0000935494-23-000035 | 10-Q | XBRL Viewer | National Instruments Corp

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Subsequent events	3 Months Ended
Subsequent events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent events	Subsequent events Dividend On April 26, 2023, our Board of Directors declared a quarterly cash dividend of $0.28 per common share, payable on May 31, 2023, to stockholders of record as of the close of business on May 9, 2023. Acquisition On April 12, 2023 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Emerson Electric Co., a Missouri corporation (“Parent”) and Emersub CXIV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company in the Merger. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $60.00 per Company share in cash, without interest. Completion of the Merger is subject to certain conditions, including the receipt of the necessary approval from the Company’s shareholders, the satisfaction of certain regulatory approvals and other customary closing conditions. The parties expect to close the transaction during the last calendar quarter of 2023 or the first calendar quarter of 2024.

Leases - Schedule of Components of Lease Expense and Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Operating lease, termination period	1 year
Operating lease cost	$ 6,314	$ 5,417
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	91 years
Operating lease, option to extend, term	9 years

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

The following table presents the amounts outstanding related to our borrowing arrangements discussed below as of March 31, 2023, and December 31, 2022, respectively (in thousands):


	March 31,		December 31,
	2023		2022
Secured
Term Loan	487,500		493,750
Revolving credit facility	30,000		50,000

Total Debt	517,500		543,750
Less: Unamortized debt issuance costs	(1,995)		(2,113)
Less: Current Portion of Total Debt	(25,000)		(25,000)
Total Debt, non-current	$	490,505	$	516,637

The effective interest rate for the term loan and the revolving credit facility, both drawn under our Credit Facility, was 6.3% as of March 31, 2023. The effective interest rates for the term loan and revolving credit facility as of December 31, 2022 were 5.6% and 5.7%, respectively.

Debt Issuance Costs

Debt issuance costs of approximately $1.9 million attributable to our revolving credit are presented within "Other long-term assets" in our Consolidated Balance Sheet and debt issuance costs of approximately $2.0 million attributable to the term loan are presented within "Debt, non-current" as of March 31, 2023. Debt issuance costs of approximately $2.1 million attributable to our revolving credit are presented within "Other long-term assets" in our Consolidated Balance Sheet and debt issuance costs of approximately $2.1 million attributable to the term loan are presented within "Debt, non-current" as of December 31, 2022. These amounts are amortized to interest expense ratably over the life of the revolving credit and the term loan, respectively.

Credit Facility

On August 24, 2022, we amended the terms of our Credit Facility by entering into a Third Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, National Association, as the administrative agent, swingline lender and issuing lender (the "Administrative Agent"), Wells Fargo Securities, LLC, BofA Securities, Inc. and Citibank, N.A., as joint lead arrangers and joint bookrunners, BofA Securities, Inc. and Citibank, N.A., as syndication agents, and the lenders party thereto. The Credit Agreement amends and restates and refinances our Second Amended and Restated Credit Agreement, dated as of June 18, 2021, by and among us, the lenders from time-to-time party thereto and Wells Fargo Bank, National Association, as the administrative agent (the "Prior Credit Agreement"). All outstanding loans under the Prior Credit Agreement were repaid in full in connection with the entry into the Credit Agreement. The replacement of the Prior Credit Agreement with the Credit Agreement was treated as a debt modification and the remaining balance of unamortized debt issuance costs were allocated to the new loan facilities, as described below.

The Credit Agreement provides for an initial $1 billion Credit Facility consisting of (a) a secured revolving loan facility in an aggregate principal amount of up to $500 million at any time outstanding, with a sublimit of $25 million for the issuance of letters of credit and (b) a secured term loan facility in an aggregate principal amount of $500 million. Subject to the terms of the Credit Agreement, including obtaining commitments from existing lenders or new lenders, we may request additional term loans and/or revolving loan commitments. The Credit Facility terminates, and all revolving loans outstanding and/or outstanding term loan amounts (together with accrued interest and fees) are payable in full, on August 24, 2027, unless terminated earlier pursuant to the terms of the Credit Agreement. The term loans amortize in quarterly payments equal to 1.25% of the original principal amount of the term loans, with the remaining outstanding balance due at maturity.

The term loans and revolving loans accrue interest, at our option, at: (i) a base rate equal to the highest of (a) the prime rate (b) the federal funds rate plus 0.50%, and (c) an adjusted term SOFR for an interest period of one month plus 1.00%, plus a margin of 0.25% to 0.75%; or (ii) an adjusted term SOFR (for an interest period of one, three or six months) plus a margin of 1.25% to 1.75%, with the margin being determined based upon our consolidated total net leverage ratio. The Credit Agreement contains financial covenants requiring us to maintain a maximum consolidated total net leverage ratio of less than or equal to 3.50 to 1.00 which increases to 4.00 to 1.00 for a specified period following material acquisitions, and a minimum consolidated interest coverage ratio of greater than or equal to 3.00 to 1.00, in each case determined in accordance with the Credit Agreement.

The Credit Agreement provides for a commitment fee of 0.150% to 0.250% per annum, determined based upon our consolidated total net leverage ratio, on the average daily unused portion of the revolving committed amount, payable quarterly in arrears.

Under the circumstances described in the Credit Agreement, certain of our wholly owned domestic subsidiaries (the "Subsidiary Guarantors") are required to enter into a guaranty agreement ("Guaranty") in favor of the Administrative Agent guarantying our obligations under the Credit Agreement, among other things. As of March 31, 2023, there were no Subsidiary Guarantors, and no Guaranty had been executed. In connection with the Credit Agreement, we entered into a Second Amended and Restated Collateral Agreement (the "Collateral Agreement") pursuant to which we granted a continuing security interest on substantially all of our assets, in favor of the Administrative Agent (for the benefit of the lenders of the Credit Facility), to secure our obligations under the Credit Agreement. Subsidiary Guarantors are required to join the Collateral Agreement and make similar grants of security interests.

The Credit Agreement contains customary affirmative and negative covenants. The affirmative covenants include, among other things, delivery of financial statements, compliance certificates and notices, payment of taxes and other obligations, maintenance of existence, maintenance of properties and insurance, maintenance of books and records, and compliance with applicable laws and regulations. The negative covenants include, among other things, limitations on indebtedness, liens, mergers, consolidations, acquisitions and sales of assets, investments, changes in the nature of the business, affiliate transactions and certain restricted payments. The Credit Agreement contains customary events of default including, among other things, payment defaults, breaches of covenants or representations and warranties, cross-defaults with certain other indebtedness, bankruptcy and insolvency events, judgment defaults and change in control events, subject to grace periods in certain instances. Upon an event of default, the Administrative Agent and the lenders may declare all or a portion of the outstanding obligations payable by us to be immediately due and payable and exercise other rights and remedies provided for under the Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Credit Agreement at a per annum interest rate equal to 2.00% above the otherwise applicable interest rate.

