UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
July 29, 2021


National Instruments Corporation
(Exact Name of Registrant as Specified in Its Charter)


000-25426
(Commission File Number)

Delaware
74-1871327
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

11500 North MoPac Expressway
Austin, Texas 78759
(Address of principal executive offices, including zip code)

(512) 683-0100
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock $0.01 Par Value

NATI

The Nasdaq Stock Market LLC

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

Emerging growth company

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


Item 2.02
Results of Operations and Financial Condition

Attached hereto as Exhibit 99.1 and incorporated by reference herein is the text of the press release of National Instruments Corporation ("NI"), dated July 29, 2021, regarding the unaudited financial results for NI’s second fiscal quarter ended June 30, 2021.

The information in the press release attached hereto as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01
Other Events

On July 29, 2021, NI announced that its Board of Directors declared a dividend of $0.27 per share payable on August 30, 2021 to stockholders of record at the close of business on August 9, 2021. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.
 
Description
 
99.1
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
NATIONAL INSTRUMENTS CORPORATION
   
By:
/s/ R. Eddie Dixon, Jr.
 
 
Name: R. Eddie Dixon, Jr.
Title:  Chief Legal Officer, Senior Vice President & Secretary

Date:  July 29, 2021
EXHIBIT 99.1
Contact:
Marissa Vidaurri
 
Head of Investor Relations
 
(512) 683-5215

NI Reports Record Revenue for a Second Quarter
Revenue of $347 million exceeds high end of guidance as momentum continues into Q3

Q2 2021 Summary

Record GAAP revenue for a second quarter of $347 million, up 15 percent year over year

Record orders for a second quarter up 33 percent year over year

Strong GAAP operating income of $25 million, up 50 percent year over year

Record non-GAAP operating income for a second quarter of $60 million, up 38 percent year over year

Strong diluted GAAP EPS of $0.13 and record diluted non-GAAP EPS for a second quarter of $0.35

Cash and short-term investments of $265 million as of June 30, 2021

AUSTIN, Texas - July 29, 2021 - National Instruments Corporation (Nasdaq: NATI) today announced Q2 2021 revenue of $347 million, up 15 percent year over year, a record for a second quarter.

In Q2 2021 the value of the company's orders was up 33 percent year over year. For Q2 2021, year over year orders were up 22 percent in the Americas, up 51 percent in EMEA, and up 36 percent in APAC.

Geographic revenue in U.S. dollar terms for Q2 2021 compared with Q2 2020 was up 11 percent in the Americas, up 17 percent in APAC and up 19 percent in EMEA. Historical revenue from these three regions can be found on NI’s investor website at www.ni.com/nati

In Q2, GAAP gross margin was 71 percent and non-GAAP gross margin was 75 percent. Total GAAP operating expenses were $223 million. Total non-GAAP operating expenses were $200 million. GAAP operating income for Q2 was $25 million with non-GAAP operating income of $60 million. GAAP net income for Q2 was $17 million and non-GAAP net income was $47 million, with GAAP diluted EPS of $0.13 and non-GAAP diluted EPS of $0.35. Our GAAP diluted EPS was above the high-end of our guidance while our non-GAAP diluted EPS was at the high-end of our guidance.

“We were very pleased with the strong results in the second quarter with revenue exceeding the high end of guidance. Momentum in customer demand continued with the total value of orders for Q2 up 33 percent year-over-year. This represents record orders for a second quarter and double-digit growth year-over-year across all industries and all regions,” said Eric Starkloff, NI President and CEO. “We believe these results are proof that our strategy is working, and our continued market focus is paying off.”

"We delivered record non-GAAP Operating Income for a second quarter, up 38 percent year-over-year. While we continue to invest in areas of critical importance, our focus on driving scale is making our business model more resilient,” said Karen Rapp, NI CFO. “We remain committed to the execution of our growth strategy while also improving our profitability in order to ensure our priority of maximizing shareholder value."

