|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Item 2.02 |
Results of Operations and Financial Condition.
|
Item 8.01 |
Other Events.
|
Item 9.01 |
Financial Statements and Exhibits
|
(d)
|
Exhibits.
|
Exhibit No.
|
Description
|
|
Press Release, dated April 28, 2022
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
NATIONAL INSTRUMENTS CORPORATION
|
||
|
By: |
/s/ R. Eddie Dixon, Jr.
|
Name: R. Eddie Dixon, Jr.
|
||
Title: Chief Legal Officer, Senior Vice President & Secretary
|
Contact: | Marissa Vidaurri |
|
Investor Relations |
|
(512) 683-5215 |
• |
Revenue of $385 million, up 15 percent year-over-year in a challenging supply chain environment
|
• |
Record orders for a first quarter, up 27 percent year over year
|
• |
Strong double digit order growth across all business units amd regions
|
• |
Diluted GAAP EPS of $0.19 and diluted non-GAAP EPS of $0.41
|
• |
GAAP revenue to be in the range of $370 million to $410 million
|
• |
GAAP diluted EPS to be in the range of $0.01 to $0.15
|
• |
Non-GAAP diluted EPS expected to be in the range of $0.25 to $0.39
|
March 31,
2022
|
December 31,
2021
|
|||||||
(unaudited)
|
||||||||
Assets
|
||||||||
Cash and cash equivalents
|
$
|
142,883
|
$
|
211,106
|
||||
Accounts receivable, net
|
312,939
|
341,275
|
||||||
Inventories, net
|
307,892
|
289,243
|
||||||
Prepaid expenses and other current assets
|
109,764
|
89,925
|
||||||
Total current assets
|
873,478
|
931,549
|
||||||
Property and equipment, net
|
253,976
|
253,668
|
||||||
Goodwill
|
592,074
|
575,992
|
||||||
Intangible assets, net
|
216,292
|
220,418
|
||||||
Operating lease right-of-use assets
|
60,931
|
58,641
|
||||||
Other long-term assets
|
74,717
|
74,717
|
||||||
Total assets
|
$
|
2,071,468
|
$
|
2,114,985
|
||||
Liabilities and Stockholders' Equity
|
||||||||
Accounts payable and accrued liabilities
|
$
|
81,824
|
$
|
83,218
|
||||
Accrued compensation
|
51,461
|
111,261
|
||||||
Deferred revenue - current
|
134,640
|
137,818
|
||||||
Operating lease liabilities - current
|
13,265
|
13,137
|
||||||
Other taxes payable
|
57,600
|
59,109
|
||||||
Other current liabilities
|
51,154
|
40,671
|
||||||
Total current liabilities
|
389,944
|
445,214
|
||||||
Deferred income taxes
|
11,583
|
14,249
|
||||||
Income tax payable - non-current
|
54,195
|
54,195
|
||||||
Deferred revenue - non-current
|
35,766
|
32,822
|
||||||
Operating lease liabilities - non-current
|
32,584
|
30,468
|
||||||
Debt - non-current
|
325,000
|
300,000
|
||||||
Other long-term liabilities
|
14,958
|
14,340
|
||||||
Total liabilities
|
$
|
864,030
|
$
|
891,288
|
||||
Stockholders' equity:
|
||||||||
Preferred stock
|
$
|
—
|
$
|
—
|
||||
Common stock
|
1,319
|
1,323
|
||||||
Additional paid-in capital
|
1,152,349
|
1,129,647
|
||||||
Retained earnings
|
76,264
|
112,858
|
||||||
Accumulated other comprehensive loss
|
(22,494
|
)
|
(20,131
|
)
|
||||
Total stockholders' equity
|
1,207,438
|
1,223,697
|
||||||
Total liabilities and stockholders' equity
|
$
|
2,071,468
|
$
|
2,114,985
|
Three Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Net sales:
|
||||||||
Product
|
$
|
343,685
|
$
|
295,092
|
||||
Software maintenance
|
41,571
|
40,090
|
||||||
Total net sales
|
385,256
|
335,182
|
||||||
Cost of sales:
|
||||||||
Product
|
115,024
|
91,657
|
||||||
Software maintenance
|
4,203
|
3,757
|
||||||
Total cost of sales
|
119,227
|
95,414
|
||||||
Gross profit
|
266,029
|
239,768
|
||||||
Operating expenses:
|
||||||||
Sales and marketing
|
120,157
|
116,783
|
||||||
Research and development
|
82,161
|
80,086
|
||||||
General and administrative
|
33,179
|
33,358
|
||||||
Total operating expenses
|
235,497
|
230,227
|
||||||
Operating income
|
30,532
|
9,541
|
||||||
Other income (expense)
|
33
|
(5,070
|
)
|
|||||
Income before income taxes
|
30,565
|
4,471
|
||||||
Provision (benefit) for income taxes
|
5,329
|
(24
|
)
|
|||||
Net income
|
$
|
25,236
|
$
|
4,495
|
||||
Basic earnings per share
|
$
|
0.19
|
$
|
0.03
|
||||
Diluted earnings per share
|
$
|
0.19
|
$
|
0.03
|
||||
Weighted average shares outstanding -
|
