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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Itron Inc | NASDAQ:ITRI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
2.01 | 2.13% | 96.40 | 95.17 | 96.45 | 97.84 | 93.75 | 94.11 | 374,012 | 01:00:00 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Washington
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91-1011792
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1:
Financial Statements (Unaudited)
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Item 4:
Controls and Procedures
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Item 1:
Legal Proceedings
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Item 1A:
Risk Factors
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Item 5:
Other Information
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Item 6:
Exhibits
|
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Three Months Ended March 31,
|
||||||
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2016
|
|
2015
|
||||
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(in thousands, except
per share data)
|
||||||
Revenues
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$
|
497,590
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$
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446,746
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Cost of revenues
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334,387
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|
308,324
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Gross profit
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163,203
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|
138,422
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||||
Operating expenses
|
|
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||||
Sales and marketing
|
40,767
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|
|
41,027
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Product development
|
45,346
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|
|
41,522
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||
General and administrative
|
45,069
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|
39,585
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||
Amortization of intangible assets
|
6,210
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|
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7,973
|
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||
Restructuring
|
2,237
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(5,181
|
)
|
||
Total operating expenses
|
139,629
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|
124,926
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||
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||||
Operating income
|
23,574
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|
|
13,496
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||
Other income (expense)
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|
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||||
Interest income
|
271
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|
|
48
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|
||
Interest expense
|
(2,918
|
)
|
|
(2,682
|
)
|
||
Other income (expense), net
|
(1,517
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)
|
|
21
|
|
||
Total other income (expense)
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(4,164
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)
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(2,613
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)
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||
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||||
Income before income taxes
|
19,410
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|
10,883
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Income tax provision
|
(8,626
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)
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|
(5,030
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)
|
||
Net income
|
10,784
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|
|
5,853
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Net income attributable to noncontrolling interests
|
695
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|
|
455
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Net income attributable to Itron, Inc.
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$
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10,089
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$
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5,398
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||||
Earnings per common share - Basic
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$
|
0.27
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|
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$
|
0.14
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Earnings per common share - Diluted
|
$
|
0.26
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$
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0.14
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|
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||||
Weighted average common shares outstanding - Basic
|
38,059
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|
|
38,442
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|
||
Weighted average common shares outstanding - Diluted
|
38,376
|
|
|
38,758
|
|
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Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
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(in thousands)
|
||||||
Net income
|
$
|
10,784
|
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$
|
5,853
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|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
10,106
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|
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(60,319
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)
|
||
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges
|
(2,606
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)
|
|
(114
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)
|
||
Pension benefit obligation adjustment
|
(318
|
)
|
|
504
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|
||
Total other comprehensive income (loss), net of tax
|
7,182
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|
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(59,929
|
)
|
||
|
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||||
Total comprehensive income (loss), net of tax
|
17,966
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|
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(54,076
|
)
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||
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|
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||||
Comprehensive income (loss) attributable to noncontrolling interests, net of tax:
|
695
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|
455
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||||
Comprehensive income (loss) attributable to Itron, Inc.
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$
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17,271
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$
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(54,531
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)
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March 31, 2016
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December 31, 2015
|
||||
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(in thousands)
|
||||||
ASSETS
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|
||||
Current assets
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|
||||
Cash and cash equivalents
|
$
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132,615
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$
|
131,018
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Accounts receivable, net
|
368,432
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|
|
330,895
|
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||
Inventories
|
189,010
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|
190,465
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Other current assets
|
110,996
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|
|
106,562
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||
Total current assets
|
801,053
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|
758,940
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|
||||
Property, plant, and equipment, net
|
190,004
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|
190,256
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||
Deferred tax assets noncurrent, net
|
108,161
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|
109,387
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Other long-term assets
