Hedging Instrument [Member] | Other Current Assets [Member] | ||
Asset Derivatives [Abstract] | ||
Foreign exchange forward contracts | 107 | 37 |
Not Designated as Hedging Instrument [Member] | Other Current Liabilities [Member] | ||
Liability Derivatives [Abstract] | ||
Foreign exchange forward contracts | $ 157 | $ 135 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Activity of Hedging Instruments in Accumulated OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net unrealized loss on hedging instruments at January 1, | $ (148,098) | |||
Realized losses reclassified into net income (loss) | $ 0 | $ 1,582 | 0 | $ 701 |
Net unrealized loss on hedging instruments at June 30, | (115,705) | (115,705) | ||
Accumulated Net Gain (Loss) from Derivative and Nonderivative Instruments Designated as Hedging Instruments [Member] | ||||
Net unrealized loss on hedging instruments at January 1, | (14,590) | (16,001) | ||
Unrealized gain (loss) on derivative instruments | 0 | 607 | ||
Realized losses reclassified into net income (loss) | 0 | 701 | ||
Net unrealized loss on hedging instruments at June 30, | $ (14,590) | $ (14,693) | $ (14,590) | $ (14,693) |
Derivative Financial Instrume_5
Derivative Financial Instruments - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | |||||
Feb. 28, 2021 USD ($) | Jun. 30, 2022 USD ($) contracts $ / shares shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) contracts shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) | |
Derivative [Line Items] | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 115,705,000 | $ 115,705,000 | $ 148,098,000 | ||||
Derivative, notional amount | $ 84,100,000 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 0.9 | 0.4 | 0.8 | 0.5 | |||
Deferred tax assets, derivative instruments | $ 20,600,000 | $ 20,600,000 | |||||
Treasury stock, shares, acquired | shares | 3.7 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 180 | ||||||
Class of Warrant or Right, Premium, Percentage | 1 | ||||||
Class of Warrant or Right, Aggregate Proceeds From Transaction | $ 45,300,000 | ||||||
Convertible Debt Securities | |||||||
Derivative [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 3.7 | 3.7 | 3.7 | ||||
Common stock, conversion price (in dollars per share) | $ / shares | $ 126 | $ 126 | |||||
Number of Counterparties [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative counterparties | 3 | 3 | 3 | ||||
Foreign Exchange Option [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | $ 76,500,000 | ||||||
Derivative purchase price | $ 1,100,000 | ||||||
Forward Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Number of foreign exchange contracts | contracts | 36 | 36 | |||||
Foreign Exchange Contract [Member] | Minimum | Not Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | $ 111,352 | $ 111,352 | |||||
Foreign Exchange Contract [Member] | Maximum | Not Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | 57,700,000 | 57,700,000 | |||||
Net Unrealized Gain (Loss) on Nonderivative Instruments | |||||||
Derivative [Line Items] | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (14,400,000) | $ (14,400,000) | $ (14,400,000) | $ (14,400,000) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Offsetting of Derivative Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Total asset derivatives | $ 107 | $ 37 |
Derivative Financial Instruments Not Offset in the Consolidated Balance Sheets | (98) | (37) |
Cash Collateral Received Not Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Asset, Fair Value, Amount Offset Against Collateral | $ 9 | $ 0 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Offsetting of Derivative Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liability, Fair Value, Gross Liability | $ 157 | $ 135 |
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | (98) | (37) |
Cash Collateral Pledged Not Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Liability, Fair Value, Amount Offset Against Collateral | $ 59 | $ 98 |
Derivative Financial Instrume_8