||||||||
Basic
|
132,105
|
131,483
|
||||||
Diluted
|
133,175
|
132,717
|
||||||
Dividends declared per share
|
$
|
0.28
|
$
|
0.27
|
Three Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Cash flow from operating activities:
|
||||||||
Net income
|
$
|
25,236
|
$
|
4,495
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
21,566
|
23,872
|
||||||
Stock-based compensation
|
20,128
|
17,189
|
||||||
(Gain) loss from equity-method investees
|
(602
|
)
|
4,173
|
|||||
Deferred income taxes
|
(3,615
|
)
|
(3,746
|
)
|
||||
Net change in operating assets and liabilities
|
(66,561
|
)
|
(16,142
|
)
|
||||
Net cash (used in) provided by operating activities
|
(3,848
|
)
|
29,841
|
|||||
Cash flow from investing activities:
|
||||||||
Acquisitions, net of cash received
|
(17,510
|
)
|
—
|
|||||
Capital expenditures
|
(10,182
|
)
|
(8,488
|
)
|
||||
Capitalization of internally developed software
|
(187
|
)
|
(226
|
)
|
||||
Additions to other intangibles
|
(1,274
|
)
|
(1,018
|
)
|
||||
Acquisitions of equity-method investments
|
—
|
(11,539
|
)
|
|||||
Sales and maturities of short-term investments
|
—
|
27,664
|
||||||
Net cash (used in) provided by investing activities
|
(29,153
|
)
|
6,393
|
|||||
Cash flow from financing activities:
|
||||||||
Proceeds from revolving line of credit
|
25,000
|
—
|
||||||
Payments on term loan
|
—
|
(1,250
|
)
|
|||||
Proceeds from issuance of common stock
|
9,244
|
8,565
|
||||||
Repurchase of common stock
|
(31,455
|
)
|
—
|
|||||
Dividends paid
|
(36,976
|
)
|
(35,533
|
)
|
||||
Net cash used in financing activities
|
(34,187
|
)
|
(28,218
|
)
|
||||
Impact of changes in exchange rates on cash
|
(1,035
|
)
|
(1,536
|
)
|
||||
Net change in cash and cash equivalents
|
(68,223
|
)
|
6,480
|
|||||
Cash and cash equivalents at beginning of period
|
211,106
|
260,232
|
||||||
Cash and cash equivalents at end of period
|
$
|
142,883
|
$
|
266,712
|
Three Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Stock-based compensation
|
||||||||
Cost of sales
|
$
|
1,222
|
$
|
1,113
|
||||
Sales and marketing
|
7,089
|
5,696
|
||||||
Research and development
|
6,088
|
5,714
|
||||||
General and administrative
|
5,729
|
4,666
|
||||||
Provision for income taxes
|
(2,655
|
)
|
(3,324
|
)
|
||||
Total
|
$
|
17,473
|
$
|
13,865
|
||||
Amortization of acquisition-related intangibles and fair value adjustments
|
||||||||
Net sales
|
$
|
371
|
$
|
813
|
||||
Cost of sales
|
3,803
|
4,272
|
||||||
Sales and marketing
|
6,139
|
2,171
|
||||||
Research and development
|
(320
|
)
|
—
|
|||||
Other (expense) income
|
516
|
394
|
||||||
Provision for income taxes
|
(1,355
|
)
|
(975
|
)
|
||||
Total
|
$
|
9,154
|
$
|
6,675
|
||||
Acquisition-related transaction and integration costs, restructuring charges and other
|
||||||||
Cost of sales
|
$
|
785
|
$
|
75
|
||||
Sales and marketing
|
307
|
4,648
|
||||||
Research and development
|
614
|
488
|
||||||
General and administrative
|
1,771
|
5,666
|
||||||
Other (expense) income
|
(1,866
|
)
|
3,725
|
|||||
Provision for income taxes
|
(658
|
)
|
(2,883
|
)
|
||||
Total
|
$
|
953
|
$
|
11,719
|
||||
(Capitalization) and amortization of internally developed software costs
|
||||||||
Cost of sales
|
$
|
2,033
|
$
|
6,874
|
||||
Research and development
|
(187
|
)
|
(226
|
)
|
||||
Provision for income taxes
|
(407
|
)
|
(1,396
|
)
|
||||
Total
|
$
|
1,439
|
$
|
5,252
|
Three Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Reconciliation of Net Sales to Non-GAAP Net Sales Net sales, as reported
|
$
|
385,256
|
$
|
335,182
|
||||
Impact of acquisition-related fair value adjustments
|
371
|
813
|
||||||
Non-GAAP net sales
|
$
|
385,627
|
$
|
335,995
|
||||
Revenue
|
309,381
|
311,074
|
||||||
Reconciliation of Gross Profit to Non-GAAP Gross Profit Gross profit, as reported
|
$
|
266,029
|
$
|
239,768
|
||||
Stock-based compensation
|
1,222
|
1,113
|
||||||
Amortization of acquisition-related intangibles and fair value adjustments
|
4,174
|
5,085
|
||||||
Acquisition transaction and integration costs. restructuring charges and other
|
785
|
75
|
||||||