The proceeds of the term loans made on August 24, 2022 were used to prepay in full the revolving loans outstanding under the Prior Credit Agreement. Remaining proceeds of the term loans made on August 24, 2022 were used to pay associated costs, fees and other expenses and for other working capital and general corporate purposes. Proceeds of current and additional revolving loans under the Credit Agreement may be used for working capital and other general corporate purposes including acquisitions, share repurchases and dividend payouts. We may prepay the loans under the Credit Agreement in whole or in part at any time without premium or penalty.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Acquisitions

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

SET Acquisition

On March 6, 2023, we acquired the remaining 75.1% ownership interest in one of our equity-method investments, SET GmbH ("SET"), for approximately $24.8 million in total cash consideration, subject to certain post-closing adjustments. Of the total cash consideration, approximately $2.7 million will be held back as security for certain representations, warranties, and obligations of the sellers, payable in the first quarter of 2024. SET is a Germany-based expert in aerospace and defense test system development and an innovator in power semiconductor reliability test. This transaction was accounted for as a business combination using the acquisition method of accounting.

We recognized a gain of approximately $3 million on the remeasurement of our existing 24.9% equity-method investment to fair value on the acquisition date. The carrying value of the investment immediately prior to the acquisition date was approximately $3 million. The gain is presented in "Other (expense) income."

All of the acquired assets and liabilities of SET have been recorded at their respective fair values as of the acquisition date. We recognized approximately $12.1 million of goodwill and $16.0 million of other intangible assets as part of our preliminary purchase price allocation. Transaction costs have been expensed as incurred and were not material to the periods presented. The acquisition was funded by cash on hand.

The preliminary purchase price allocation related to the acquisition was not finalized as of March 31, 2023, and is based upon a preliminary valuation which is subject to change as we obtain additional information with respect to certain intangible assets and income taxes. Pro-forma results of operations have not been presented as the impact of the acquired operations was not material.

The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill generated from the acquisition is primarily attributable to expected growth in the scope of and market opportunities for our existing offerings related to vehicle electrification and other related applications. Goodwill is not deductible for tax purposes.

Kratzer Acquisition

On May 2, 2022, we completed the acquisition of certain assets of, and assumed certain liabilities of, the test systems business ("TS Business") of Germany-based Kratzer Automation AG (“Kratzer”). As part of this integrated transaction, we also purchased 100% of the shares in certain subsidiaries of Kratzer: Kratzer Automation S.a.r.l. ("Kratzer France"), Kratzer Automation Inc. ("Kratzer US") and Kratzer Automation (Shanghai) Co., Ltd. ("Kratzer China"). The acquisitions of Kratzer France, Kratzer US, and Kratzer China were completed on June 1, 2022, June 2, 2022, and August 26, 2022, respectively. This transaction was accounted for as a business combination using the acquisition method of accounting. Total cash consideration for the transaction was $56.3 million inclusive of $0.7 million in cash acquired. All of the acquired assets and liabilities of the TS Business have been recorded at their respective fair values as of the acquisition date. The acquisition was funded by cash on hand.

Transaction costs have been expensed as incurred. We expensed $2.2 million of transaction costs related to the acquisition of the TS Business, which are included in selling, general and administrative expenses.

The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill generated from the acquisition is primarily attributed to expected growth in the scope of and market opportunities for our existing offerings related to vehicle electrification test systems and other related applications. The goodwill is deductible locally and in the U.S. over 15 years for federal income tax purposes.

During the fourth quarter of 2022, we recorded measurement period adjustments to our preliminary estimate of the fair value of intangible assets acquired as a result of new information obtained on acquired customer contracts. The net decrease to the fair value of total intangible assets acquired was $10 million, with a corresponding increase to goodwill. This change to the provisional amount did not have a material impact to the income statements in the current or previous reporting periods.

Fair value of net assets acquired and liabilities assumed

The information below represents the preliminary purchase price allocation of the TS Business (in thousands):


			May 2, 2022
Consideration Transferred			56,324

Cash and cash equivalents			672
Accounts receivable			2,616
Inventories			5,130
Prepaid expenses and other current assets			1,900
Property and equipment			1,145
Goodwill			29,223
Intangible assets			25,010
Operating lease right-of-use assets			4,820
Other long-term assets			108
Accounts payable and accrued expenses			(966)
Accrued compensation			(463)
Operating lease liabilities - current			(1,050)
Accrued expenses and other current liabilities			(8,233)
Operating lease liabilities - non-current			(3,588)
Net Assets Acquired			56,324

The preliminary purchase price allocation related to the acquisition was not finalized as of March 31, 2023. These preliminary estimates of the fair value of the assets acquired and the liabilities assumed are based on the information currently available, and we are continuing to evaluate the underlying inputs and assumptions used in our valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of acquisition. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the acquisition would result in a corresponding increase in the amount of goodwill acquired. The primary areas of purchase price that are not yet finalized relate to intangible assets, income taxes and residual goodwill.

Acquired intangible assets will be amortized over their estimated useful lives on a straight-line basis. The following table summarizes the preliminary purchase price allocation and the preliminary average remaining useful lives for identifiable intangible assets acquired.


	Estimated Fair Value (in thousands)		Estimated Useful Lives (in years)
Customer relationships	$	2,470	10
Developed software	20,830		5
Trade name contractual rights	1,710		2
Total	25,010

Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers. The economic useful life was determined by examining the period of time over which the customer attrition curve falls below a target threshold.

Developed software represents the fair value of automation systems for performing test bench tasks and management systems for all resources and accruing data in the test field. The economic life of this software is estimated to be 5 years based on the expected future utilization of the software in its current form.

Results of operations of the business acquired have been included in our condensed consolidated financial statements subsequent to the dates of acquisition. Pro-forma results of operations have not been presented as the impact of the acquired operations was not material.

Heinzinger Acquisition

On February 28, 2022, we completed the acquisition of the systems business of Heinzinger Electronic GmbH (“Heinzinger”) for $22.5 million in total cash consideration, including a holdback amount of approximately $3.1 million that was released to Heinzinger during the first quarter of 2023. This transaction was accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of Heinzinger have been recorded at their respective fair values as of the acquisition date. We recognized approximately $13.5 million of goodwill and $7.2 million of other intangible assets as part of our preliminary purchase price allocation. Transaction costs have been expensed as incurred and were not material to the periods presented. The acquisition was funded by cash on hand.

The purchase price allocation related to the acquisition was finalized as of February 28, 2023. Pro-forma results of operations have not been presented as the impact of the acquired operations was not material.