|
48,201
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|
|
51,679
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|
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Intangible assets, net
|
96,386
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|
|
101,932
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Goodwill
|
475,872
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|
468,122
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Total assets
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$
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1,719,677
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$
|
1,680,316
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|
||||
LIABILITIES AND EQUITY
|
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|
||||
Current liabilities
|
|
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|
||||
Accounts payable
|
$
|
201,001
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$
|
185,827
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Other current liabilities
|
73,753
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|
78,630
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Wages and benefits payable
|
86,827
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|
76,980
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Taxes payable
|
15,877
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|
|
14,859
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Current portion of debt
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11,250
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11,250
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Current portion of warranty
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32,244
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36,927
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Unearned revenue
|
96,808
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|
73,301
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Total current liabilities
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517,760
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477,774
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||||
Long-term debt
|
336,908
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358,915
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Long-term warranty
|
18,498
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|
17,585
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||
Pension benefit obligation
|
88,312
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|
85,971
|
|
||
Deferred tax liabilities noncurrent, net
|
1,729
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|
1,723
|
|
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Other long-term obligations
|
111,242
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|
115,645
|
|
||
Total liabilities
|
1,074,449
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|
1,057,613
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|
||||
Commitments and contingencies (Note 11)
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|
||||
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|
||||
Equity
|
|
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|
||||
Common stock
|
1,251,231
|
|
|
1,246,671
|
|
||
Accumulated other comprehensive loss, net
|
(193,425
|
)
|
|
(200,607
|
)
|
||
Accumulated deficit
|
(431,217
|
)
|
|
(441,306
|
)
|
||
Total Itron, Inc. shareholders' equity
|
626,589
|
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|
604,758
|
|
||
Noncontrolling interests
|
18,639
|
|
|
17,945
|
|
||
Total equity
|
645,228
|
|
|
622,703
|
|
||
Total liabilities and equity
|
$
|
1,719,677
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|
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$
|
1,680,316
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
10,784
|
|
|
$
|
5,853
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
16,674
|
|
|
19,355
|
|
||
Stock-based compensation
|
3,900
|
|
|
4,108
|
|
||
Amortization of prepaid debt fees
|
276
|
|
|
390
|
|
||
Deferred taxes, net
|
4,507
|
|
|
(4,932
|
)
|
||
Restructuring, non-cash
|
1,114
|
|
|
(110
|
)
|
||
Other adjustments, net
|
66
|
|
|
337
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(33,308
|
)
|
|
237
|
|
||
Inventories
|
3,244
|
|
|
(23,732
|
)
|
||
Other current assets
|
(5,457
|
)
|
|
(7,888
|
)
|
||
Other long-term assets
|
2,945
|
|
|
(3,081
|
)
|
||
Accounts payable, other current liabilities, and taxes payable
|
10,161
|
|
|
3,760
|
|
||
Wages and benefits payable
|
9,349
|
|
|
(9,913
|
)
|
||
Unearned revenue
|
14,343
|
|
|
14,582
|
|
||
Warranty
|
(4,045
|
)
|
|
2,384
|
|
||
Other operating, net
|
(748
|
)
|
|
(5,305
|
)
|
||
Net cash provided by (used in) operating activities
|
33,805
|
|
|
(3,955
|
)
|
||
|
|
|
|
||||
Investing activities
|
|
|
|
||||
Acquisitions of property, plant, and equipment
|
(8,791
|
)
|
|
(9,472
|
)
|
||
Other investing, net
|
558
|
|
|
(118
|
)
|
||
Net cash used in investing activities
|
(8,233
|
)
|
|
(9,590
|
)
|
||
|
|
|
|
||||
Financing activities
|
|
|
|
||||
Proceeds from borrowings
|
—
|
|
|
63,000
|
|
||
Payments on debt
|
(23,406
|
)
|
|
(22,373
|
)
|
||
Issuance of common stock
|
660
|
|
|
451
|
|
||
Repurchase of common stock
|
—
|
|
|
(16,341
|
)
|
||
Other financing, net
|
(2,289
|
)
|
|
1,186
|
|
||
Net cash provided by (used in) financing activities
|
(25,035
|
)
|
|
25,923
|
|
||
|
|
|
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
1,060
|
|
|
(6,665
|
)
|
||
Increase in cash and cash equivalents
|
1,597
|
|
|
5,713
|
|
||
Cash and cash equivalents at beginning of period
|
131,018
|
|
|
112,371
|
|
||
Cash and cash equivalents at end of period
|
$
|
132,615
|
|
|
$
|
118,084
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income taxes, net
|
$
|
3,680
|
|
|
$
|
19,245
|
|
Interest, net of amounts capitalized
|
2,624
|
|
|
2,265
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands, except per share data)
|
||||||
Net income available to common shareholders
|
$
|
10,089
|
|
|
$
|
5,398
|
|
|
|
|
|
||||
Weighted average common shares outstanding - Basic
|
38,059
|
|
|
38,442
|
|
||
Dilutive effect of stock-based awards
|
317
|
|
|
316
|
|
||
Weighted average common shares outstanding - Diluted
|
38,376
|
|
|
38,758
|
|
||
Earnings per common share - Basic
|
$
|
0.27
|
|
|
$
|
0.14
|
|
Earnings per common share - Diluted
|
$
|
0.26
|
|
|
$
|
0.14
|
|
Accounts receivable, net
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Trade receivables (net of allowance of $4,541 and $5,949)
|
$
|
321,814
|
|
|
$
|
298,550
|
|
Unbilled receivables
|
46,618
|
|
|
32,345
|
|
||
Total accounts receivable, net
|
$
|
368,432
|
|
|
$
|
330,895
|
|
Allowance for doubtful accounts activity
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
5,949
|
|
|
$
|
6,195
|
|
Provision (release) for doubtful accounts, net
|
(8
|
)
|
|
269
|
|
||
Accounts written-off
|
(1,478
|
)
|
|
(16
|
)
|
||
Effect of change in exchange rates
|
78
|
|
|
(509
|
)
|
||
Ending balance
|
$
|
4,541
|
|
|
$
|
5,939
|
|
Inventories
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Materials
|
$
|
115,331
|
|
|
$
|
111,191
|
|
Work in process
|
10,836
|
|
|
9,400
|
|
||
Finished goods
|
62,843
|
|
|
69,874
|
|
||
Total inventories
|
$
|
189,010
|
|
|
$
|
190,465
|
|
Property, plant, and equipment, net
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Machinery and equipment
|
$
|
289,411
|
|
|
$
|
289,015
|
|
Computers and software
|
104,795
|
|
|
104,310
|
|
||
Buildings, furniture, and improvements
|
128,437
|
|
|
127,531
|
|
||
Land
|
20,009
|
|
|
19,882
|
|
||
Construction in progress, including purchased equipment
|
32,567
|
|
|
32,639
|
|
||
Total cost
|
575,219
|
|
|
573,377
|
|
||
Accumulated depreciation
|
(385,215
|
)
|
|
(383,121
|
)
|
||
Property, plant, and equipment, net
|
$
|
190,004
|
|
|
$
|
190,256
|
|
Depreciation expense
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Depreciation expense
|
$
|
10,464
|
|
|
$
|
11,382
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross Assets
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Assets
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Core-developed technology
|
$
|
393,957
|
|
|
$
|
(365,728
|
)
|
|
$
|
28,229
|
|
|
$
|
388,981
|
|
|
$
|
(358,092
|
)
|
|
$
|
30,889
|
|
Customer contracts and relationships
|
239,560
|
|
|
(172,592
|
)
|
|
66,968
|
|
|
238,379
|
|
|
(168,885
|
)
|
|
69,494
|
|
||||||
Trademarks and trade names
|
64,385
|
|
|
(63,243
|
)
|
|
1,142
|
|
|
64,069
|
|
|
(62,571
|
)
|
|
1,498
|
|
||||||
Other
|
11,079
|
|
|
(11,032
|
)
|
|
47
|
|
|
11,078
|
|
|
(11,027
|
)
|
|
51
|
|
||||||
Total intangible assets
|
$
|
708,981
|
|
|
$
|
(612,595
|
)
|
|
$
|
96,386
|
|
|
$
|
702,507
|
|
|
$
|
(600,575
|
)
|
|
$
|
101,932
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Beginning balance, intangible assets, gross
|
$
|
702,507
|
|
|
$
|
748,148
|
|
Intangible assets impaired
|
—
|
|
|
(497
|
)
|
||
Effect of change in exchange rates
|
6,474
|