Derivative Financial Instruments - Effect of Cash Flow Derivatives on the Balance Sheet and Income Statement, Before Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Gain (Loss) Reclassified from AOCI into Income | $ 0 | $ (1,582) | $ 0 | $ (1,168) |
Foreign Exchange Option [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 0 | (111) | ||
Foreign Exchange Option [Member] | Cost of Sales [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 0 | (1,058) | ||
Gain (Loss) Reclassified from AOCI into Income | 0 | (8) | 0 | (8) |
Currency Swap [Member] | Interest Expense [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 0 | (1,744) | ||
Gain (Loss) Reclassified from AOCI into Income | 0 | 24 | ||
Currency Swap 2 [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 0 | 0 | ||
Currency Swap 2 [Member] | Other Income (Expense) [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 0 | 0 | ||
Gain (Loss) Reclassified from AOCI into Income | $ 0 | $ (1,598) | 0 | 656 |
Interest Rate Swap [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 0 | 73 | ||
Interest Rate Swap [Member] | Interest Expense [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Gain (Loss) Reclassified from AOCI into Income | 0 | (229) | ||
Interest Rate Swap 2 [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 0 | 0 | ||
Interest Rate Swap 2 [Member] | Other Income (Expense) [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Gain (Loss) Reclassified from AOCI into Income | 0 | (1,681) | ||
Currency Swap 1 [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | 0 | 669 | ||
Currency Swap 1 [Member] | Interest Expense [Member] | ||||
Derivative Instruments Designated as Hedging Instruments [Abstract] | ||||
Gain (Loss) Reclassified from AOCI into Income | $ 0 | $ 94 |
Derivative Financial Instrume_9
Derivative Financial Instruments - Derivatives Not Designated as Hedging Relationships (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income (Expense) [Member] | ||||
Derivative Instruments Not Designated as Hedging Instruments [Abstract] | ||||
Foreign exchange forward contracts | $ 118 | $ (494) | $ (39) | $ (463) |
Schedule of Amounts Recognized
Schedule of Amounts Recognized in the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Current portion of pension benefit obligation in wages and benefits payable | $ 3,393 | $ 3,088 |
Pension benefit obligation held for sale within other current liabilities | 0 | 11,513 |
Long-term portion of pension benefit obligation | 77,396 | 87,863 |
Pension benefit obligation, net | $ 80,789 | $ 102,464 |
Schedule of Net Periodic Pensio
Schedule of Net Periodic Pension Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ 708 | $ 1,102 | $ 1,502 | $ 2,251 |
Interest cost | 423 | 349 | 866 | 701 |
Expected return on plan assets | (80) | (88) | (163) | (177) |
Amortization of prior service costs | 18 | 17 | 36 | 34 |
Amortization of actuarial net loss | 196 | 694 | 431 | 1,389 |
Net periodic benefit cost | $ 1,265 | $ 2,074 | $ 2,672 | $ 4,198 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense and Related Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options | $ 278 | $ 371 | $ 562 | $ 711 |
Restricted stock units | 5,869 | 5,511 | 11,453 | 11,442 |
Unrestricted stock awards | 258 | 206 | 517 | 433 |
Total stock-based compensation | 6,987 | 7,313 | 13,304 | 14,928 |
Related tax benefit | 1,434 | 1,318 | 2,803 | 2,681 |
Phantom Share Units (PSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Phantom stock units | $ 582 | $ 1,225 | $ 772 | $ 2,342 |
Stock Option Summary (Details)
Stock Option Summary (Details) - Share-based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||||
Outstanding, beginning balance (in shares) | 393 | 433 | 433 | |
Granted (in shares) | 0 | 0 | ||
Exercised (in shares) | 0 | (31) | ||
Forfeited (in share) | (2) | (6) | ||
Expired (in shares) | (8) | |||
Outstanding, ending balance (in shares) | 383 | 396 | 393 | 433 |
Exercisable (in shares) | 333 | |||
Weighted Average Exercise Price per Share | ||||
Outstanding, beginning balance, weighted average exercise price per share (in dollars per share) | $ 61.18 | $ 61.95 | $ 61.95 | |