As of June 30, 2021, NI had $265 million in cash and short-term investments. During the second quarter, NI paid $36 million in dividends. The NI Board of Directors approved a quarterly dividend of $0.27 per share payable on August 30, 2021, to stockholders of record on August 9, 2021.
NI's non-GAAP results exclude, as applicable, the impact of purchase accounting fair value adjustments, stock-based compensation, amortization of acquisition-related intangibles, acquisition-related transaction and integration costs, taxes levied on the transfer of acquired intellectual property, foreign exchange loss on acquisitions, restructuring charges, tax reform charges, disposal gains on buildings and related charitable contributions, tax effects related to businesses held for sale, gain on sale of businesses, and capitalization and amortization of internally developed software costs. Reconciliations of the NI's GAAP and non-GAAP results are included as part of this news release.

H1 2021 Summary

Record GAAP revenue for a first half of $682 million, up 12 percent year over year

Strong GAAP operating income of $34 million

Record non-GAAP operating income for a first half of $111 million

Strong diluted GAAP EPS of $0.16 and record diluted non-GAAP EPS for a first half of $0.67

Guidance

Q3 GAAP revenue to be in the range of $355 million to $385 million, up 20 percent year over year at the midpoint

GAAP diluted EPS to be in the range of $0.10 to $0.24 for Q3, up 21 cents year over year at the midpoint

Non-GAAP diluted EPS expected to be in the range of $0.31 to $0.45, up 65 percent year over year at the midpoint

Conference Call Information
Interested parties can listen to the Q2 2021 earnings conference call with NI Management today, at ni.com/call or by dial (855) 212-2361 and enter confirmation code 6289401. Replay information is available by calling (855) 859-2056, confirmation code 6289401, shortly after the call through August 2 at 11:59 p.m. CT or by visiting the company’s website at www.ni.com/call.

Non-GAAP Presentation
To supplement NI’s financial statements presented on a GAAP basis, NI has provided non-GAAP financial information, including GAAP revenue or net sales, gross profit, gross margin, operating expenses, operating income, operating margin, provision for income taxes, net income, net margin, diluted EPS and EBITDA. A reconciliation of the adjustments to GAAP results is included in the tables below. Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. The non-GAAP financial information used by NI may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.

Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including without limitation those statements about our expectations of accelerating growth and progress to meet long-term financial model, our continued momentum across regions and business units, our opportunities to drive growth, profitability and efficiency in our business, confidence in our software strategy, and our guidance and expectations for our Q3 2021 revenue, diluted EPS, backlog and lead times. These statements are subject to a number of risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements.  Risks and uncertainties include without limitation: the effect of the global economic and geopolitical conditions; our international operations and foreign economies; adverse public health matters, including epidemics and pandemics such as the COVID-19 pandemic; our ability to effectively manage our partners and distribution channels; interruptions in our technology systems; cyber-attacks; the dependency of our product revenue on certain industries and the risk of contractions in such industries; fluctuations in demand for our products including orders from our large customers; concentration of credit risk and uncertain conditions in the global financial markets; our ability to compete in markets that are highly competitive; our ability to release successful new products or achieve expected returns; the risk that our manufacturing capacity and a substantial majority of our warehousing and distribution capacity are located outside of the U.S.; our dependence on key suppliers and distributors; component shortages; longer delivery lead times from our suppliers; risk of product liability claims; dependence on our proprietary rights and risks of intellectual property litigation; the continued service of key management and technical personnel; the ability to comply with environmental laws and associated costs; our ability to maintain our website; the risks of bugs, vulnerabilities, errors or design flaws in our products; our ability to achieve the benefits of employee restructuring plans; our exposure to large orders; our ability to effectively manage our operating expenses and meet budget; expense overruns; manufacturing inefficiencies and the level of capacity utilization; fluctuations in our quarterly results due to factors outside of our control; our outstanding debt; seasonal variation in our revenues; our ability to comply with laws and regulations; changes in tax rates and exposure to additional tax liabilities; our ability to make certain acquisitions or dispositions, integrate the companies we acquire or separate the companies we sold and/or enter into strategic relationships; risks related to currency fluctuations; adverse effects of price changes; and changes in accounting principles.  The company directs readers to its Form 10-K for the year ended December 31, 2020, and the other documents it files with the SEC for other risks associated with the company’s future performance. These documents contain and identify important factors that could cause our actual results to differ materially from those contained in our forward-looking statements.