|
|
(42,038
|
)
|
||
Ending balance, intangible assets, gross
|
$
|
708,981
|
|
|
$
|
705,613
|
|
Year Ending December 31,
|
|
Estimated Annual Amortization
|
||
|
|
(in thousands)
|
||
2016 (amount remaining at March 31, 2016)
|
|
$
|
19,031
|
|
2017
|
|
18,841
|
|
|
2018
|
|
13,132
|
|
|
2019
|
|
10,325
|
|
|
2020
|
|
8,423
|
|
|
Beyond 2020
|
|
26,634
|
|
|
Total intangible assets subject to amortization
|
|
$
|
96,386
|
|
|
Electricity
|
|
Gas
|
|
Water
|
|
Total Company
|
||||||||
|
(in thousands)
|
||||||||||||||
Balances at January 1, 2016
|
|
|
|
|
|
|
|
||||||||
Goodwill before impairment
|
$
|
414,910
|
|
|
$
|
331,436
|
|
|
$
|
350,314
|
|
|
$
|
1,096,660
|
|
Accumulated impairment losses
|
(362,177
|
)
|
|
—
|
|
|
(266,361
|
)
|
|
(628,538
|
)
|
||||
Goodwill, net
|
52,733
|
|
|
331,436
|
|
|
83,953
|
|
|
468,122
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Effect of change in exchange rates
|
600
|
|
|
5,756
|
|
|
1,394
|
|
|
7,750
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances at March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Goodwill before impairment
|
422,011
|
|
|
337,192
|
|
|
357,930
|
|
|
1,117,133
|
|
||||
Accumulated impairment losses
|
(368,678
|
)
|
|
—
|
|
|
(272,583
|
)
|
|
(641,261
|
)
|
||||
Goodwill, net
|
$
|
53,333
|
|
|
$
|
337,192
|
|
|
$
|
85,347
|
|
|
$
|
475,872
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Credit facility:
|
|
|
|
||||
USD denominated term loan
|
$
|
216,563
|
|
|
$
|
219,375
|
|
Multicurrency revolving line of credit
|
132,572
|
|
|
151,837
|
|
||
Total debt
|
349,135
|
|
|
371,212
|
|
||
Less: current portion of debt
|
11,250
|
|
|
11,250
|
|
||
Less: unamortized prepaid debt fees - term loan
|
977
|
|
|
1,047
|
|
||
Long-term debt less unamortized prepaid debt fees - term loan
|
$
|
336,908
|
|
|
$
|
358,915
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Term loan
|
$
|
2,813
|
|
|
$
|
7,500
|
|
Multicurrency revolving line of credit
|
20,593
|
|
|
14,873
|
|
||
Total credit facility repayments
|
$
|
23,406
|
|
|
$
|
22,373
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Unamortized prepaid debt fees - revolver
|
$
|
2,951
|
|
|
$
|
3,128
|
|
Unamortized prepaid debt fees - term loan
|
977
|
|
|
1,047
|
|
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net unrealized loss on hedging instruments at January 1,
|
$
|
(14,062
|
)
|
|
$
|
(15,148
|
)
|
Unrealized loss on hedging instruments
|
(2,782
|
)
|
|
(369
|
)
|
||
Realized losses reclassified into net income
|
176
|
|
|
255
|
|
||
Net unrealized loss on hedging instruments at March 31,
|
$
|
(16,668
|
)
|
|
$
|
(15,262
|
)
|
Offsetting of Derivative Assets
|
Gross Amounts of Recognized Assets Presented in
the Consolidated
Balance Sheets
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||
|
|
Derivative Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
|||||||||
|
(in thousands)
|
||||||||||||||
March 31, 2016
|
$
|
926
|
|
|
$
|
(288
|
)
|
|
$
|
—
|
|
|
$
|
638
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
$
|
3,082
|
|
|
$
|
(565
|
)
|
|
$
|
—
|
|
|
$
|
2,517
|
|
Offsetting of Derivative Liabilities
|
Gross Amounts of Recognized Liabilities Presented in the Consolidated Balance Sheets
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||
|
|
Derivative Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
|||||||||
|
(in thousands)
|
||||||||||||||
March 31, 2016
|
$
|
3,235
|
|
|
$
|
(288
|
)
|
|
$
|
—
|
|
|
$
|
2,947
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
$
|
967
|
|
|
$
|
(565
|
)
|
|
$
|
—
|
|
|
$
|
402
|
|
Derivatives in ASC 815-20
Cash Flow
Hedging Relationships
|
|
Amount of Gain (Loss)
Recognized in OCI on
Derivative (Effective
Portion)
|
|
Gain (Loss) Reclassified from Accumulated
OCI into Income (Effective Portion)
|
|
Gain (Loss) Recognized in Income on
Derivative (Ineffective Portion)
|
||||||||||||||||||||||
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
||||||||||||||||||
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap contracts
|
|
$
|
(3,779
|
)
|
|
$
|
(597
|
)
|
|
Interest expense
|
|
$
|
(286
|
)
|
|
$
|
(412
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate cap contracts
|
|
(734
|
)
|
|
—
|
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Assets
|
|
|
|
||||
Plan assets in other long-term assets
|
$
|
511
|
|
|
$
|
359
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current portion of pension benefit obligation in wages and benefits payable
|
3,159
|
|
|
3,493
|
|
||
Long-term portion of pension benefit obligation
|
88,312
|
|
|
85,971
|
|
||
|
|
|
|
||||
Pension benefit obligation, net
|
$
|
90,960
|
|
|
$
|
89,105
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Service cost
|
$
|
986
|
|
|
$
|
1,089
|
|
Interest cost
|
633
|
|
|
620
|
|
||
Expected return on plan assets
|
(126
|
)
|
|
(136
|
)
|
||
Settlements and other
|
(3
|
)
|
|
(1
|
)
|
||
Amortization of actuarial net loss
|
327
|
|
|
497
|
|
||
Amortization of unrecognized prior service costs
|
15
|
|
|
15
|
|
||
Net periodic benefit cost
|
$
|
1,832
|
|
|
$
|
2,084
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Stock options
|
$
|
554
|
|
|
$
|
649
|
|
Restricted stock units
|
3,096
|
|
|
3,326
|
|
||
Unrestricted stock awards
|
250
|
|
|
133
|
|
||
Phantom stock units
|
76
|
|
|
—
|
|
||
Total stock-based compensation
|
$
|
3,976
|
|
|
$
|
4,108
|
|
|
|
|
|
||||
Related tax benefit
|
$
|
1,208
|
|
|
$
|
1,149
|
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
33.5
|
%
|
|
34.5
|
%
|
Risk-free interest rate
|
1.3
|
%
|
|
1.7
|
%
|
Expected term (years)
|
5.5
|
|
|
5.5
|
|
|
Shares
|
|
Weighted
Average Exercise
Price per Share
|
|
Weighted Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
(1)
|
|
Weighted
Average Grant
Date Fair Value
|
|||||||
|
(in thousands)
|
|
|
|
(years)
|
|
(in thousands)
|
|
|
|||||||
Outstanding, January 1, 2015
|
1,123
|
|
|
$
|
51.90
|
|
|
4.4
|
|
$
|
1,676
|
|
|
|
||
Granted
|
204
|
|
|
35.29
|
|
|
|
|
|
|
$
|
12.15
|
|
|||
Exercised
|
(2
|
)
|
|
26.65
|
|
|
|
|
17
|
|
|
|
||||
Expired
|
(1
|
)
|
|
37.40
|
|
|
|
|
|
|
|
|||||
Outstanding, March 31, 2015
|
1,324
|
|
|
$
|
49.39
|
|
|
5.5
|
|
$
|
451
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding, January 1, 2016
|
1,180
|
|
|
$
|
48.31
|
|
|
|
|
|
|
|
|
|||
Granted
|
185
|
|
|
40.04
|
|
|
|
|
|
|
$
|
13.15
|
|
|||
Exercised
|
(12
|
)
|
|
35.29
|
|
|
|
|
73
|
|
|
|
||||
Forfeited
|
(35
|
)
|
|
35.29
|
|
|
|
|
|
|
|
|||||
Expired
|
(1
|
)
|
|
48.51
|
|
|
|
|
|
|
|
|||||
Outstanding, March 31, 2016
|
1,317
|
|
|
$
|
47.61
|
|
|
5.5
|
|
$
|
2,859
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Exercisable March 31, 2016
|
892
|
|
|
$
|
52.46
|
|
|
3.6
|
|
$
|
1,040
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Expected to vest, March 31, 2016
|
404
|
|
|
$
|
37.42
|
|
|
9.4
|
|
$
|
1,736
|
|
|
|
(1)
|
The aggregate intrinsic value of outstanding stock options represents amounts that would have been received by the optionees had all in- the-money options been exercised on that date. Specifically, it is the amount by which the market value of our stock exceeded the exercise price of the outstanding in-the-money options before applicable income taxes, based on our closing stock price on the last business day of the period. The aggregate intrinsic value of stock options exercised during the period is calculated based on our stock price at the date of exercise.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Expected volatility
|
30.0
|
%
|
|
30.1
|
%
|
||
Risk-free interest rate
|
0.7
|
%
|
|
0.7
|
%
|
||
Expected term (years)
|
1.8
|
|
|
2.1
|
|
||
|
|
|
|
||||
Weighted average fair value
|
$
|
44.77
|
|
|
$
|
33.46
|
|
|
Number of
Restricted Stock Units
|
|
Weighted
Average Grant
Date Fair Value
|
|
Aggregate
Intrinsic Value
(1)
|
|||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|||||
Outstanding, January 1, 2015
|
682
|
|
|
|
|
|
||||
Granted
(2)
|
315
|
|
|
$
|
35.30
|
|
|
|
||
Released
|
(266
|
)
|
|
|
|
$
|
10,888
|
|
||
Forfeited
|
(22
|
)
|
|
|
|
|
||||
Outstanding, March 31, 2015
|
709
|
|
|
|
|
|
||||
|
|
|
|
|
|
|||||
Outstanding, January 1, 2016
|
756
|
|
|
|
|
|
||||
Granted
(2)
|
172
|
|
|
$
|
40.02
|
|
|
|
||
Released
|
(262
|
)
|
|
|
|
$
|
10,098
|
|
||
Forfeited
|
(30
|
)
|
|
|
|
|
||||
Outstanding, March 31, 2016
|
636
|
|
|
|
|
|
||||
|
|
|
|
|
|
|||||
Vested but not released, March 31, 2016
|
5
|
|
|
|
|
$
|
207
|
|
||
|
|
|
|
|
|
|||||
Expected to vest, March 31, 2016
|
506
|
|
|
|
|
$
|
21,106
|
|
(1)
|
The aggregate intrinsic value is the market value of the stock, before applicable income taxes, based on the closing price on the stock release dates or at the end of the period for restricted stock units expected to vest.
|
(2)
|
Restricted stock units granted in
2015
and
2016
do not include awards under the Performance Award Agreement for the respective years, as these awards are not granted until attainment of annual performance goals has been determined at the conclusion of the performance period, which had not occurred as of
March 31, 2015
and
2016
, respectively.