Authorized shares of common and preferred stock and stock-based compensation plans

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Authorized shares of common and preferred stock and stock-based compensation plans

Authorized shares of common and preferred stock

The total number of shares which we are authorized to issue is 365,000,000 shares, consisting of (i) 5,000,000 shares of preferred stock, par value $0.01 per share, and (ii) 360,000,000 shares of common stock, par value $0.01 per share.

Stock-Based Compensation Plan

Our stockholders approved our 2010 Incentive Plan (the “2010 Plan”) on May 11, 2010. At the time of approval, 3,000,000 shares of our common stock were reserved for issuance under the 2010 Plan, as well as the 3,362,304 shares of common stock that were reserved but not issued under our 1994 Incentive Stock Options Plan (the "1994 Plan") and the 2005 Incentive Plan (the "2005 Plan") as of May 11, 2010, and any shares that are returned to the 1994 Plan and the 2005 Plan as a result of the forfeiture or termination of options or RSUs or repurchase of shares issued under those plans. The 2010 Plan provided for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards vest over a three, five or ten-year period, beginning on the date of grant. Vesting of ten-year awards may accelerate based on our previous year’s earnings and growth but ten-year awards cannot accelerate to vest over a period of less than five years. The 2010 Plan terminated on May 12, 2015, except with respect to the outstanding awards previously granted thereunder. There were 2,518,416 shares of common stock that were reserved but not issued under the 2010 Plan as of May 12, 2015.

Our stockholders approved our 2015 Equity Incentive Plan (the “2015 Plan”) on May 12, 2015. At the time of approval, 3,000,000 shares of our common stock were reserved for issuance under the 2015 Plan, as well as the 2,518,416 shares of common stock that were reserved but not issued under the 2010 Plan as of May 12, 2015, and any shares that were returned to the 1994 Plan, 2005 Plan, and 2010 Plan as a result of the forfeiture or termination of options or RSUs or repurchase of shares issued under those plans. The 2015 Plan provides for the granting of incentive awards in the form of restricted stock and RSUs, to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company and such awards may be subject to performance-based vesting conditions. Awards generally vest over a three, four, five or ten-year period, beginning on the date of grant. Vesting of ten-year awards may accelerate based on our previous year’s earnings and growth but ten-year awards cannot accelerate to vest over a period of less than five years. The 2015 Plan terminated on May 5, 2020, except with respect to the outstanding awards previously granted thereunder. There were 567,142 shares of common stock that were reserved but not issued under the 2015 Plan as of May 5, 2020.

Our stockholders approved our 2020 Equity Incentive Plan (the “2020 Plan”) on May 5, 2020. At the time of approval, 4,500,000 shares of our common stock were reserved for issuance under the 2020 Plan, as well as the 567,142 shares of common stock that were reserved but not issued under the 2015 Plan as of May 5, 2020, and any shares that were returned to the 2005 Plan, 2010 Plan, and 2015 Plan as a result of the forfeiture or termination of options or RSUs or repurchase of shares issued under those plans. The 2020 Plan provides for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards generally vest over a one, two, three or four-year period, beginning on the date of the grant and awards may be subject to performance-based vesting conditions. There were 1,568,571 shares of common stock that were reserved but not issued under the 2020 Plan as of May 10, 2022.

Our stockholders approved our 2022 Equity Incentive Plan (the “2022 Plan”) on May 10, 2022. At the time of approval, 4,500,000 shares of our common stock were reserved for issuance under the 2022 Plan, as well as the 1,568,571 shares of common stock that were reserved but not issued under the 2020 Plan as of May 10, 2022, and any shares that were returned to the 2005 Plan, 2010 Plan, 2015 Plan and 2020 Plan as a result of the forfeiture, repurchase or termination of unissued shares subject to options or RSUs issued under those plans. The 2022 Plan provides for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards generally vest over a one, two, three or four years period, beginning on the date of the grant and awards may be subject to performance-based vesting conditions. There were 6,109,748 shares available for grant under the 2022 Plan at March 31, 2023.

Performance-based stock units

During the three months ended March 31, 2023 and 2022, we granted 70,224 and 164,843 PRSUs, respectively, to executive officers pursuant to the 2022 Plan and 2020 Plan. The PRSUs may be earned based on our total shareholder return ("TSR") compared to the TSR of the Russell 2000 Index or, for awards granted on or after March 3, 2023, the NASDAQ Composite Index (the “Index”) over a three-year performance period. For the PRSUs granted during the three months ended March 31, 2023, the three-year performance period commenced on January 1, 2023, and will end on December 31, 2025, and for the PRSUs granted during the three months ended March 31, 2022, the three-year performance commenced on January 1, 2022 and will end on December 31, 2024, using the average daily closing price over a 30-day lookback in each case. The number of awards earned could range from 0% to 200% of the target number of units granted. Additionally, for awards granted on or after March 3, 2023, the number of PRSUs that may vest pursuant to an award agreement shall not exceed 100% of the target number of PRSUs subject to such award if our absolute total shareholder return is negative during the performance period for such award.

The fair values of PRSUs are estimated using a Monte Carlo simulation. The determination of fair value of the PRSUs is based on our stock price and a number of assumptions including the expected volatility, expected dividend yield and the risk-free interest rate. The expected volatility at the date of grant was based on the historical volatilities of our stock and the companies included in the Index over the performance period. The Monte Carlo model is based on random projections of stock-price paths and must be repeated numerous times to achieve a probabilistic assessment. The key assumptions used in valuing these market-based awards are as follows:


	Three Months Ended
	(unaudited)
	March 31, 2023	March 31, 2022
Number of simulations	100,000	100,000
Expected volatility	32.27%	37.81%
Expected life in years	2.84 years	2.95 years
Risk-free interest rate	4.45%	1.33%
Dividend yield	2.45%	2.52%

The weighted average grant date fair value of the market-based awards, as determined by the Monte Carlo valuation model, was $84.45 per share and $59.65 per share in 2023 and 2022, respectively.

Employee stock purchase plan

Our employee stock purchase plan ("ESPP") permits substantially all domestic employees and employees of designated subsidiaries to acquire our common stock at a purchase price of 85% of the lower of the market price at the beginning or the end of the purchase period. The plan has quarterly purchase periods generally beginning on February 1, May 1, August 1 and November 1 of each year. Employees may designate up to 15% of their compensation for the purchase of common stock under the ESPP. Pursuant to the terms of our merger agreement with Emerson, our ESPP program will be suspended indefinitely after the May 1, 2023 purchase. Refer to Note 18 - Subsequent Events of Notes to Consolidated financials for additional information on the proposed transaction.