Granted, weighted average exercise price (in dollars per share) | 0 | 0 | ||
Exercised, weighted average exercise price (in dollars per share) | 0 | 66.97 | ||
Forfeited, weighted average grant date fair value (in dollars per share) | 87.27 | 83.33 | ||
Expired weighted average exercise price (in dollars per share) | 78.84 | |||
Outstanding, ending balance, weighted average exercise price per share (in dollars per share) | 60.69 | $ 61.25 | $ 61.18 | $ 61.95 |
Exercisable, weighted average exercise price (in usd per share) | $ 57.95 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Outstanding, weighted average remaining contractual life | 5 years 4 months 24 days | 6 years 4 months 24 days | 5 years 10 months 24 days | 6 years 10 months 24 days |
Outstanding, beginning balance, aggregate intrinsic value | $ 4,737 | $ 14,697 | $ 14,697 | |
Granted, weighted average grant date fair value | $ 0 | $ 0 | ||
Exercised, aggregate intrinsic value | $ 0 | $ 1,121 | ||
Outstanding, weighted average remaining contractual life | 5 years 4 months 24 days | 6 years 4 months 24 days | 5 years 10 months 24 days | 6 years 10 months 24 days |
Outstanding, ending balance, aggregate intrinsic value | $ 1,729 | $ 15,349 | $ 4,737 | $ 14,697 |
Exercisable, weighted average remaining contractual term | 5 years | |||
Exercisable, aggregate intrinsic value | $ 1,729 |
Stock-Based Compensation Restri
Stock-Based Compensation Restricted Stock Units Summary (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Number of Restricted Stock Units | |||
Outstanding, beginning balance (in shares) | 430 | 544 | |
Granted (in shares) | 356 | 203 | |
Forfeited (in shares) | (45) | (33) | |
Outstanding, ending balance (in shares) | 584 | 520 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance, weighted average grant date fair value (in dollars per share) | $ 85.77 | ||
Granted, weighted average grant date fair value (in dollars per share) | 53.47 | $ 98.94 | |
Forfeited, weighted average grant date fair value (in dollars per share) | 73.03 | ||
Outstanding, ending balance, weighted average grant date fair value (in dollars per share) | $ 67.15 | ||
Vested and Released [Member] | |||
Number of Restricted Stock Units | |||
Released (in shares) | [1] | (157) | (194) |
Weighted Average Grant Date Fair Value | |||
Released, weighted average grant date fair value (in dollars per share) | $ 85.78 | ||
Released, aggregate intrinsic value | $ 8,430 | $ 19,474 | |
Vested but Not Released [Member] | |||
Number of Restricted Stock Units | |||
Released (in shares) | (11) | ||
Weighted Average Grant Date Fair Value | |||
Released, aggregate intrinsic value | $ 567 | ||
Long Term Performance Restricted Stock Award [Member] | |||
Weighted Average Grant Date Fair Value | |||
Granted, weighted average grant date fair value (in dollars per share) | $ 57.88 | $ 113.75 | |
[1] (1) Shares released is presented as gross shares and does not reflect shares withheld by us for employee payroll tax obligations. |
Stock-Based Compensation Long-T
Stock-Based Compensation Long-Term Performance Restricted Stock Unit Award Monte Carlo Pricing Model Assumptions (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 53.47 | $ 98.94 |
Long Term Performance Restricted Stock Award [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 55.70% | 50.50% |
Risk-free interest rate | 1.70% | 0.20% |
Expected term (years) | 2 years 10 months 24 days | 2 years 10 months 24 days |
Granted, weighted average grant date fair value (in dollars per share) | $ 57.88 | $ 113.75 |
Stock-Based Compensation Narrat
Stock-Based Compensation Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Share-based Payment Arrangement, Option [Member] | |
[Line Items] | |
Compensation cost not yet recognized | $ | $ 0.4 |
Unrecognized compensation expense, Expected weighted average period for recognition (years) | 8 months 12 days |
Restricted Stock Units (RSUs) [Member] | |
[Line Items] | |
Compensation cost not yet recognized | $ | $ 32.1 |