|
|
Number of Phantom Stock Units
|
|
Weighted
Average Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Outstanding, January 1, 2016
|
—
|
|
|
|
||
Granted
|
61
|
|
|
$
|
41.72
|
|
Outstanding, March 31, 2016
|
61
|
|
|
$
|
41.72
|
|
|
|
|
|
|||
Expected to vest, March 31, 2016
|
53
|
|
|
$
|
41.72
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands, except per share data)
|
||||||
Shares of unrestricted stock granted
|
7
|
|
|
3
|
|
||
|
|
|
|
||||
Weighted average grant date fair value per share
|
$
|
35.61
|
|
|
$
|
41.56
|
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
|
(in thousands)
|
||||
Shares of stock sold to employees
(1)
|
11
|
|
|
10
|
|
(1)
|
Stock sold to employees during each fiscal quarter under the ESPP is associated with the offering period ending on the last day of the previous fiscal quarter.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net interest and penalties expense
|
$
|
99
|
|
|
$
|
301
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Accrued interest
|
$
|
2,229
|
|
|
$
|
2,105
|
|
Accrued penalties
|
2,649
|
|
|
2,577
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Unrecognized tax benefits related to uncertain tax positions
|
$
|
54,978
|
|
|
$
|
54,880
|
|
The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate
|
53,670
|
|
|
53,602
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Credit facilities
(1)
|
|
|
|
||||
Multicurrency revolving line of credit
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Long-term borrowings
|
(132,572
|
)
|
|
(151,837
|
)
|
||
Standby LOCs issued and outstanding
|
(45,928
|
)
|
|
(46,574
|
)
|
||
|
|
|
|
||||
Net available for additional borrowings under the multi-currency revolving line of credit
|
$
|
321,500
|
|
|
$
|
301,589
|
|
Net available for additional standby LOCs under sub-facility
(2)
|
254,072
|
|
|
253,426
|
|
||
|
|
|
|
||||
Unsecured multicurrency revolving lines of credit with various financial institutions
|
|
|
|
||||
Multicurrency revolving lines of credit
|
$
|
100,424
|
|
|
$
|
97,989
|
|
Standby LOCs issued and outstanding
|
(26,392
|
)
|
|
(31,122
|
)
|
||
Short-term borrowings
(3)
|
(1,373
|
)
|
|
(3,884
|
)
|
||
Net available for additional borrowings and LOCs
|
$
|
72,659
|
|
|
$
|
62,983
|
|
|
|
|
|
||||
Unsecured surety bonds in force
|
$
|
131,617
|
|
|
$
|
87,558
|
|
(1)
|
Refer to Note 6 for details regarding our secured credit facilities.
|
(2)
|
Subsequent to March 31, 2016, as a result of entering into the first and second amendments to the 2015 credit facility, the maximum limit available for additional standby LOCs under sub-facility was reduced from
$300 million
to
$250 million
.
|
(3)
|
Short-term borrowings are included in “Other current liabilities” on the Consolidated Balance Sheets.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
54,512
|
|
|
$
|
36,548
|
|
New product warranties
|
2,404
|
|
|
1,800
|
|
||
Other changes/adjustments to warranties
|
1,034
|
|
|
3,445
|
|
||
Claims activity
|
(7,390
|
)
|
|
(2,773
|
)
|
||
Effect of change in exchange rates
|
182
|
|
|
(1,955
|
)
|
||
Ending balance
|
50,742
|
|
|
37,065
|
|
||
Less: current portion of warranty
|
32,244
|
|
|
22,256
|
|
||
Long-term warranty
|
$
|
18,498
|
|
|
$
|
14,809
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Total warranty expense
|
$
|
3,438
|
|
|
$
|
5,245
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
33,654
|
|
|
$
|
34,138
|
|
Unearned revenue for new extended warranties
|
581
|
|
|
605
|
|
||
Unearned revenue recognized
|
(857
|
)
|
|
(649
|
)
|
||
Effect of change in exchange rates
|
120
|
|
|
(194
|
)
|
||
Ending balance
|
33,498
|
|
|
33,900
|
|
||
Less: current portion of unearned revenue for extended warranty
|
3,750
|
|
|
2,971
|
|
||
Long-term unearned revenue for extended warranty within other long-term obligations
|
$
|
29,748
|
|
|
$
|
30,929
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Plan costs
|
$
|
6,774
|
|
|
$
|
6,513
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
IBNR accrual
|
$
|
2,013
|
|
|
$
|
2,051
|
|
|
Total Expected Costs at March 31, 2016
|
|
Costs Recognized in Prior Periods
|
|
Costs Recognized During the Three Months Ended March 31, 2016
|
|
Remaining Costs to be Recognized at March 31, 2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Employee severance costs
|
$
|
35,400
|
|
|
$
|
34,373
|
|
|
$
|
1,027
|
|
|
$
|
—
|
|
Asset impairments & net loss on sale or disposal
|
9,994
|
|
|
8,880
|
|
|
1,114
|
|
|
—
|
|
||||
Other restructuring costs
|
6,045
|
|
|
3,929
|
|
|
96
|
|
|
2,020
|
|
||||
Total
|
$
|
51,439
|
|
|
$
|
47,182
|
|
|
$
|
2,237
|
|
|
$
|
2,020
|
|
|
|
|
|
|
|
|
|
||||||||
Segments:
|
|
|
|
|
|
|
|
||||||||
Electricity
|
$
|
24,098
|
|
|
$
|
21,743
|
|
|
$
|
528
|
|
|
$
|
1,827
|
|
Gas
|
13,206
|
|
|
11,855
|
|
|
1,264
|
|
|
87
|
|
||||
Water
|
1,891
|
|
|
1,940
|
|
|
(64
|
)
|
|
15
|
|
||||
Corporate unallocated
|
12,244
|
|
|
11,644
|
|
|
509
|
|
|
91
|
|
||||
Total
|
$
|
51,439
|
|
|
$
|
47,182
|
|
|
$
|
2,237
|
|
|
$
|
2,020
|
|
|
Accrued Employee Severance
|
|
Asset Impairments & Net Loss on Sale or Disposal
|
|
Other
Accrued Costs
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Beginning balance, January 1, 2016
|
$
|
26,533
|
|
|
$
|
—
|
|
|
$
|
3,048
|
|
|
$
|
29,581
|
|
Costs charged to expense
|
1,027
|
|
|
1,114
|
|
|
96
|
|
|
2,237
|
|
||||
Cash payments
|
(5,323
|
)
|
|
—
|
|
|
(188
|
)
|
|
(5,511
|
)
|
||||
Non-cash items
|
—
|
|
|
(1,114
|
)
|
|
—
|
|
|
(1,114
|
)
|
||||
Effect of change in exchange rates
|
352
|
|
|
—
|
|
|
(90
|
)
|
|
262
|
|
||||
Ending balance, March 31, 2016
|
$
|
22,589
|
|
|
$
|
—
|
|
|
$
|
2,866
|
|
|
$
|
25,455
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Before-tax amount
|
|
|
|
||||
Foreign currency translation adjustment
|
$
|
10,458
|
|
|
$
|
(60,773
|
)
|
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges
|
(4,513
|
)
|
|
(597
|
)
|
||
Net hedging loss reclassified into net income
|
286
|
|
|
412
|
|
||
Pension benefit obligation adjustment
|
(455
|
)
|
|
511
|
|
||
Total other comprehensive income (loss), before tax
|
5,776
|
|
|
(60,447
|
)
|
||
|
|
|
|
||||
Tax (provision) benefit
|
|
|
|
||||
Foreign currency translation adjustment
|
(352
|
)
|
|
454
|
|
||
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges
|
1,731
|
|
|
228
|
|
||
Net hedging loss reclassified into net income
|
(110
|
)
|
|
(157
|
)
|
||
Pension benefit obligation adjustment
|
137
|
|
|
(7
|
)
|
||
Total other comprehensive income (loss) tax (provision) benefit
|
1,406
|
|
|
518
|
|
||
|
|
|
|
||||
Net-of-tax amount
|
|
|
|
||||
Foreign currency translation adjustment