On May 10, 2022, our stockholders approved an additional 3,000,000 shares for issuance under our ESPP. At March 31, 2023, we had 3,797,114 shares of common stock reserved for future issuance under the ESPP. We issued 275,976 shares under this plan in the three months ended March 31, 2023 and the weighted average purchase price of the shares issued was $32.45 per share. During the three months ended March 31, 2023, we did not make any changes in accounting principles or methods of estimates with respect to our ESPP.

Authorized Preferred Stock and Preferred Stock Purchase Rights Plan

We have 5,000,000 authorized shares of preferred stock.

On January 21, 2004, our Board of Directors designated 750,000 of these shares as Series A Participating Preferred Stock in conjunction with the adoption of a Preferred Stock Rights Agreement which expired on May 10, 2014. There were no shares of Series A Preferred Stock issued and outstanding at March 31, 2023.

On January 13, 2023, our Board of Directors designated 2,000,000 of these shares as Series B Participating Preferred Stock (“Series B Preferred Stock”) in conjunction with its adoption of a stockholder rights plan, as previously disclosed in our Current Report on Form 8-K filed on January 13, 2023. On April 12, 2023, in connection with entering into the merger agreement with Emerson, the stockholder rights plan was modified so that the rights thereunder will not be exercisable by virtue of the merger agreement or any agreement or transactions contemplated thereby, as previously disclosed in our Current Report on Form 8-K filed on April 12, 2023.

Stock repurchases and retirements

On April 21, 2010, our Board of Directors authorized a program to repurchase shares of our common stock from time to time, depending on market conditions and other factors (the “2019 Program”). The Board has amended the 2019 Program several times over the years to increase the number of shares that may be purchased under the program. On October 23, 2019, our Board amended the 2019 Program to increase the number of shares that may be repurchased by 3,000,000 shares.

On January 19, 2022, our Board of Directors approved a new stock repurchase plan for up to $250 million of our common stock, effective immediately (the "2022 Program"). This new repurchase program is in addition to the existing 2019 Program. Under the 2022 Program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the other terms of the repurchase will depend on a variety of factors, including legal requirements, economic and market conditions, and other investment opportunities. The 2022 Program may be changed, suspended or discontinued at any time and does not have a specified expiration date.

At March 31, 2023, there were 0 shares remaining available for repurchase under the 2019 Program and there was $230 million available for repurchase under the 2022 Program. We did not repurchase any shares of our common stock during the three-months ended March 31, 2023 under the 2019 Program and 2022 Program. We repurchased 772,052 shares of our common stock at a weighted average price per share of $40.74 during the three-months ended March 31, 2022 under the 2019 Program and 2022 Program.

Authorized shares of common and preferred stock and stock-based compensation plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions						3 Months Ended
	May 10, 2022	Jan. 01, 2021	May 05, 2020	May 12, 2015	May 11, 2010	Mar. 31, 2023	Mar. 31, 2022	Jan. 13, 2023	Dec. 31, 2022	Jan. 19, 2022	Oct. 23, 2019	Jan. 21, 2004
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common and preferred stock shares authorized (in shares)						365,000,000
Preferred stock, authorized (in shares)						5,000,000			5,000,000
Preferred stock, par value per share (in usd per share)						$ 0.01			$ 0.01
Common stock, authorized (in shares)						360,000,000			360,000,000
Common stock, par value per share (in usd per share)						$ 0.01			$ 0.01
Maximum employee subscription rate						15.00%
Preferred stock, issued (in shares)						0			0
Preferred stock, outstanding (in shares)						0			0
Common stock repurchased (in shares)						772,052
Shares repurchased, weighted average price (in usd per share)						$ 40.74
2019 Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized common stock available for repurchase (in shares)						0					3,000,000
2022 Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Board of Directors approved stock repurchase (up to)										$ 250
Authorized common stock available for repurchase amount						$ 230
Series A Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock, authorized (in shares)												750,000
Series B Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock, authorized (in shares)								2,000,000
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)						70,224	164,843
Service period		3 years				3 years
Performance lookback period						30 days
Weighted average grant day fair value (in dollars per share)						$ 84.45	$ 59.65
Minimum \| On Or After March 3, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target shares granted						0.00%
Maximum \| Performance Shares \| Before March 3, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target shares granted						200.00%
Maximum \| Performance Shares \| On Or After March 3, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target shares granted						100.00%
2010 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, authorized (in shares)					3,000,000
Shares available for grant under 2015 restricted stock plan (in shares)				2,518,416
2010 Plan \| Vesting Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)					3 years
2010 Plan \| Vesting Period Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)					5 years
2010 Plan \| Vesting Period Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)					10 years
1994 Plan and the 2005 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for issuance (in shares)					3,362,304
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional number of shares reserved for issuance (in shares)				3,000,000
Shares available for grant under 2015 restricted stock plan (in shares)			567,142
2015 Plan \| Vesting Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				3 years
2015 Plan \| Vesting Period Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				4 years
2015 Plan \| Vesting Period Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				5 years
2015 Plan \| Vesting Period Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				10 years
2015 Plan \| Vesting Period Four \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				5 years
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for issuance (in shares)			4,500,000
Shares available for grant under 2015 restricted stock plan (in shares)	1,568,571
2020 Plan \| Vesting Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			1 year
2020 Plan \| Vesting Period Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			2 years
2020 Plan \| Vesting Period Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			3 years
2020 Plan \| Vesting Period Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			4 years
Incentive Plan 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for issuance (in shares)	4,500,000
Shares available for grant under 2015 restricted stock plan (in shares)						6,109,748
Incentive Plan 2022 \| Vesting Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	1 year
Incentive Plan 2022 \| Vesting Period Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	2 years
Incentive Plan 2022 \| Vesting Period Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	3 years
Incentive Plan 2022 \| Vesting Period Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	4 years
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional number of shares reserved for issuance (in shares)	3,000,000
Percentage of the lower of the market related to purchase of common stock						85.00%
Common stock reserved for future issuance under employee stock purchase plan (in shares)						3,797,114
Shares issued under employee stock purchase plan (in shares)						275,976
Weighted average purchase price of employees' purchase rights (in usd per share)						$ 32.45

Restructuring (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Charges Resulting From Restructuring Activities

A summary of the charges in our consolidated statement of operations resulting from our restructuring activities is shown below:


	Three Months Ended March 31,
(In thousands)	(Unaudited)
	2023		2022
Cost of sales	$	1,520	$	—
Research and development	3,213		400
Sales and marketing	5,981		—
General and administrative	5,256		—
Total	$	15,970	$	400

Schedule of Restructuring Reserve by Type of Cost

A summary of balance sheet activity during 2023 related to the restructuring activity is shown below:


	Restructuring Liability
	(in thousands)
Balance as of December 31, 2022	$	10,009
Income statement expense	15,970
Cash payments	(14,570)
Balance as of March 31, 2023	$	11,409

Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Leases [Abstract]
2023 (Excluding the three months ended March 31, 2023)	$ 13,616
2024	14,332
2025	10,498
2026	8,743
2027	4,582
Thereafter	6,009
Total future minimum lease payments	57,780
Less imputed interest	5,683
Total lease liabilities	$ 52,097

Basis of presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of presentation

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 21, 2023 (the "2022 Form 10-K"). In our opinion, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary to present fairly our financial position at March 31, 2023 and December 31, 2022, the results of our operations and comprehensive income for the three months ended March 31, 2023 and 2022, our cash flows for the three months ended March 31, 2023 and 2022, and our statement of stockholders' equity for the three months ended March 31, 2023 and 2022. Our operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

Summary of Significant Accounting Policies

There were no material changes to our significant accounting policies during the three months ended March 31, 2023 compared to the significant accounting policies described in our 2022 Form 10-K.