Unrecognized compensation expense, Expected weighted average period for recognition (years) | 1 year 9 months 18 days |
Employee Stock Purchase Plan [Member] | |
[Line Items] | |
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 108,827 |
Stock Incentive Plan [Member] | |
[Line Items] | |
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 12,623,538 |
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 4,650,545 |
Reduction in stock options available for issue | 1 |
Authorized share reserve reduction in awards other than stock options or share appreciation rights available for issue, conversion ratio | 1.7 |
Income Tax Contingencies (Detai
Income Tax Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Net interest and penalties expense | $ 446 | $ 188 | $ 616 | $ (42) | |
Accrued interest | 3,407 | 3,407 | $ 2,964 | ||
Accrued penalties | 712 | 712 | 747 | ||
Unrecognized tax benefits related to uncertain tax positions | 139,214 | 139,214 | 139,529 | ||
The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate | $ 139,207 | $ 139,207 | $ 139,503 |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Examination [Line Items] | ||||
Effective income tax rate reconciliation, percent | (2.00%) | 1% | (14.00%) | (31.00%) |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21% | 21% | 21% | 21% |
Commitments and Contingencies A
Commitments and Contingencies Available Lines of Credit, Outstanding Standby Letter of Credits, and Bonds (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 18, 2019 |
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | $ 500,000 | ||
Net available for additional standby LOCs under sub-facility | $ 235,349 | $ 235,626 | |
Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | 500,000 | 500,000 | |
Letters of Credit Outstanding, Amount | (64,651) | (64,374) | |
Line of Credit Facility, Remaining Borrowing Capacity | 235,300 | ||
Unsecured Multicurrency Revolving Lines of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | 101,168 | 94,845 | |
Letters of Credit Outstanding, Amount | (10,989) | (19,957) | |
Short-term borrowings | 0 | 0 | |
Line of Credit Facility, Remaining Borrowing Capacity | 90,179 | 74,888 | |
Surety Bond [Member] | |||
Line of Credit Facility [Line Items] | |||
Unsecured surety bonds in force | 277,216 | 281,270 | |
Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Long-term Line of Credit | 0 | 0 | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 435,349 | $ 435,626 |
Commitments and Contingencies W
Commitments and Contingencies Warranty Account Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Beginning balance | $ 30,835 | $ 39,334 | $ 32,022 | $ 41,390 |
New product warranties | 968 | 900 | 2,434 | 1,686 |
Other changes/adjustments to warranties | (107) | (683) | (65) | 1,606 |
Claims activity | (2,338) | (3,515) | (4,772) | (7,884) |
Effect of change in exchange rates | (649) | 174 | (910) | (588) |
Ending balance | 28,709 | 36,210 | 28,709 | 36,210 |
Less: current portion of warranty | 17,378 | 20,299 | 17,378 | 20,299 |
Long-term warranty | $ 11,331 | $ 15,911 | $ 11,331 | $ 15,911 |
Commitments and Contingencies_2
Commitments and Contingencies Warranty Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Total warranty expense | $ 861 | $ 217 | $ 2,369 | $ 3,292 |
Restructuring Expected Costs -
Restructuring Expected Costs - 2021 Projects (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | $ (9,825) | |
2021 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 55,816 | |
Restructuring and Related Cost, Cost Incurred to Date | $ 60,711 | |
Restructuring | (7,520) | |
Restructuring and Related Cost, Expected Cost Remaining | 2,625 | |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | (9,916) | |
Employee Severance [Member] | 2021 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 41,876 | |
Restructuring and Related Cost, Cost Incurred to Date | 49,013 | |
Restructuring | (7,137) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | (817) | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | 2021 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 8,433 | |