About NI
LabVIEW, NI (ni.com) develops high-performance automated test and automated measurement systems to help you solve your engineering challenges now and into the future. Our open, software-defined platform uses modular hardware and an expansive ecosystem to help you turn powerful possibilities into real solutions. (NATI-F)

National Instruments, NI and ni.com are trademarks of National Instruments. Other product and company names listed are trademarks or trade names of their respective companies.


National Instruments
Condensed Consolidated Balance Sheets
(in thousands)
 
June 30,
December 31,
 
2021
2020
 
(unaudited) 
 
Assets
 
 
Cash and cash equivalents
$
250,421 
 
$
260,232 
 
Short-term investments
14,110 
 
59,923 
 
Accounts receivable, net
258,641 
 
266,869 
 
Inventories, net
211,023 
 
194,012 
 
Prepaid expenses and other current assets
80,121 
 
68,470 
 
Total current assets
814,316 
 
849,506 
 
Property and equipment, net
250,761 
 
254,399 
 
Goodwill
483,136 
 
467,547 
 
Intangible assets, net
149,126 
 
172,719 
 
Operating lease right-of-use assets
57,812 
 
67,674 
 
Other long-term assets
76,878 
 
72,643 
 
Total assets
$
1,832,029 
 
$
1,884,488 
 
 
   
Liabilities and Stockholders' Equity
   
Accounts payable and accrued expenses
$
56,477 
 
$
51,124 
 
Accrued compensation
68,932 
 
87,068 
 
Deferred revenue - current
125,986 
 
132,151 
 
Operating lease liabilities - current
13,389 
 
15,801 
 
Other taxes payable
39,339 
 
48,129 
 
Debt, current
— 
 
5,000 
 
Other current liabilities
26,854 
 
42,578 
 
Total current liabilities
330,977 
 
381,851 
 
Deferred income taxes
28,359 
 
25,288 
 
Income tax payable - non-current
54,195 
 
61,623 
 
Deferred revenue - non-current
34,624 
 
36,335 
 
Operating lease liabilities - non-current
29,512 
 
35,854 
 
Debt, noncurrent
100,000 
 
92,036 
 
Other long-term liabilities
18,710 
 
26,630 
 
Total liabilities
$
596,377 
 
$
659,617 
 
Stockholders' equity:
   
Common stock
1,330 
 
1,312 
 
Additional paid-in capital
1,087,622 
 
1,033,284 
 
Retained earnings
161,475 
 
211,101 
 
Accumulated other comprehensive loss
(14,775)
 
(20,826)
 
Total stockholders' equity
1,235,652 
 
1,224,871 
 
Total liabilities and stockholders' equity
$
1,832,029 
 
$
1,884,488 
 


National Instruments
Condensed Consolidated Statements of Income
(in thousands, except per share data, unaudited)
 
 
 
 
 
Three Months Ended
Six Months Ended
 
June 30,
June 30,
 
2021
2020
2021
2020
 
       
Net sales:
       
Product
$
306,490 
 
$
266,261 
 
$
601,583 
 
$
540,239 
 
Software maintenance
40,206 
 
35,068 
 
80,295 
 
70,470 
 
Total net sales
346,696 
 
301,329 
 
681,878 
 
610,709 
 
 
 
 
 
 
Cost of sales:
 
 
 