Other (Expense) Income

Other (expense) income consisted of the following amounts (in thousands):


	Three Months Ended March 31,
	(Unaudited)
	2023		2022
Interest income	$	326	$	46
Interest expense	(8,348)		(1,292)
Gain from equity-method investments	4,800		602
Net foreign exchange loss	(302)		(1,166)
Other	504		1,843
Other (expense) income	$	(3,020)	$	33

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities on our consolidated balance sheet includes the following amounts (in thousands):


	As of March 31, 2023		As of December 31,
	(unaudited)		2022
Income taxes payable - current	$	85,940	$	87,186
Hedge payable - current	10,221		18,117
Accrued liabilities	32,409		26,851
Other	41,393		21,003
Total	$	169,963	$	153,157

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. The number of common share equivalents, which includes time-based restricted stock units ("RSUs") and performance-based restricted stock units ("PRSUs"), is computed using the treasury stock method.

The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three months ended March 31, 2023 and 2022 are as follows (in thousands):


	Three Months Ended March 31,
	(Unaudited)
	2023	2022
Weighted average shares outstanding-basic	131,326	132,105
Plus: Common share equivalents
RSUs & PRSUs	1,884	1,070
Weighted average shares outstanding-diluted	133,210	133,175

Shares issuable upon vesting of RSU awards for the three months ended March 31, 2023 and 2022 of 69,400 shares and 442,000 shares, respectively, were excluded in the computations of diluted EPS because the effect of including the RSU awards would have been anti-dilutive.

Derivative instruments and hedging activities (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Forward Contracts Notional Amount

We held forward contracts designated as cash flow hedges with the following notional amounts:


(In thousands)	US Dollar Equivalent
	As of March 31, 2023		As of December 31,
	(Unaudited)		2022
Chinese yuan	$	109,576	$	73,419
Euro	136,422		109,091
Japanese yen	29,444		21,285
Hungarian forint	13,799		19,529
British pound	17,993		13,929
Malaysian ringgit	5,997		8,856
Korean won	22,076		14,048
Total forward contracts notional amount	$	335,307	$	260,157

Schedule of Fair Value of Derivative Instruments

The following tables present the fair value of derivative instruments on our Consolidated Balance Sheets at March 31, 2023 and December 31, 2022, respectively.


	Asset Derivatives
		March 31, 2023		December 31, 2022
		(Unaudited)

(In thousands)	Balance Sheet Location	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign exchange contracts - ST forwards	Prepaid expenses and other current assets	$	5,760	$	8,968
Interest rate contracts - ST forwards	Prepaid expenses and other current assets	1,954		2,299
Foreign exchange contracts - LT forwards	Other long-term assets	470		—
Total derivatives designated as hedging instruments		$	8,184	$	11,267

Derivatives not designated as hedging instruments
Foreign exchange contracts - ST forwards	Prepaid expenses and other current assets	$	2,219	$	1,057
Total derivatives not designated as hedging instruments		$	2,219	$	1,057

Total derivatives		$	10,403	$	12,324


	Liability Derivatives
		March 31, 2023		December 31, 2022
		(Unaudited)
(In thousands)	Balance Sheet Location	Fair Value		Fair Value

Derivatives designated as hedging instruments
Foreign exchange contracts - ST forwards	Accrued expenses and other current liabilities	$	(7,175)	$	(9,940)
Foreign exchange contracts - LT forwards	Other long-term liabilities	—		(196)
Interest rate contracts - LT forwards	Other long-term liabilities	(2,634)		(1,013)
Total derivatives designated as hedging instruments		$	(9,809)	$	(11,149)

Derivatives not designated as hedging instruments
Foreign exchange contracts - ST forwards	Other current liabilities	$	(3,046)	$	(8,177)
Total derivatives not designated as hedging instruments		$	(3,046)	$	(8,177)

Total derivatives		$	(12,855)	$	(19,326)

Schedule of Effect of Derivative Instruments

The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the three-months ended March 31, 2023 and 2022, respectively:


March 31, 2023
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship	Gain or (Loss) Recognized in OCI on Derivative		Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Gain or (Loss) Reclassified from Accumulated OCI into Income
Foreign exchange contracts - forwards	$	(1,729)	Net sales	$	2,244

Foreign exchange contracts - forwards	1,143		Cost of sales	(560)

Foreign exchange contracts - forwards	876		Operating expenses	(328)

Interest rate swap contracts - forwards	(1,966)		Other (expense) income	527
Total	$	(1,676)		$	1,883


March 31, 2022
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship	Gain or (Loss) Recognized in OCI on Derivative		Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Gain or (Loss) Reclassified from Accumulated OCI into Income
Foreign exchange contracts - forwards	$	1,884	Net sales	$	1,739

Foreign exchange contracts - forwards	(21)		Cost of sales	(327)

Foreign exchange contracts - forwards	4		Operating expenses	(239)
Total	$	1,867		$	1,173

(In thousands)

Derivatives not Designated as Hedging Instruments

Location of Gain (Loss) Recognized in Income

Amount of Gain (Loss) Recognized in Income

March 31, 2023

March 31, 2022

(Unaudited)

Foreign exchange contracts - forwards

Other (expense) income

(856)

(803)

Total

(856)

(803)

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

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+ Details

Acquisitions - Schedule of Preliminary Purchase Price Allocation and Useful Lives (Details) - Kratzer Automation AG $ in Thousands	May 02, 2022 USD ($)
Business Acquisition [Line Items]
Estimated Fair Value	$ 25,010
Customer relationships
Business Acquisition [Line Items]
Estimated Fair Value	$ 2,470
Estimated Useful Lives (in years)	10 years
Developed software
Business Acquisition [Line Items]
Estimated Fair Value	$ 20,830
Estimated Useful Lives (in years)	5 years
Trade name contractual rights
Business Acquisition [Line Items]
Estimated Fair Value	$ 1,710
Estimated Useful Lives (in years)	2 years

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 46,929	$ 25,236
Other comprehensive income, before tax and net of reclassification adjustments:
Foreign currency translation adjustment	4,889	(3,805)
Unrealized (loss) gain on derivative instruments	(1,676)	1,867
Other comprehensive income (loss), before tax	3,213	(1,938)
Tax (benefit) expense related to items of other comprehensive income	(384)	425
Other comprehensive income (loss), net of tax	3,597	(2,363)
Comprehensive income	$ 50,526	$ 22,873

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount before tax, after reclassification adjustments of other comprehensive income (loss).