Restructuring and Related Cost, Cost Incurred to Date | 9,246 | |
Restructuring | (813) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Other Restructuring [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | 908 | |
Other Restructuring [Member] | 2021 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 5,507 | |
Restructuring and Related Cost, Cost Incurred to Date | $ 2,452 | |
Restructuring | 430 | |
Restructuring and Related Cost, Expected Cost Remaining | $ 2,625 |
Restructuring Expected Costs _2
Restructuring Expected Costs - 2020 Projects (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | $ (9,825) | |
2020 Projects [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 35,731 | |
Restructuring and Related Cost, Cost Incurred to Date | $ 37,144 | |
Restructuring | (2,305) | |
Restructuring and Related Cost, Expected Cost Remaining | 892 | |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | (9,916) | |
Employee Severance [Member] | 2020 Projects [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 21,753 | |
Restructuring and Related Cost, Cost Incurred to Date | 24,532 | |
Restructuring | (2,779) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | (817) | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | 2020 Projects [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 6,438 | |
Restructuring and Related Cost, Cost Incurred to Date | 6,442 | |
Restructuring | (4) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Other Restructuring [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring | 908 | |
Other Restructuring [Member] | 2020 Projects [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 7,540 | |
Restructuring and Related Cost, Cost Incurred to Date | $ 6,170 | |
Restructuring | 478 | |
Restructuring and Related Cost, Expected Cost Remaining | $ 892 |
Restructuring Additional Inform
Restructuring Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve, current | $ 20.6 | $ 29.7 |
Restructuring reserve, noncurrent | $ 39.7 | $ 55.3 |
Restructuring Related Balance S
Restructuring Related Balance Sheet Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance, January 1, 2022 | $ 85,006 |
Costs charged to expense | (9,825) |
Cash payments | (11,039) |
Cash receipts | 1,154 |
Net assets disposed and impaired | (337) |
Effect of change in exchange rates | (4,640) |
Ending balance, June 30, 2022 | 60,319 |
Accrued Employee Severance [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance, January 1, 2022 | 79,876 |
Costs charged to expense | (9,916) |
Cash payments | (8,651) |
Cash receipts | 0 |
Net assets disposed and impaired | 0 |
Effect of change in exchange rates | (4,462) |
Ending balance, June 30, 2022 | 56,847 |
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance, January 1, 2022 | 0 |
Costs charged to expense | (817) |
Cash payments | 0 |
Cash receipts | 1,154 |
Net assets disposed and impaired | (337) |
Effect of change in exchange rates | 0 |
Ending balance, June 30, 2022 | 0 |
Other Accrued Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance, January 1, 2022 | 5,130 |
Costs charged to expense | 908 |
Cash payments | (2,388) |
Cash receipts | 0 |
Net assets disposed and impaired | 0 |
Effect of change in exchange rates | (178) |
Ending balance, June 30, 2022 | $ 3,472 |
Shareholders' Equity Narrative
Shareholders' Equity Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | ||||||
Jun. 30, 2022 $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2021 shares | Mar. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2021 shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Nov. 01, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Preferred stock, shares authorized (in share) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, no par value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | |||||
Stock repurchase program, authorized amount | $ | $ 100,000 | ||||||||
Stock repurchased during period (in shares) | 280,000 | ||||||||
Stock Repurchased During Period, Value | $ | $ 16,629 | ||||||||
Derivative, notional amount | $ | $ 84,100 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 900,000 | 400,000 | 800,000 | 500,000 | |||||