|
10,106
|
|
|
(60,319
|
)
|
||
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges
|
(2,782
|
)
|
|
(369
|
)
|
||
Net hedging loss reclassified into net income
|
176
|
|
|
255
|
|
||
Pension benefit obligation adjustment
|
(318
|
)
|
|
504
|
|
||
Total other comprehensive income (loss), net of tax
|
$
|
7,182
|
|
|
$
|
(59,929
|
)
|
|
Foreign Currency Translation Adjustments
|
|
Net Unrealized Gain (Loss) on Derivative Instruments
|
|
Net Unrealized Gain (Loss) on Nonderivative Instruments
|
|
Pension Benefit Obligation Adjustments
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balances at January 1, 2015
|
$
|
(85,080
|
)
|
|
$
|
(768
|
)
|
|
$
|
(14,380
|
)
|
|
$
|
(34,832
|
)
|
|
$
|
(135,060
|
)
|
OCI before reclassifications
|
(60,319
|
)
|
|
(369
|
)
|
|
—
|
|
|
(1
|
)
|
|
(60,689
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
255
|
|
|
—
|
|
|
505
|
|
|
760
|
|
|||||
Total other comprehensive income (loss)
|
(60,319
|
)
|
|
(114
|
)
|
|
—
|
|
|
504
|
|
|
(59,929
|
)
|
|||||
Balances at March 31, 2015
|
$
|
(145,399
|
)
|
|
$
|
(882
|
)
|
|
$
|
(14,380
|
)
|
|
$
|
(34,328
|
)
|
|
$
|
(194,989
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balances at January 1, 2016
|
$
|
(158,009
|
)
|
|
$
|
318
|
|
|
$
|
(14,380
|
)
|
|
$
|
(28,536
|
)
|
|
$
|
(200,607
|
)
|
OCI before reclassifications
|
10,106
|
|
|
(2,782
|
)
|
|
—
|
|
|
(79
|
)
|
|
7,245
|
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
176
|
|
|
—
|
|
|
(239
|
)
|
|
(63
|
)
|
|||||
Total other comprehensive income (loss)
|
10,106
|
|
|
(2,606
|
)
|
|
—
|
|
|
(318
|
)
|
|
7,182
|
|
|||||
Balances at March 31, 2016
|
$
|
(147,903
|
)
|
|
$
|
(2,288
|
)
|
|
$
|
(14,380
|
)
|
|
$
|
(28,854
|
)
|
|
$
|
(193,425
|
)
|
|
Amount Reclassified from AOCI
(1)
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||||||
|
Three Months Ended March 31,
|
|
|||||||
|
2016
|
|
2015
|
|
|
||||
|
(in thousands)
|
|
|
||||||
Amortization of defined benefit pension items
|
|
|
|
|
|
||||
Prior-service costs
|
$
|
15
|
|
|
$
|
(15
|
)
|
|
(2)
|
Actuarial losses
|
327
|
|
|
(497
|
)
|
|
(2)
|
||
Settlement and Other
|
—
|
|
|
—
|
|
|
(2)
|
||
Total, before tax
|
342
|
|
|
(512
|
)
|
|
Income before income taxes
|
||
Tax benefit (provision)
|
(103
|
)
|
|
7
|
|
|
Income tax provision
|
||
Total, net of tax
|
239
|
|
|
(505
|
)
|
|
Net income
|
||
|
|
|
|
|
|
||||
Total reclassifications for the period, net of tax
|
$
|
239
|
|
|
$
|
(505
|
)
|
|
Net income
|
(1)
|
Amounts in parentheses indicate debits to the Consolidated Statements of Operations.
|
(2)
|
These AOCI components are included in the computation of net periodic pension cost. Refer to Note 8 for additional details.
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
|
|
(in thousands)
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
132,615
|
|
|
$
|
132,615
|
|
|
$
|
131,018
|
|
|
$
|
131,018
|
|
Foreign exchange forwards
|
237
|
|
|
237
|
|
|
27
|
|
|
27
|
|
||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
1,632
|
|
|
1,632
|
|
||||
Interest rate caps
|
689
|
|
|
689
|
|
|
1,423
|
|
|
1,423
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Credit facility
|
|
|
|
|
|
|
|
||||||||
USD denominated term loan
|
$
|
216,563
|
|
|
$
|
215,089
|
|
|
$
|
219,375
|
|
|
$
|
217,830
|
|
Multicurrency revolving line of credit
|
132,572
|
|
|
131,442
|
|
|
151,837
|
|
|
150,570
|
|
||||
Interest rate swaps
|
2,730
|
|
|
2,730
|
|
|
868
|
|
|
868
|
|
||||
Foreign exchange forwards
|
505
|
|
|
505
|
|
|
99
|
|
|
99
|
|
Electricity
|
Standard electricity (electromechanical and electronic) meters; advanced electricity meters and communication modules; smart electricity meters; smart electricity communication modules; prepayment systems, including smart key, keypad, and smart card communication technologies; advanced systems including handheld, mobile, and fixed network collection technologies; smart network technologies; meter data management software; knowledge application solutions; installation; implementation; and professional services including consulting and analysis.
|
|
|
Gas
|
Standard gas meters; advanced gas meters and communication modules; smart gas meters; smart gas communication modules; prepayment systems, including smart key, keypad, and smart card communication technologies; advanced systems, including handheld, mobile, and fixed network collection technologies; smart network technologies; meter data management software; knowledge application solutions; installation; implementation; and professional services including consulting and analysis.
|
|
|
Water
|
Standard water and heat meters; advanced and smart water meters and communication modules; smart heat meters; advanced systems including handheld, mobile, and fixed network collection technologies; meter data management software; knowledge application solutions; installation; implementation; and professional services including consulting and analysis.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Revenues
|
|
|
|
||||
Electricity
|
$
|
217,295
|
|
|
$
|
191,840
|
|
Gas
|
139,256
|
|
|
125,081
|
|
||
Water
|
141,039
|
|
|
129,825
|
|
||
Total Company
|
$
|
497,590
|
|
|
$
|
446,746
|
|
|
|
|
|
||||
Gross profit
|
|
|
|
||||
Electricity
|
$
|
64,586
|
|
|
$
|
54,204
|
|
Gas
|
48,577
|
|
|
44,037
|
|
||
Water
|
50,040
|
|
|
40,181
|
|
||
Total Company
|
$
|
163,203
|
|
|
$
|
138,422
|
|
|
|
|
|
||||
Operating income (loss)
|
|
|
|
||||
Electricity
|
$
|
10,632
|
|
|
$
|
1,114
|
|
Gas
|
16,299
|
|
|
14,491
|
|
||
Water
|
18,076
|
|
|
8,715
|
|
||
Corporate unallocated
|
(21,433
|
)
|
|
(10,824
|
)
|
||
Total Company
|
23,574
|
|
|
13,496
|
|
||
Total other income (expense)
|
(4,164
|
)
|
|
(2,613
|
)
|
||
Income before income taxes
|
$
|
19,410
|
|
|
$
|
10,883
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
United States and Canada
|
$
|
262,037
|
|
|
$
|
227,438
|
|
Europe, Middle East, and Africa
|
195,710
|
|
|
176,187
|
|
||
Other
(1)
|
39,843
|
|
|
43,121
|
|
||
Total revenues
|
$
|
497,590
|
|
|
$
|
446,746
|
|
(1)
|
The Other region includes our operations in Latin America and Asia Pacific.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Electricity
|
$
|
7,262
|
|
|
$
|
9,149
|
|
Gas
|
4,921
|
|
|
5,341
|
|
||
Water
|
4,382
|
|
|
4,792
|
|
||
Corporate Unallocated
|
109
|
|
|
73
|
|
||
Total Company
|
$
|
16,674
|
|
|
$
|
19,355
|
|
•
|
Revenues for the
three
months ended
March 31, 2016
were
$497.6 million
compared with
$446.7 million
in the same period last year, an increase of $50.8 million, or 11%. All operating segments experienced improved revenue in the first quarter of 2016.