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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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+ Details

Segment and geographic information

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment and geographic information

We operate as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Since we operate as one operating segment, all required financial segment information can be found in the condensed consolidated financial statements and the notes thereto.

We sell our products in three geographic regions which consist of: the Americas; Europe, Middle East and Africa region ("EMEA"); and Asia-Pacific region ("APAC"). Our sales to these regions share similar economic characteristics including the nature of products and services we sell, the type and class of customers, and the methods used to distribute our products and services. Revenue from the sale of our products, which are similar in nature, and software maintenance are reflected as total net sales in our Consolidated Statements of Income. (See Note 2 –Revenue of Notes to Consolidated Financial Statements for total net sales by the major geographic regions in which we operate).

The following table presents summarized information for net sales by country. Revenues from external customers are generally attributed to countries based upon the customer's billing location. Net sales attributable to each individual foreign country outside the U.S. and China were not material.


(in millions)	United States		China(1)	Rest of the World	Total
Net sales:
Three months ended March 31, 2023	$	172	82	183	$	437
Three months ended March 31, 2022	$	152	55	178	$	385
(1): Includes Mainland China and the Hong Kong Special Administrative Region

The following table presents summarized information for long-lived assets by country. Long-lived assets attributable to each individual country outside the U.S., Hungary and Malaysia were not material. Long-lived assets consist of property, plant, and equipment and operating lease right-of-use assets and exclude intangible assets.


(in millions)	United States		Hungary	Malaysia	Rest of the World	Total
Long-lived Assets:
March 31, 2023	$	142	59	81	63	$	345
December 31, 2022	$	124	58	82	61	$	325

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Basis of presentation - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Income taxes payable - current	$ 85,940	$ 87,186
Hedge payable - current	10,221	18,117
Accrued liabilities	32,409	26,851
Other	41,393	21,003
Total	$ 169,963	$ 153,157

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Components of Lease Expense

The components of operating lease expense were as follows (unaudited):


(In thousands)	March 31, 2023		March 31, 2022
Operating Lease Cost (1)	$	6,314	$	5,417
(1) includes variable and short-term lease costs

Schedule of Future Minimum Lease Payments

Maturities of lease liabilities as of March 31, 2023 were as follows (unaudited):


(In thousands)
Years ending December 31,	Operating Leases
2023 (Excluding the three months ended March 31, 2023)	$	13,616
2024	14,332
2025	10,498
2026	8,743
2027	4,582
Thereafter	6,009
Total future minimum lease payments	57,780
Less imputed interest	5,683
Total lease liabilities	$	52,097

Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

We have operating leases for corporate offices, automobiles, and certain equipment. Our leases have remaining terms of 1 year to 91 years, some of which may include options to extend the leases for up to 9 years, and some of which may include options to terminate the leases within 1 year. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.

Amounts related to finance lease activities and income from leasing activities were not material for the periods presented.

The components of operating lease expense were as follows (unaudited):


(In thousands)	March 31, 2023		March 31, 2022
Operating Lease Cost (1)	$	6,314	$	5,417
(1) includes variable and short-term lease costs

Maturities of lease liabilities as of March 31, 2023 were as follows (unaudited):


(In thousands)
Years ending December 31,	Operating Leases
2023 (Excluding the three months ended March 31, 2023)	$	13,616
2024	14,332
2025	10,498
2026	8,743
2027	4,582
Thereafter	6,009
Total future minimum lease payments	57,780
Less imputed interest	5,683
Total lease liabilities	$	52,097

As of March 31, 2023, we have additional operating leases that have not commenced, which were not material.

Authorized shares of common and preferred stock and stock-based compensation plans (Details) - Performance Shares - simulation simulation in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of simulations	100	100
Expected volatility	32.27%	37.81%
Expected life in years	2 years 10 months 2 days	2 years 11 months 12 days
Risk-free interest rate	4.45%	1.33%
Dividend yield	2.45%	2.52%

Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue Recognition

Revenue is recognized upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of our products or services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

Disaggregation of Revenues

We disaggregate revenue from contracts with customers based on the timing of transfer of goods or services to customers (point-in-time or over time), geographic region based primarily on the billing location of the customer, and customer industry grouping.

Total net sales based on the timing of transfer of goods or services to customers and geographic region are as follows:


			Three Months Ended March 31,
			(Unaudited)
	2023						2022
(In thousands)
Net sales:	Point-in-Time(1)		Over Time		Total		Point-in-Time(1)		Over Time		Total
Americas	$	152,342	$	25,644	$	177,986	$	132,988	$	26,222	$	159,210
EMEA	94,696		17,484		112,180		79,241		21,129		100,370
APAC	135,649		11,010		146,659		114,995		10,681		125,676
Total net sales(1)	$	382,687	$	54,138	$	436,825	$	327,224	$	58,032	$	385,256
(1): Net sales contains hedging gains and losses, which do not represent revenues recognized from customers. See Note 5 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for more information on the impact of our hedging activities on our results of operations

The industry grouping used to disaggregate net sales is determined at the customer account level. Accounts assigned to one of our three industry-specific groupings are either designated as Semiconductor and Electronics, Transportation, or Aerospace, Defense, and Government. We are able to leverage the investments in these areas to also serve a broad base of diverse customers in the other industries we serve, which are included in our Portfolio grouping. Our recent acquisitions described in Note 17 - Acquisition of Notes to Consolidated Financial Statements are presented within the "Transportation" industry grouping below. We periodically review and update the groupings of customers assigned to a particular industry grouping to ensure that our revenue disaggregation aligns with the way we currently manage our business. As part of this process, we reclassified certain customer accounts between industry groups during the first quarter of 2023. The prior period presented below has been recast to conform to the current period presentation.


	Three Months Ended March 31,
(In thousands)	(Unaudited)
Industry Grouping	2023		2022
Portfolio	$	135,910	$	124,703
Semiconductor & Electronics	113,757		104,026
Aerospace, Defense & Government	113,114		94,503
Transportation	74,044		62,024
Total net sales	$	436,825	$	385,256

Information about Contract Balances

Amounts billed in advance of services being provided are accounted for as deferred revenue. Nearly all of our deferred revenue balance is related to extended hardware and software maintenance contracts. Payment terms and conditions vary by contract type, although payment is typically due within 30 to 90 days of contract inception. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing.