Deferred tax assets, derivative instruments | $ | $ 20,600 | $ 20,600 | |||||||
Treasury stock, shares, acquired | 3,700,000 | ||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 180 | ||||||||
Class of Warrant or Right, Premium, Percentage | 1 | ||||||||
Class of Warrant or Right, Aggregate Proceeds From Transaction | $ | $ 45,300 | ||||||||
Convertible Debt Securities | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,700,000 | 3,700,000 | 3,700,000 | ||||||
Common stock, conversion price (in dollars per share) | $ / shares | $ 126 | $ 126 | |||||||
2021 Stock Repurchase Program | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock repurchased during period (in shares) | 0 | 279,968 | 405,282 | ||||||
Stock repurchased, average cost per share (in dollars per share) | $ / shares | $ 60.60 | $ 61.67 | |||||||
Stock Repurchased During Period, Value | $ | $ 17,000 | $ 25,000 |
Shareholders' Equity Accumulate
Shareholders' Equity Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 1,186,752 | $ 1,142,759 | $ 1,221,168 | $ 840,273 | $ 1,142,759 | $ 840,273 |
Total other comprehensive income (loss), net of tax | (20,422) | 52,815 | 5,137 | (11,783) | 32,393 | (6,646) |
Ending balance | 1,133,100 | 1,186,752 | 1,200,658 | 1,221,168 | 1,133,100 | 1,200,658 |
Parent [Member] | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 1,160,080 | 1,116,077 | 1,196,466 | 816,548 | 1,116,077 | 816,548 |
Total other comprehensive income (loss), net of tax | (20,422) | 52,815 | 5,137 | (11,783) | ||
Ending balance | 1,110,110 | 1,160,080 | 1,175,278 | 1,196,466 | 1,110,110 | 1,175,278 |
Foreign Currency Translation Adjustments | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | (111,766) | (84,843) | (111,766) | (84,843) | ||
OCI before reclassifications | (27,519) | (9,354) | ||||
Amounts reclassified from AOCI | 55,436 | 0 | ||||
Total other comprehensive income (loss), net of tax | 27,917 | (9,354) | ||||
Ending balance | (83,849) | (94,197) | (83,849) | (94,197) | ||
Net Unrealized Gain (Loss) on Derivative Instruments | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | (210) | (1,621) | (210) | (1,621) | ||
OCI before reclassifications | 0 | 607 | ||||
Amounts reclassified from AOCI | 0 | 701 | ||||
Total other comprehensive income (loss), net of tax | 0 | 1,308 | ||||
Ending balance | (210) | (313) | (210) | (313) | ||
Net Unrealized Gain (Loss) on Nonderivative Instruments | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | (14,380) | (14,380) | (14,380) | (14,380) | ||
OCI before reclassifications | 0 | 0 | ||||
Amounts reclassified from AOCI | 0 | 0 | ||||
Total other comprehensive income (loss), net of tax | 0 | 0 | ||||
Ending balance | (14,380) | (14,380) | (14,380) | (14,380) | ||
Pension Benefit Obligation Adjustments | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | (21,742) | (37,682) | (21,742) | (37,682) | ||
OCI before reclassifications | 4,189 | 0 | ||||
Amounts reclassified from AOCI | 287 | 1,400 | ||||
Total other comprehensive income (loss), net of tax | 4,476 | 1,400 | ||||
Ending balance | (17,266) | (36,282) | (17,266) | (36,282) | ||
Accumulated Other Comprehensive Income (Loss) | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ (148,098) | $ (138,526) | (148,098) | (138,526) | ||
OCI before reclassifications | (23,330) | (8,747) | ||||
Amounts reclassified from AOCI | 55,723 | 2,101 | ||||
Total other comprehensive income (loss), net of tax | 32,393 | (6,646) | ||||
Ending balance | $ (115,705) | $ (145,172) | $ (115,705) | $ (145,172) |
Shareholders' Equity Other Comp
Shareholders' Equity Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Before-tax amount [Abstract] | ||||
Foreign currency translation adjustment | $ (20,687,000) | $ 5,811,000 | $ (27,537,000) | $ (9,114,000) |
Foreign currency translation adjustment reclassified to net income for sale of business | 0 | 0 | 55,436,000 | 0 |
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges | 0 | (2,802,000) | 0 | 625,000 |