|
•
|
Gross margin for the
three
months ended
March 31, 2016
was
32.8%
, compared with
31.0%
in the same period last year, an increase of 180 basis points.
|
•
|
Operating expenses for the
three
months ended
March 31, 2016
were
$14.7 million
higher compared with the same period last year due to increased restructuring, general and administrative, and product development costs.
|
•
|
Net income attributable to Itron, Inc. for the three months ended March 31, 2016 was
$10.1 million
compared with
$5.4 million
in the same period last year.
|
•
|
Adjusted EBITDA for the first quarter ended
March 31, 2016
improved $10.7 million or 36% compared with the same period last year.
|
•
|
GAAP diluted EPS improved $0.12 to
$0.26
for the first quarter of 2016 as compared to the same period last year.
|
•
|
Non-GAAP diluted EPS improved $0.22 to
$0.44
for the first quarter of 2016 as compared to the same period last year.
|
•
|
Total backlog was
$1.5 billion
and twelve-month backlog was
$785 million
at
March 31, 2016
.
|
|
Three Months Ended March 31,
|
||||||||
|
2016
|
|
2015
|
|
% Change
|
||||
|
(in thousands, except margin and per share data)
|
||||||||
GAAP
|
|
|
|
|
|
||||
Revenues
|
$
|
497,590
|
|
|
$
|
446,746
|
|
|
11%
|
Gross profit
|
163,203
|
|
|
138,422
|
|
|
18%
|
||
Operating expenses
|
139,629
|
|
|
124,926
|
|
|
12%
|
||
Operating income
|
23,574
|
|
|
13,496
|
|
|
75%
|
||
Other income (expense)
|
(4,164
|
)
|
|
(2,613
|
)
|
|
59%
|
||
Income tax provision
|
(8,626
|
)
|
|
(5,030
|
)
|
|
71%
|
||
Net income attributable to Itron, Inc.
|
10,089
|
|
|
5,398
|
|
|
87%
|
||
|
|
|
|
|
|
||||
Non-GAAP
(1)
|
|
|
|
|
|
||||
Operating expenses
|
$
|
131,179
|
|
|
$
|
119,810
|
|
|
9%
|
Operating income
|
32,024
|
|
|
18,612
|
|
|
72%
|
||
Net income attributable to Itron, Inc.
|
16,831
|
|
|
8,549
|
|
|
97%
|
||
Adjusted EBITDA
|
40,276
|
|
|
29,560
|
|
|
36%
|
||
|
|
|
|
|
|
||||
GAAP Margins and Earnings Per Share
|
|
|
|
|
|
||||
Gross margin
|
32.8
|
%
|
|
31.0
|
%
|
|
|
||
Operating margin
|
4.7
|
%
|
|
3.0
|
%
|
|
|
||
Basic EPS
|
$
|
0.27
|
|
|
$
|
0.14
|
|
|
|
Diluted EPS
|
$
|
0.26
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP Earnings Per Share
(1)
|
|
|
|
|
|
||||
Diluted EPS
|
$
|
0.44
|
|
|
$
|
0.22
|
|
|
|
(1)
|
These measures exclude certain expenses that we do not believe are indicative of our core operating results. See pages
40-42
for information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.
|
•
|
Standard metering – no built-in remote reading communication technology
|
•
|
Advanced metering – one-way communication of meter data
|
•
|
Smart metering – two-way communication including remote meter configuration and upgrade (consisting primarily of our OpenWay® technology)
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
|
(units in thousands)
|
||||
Meters
|
|
|
|
||
Standard
|
4,370
|
|
|
4,740
|
|
Advanced and smart
|
2,190
|
|
|
1,540
|
|
Total meters
|
6,560
|
|
|
6,280
|
|
|
|
|
|
||
Stand-alone communication modules
|
|
|
|
||
Advanced and smart
|
1,460
|
|
|
1,310
|
|
|
|
|
|
|
|
Effect of Changes in Foreign Currency Exchange Rates
|
|
Constant Currency Change
(1)
|
|
Total Change
|
||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
|||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Total Company
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Revenues
|
$
|
497,590
|
|
|
$
|
446,746
|
|
|
$
|
(15,967
|
)
|
|
$
|
66,811
|
|
|
$
|
50,844
|
|
|
Gross Profit
|
163,203
|
|
|
138,422
|
|
|
(3,607
|
)
|
|
28,388
|
|
|
24,781
|
|
(1)
|
Constant currency change is a non-GAAP financial measure and represents the total change between periods excluding the effect of changes in foreign currency exchange rates.
|
|
|
|
|
Effect of Changes in Foreign Currency Exchange Rates
|
|
Constant Currency Change
(1)
|
|
Total Change
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
|||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Total Company
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Sales and marketing
|
$
|
40,767
|
|
|
$
|
41,027
|
|
|
$
|
(1,520
|
)
|
|
$
|
1,260
|
|
|
$
|
(260
|
)
|
|
Product development
|
45,346
|
|
|
41,522
|
|
|
(534
|
)
|
|
4,358
|
|
|
3,824
|
|
|||||
|
General and administrative
|
45,069
|
|
|
39,585
|
|
|
(1,328
|
)
|
|
6,812
|
|
|
5,484
|
|
|||||
|
Amortization of intangible assets
|
6,210
|
|
|
7,973
|
|
|
(270
|
)
|
|
(1,493
|
)
|
|
(1,763
|
)
|
|||||
|
Restructuring
|
2,237
|
|
|
(5,181
|
)
|
|
(148
|
)
|
|
7,566
|
|
|
7,418
|
|
|||||
|
Total Operating Expenses
|
$
|
139,629
|
|
|
$
|
124,926
|
|
|
$
|
(3,800
|
)
|
|
$
|
18,503
|
|
|
$
|
14,703
|
|
(1)
|
Constant currency change is a non-GAAP financial measure and represents the total change between periods excluding the effect of changes in foreign currency exchange rates.