 
Product
95,722 
 
83,795 
 
187,379 
 
165,866 
 
Software maintenance
3,516 
 
2,106 
 
7,273 
 
3,796 
 
Total cost of sales
99,238 
 
85,901 
 
194,652 
 
169,662 
 
 
 
 
 
 
Gross profit
247,458 
 
215,428 
 
487,226 
 
441,047 
 
 
71.4%
71.5%
71.5%
72.2%
Operating expenses:
       
Sales and marketing
111,199 
 
105,419 
 
227,983 
 
221,165 
 
Research and development
81,434 
 
64,225 
 
161,520 
 
135,846 
 
General and administrative
30,277 
 
29,369 
 
63,636 
 
55,549 
 
Total operating expenses
222,910 
 
199,013 
 
453,139 
 
412,560 
 
Gain on sale of business/assets
— 
 
— 
 
— 
 
159,753 
 
Operating income
24,548 
 
16,415 
 
34,087 
 
188,240 
 
Other expense
(2,963)
 
(1,143)
 
(8,031)
 
(583)
 
Income before income taxes
21,585 
 
15,272 
 
26,056 
 
187,657 
 
Provision for income taxes
4,279 
 
4,383 
 
4,254 
 
44,113 
 
Net income
$
17,306 
 
$
10,889 
 
$
21,802 
 
$
143,544 
 
 
       
Basic earnings per share
$
0.13 
 
$
0.08 
 
$
0.17 
 
$
1.10 
 
Diluted earnings per share
$
0.13 
 
$
0.08 
 
$
0.16 
 
$
1.09 
 
 
       
Weighted average shares outstanding -
       
Basic
132,498 
 
131,014 
 
131,996 
 
130,813 
 
Diluted
133,539 
 
131,602 
 
133,157 
 
131,499 
 
 
       
Dividends declared per share
$
0.27 
 
$
0.26 
 
$
0.54 
 
$
0.52 
 



 
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
 
Six Months Ended June 30,
 
2021
2020
   
Cash flow from operating activities:
   
Net income
$
21,802 
 
$
143,544 
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Disposal gains on sale of business/asset
— 
 
(159,753)
 
Depreciation and amortization
50,024 
 
38,341 
 
Stock-based compensation
37,208 
 
27,335 
 
Loss from equity-method investees
5,360 
 
1,932 
 
Deferred income taxes
1,301 
 
2,711 
 
Net change in operating assets and liabilities
(63,372)
 
47,388 
 
Net cash provided by operating activities
52,323 
 
101,498 
 
     
Cash flow from investing activities:
   
Acquisitions, net of cash received
(19,784)
 
— 
 
Capital expenditures
(17,411)
 
(25,362)
 
Proceeds from sale of assets/business, net of cash divested
— 
 
160,266 
 
Capitalization of internally developed software
(721)
 
(3,108)
 
Additions to other intangibles
(1,519)
 
(630)
 
Payments to acquire equity-method investments
(12,551)
 
— 
 
Purchases of short-term investments
— 
 
(206,330)
 
Sales and maturities of short-term investments
45,671 
 
306,955 
 
Net cash (used in) provided by investing activities
(6,315)
 
231,791 
 
     
Cash flow from financing activities:
   
Proceeds from revolving loan facility
100,000 
 
20,000 
 
Proceeds from term loan
— 
 
70,000 
 
Payments on term loan
(98,750)
 
— 
 
Debt issuance costs
(1,993)
 
(1,480)
 
Proceeds from issuance of common stock
17,239 
 
17,252 
 
Repurchase of common stock
— 
 
(23,680)
 
Dividends paid
(71,428)
 
(68,156)
 
Net cash (used in) provided by financing activities
(54,932)
 
13,936 
 
 
 
 
Impact of changes in exchange rates on cash
(887)
 
(636)
 
     
Net change in cash and cash equivalents
(9,811)
 