Net hedging (gain) loss reclassified to net income | 0 | 1,582,000 | 0 | 1,168,000 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment and Tax | 0 | 0 | 4,205,000 | 0 |
Net defined benefit plan (gain) loss reclassified to net income | 214,000 | 711,000 | 288,000 | 1,423,000 |
Total other comprehensive income (loss), before tax | (20,473,000) | 5,302,000 | 32,392,000 | (5,898,000) |
Tax (provision) benefit [Abstract] | ||||
Foreign currency translation adjustment | 59,000 | (153,000) | 18,000 | (240,000) |
Foreign currency translation adjustment reclassified to net income for sale of business | 0 | 0 | 0 | 0 |
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges | 0 | 0 | 0 | (18,000) |
Net hedging (gain) loss reclassified to net income | 0 | 0 | 0 | (467,000) |
Net unrealized gain (loss) on defined benefit plans | (7,000) | 0 | (16,000) | 0 |
Net defined benefit plan (gain) loss reclassified to net income | (1,000) | (12,000) | (1,000) | (23,000) |
Total other comprehensive income (loss) tax (provision) benefit | 51,000 | (165,000) | 1,000 | (748,000) |
Net-of-tax amount [Abstract] | ||||
Foreign currency translation adjustment | (20,628,000) | 5,658,000 | (27,519,000) | (9,354,000) |
Foreign currency translation adjustment reclassified to net income for sale of business | 0 | 0 | 55,436,000 | 0 |
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges | 0 | (2,802,000) | 0 | 607,000 |
Net hedging (gain) loss reclassified to net income | 0 | 1,582,000 | 0 | 701,000 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax | (7,000) | 0 | 4,189,000 | 0 |
Net defined benefit plan (gain) loss reclassified to net income | 213,000 | 699,000 | 287,000 | 1,400,000 |
Total other comprehensive income (loss), net of tax | $ (20,422,000) | $ 5,137,000 | $ 32,393,000 | $ (6,646,000) |
Schedule of Fair Values of Fina
Schedule of Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Line of Credit | ||
Liabilities | ||
Multicurrency revolving line of credit | $ 0 | $ 0 |
Reported Value Measurement [Member] | ||
Liabilities | ||
Convertible Notes Payable | 451,369 | 450,228 |
Reported Value Measurement [Member] | Line of Credit | ||
Liabilities | ||
Multicurrency revolving line of credit | 0 | 0 |
Estimate of Fair Value Measurement [Member] | ||
Liabilities | ||
Convertible Notes Payable | 366,146 | 422,749 |
Estimate of Fair Value Measurement [Member] | Line of Credit | ||
Liabilities | ||
Multicurrency revolving line of credit, fair value | $ 0 | $ 0 |
Segment Information Narrative (
Segment Information Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Information By Segment (Details
Information By Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 431,882 | $ 489,412 | $ 907,213 | $ 1,008,986 |
Gross profit | 126,105 | 149,875 | 261,329 | 316,919 |
Operating income (loss) | (33,527) | (6,932) | (26,708) | 24,008 |
Total other income (expense) | (2,697) | (25,729) | (4,761) | (38,428) |
Loss before income taxes | (36,224) | (32,661) | (31,469) | (14,420) |
Device Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 104,810 | 162,967 | 244,375 | 335,748 |
Gross profit | 13,878 | 30,452 | 35,684 | 62,748 |
Operating income (loss) | 5,459 | 19,988 | 17,037 | 41,689 |
Networked Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 269,462 | 265,058 | 548,282 | 553,372 |
Gross profit | 89,909 | 95,953 | 181,260 | 208,712 |
Operating income (loss) | 62,282 | 64,630 | 123,289 | 143,921 |
Outcomes Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 57,610 | 61,387 | 114,556 | 119,866 |
Gross profit | 22,318 | 23,470 | 44,385 | 45,459 |
Operating income (loss) | 9,109 | 12,537 | 17,450 | 22,873 |
Corporate Unallocated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (110,377) | (104,087) | (184,484) | (184,475) |
Product [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 359,898 | 411,719 | 759,708 | 854,523 |
Product [Member] | Device Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 103,433 | 160,647 | 241,319 | 330,978 |
Product [Member] | Networked Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 241,592 | 235,167 | 490,860 | 493,870 |