|
|
Three Months Ended March 31,
|
|
|
||||||
|
2016
|
|
2015
|
|
% Change
|
||||
|
(in thousands)
|
|
|
||||||
Interest income
|
$
|
271
|
|
|
$
|
48
|
|
|
465%
|
Interest expense
|
(2,642
|
)
|
|
(2,292
|
)
|
|
15%
|
||
Amortization of prepaid debt fees
|
(276
|
)
|
|
(390
|
)
|
|
(29)%
|
||
Other income (expense), net
|
(1,517
|
)
|
|
21
|
|
|
N/A
|
||
Total other income (expense)
|
$
|
(4,164
|
)
|
|
$
|
(2,613
|
)
|
|
59%
|
|
Three Months Ended March 31,
|
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
% Change
|
|
|
||||||
Segment Revenues
|
(in thousands)
|
|
|
|
|
||||||||
Electricity
|
$
|
217,295
|
|
|
$
|
191,840
|
|
|
13%
|
|
|
||
Gas
|
139,256
|
|
|
125,081
|
|
|
11%
|
|
|
||||
Water
|
141,039
|
|
|
129,825
|
|
|
9%
|
|
|
||||
Total revenues
|
$
|
497,590
|
|
|
$
|
446,746
|
|
|
11%
|
|
|
||
|
|
||||||||||||
|
Three Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Gross
Profit
|
|
Gross
Margin
|
|
Gross
Profit
|
|
Gross
Margin
|
||||||
Segment Gross Profit and Margin
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Electricity
|
$
|
64,586
|
|
|
29.7%
|
|
$
|
54,204
|
|
|
28.3%
|
||
Gas
|
48,577
|
|
|
34.9%
|
|
44,037
|
|
|
35.2%
|
||||
Water
|
50,040
|
|
|
35.5%
|
|
40,181
|
|
|
31.0%
|
||||
Total gross profit and margin
|
$
|
163,203
|
|
|
32.8%
|
|
$
|
138,422
|
|
|
31.0%
|
||
|
|
||||||||||||
|
Three Months Ended March 31,
|
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
% Change
|
|
|
||||||
Segment Operating Expenses
|
(in thousands)
|
|
|
|
|
||||||||
Electricity
|
$
|
53,954
|
|
|
$
|
53,090
|
|
|
2%
|
|
|
||
Gas
|
32,278
|
|
|
29,546
|
|
|
9%
|
|
|
||||
Water
|
31,964
|
|
|
31,466
|
|
|
2%
|
|
|
||||
Corporate unallocated
|
21,433
|
|
|
10,824
|
|
|
98%
|
|
|
||||
Total operating expenses
|
$
|
139,629
|
|
|
$
|
124,926
|
|
|
12%
|
|
|
||
|
|
||||||||||||
|
Three Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Operating
Income (Loss)
|
|
Operating
Margin
|
|
Operating
Income (Loss)
|
|
Operating
Margin
|
||||||
Segment Operating Income (Loss) and Operating Margin
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Electricity
|
$
|
10,632
|
|
|
4.9%
|
|
$
|
1,114
|
|
|
0.6%
|
||
Gas
|
16,299
|
|
|
11.7%
|
|
14,491
|
|
|
11.6%
|
||||
Water
|
18,076
|
|
|
12.8%
|
|
8,715
|
|
|
6.7%
|
||||
Corporate unallocated
|
(21,433
|
)
|
|
|
|
(10,824
|
)
|
|
|
||||
Total Company
|
$
|
23,574
|
|
|
4.7%
|
|
$
|
13,496
|
|
|
3.0%
|
|
|
|
|
Effect of Changes in Foreign Currency Exchange Rates
|
|
Constant Currency Change
(1)
|
|
Total Change
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
|||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Electricity Segment
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Revenues
|
$
|
217,295
|
|
|
$
|
191,840
|
|
|
$
|
(7,435
|
)
|
|
$
|
32,890
|
|
|
$
|
25,455
|
|
|
Gross Profit
|
64,586
|
|
|
54,204
|
|
|
(1,575
|
)
|
|
11,957
|
|
|
10,382
|
|
|||||
|
Operating Expenses
|
53,954
|
|
|
53,090
|
|
|
(1,553
|
)
|
|
2,417
|
|
|
864
|
|
(1)
|
Constant currency change is a non-GAAP financial measure and represents the total change between periods excluding the effect of changes in foreign currency exchange rates.
|
|
|
|
|
|
|
Effect of Changes in Foreign Currency Exchange Rates
|
|
Constant Currency Change
(1)
|
|
Total Change
|
||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
|||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Gas Segment
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Revenues
|
$
|
139,256
|
|
|
$
|
125,081
|
|
|
$
|
(2,687
|
)
|
|
$
|
16,862
|
|
|
$
|
14,175
|
|
|
Gross Profit
|
48,577
|
|
|
44,037
|
|
|
(212
|
)
|
|
4,752
|
|
|
4,540
|
|
|||||
|
Operating Expenses
|
32,278
|
|
|
29,546
|
|
|
(573
|
)
|
|
3,305
|
|
|
2,732
|
|
(1)
|
Constant currency change is a non-GAAP financial measure and represents the total change between periods excluding the effect of changes in foreign currency exchange rates.
|
|
|
|
|
Effect of Changes in Foreign Currency Exchange Rates
|
|
Constant Currency Change
(1)
|
|
Total Change
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
|||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Water Segment
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Revenues
|
$
|
141,039
|
|
|
$
|
129,825
|
|
|
$
|
(5,844
|
)
|
|
$
|
17,058
|
|
|
$
|
11,214
|
|
|
Gross Profit
|
50,040
|
|
|
40,181
|
|
|
(1,820
|
)
|
|
11,679
|
|
|
9,859
|
|
|||||
|
Operating Expenses
|
31,964
|
|
|
31,466
|
|
|
(892
|
)
|
|
1,390
|
|
|
498
|
|
(1)
|
Constant currency change is a non-GAAP financial measure and represents the total change between periods excluding the effect of changes in foreign currency exchange rates.
|
Quarter Ended
|
|
Quarterly
Bookings
|
|
Ending
Total
Backlog
(1)
|
|
Ending
12-Month
Backlog
|
||||||
|
|
(in millions)
|
||||||||||
March 31, 2016
|
|
$
|
394
|
|
|
$
|
1,504
|
|
|
$
|
785
|
|
December 31, 2015
|
|
822
|
|
|
1,575
|
|
|
836
|
|
|||
September 30, 2015
|
|
337
|
|
|
1,252
|
|
|
734
|
|
|||
June 30, 2015
|
|
398
|
|
|
1,403
|
|
|
799
|
|
|||
March 31, 2015
|
|
424
|
|
|
1,470
|
|
|
780
|
|
(1)
|
The March 31, 2016 ending total backlog was adjusted for an error as the prior periods’ backlog did not reflect the deferral of 2011 and 2012 revenues as disclosed in our 2015 Annual Report on Form 10-K (2015 Form 10-K). This revenue deferral was properly recorded as a beginning retained earnings balance adjustment for the year ended December 31, 2013 in the 2015 Form 10-K. The total backlog was adjusted upward by approximately $29 million, which is not considered material.
|
Quarter Ended
|
|
Total Bookings
|
|
Electricity
|
|
Gas
|
|
Water
|
||||||||
|
|
(in millions)
|
||||||||||||||
March 31, 2016
|
|
$
|
394
|
|
|
$
|
145
|
|
|
$
|
137
|
|
|
$
|
112
|
|
December 31, 2015
|
|
822
|
|
|
441
|
|
|
251
|
|
|
130
|
|
||||
September 30, 2015
|
|
337
|
|
|
151
|
|
|
100
|
|
|
86
|
|
||||
June 30, 2015
|
|
398
|
|
|
175
|
|
|
116
|
|
|
107
|
|
||||
March 31, 2015
|
|
424
|
|
|
191
|
|
|
109
|
|
|
124
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Operating activities
|
$
|
33,805
|
|
|
$
|
(3,955
|
)
|
Investing activities
|
(8,233
|
)
|
|
(9,590
|
)
|
||
Financing activities
|
(25,035
|
)
|
|
25,923
|
|
||
Effect of exchange rates on cash and cash equivalents
|
1,060
|
|
|
(6,665
|
)
|
||
Increase in cash and cash equivalents
|
$
|
1,597
|
|
|
$
|
5,713
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
33,805
|
|
|
$
|
(3,955
|
)
|
Acquisitions of property, plant, and equipment
|
(8,791
|
)
|
|
(9,472
|
)
|
||
Free cash flow
|
$
|
25,014
|
|
|
$
|
(13,427
|
)
|
TOTAL COMPANY RECONCILIATIONS
|
Three Months Ended March 31,
|
|||||||||
|
|
|
|
2016
|
|
2015
|
||||
|
|
|
|
(in thousands, except per share data)
|
||||||
|
NON-GAAP OPERATING EXPENSES
|
|
|
|
||||||
|
|
GAAP operating expenses
|
$
|
139,629
|
|
|
$
|
124,926
|
|
|
|
|
|
Amortization of intangible assets
|
(6,210
|
)
|
|
(7,973
|
)
|
||
|
|
|
Restructuring
|
(2,237
|
)
|
|
5,181
|
|
||
|
|
|
Acquisition-related expenses
|
(3
|
)
|
|
(2,324
|
)
|
||
|
|
Non-GAAP operating expenses
|
$
|
131,179
|
|
|
$
|
119,810
|
|
|
|
|
|
|
|
|
|
||||
|
NON-GAAP OPERATING INCOME
|
|
|
|
||||||
|
|
GAAP operating income
|
$
|
23,574
|
|
|
$
|
13,496
|
|
|
|
|
|
Amortization of intangible assets
|
6,210
|
|
|
7,973
|
|
||
|
|
|
Restructuring
|
2,237
|
|
|
(5,181
|
)
|
||
|
|
|
Acquisition-related expenses
|
3
|
|
|
2,324
|
|
||
|
|
Non-GAAP operating income
|
$
|
32,024
|
|
|
$
|
18,612
|
|
|
|
|
|
|
|
|
|
||||
|
NON-GAAP NET INCOME & DILUTED EPS
|
|
|
|
||||||
|
|
GAAP net income attributable to Itron, Inc.