346,589 
 
Cash and cash equivalents at beginning of period
260,232 
 
194,616 
 
Cash and cash equivalents at end of period
$
250,421 
 
$
541,205 
 


The following tables provide details with respect to the amount of GAAP charges related to stock-based compensation, amortization of acquisition-related intangibles and fair value adjustments, acquisition-related transaction and integration costs, capitalization and amortization of internally developed software costs, restructuring charges, gains on sale of business/assets, and other that were recorded in the line items indicated below (unaudited) (in thousands)
         
 
Three Months Ended
Six Months Ended
 
June 30,
June 30,
         
 
2021
2020
2021
2020
Stock-based compensation
       
Cost of sales
$
1,191 
 
$
932 
 
$
2,305 
 
$
1,736 
 
Sales and marketing
6,922 
 
6,467 
 
12,617 
 
11,642 
 
Research and development
6,180 
 
4,428 
 
11,893 
 
7,947 
 
General and administrative
5,854 
 
3,404 
 
10,520 
 
6,008 
 
Provision for income taxes
(3,916)
 
(2,905)
 
(7,241)
 
(4,406)
 
Total
$
16,231 
 
$
12,326 
 
$
30,094 
 
$
22,927 
 
         
Amortization of acquisition-related intangibles and fair value adjustments
       
Net sales
$
738 
 
$
— 
 
$
1,551 
 
$
— 
 
Cost of sales
4,226 
 
635 
 
8,497 
 
1,381 
 
Sales and marketing
2,357 
 
480 
 
4,528 
 
966 
 
Research and development
— 
 
28 
 
— 
 
55 
 
Other expense
554 
 
117 
 
948 
 
241 
 
Provision for income taxes
(979)
 
(133)
 
(1,969)
 
(290)
 
Total
$
6,896 
 
$
1,127 
 
$
13,555 
 
$
2,353 
 
         
Acquisition transaction and integration costs, restructuring charges, and other(1)(2)
       
Cost of sales
$
(118)
 
$
— 
 
$
(43)
 
$
20 
 
Sales and marketing
839 
 
1,239 
 
5,487 
 
7,612 
 
Research and development
548 
 
147 
 
1,036 
 
4,816 
 
General and administrative
873 
 
3,399 
 
6,539 
 
2,385 
 
Gain on sale of business/assets
— 
 
— 
 
— 
 
(159,753)
 
Other expense
280 
 
— 
 
4,006 
 
128 
 
Provision for income taxes
(578)
 
(78)
 
(3,463)
 
34,676 
 
Total
$
1,844 
 
$
4,707 
 
$
13,562 
 
$
(110,116)
 
(1): During the first quarter of 2020, we recognized a gain of approximately $160 million related to the divestiture of AWR, presented within "Gain on sale of business/assets".
(2): During the first quarter of 2021, we recognized a $3.5 million impairment loss related to one of our equity-method investments.
         
Capitalization and amortization of internally developed software costs
       
Cost of sales
$
6,227 
 
$
7,144 
 
$
13,101 
 
$
14,226 
 
Research and development
(495)
 
(1,181)
 
(721)
 
(3,095)
 
Provision for income taxes
(1,204)
 
(1,252)
 
(2,600)
 
(2,337)
 
Total
$
4,528 
 
$
4,711 
 
$
9,780 
 
$
8,794 
 


National Instruments
Reconciliation of GAAP to Non-GAAP Measures
(in thousands, unaudited)
 
 
 
 
 
 
Three Months Ended
Six Months Ended
 
June 30,
June 30,
 
2021
2020
2021
2020
         
Reconciliation of Net sales to Non-GAAP Net sales
       
Net sales, as reported
$
346,696 
 
301,329 
 
681,878 
 
$
610,709 
 
plus: Impact of acquisition-related fair value adjustments
738 
 
— 
 
1,551 
 
— 
 
Non-GAAP net sales
$
347,434 
 
301,329 
 
683,429 
 
$
610,709 
 
         
Reconciliation of Gross Profit to Non-GAAP Gross Profit
   
Gross profit, as reported
$
247,458 
 
$
215,428 
 
$
487,226 
 
$
441,047 
 
Stock-based compensation
1,191      
932      
2,305      
1,736      
Amortization of acquisition-related intangibles and fair value adjustments
4,964      
635     
10,048      
1,381      
Acquisition transaction and integration costs, restructuring charges and other
(118)
 