Product [Member] | Outcomes Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 14,873 | 15,905 | 27,529 | 29,675 |
Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 71,984 | 77,693 | 147,505 | 154,463 |
Service [Member] | Device Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,377 | 2,320 | 3,056 | 4,770 |
Service [Member] | Networked Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 27,870 | 29,891 | 57,422 | 59,502 |
Service [Member] | Outcomes Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 42,737 | $ 45,482 | $ 87,027 | $ 90,191 |
Segment Information Revenues By
Segment Information Revenues By Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues from External Customers [Line Items] | ||||
Revenues | $ 431,882 | $ 489,412 | $ 907,213 | $ 1,008,986 |
United States and Canada [Member] | ||||
Revenues from External Customers [Line Items] | ||||
Revenues | 311,831 | 308,673 | 629,724 | 634,209 |
Europe, Middle East, and Africa [Member] | ||||
Revenues from External Customers [Line Items] | ||||
Revenues | 96,921 | 150,851 | 226,227 | 311,220 |
Other [Member] | ||||
Revenues from External Customers [Line Items] | ||||
Revenues | $ 23,130 | $ 29,888 | $ 51,262 | $ 63,557 |
Depreciation and Amortization,
Depreciation and Amortization, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization of intangible assets | $ 16,414 | $ 21,109 | $ 33,251 | $ 42,919 |
Corporate, Non-Segment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization of intangible assets | 7,362 | 10,119 | 14,916 | 20,232 |
Device Solutions [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization of intangible assets | 3,549 | 5,609 | 7,483 | 11,797 |
Networked Solutions Segment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization of intangible assets | 4,285 | 4,252 | 8,725 | 8,527 |
Outcomes Segment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization of intangible assets | $ 1,218 | $ 1,129 | $ 2,127 | $ 2,363 |
Revenue Recognition Revenue Con
Revenue Recognition Revenue Contract Assets and Liabilities Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Beginning balance, January 1, 2022 | $ 83,180 |
Revenues recognized from beginning contract liability | (46,816) |
Cumulative catch-up adjustments | 413 |
Increases due to amounts collected or due | 184,487 |
Revenues recognized from current period increases | (115,354) |
Other | (1,377) |
Ending balance, June 30, 2022 | $ 104,533 |
Revenue Recognition Narrative (
Revenue Recognition Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Contract with customer, asset, gross | $ 47.3 | $ 33.7 |
Contract with customer, liability | $ 151.8 | $ 116.9 |
Revenue Recognition Remaing Per
Revenue Recognition Remaing Performance Obligation (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,500 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,200 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Sale of Business - Narrative (D
Sale of Business - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Foreign currency translation adjustment reclassified to net income for sale of business | $ 0 | $ 0 | $ (55,436) | $ 0 | |||
Disposal Group, Including Discontinued, Interest Received | $ 900 | ||||||
Loss on sale of business | 194 | $ 24,711 | 2,415 | 26,103 | |||
Proceeds from divestiture of businesses | $ 55,933 | $ 3,142 | |||||
Discontinued Operations, Disposed of by Sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal group, not discontinued operation, loss (gain) on write-down | $ 34,400 | ||||||
Foreign currency translation adjustment reclassified to net income for sale of business | $ 59,700 | ||||||
Loss on sale of business | $ 55,400 | ||||||
Discontinued Operations, Disposed of by Sale | Dresser | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal group, not discontinued operation, loss (gain) on write-down | $ 3,100 | ||||||
Disposal group, including discontinued operation, working capital | $ 200 | 2,200 | |||||
Disposal group, including discontinued operation, consideration | 75,000 | ||||||
Proceeds from divestiture of businesses | $ 55,900 |