Changes in deferred revenue, current and non-current, during the three months ended March 31, 2023 were as follows:


	Amount
	(In thousands)
Deferred Revenue at December 31, 2022	$	200,274
Deferral of revenue billed in current period, net of recognition	56,935
Recognition of revenue deferred in prior periods	(45,765)

Foreign currency translation impact	1,593
Balance as of March 31, 2023 (unaudited)	$	213,037

For the three months ended March 31, 2023, revenue recognized from performance obligations satisfied in prior periods (for example, due to changes in transaction price) was not material. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables which are anticipated to be invoiced in the next twelve months are included in "other current assets" on the consolidated balance sheet. Based on the nature of our contracts with customers, we do not typically recognize unbilled receivables related to revenues recognized in excess of amounts billed. For the three months ended March 31, 2023 and December 31, 2022, the amounts recognized that were related to unbilled receivables were not material.

Unsatisfied Performance Obligations

Revenue expected to be recognized in any future period related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, and contracts where revenue is recognized as invoiced, was approximately $118 million as of March 31, 2023. Because we typically invoice customers at contract inception, this amount is included in our current and non-current deferred revenue balances and primarily relates to multi-year payments for hardware service and software service offerings. As of March 31, 2023, we expect to recognize approximately 35% of the revenue related to these unsatisfied performance obligations during the remainder of 2023, 38% during 2024, and 26% thereafter.

Assets Recognized from the Costs to Obtain a Contract with a Customer

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Capitalized incremental costs related to initial contracts and renewals are amortized over the same period because the commissions paid on both the initial contract and renewals are commensurate with one another. Total capitalized costs to obtain a contract were not material during the periods presented and are included in other long-term assets on our consolidated balance sheets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands

Total

Common Stock

Additional-Paid in Capital

Retained Earnings (Deficit)

Accumulated Other Comprehensive Income/(Loss)

Beginning balance (in shares) at Dec. 31, 2021

132,293,898

Beginning balance at Dec. 31, 2021

$ 1,223,697

$ 1,323

$ 1,129,647

$ 112,858

$ (20,131)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

25,236

Other comprehensive (loss) income, net of tax

(2,363)

Issuance of common stock under employee plans (in shares)

354,618

Issuance of common stock under employee plans

9,244

$ 4

9,240

Stock-based compensation

20,055

Repurchase of common stock (in shares)

(772,052)

Repurchase of common stock

(31,455)

$ (8)

(6,593)

(24,854)

Dividends paid

^[1]

(36,976)

Ending balance (in shares) at Mar. 31, 2022

131,876,464

Ending Balance at Mar. 31, 2022

$ 1,207,438

$ 1,319

1,152,349

76,264

(22,494)

Beginning balance (in shares) at Dec. 31, 2022

131,004,965

Beginning balance at Dec. 31, 2022

$ 1,156,124

$ 1,310

1,207,420

(14,741)

(37,865)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

46,929

Other comprehensive (loss) income, net of tax

3,597

Issuance of common stock under employee plans (in shares)

493,415

Issuance of common stock under employee plans

8,956

$ 5

8,951

Stock-based compensation

15,523

Dividends paid

^[1]

$ (36,815)

(36,815)

Ending balance (in shares) at Mar. 31, 2023

131,498,380

Ending Balance at Mar. 31, 2023

$ 1,194,314

$ 1,315

$ 1,231,894

$ (4,627)

$ (34,268)

[1]	Cash dividends declared per share of common stock were $0.28 for the three months ended March 31, 2023 and 2022.

Basis of presentation - Schedule of Other (Expense) Income, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest income	$ 326	$ 46
Interest expense	(8,348)	(1,292)
Gain from equity-method investments	4,800	602
Net foreign exchange loss	(302)	(1,166)
Other	504	1,843
Other (expense) income	$ (3,020)	$ 33

Acquisitions - Narrative (Details) - USD ($) $ in Thousands					3 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Mar. 06, 2023	Mar. 05, 2023	May 02, 2022	Feb. 28, 2022	Mar. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill					$ 630,879	$ 615,734
SET GmbH
Business Acquisition [Line Items]
Cash consideration	$ 24,800
Total cash consideration	2,700
Gain recognized	$ 3,000
Outstanding shares acquired	24.90%
Carrying value of investment		$ 3,000
Goodwill	$ 12,100
Intangible assets	$ 16,000
SET GmbH \| SET GmbH
Business Acquisition [Line Items]
Ownership interest	75.10%
Kratzer Automation AG
Business Acquisition [Line Items]
Ownership interest			100.00%
Cash consideration			$ 56,324
Goodwill			29,223
Intangible assets			25,010
Cash acquired from acquisition			700
Transaction costs			$ 2,200
Net decrease to fair value of total intangible assets acquired						$ 10,000
Kratzer Automation AG \| Developed software
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life			5 years
Heinzinger Acquisitions
Business Acquisition [Line Items]
Cash consideration				$ 22,500
Goodwill				13,500
Intangible assets				7,200
Holdback				$ 3,100
Holdback released					$ 3,100

Comprehensive income (Tables)

3 Months Ended

Mar. 31, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Comprehensive Income (Loss)

The accumulated OCI, net of tax, for the three months ended March 31, 2023 and 2022, consisted of the following:


	March 31, 2023
	(Unaudited)
(In thousands)	Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income/(loss)
Balance as of December 31, 2022	$	(38,250)	$	—	385		$	(37,865)
Current-period other comprehensive income (loss)	4,889		—		207		5,096
Reclassified from accumulated OCI into income	—		—		(1,883)		(1,883)
Income tax benefit	—		—		384		384
Balance as of March 31, 2023	$	(33,361)	$	—	$	(907)	$	(34,268)