— 
 
(43)
 
20 
 
Amortization of internally developed software costs
6,227      
7,144     
13,101     
14,226      
Non-GAAP gross profit
$
259,722 
 
$
224,139 
 
$
512,637 
 
$
458,410 
 
Non-GAAP gross margin
74.8%
74.4%
75.0%
75.1%
         
Reconciliation of Operating Expenses to Non-GAAP Operating Expenses
   
Operating expenses, as reported
$
222,910 
 
$
199,013 
 
$
453,139 
 
$
412,560 
 
Stock-based compensation
(18,956)
 
(14,299)
 
(35,030)
 
(25,597)
 
Amortization of acquisition-related intangibles and fair value adjustments
(2,357)
 
(508)
 
(4,528)
 
(1,021)
 
Acquisition transaction and integration costs, restructuring charges and other
(2,260)
 
(4,785)
 
(13,062)
 
(14,813)
 
Capitalization of internally developed software costs
495 
 
1,181 
 
721 
 
3,095 
 
Non-GAAP operating expenses
$
199,832 
 
$
180,602 
 
$
401,240 
 
$
374,224 
 
         
Reconciliation of Operating Income to Non-GAAP Operating Income
   
Operating income, as reported
$
24,548 
 
$
16,415 
 
$
34,087 
 
$
188,240 
 
Stock-based compensation
20,147 
 
15,231 
 
37,335 
 
27,333 
 
Amortization of acquisition-related intangibles and fair value adjustments
7,321 
 
1,143 
 
14,576 
 
2,402 
 
Acquisition transaction and integration costs, restructuring charges and other
2,142 
 
4,785 
 
13,019 
 
14,833 
 
Net amortization of internally developed software costs
5,732 
 
5,963 
 
12,380 
 
11,131 
 
Gain on sale of business/assets
— 
 
— 
 
— 
 
(159,753)
 
Non-GAAP operating income
$
59,890 
 
$
43,537 
 
$
111,397 
 
$
84,186 
 
Non-GAAP operating margin
17.2%
14.4%
16.3%
13.8%
         
Reconciliation of Provision for income taxes to Non-GAAP Provision for income taxes(1)
   
Provision for income taxes, as reported
$
4,279 
 
$
4,383 
 
$
4,254 
 
$
44,113 
 
Stock-based compensation
3,916 
 
2,905 
 
7,241 
 
4,406 
 
Amortization of acquisition-related intangibles and fair value adjustments
979 
 
133 
 
1,969 
 
290 
 
Acquisition transaction and integration costs, restructuring charges and other
578 
 
466 
 
3,463 
 
2,083 
 
Net amortization of internally developed software costs
1,204 
 
1,252 
 
2,600 
 
2,337 
 
Gain on sale of business/assets
— 
 
(388)
 
— 
 
(36,759)
 
Non-GAAP provision for income taxes(1)
$
10,956 
 
$
8,751 
 
$
19,527 
 
$
16,470 
 
(1): The income tax effect related to each non-GAAP item is calculated based on the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment, and considers the current and deferred tax impact of those adjustments.