|
$
|
10,089
|
|
|
$
|
5,398
|
|
|
|
|
|
Amortization of intangible assets
|
6,210
|
|
|
7,973
|
|
||
|
|
|
Amortization of debt placement fees
|
247
|
|
|
365
|
|
||
|
|
|
Restructuring
|
2,237
|
|
|
(5,181
|
)
|
||
|
|
|
Acquisition-related expenses
|
3
|
|
|
2,324
|
|
||
|
|
|
Income tax effect of non-GAAP adjustments
(1)
|
(1,955
|
)
|
|
(2,330
|
)
|
||
|
|
Non-GAAP net income attributable to Itron, Inc.
|
$
|
16,831
|
|
|
$
|
8,549
|
|
|
|
|
|
|
|
|
|
||||
|
|
Non-GAAP diluted EPS
|
$
|
0.44
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
||||
|
|
Weighted average common shares outstanding - Diluted
|
38,376
|
|
|
38,758
|
|
|||
|
|
|
|
|
|
|
||||
|
ADJUSTED EBITDA
|
|
|
|
||||||
|
|
GAAP net income attributable to Itron, Inc.
|
$
|
10,089
|
|
|
$
|
5,398
|
|
|
|
|
|
Interest income
|
(271
|
)
|
|
(48
|
)
|
||
|
|
|
Interest expense
|
2,918
|
|
|
2,682
|
|
||
|
|
|
Income tax provision
|
8,626
|
|
|
5,030
|
|
||
|
|
|
Depreciation and amortization
|
16,674
|
|
|
19,355
|
|
||
|
|
|
Restructuring
|
2,237
|
|
|
(5,181
|
)
|
||
|
|
|
Acquisition-related expenses
|
3
|
|
|
2,324
|
|
||
|
|
Adjusted EBITDA
|
$
|
40,276
|
|
|
$
|
29,560
|
|
|
|
|
|
|
|
|
|
||||
|
FREE CASH FLOW
|
|
|
|
||||||
|
|
|
Net cash provided by operating activities
|
$
|
33,805
|
|
|
$
|
(3,955
|
)
|
|
|
|
Acquisitions of property, plant, and equipment
|
(8,791
|
)
|
|
(9,472
|
)
|
||
|
|
Free Cash Flow
|
$
|
25,014
|
|
|
$
|
(13,427
|
)
|
(1)
|
The income tax effect of non-GAAP adjustments is calculated using the statutory tax rates for the relevant jurisdictions if no valuation allowance exists. If a valuation allowance exists, there is no tax impact to the non-GAAP adjustment.
|
SEGMENT RECONCILIATIONS
|
Three Months Ended March 31,
|
|||||||||
|
|
|
|
2016
|
|
2015
|
||||
|
|
|
|
(in thousands)
|
||||||
|
NON-GAAP OPERATING INCOME - ELECTRICITY
|
|
|
|
||||||
|
|
Electricity - GAAP operating income
|
$
|
10,632
|
|
|
$
|
1,114
|
|
|
|
|
|
Amortization of intangible assets
|
3,250
|
|
|
4,455
|
|
||
|
|
|
Restructuring
|
528
|
|
|
(2,762
|
)
|
||
|
|
|
Acquisition-related expenses
|
3
|
|
|
2,324
|
|
||
|
|
Electricity - Non-GAAP operating income
|
$
|
14,413
|
|
|
$
|
5,131
|
|
|
|
|
|
|
|
|
|
||||
|
NON-GAAP OPERATING INCOME - GAS
|
|
|
|
||||||
|
|
Gas - GAAP operating income
|
$
|
16,299
|
|
|
$
|
14,491
|
|
|
|
|
|
Amortization of intangible assets
|
1,619
|
|
|
1,970
|
|
||
|
|
|
Restructuring
|
1,264
|
|
|
125
|
|
||
|
|
Gas - Non-GAAP operating income
|
$
|
19,182
|
|
|
$
|
16,586
|
|
|
|
|
|
|
|
|
|
||||
|
NON-GAAP OPERATING INCOME - WATER
|
|
|
|
||||||
|
|
Water - GAAP operating income
|
$
|
18,076
|
|
|
$
|
8,715
|
|
|
|
|
|
Amortization of intangible assets
|
1,341
|
|
|
1,548
|
|
||
|
|
|
Restructuring
|
(64
|
)
|
|
117
|
|
||
|
|
Water - Non-GAAP operating income
|
$
|
19,353
|
|
|
$
|
10,380
|
|
|
|
|
|
|
|
|
|
||||
|
NON-GAAP OPERATING INCOME - CORPORATE UNALLOCATED
|
|
|
|
||||||
|
|
Corporate unallocated - GAAP operating loss
|
$
|
(21,433
|
)
|
|
$
|
(10,824
|
)
|
|
|
|
|
Restructuring
|
509
|
|
|
(2,661
|
)
|
||
|
|
Corporate unallocated - Non-GAAP operating loss
|
$
|
(20,924
|
)
|
|
$
|
(13,485
|
)
|
(a)
|
Evaluation of disclosure controls and procedures
. An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended. These disclosure controls and procedures ensure the information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
|
(b)
|
Changes in internal controls over financial reporting.
In the ordinary course of business, we review our system of internal control over financial reporting and make changes to our applications and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient applications and automating manual processes. We are currently upgrading our global enterprise resource software applications at our locations outside of the United States. We will continue to upgrade our financial applications in stages, and we believe the related changes to processes and internal controls will allow us to be more efficient and further enhance our internal control over financial reporting.
|
(c)
|
Remediation of Material Weakness in Internal Control over Financial Reporting.
To remediate the material weakness in our internal control over financial reporting described above, we are implementing and/or plan to implement the following:
|
•
|
Continue to engage outside consultants to advise on changes in the design of controls and procedures to determine whether VSOE of fair value exists for certain software elements;
|
•
|
Implement enhancements to revenue processes and systems to identify transactions warranting additional review and automate certain manual processes;
|
•
|
Expand mandatory revenue recognition training for employees directly responsible for executing control activities related to our sales contracts;
|
•
|
Expand our revenue recognition policies and procedures to provide detailed explanations specific to Itron’s sales contracts; and
|
•
|
Continue to engage outside consultants to advise on technical matters related to significant sales contracts or revenue streams.
|
Item 1:
|
Legal Proceedings
|
Item 1A:
|
Risk Factors
|
Item 2:
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 5:
|
Other Information
|
Item 6:
|
Exhibits
|
|
||
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges. (filed with this report)
|
|
|
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
ITRON, INC.
|
|
|
|
|
|
August 12, 2016
|
|
By:
|
/s/ W. MARK SCHMITZ
|
Date
|
|
|
W. Mark Schmitz
|
|
|
|
Executive Vice President and Chief Financial Officer
|
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