Amortization of internally developed software costs
|
2,033
|
6,874
|
||||||
Non-GAAP gross profit
|
$
|
274,243
|
$
|
252,915
|
||||
Non-GAAP gross margin
|
71.1
|
%
|
75.3
|
%
|
||||
Reconciliation of Operating Expenses to Non-GAAP Operating Expenses Operating expenses, as reported
|
$
|
235,497
|
$
|
230,227
|
||||
Stock-based compensation
|
(18,906
|
)
|
(16,076
|
)
|
||||
Amortization of acquisition-related intangibles and fair value adjustments
|
(5,819
|
)
|
(2,171
|
)
|
||||
Acquisition transaction and integration costs. restructuring charges and other
|
(2,692
|
)
|
(10,802
|
)
|
||||
Capitalization of internally developed software costs
|
187
|
226
|
||||||
Non-GAAP operating expenses
|
$
|
208,267
|
$
|
201,404
|
||||
Reconciliation of Operating Income to Non-GAAP Operating Income Operating income, as reported
|
$
|
30,532
|
$
|
9,541
|
||||
Stock-based compensation
|
20,128
|
17,189
|
||||||
Amortization of acquisition-related intangibles and fair value adjustments
|
9,993
|
7,256
|
||||||
Acquisition transaction and integration costs. restructuring charges and other
|
3,477
|
10,877
|
||||||
Net amortization of internally developed software costs
|
1,846
|
6,648
|
||||||
Non-GAAP operating income
|
$
|
65,976
|
$
|
51,511
|
||||
Non-GAAP operating margin
|
17.1
|
%
|
15.3
|
%
|
||||
Reconciliation of Provision for income taxes to Non-GAAP Provision for income taxes Provision for income taxes, as reported(1)
|
$
|
5,329
|
$
|
(24
|
)
|
|||
Stock-based compensation
|
2,655
|
3,324
|
||||||
Amortization of acquisition-related intangibles and fair value adjustments
|
1,355
|
975
|
||||||
Acquisition transaction and integration costs. restructuring charges and other
|
658
|
2,883
|
||||||
Net amortization of internally developed software costs
|
407
|
1,396
|
||||||
Non-GAAP provision for income taxes(1)
|
$
|
10,404
|
$
|
8,554
|
(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
March 31,
|
||||||||
2022
|
2021
|
|||||||
Net income, as reported
|
$
|
25,236
|
$
|
4,495
|
||||
Adjustments to reconcile net income to non-GAAP net income:
|
||||||||
Stock-based compensation
|
20,128
|
17,189
|
||||||
Amortization of acquisition-related intangibles and fair value adjustments
|
10,509
|
7,650
|
||||||
Acquisition transaction and integration costs. restructuring charges and other
|
1,611
|
14,602
|
||||||
Net amortization of internally developed software costs
|
1,846
|
6,648
|
||||||
Income tax effects and adjustments(1)
|
(5,075
|
)
|
(8,578
|
)
|
||||
Non-GAAP net income
|
$
|
54,255
|
$
|
42,006
|
||||
Non-GAAP net margin
|
14.1
|
%
|
12.5
|
%
|
||||
Diluted EPS, as reported
|
$
|
0.19
|
$
|
0.03
|
||||
Adjustments to reconcile diluted EPS to non-GAAP diluted EPS
|
||||||||
Impact of stock-based compensation
|
0.15
|
0.13
|
||||||
Impact of amortization of acquisition-related intangibles and fair value adjustments
|
0.08
|
0.06
|
||||||
Impact of acquisition transaction and integration costs, restructuring charges and other
|
0.01
|
0.11
|
||||||
Impact of amortization of internally developed software costs
|
0.02
|
0.05
|
||||||
Income tax effects and adjustments(1)
|
(0.04
|
)
|
(0.06
|
)
|
||||
Non-GAAP diluted EPS
|
$
|
0.41
|
$
|
0.32
|
(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.
|
Weighted average shares outstanding -
|
||||||||
Basic
|
132,105
|
131,483
|
||||||
Diluted
|
133,175
|
132,717
|
Three Months Ended
June 30, 2022
|
||||||||
Low
|
High
|
|||||||
GAAP Diluted EPS, guidance
|
$
|
0.01
|
$
|
0.15
|
||||
Adjustments to reconcile diluted EPS to non-GAAP diluted EPS:
|
||||||||
Stock-based compensation
|
0.16
|
0.16
|
||||||
Amortization of acquisition-related intangibles and fair value adjustments
|
0.09
|
0.09
|
||||||
Acquisition transaction and integration costs, restructuring charges and other
|
0.02
|
0.02
|
||||||
Net amortization of internally developed software costs
|
0.01
|
0.01
|
||||||
Income tax effects and adjustments(1)
|
(0.04
|
)
|
(0.04
|
)
|
||||
Non-GAAP Diluted EPS, guidance
|
$
|
0.25
|
$
|
0.39
|
(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.
|