Reconciliation of GAAP Net Income and Diluted EPS to Non-GAAP Net Income, Non-GAAP Diluted EPS, and EBITDA
(in thousands, except per share data, unaudited)
 
 
 
 
 
 
Three Months Ended
Six Months Ended
 
June 30,
June 30,
 
2021
2020
2021
2020
 
 
 
 
 
Net income, as reported
$
17,306 
 
$
10,889 
 
$
21,802 
 
$
143,544 
 
Adjustments to reconcile net income to non-GAAP net income:
       
  Stock-based compensation
20,147 
 
15,231 
 
37,335 
 
27,333 
 
Amortization of acquisition-related intangibles and fair value adjustments
7,875 
 
1,260 
 
15,524 
 
2,643 
 
Acquisition transaction and integration costs, restructuring charges and other
2,422 
 
4,785 
 
17,025 
 
14,981 
 
Net amortization of internally developed software costs
5,732 
 
5,963 
 
12,380 
 
11,131 
 
Gain on sale of business/assets
— 
 
— 
 
— 
 
(159,753)
 
Income tax effects and adjustments(1)
(6,677)
 
(4,368)
 
(15,273)
 
27,643 
 
Non-GAAP net income
$
46,805 
 
$
33,760 
 
$
88,793 
 
$
67,522 
 
Non-GAAP net margin
13.5%
11.2%
13.0%
11.1%
 
Diluted EPS, as reported
$
0.13 
 
$
0.08 
 
$
0.16 
 
$
1.09 
 
Adjustment to reconcile diluted EPS to non-GAAP diluted EPS
       
 Stock-based compensation
0.15 
 
0.12 
 
0.28 
 
0.21 
 
Amortization of acquisition-related intangibles and fair value adjustments
0.06 
 
0.01 
 
0.12 
 
0.02 
 
Acquisition transaction and integration costs, restructuring charges and other
0.02 
 
0.04 
 
0.13 
 
0.11 
 
Net amortization of internally developed software costs
0.04 
 
0.05 
 
0.09 
 
0.08 
 
Gain on sale of business/assets
— 
 
— 
 
— 
 
(1.21)
 
Income tax effects and adjustments(1)
(0.05)
 
(0.04)
 
(0.11)
 
0.21 
 
Non-GAAP diluted EPS
$
0.35 
 
$
0.26 
 
$
0.67 
 
$
0.51 
 
(1): The income tax effect related to each non-GAAP item is calculated based on the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment, and considers the current and deferred tax impact of those adjustments.


 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2021
 
2020
 
2021
 
2020
Net income, as reported
 
$
17,306 
   
$
10,889 
   
$
21,802 
   
$
143,544 
 
Adjustments to reconcile net income to EBITDA:
 
 
 
 
 
 
 
 
     Interest expense (income), net
 
1,110 
   
(945)
   
1,653 
   
(3,168)
 
     Tax expense
 
4,279 
   
4,383 
   
4,254 
   
44,113 
 
     Depreciation and amortization
 
26,152 
 
 
19,076 
 
 
50,024 
   
38,341 
 
EBITDA
 
$
48,847 
   
$
33,403 
   
$
77,733 
   
$
222,830 
 
Weighted average shares outstanding - Diluted
 
133,539 
   
131,602 
   
133,157 
   
131,499 
 
 
 
 
 
 
 
 
 
 


Reconciliation of GAAP Diluted EPS to Non-GAAP Diluted EPS Guidance
(unaudited)
 
Three Months Ended
 
September 30, 2021
 
 
 
 
Low
High
GAAP Diluted EPS, guidance
$
0.10  
 
$
0.24  
 
Adjustment to reconcile diluted EPS to non-GAAP diluted EPS:
 
 
Stock-based compensation
0.14   
0.14   
Amortization of acquisition-related intangibles and fair value adjustments
0.06   
0.06   
Acquisition transaction and integration costs, restructuring charges, and other
0.01 
 
0.01 
 
Net amortization of software development costs
0.04 
 
0.04 
 
Income tax effects and adjustments(1)
 (0.04)
 
(0.04)
 
Non-GAAP Diluted EPS, guidance
$
0.31 
 
$
0.45 
 
(1): The income tax effect related to each non-GAAP item is calculated based on the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment, and considers the current and deferred tax impact of those adjustments.