	March 31, 2022
	(Unaudited)
(In thousands)	Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income/(loss)
Balance as of December 31, 2021	$	(23,179)	$	—	3,048		$	(20,131)
Current-period other comprehensive (loss) income	(3,805)		—		3,040		(765)
Reclassified from accumulated OCI into income	—		—		(1,173)		(1,173)
Income tax expense	—		—		(425)		(425)
Balance as of March 31, 2022	$	(26,984)	$	—	$	4,490	$	(22,494)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flow from operating activities:
Net income	$ 46,929	$ 25,236
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22,240	21,566
Stock-based compensation	15,558	20,128
Gain from equity-method investments	(4,800)	(602)
Deferred income taxes	(1,944)	(3,615)
Changes in operating assets and liabilities, net of acquisitions	20,723	(66,561)
Net cash provided by (used in) operating activities	98,706	(3,848)
Cash flow from investing activities:
Acquisitions, net of cash received	(22,700)	(17,510)
Capital expenditures	(21,419)	(10,182)
Capitalization of internally developed software	(925)	(187)
Additions to other intangibles	(3,125)	(1,274)
Net cash used in investing activities	(48,169)	(29,153)
Cash flow from financing activities:
Proceeds from revolving credit	0	25,000
Payments on term loan	(6,250)	0
Payments on revolving credit	(20,000)	0
Proceeds from issuance of common stock	8,956	9,244
Repurchase of common stock	0	(31,455)
Dividends paid	(36,815)	(36,976)
Net cash used in financing activities	(54,109)	(34,187)
Effect of exchange rate changes on cash	1,445	(1,035)
Net change in cash and cash equivalents	(2,127)	(68,223)
Cash and cash equivalents at beginning of period	139,799	211,106
Cash and cash equivalents at end of period	$ 137,672	$ 142,883

Debt - Narrative (Details) - Credit Facility - USD ($)	Aug. 24, 2022	Mar. 31, 2023	Dec. 31, 2022
Term Loan
Line of Credit Facility [Line Items]
Effective interest rate		6.30%	5.60%
Debt issuance costs		$ 2,000,000	$ 2,100,000
Unsecured revolving line of credit	$ 500,000,000
Amortization rate percentage	1.25%
Revolving credit
Line of Credit Facility [Line Items]
Effective interest rate			5.70%
Debt issuance costs		$ 1,900,000	$ 2,100,000
Unsecured revolving line of credit	$ 500,000,000
Total leverage ratio	3.50
Leverage ratio for material acquisitions	4.00
Liquidity ratio leverage, minimum	3.00
Revolving credit \| Federal Funds Rate
Line of Credit Facility [Line Items]
Variable interest rate spread	0.50%
Revolving credit \| Minimum
Line of Credit Facility [Line Items]
Quarterly commitment fee	0.15%
Revolving credit \| Minimum \| SOFR Margin
Line of Credit Facility [Line Items]
Variable interest rate spread	0.25%
Revolving credit \| Minimum \| SOFR Plus Margin
Line of Credit Facility [Line Items]
Variable interest rate spread	1.25%
Revolving credit \| Maximum
Line of Credit Facility [Line Items]
Quarterly commitment fee	0.25%
Revolving credit \| Maximum \| SOFR Margin
Line of Credit Facility [Line Items]
Variable interest rate spread	0.75%
Revolving credit \| Maximum \| SOFR Plus Margin
Line of Credit Facility [Line Items]
Variable interest rate spread	1.75%
Line of Credit
Line of Credit Facility [Line Items]
Unsecured revolving line of credit	$ 1,000,000,000
Line of Credit \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Variable interest rate spread	1.00%
Line of Credit \| Minimum
Line of Credit Facility [Line Items]
Default interest rate	2.00%
Letter of Credit
Line of Credit Facility [Line Items]
Unsecured revolving line of credit	$ 25,000,000

Fair value measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Total Assets	$ 10,403	$ 12,324
Liabilities
Total Liabilities	(12,855)	(19,326)
Interest Rate Swap
Liabilities
Derivatives	(2,634)	(1,013)
Foreign Exchange Contract
Liabilities
Derivatives	(10,221)	(18,313)
Level 1
Assets
Total Assets	0	0
Liabilities
Total Liabilities	0	0
Level 1 \| Interest Rate Swap
Liabilities
Derivatives		0
Level 1 \| Foreign Exchange Contract
Liabilities
Derivatives	0	0
Level 2
Assets
Total Assets	10,403	12,324
Liabilities
Total Liabilities	(12,855)	(19,326)
Level 2 \| Interest Rate Swap
Liabilities
Derivatives	(2,634)	(1,013)
Level 2 \| Foreign Exchange Contract
Liabilities
Derivatives	(10,221)	(18,313)
Level 3
Assets
Total Assets	0	0
Liabilities
Total Liabilities	0	0
Level 3 \| Interest Rate Swap
Liabilities
Derivatives		0
Level 3 \| Foreign Exchange Contract
Liabilities
Derivatives	0	0
Derivative \| Interest Rate Swap
Assets
Derivatives	1,954	2,299
Derivative \| Foreign Exchange Contract
Assets
Derivatives	8,449	10,025
Derivative \| Level 1 \| Interest Rate Swap
Assets
Derivatives		0
Derivative \| Level 1 \| Foreign Exchange Contract
Assets
Derivatives	0	0
Derivative \| Level 2 \| Interest Rate Swap
Assets
Derivatives	1,954	2,299
Derivative \| Level 2 \| Foreign Exchange Contract
Assets
Derivatives	8,449	10,025
Derivative \| Level 3 \| Interest Rate Swap
Assets
Derivatives		0
Derivative \| Level 3 \| Foreign Exchange Contract
Assets
Derivatives		$ 0

Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Total net sales based on the timing of transfer of goods or services to customers and geographic region are as follows:


			Three Months Ended March 31,
			(Unaudited)
	2023						2022
(In thousands)
Net sales:	Point-in-Time(1)		Over Time		Total		Point-in-Time(1)		Over Time		Total
Americas	$	152,342	$	25,644	$	177,986	$	132,988	$	26,222	$	159,210
EMEA	94,696		17,484		112,180		79,241		21,129		100,370
APAC	135,649		11,010		146,659		114,995		10,681		125,676
Total net sales(1)	$	382,687	$	54,138	$	436,825	$	327,224	$	58,032	$	385,256
(1): Net sales contains hedging gains and losses, which do not represent revenues recognized from customers. See Note 5 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for more information on the impact of our hedging activities on our results of operations


	Three Months Ended March 31,
(In thousands)	(Unaudited)
Industry Grouping	2023		2022
Portfolio	$	135,910	$	124,703
Semiconductor & Electronics	113,757		104,026
Aerospace, Defense & Government	113,114		94,503
Transportation	74,044		62,024
Total net sales	$	436,825	$	385,256

Schedule of Changes in Unearned Revenue

Changes in deferred revenue, current and non-current, during the three months ended March 31, 2023 were as follows:


	Amount
	(In thousands)
Deferred Revenue at December 31, 2022	$	200,274
Deferral of revenue billed in current period, net of recognition	56,935
Recognition of revenue deferred in prior periods	(45,765)

Foreign currency translation impact	1,593
Balance as of March 31, 2023 (unaudited)	$	213,037

Segment and geographic information- Narrative (Details)	3 Months Ended
Segment and geographic information- Narrative (Details)	Mar. 31, 2023 segment region
Segment Reporting [Abstract]
Number of operating segments \| segment	1
Number of geographic regions company operates in \| region	3

Basis of presentation - Schedule of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Weighted average shares outstanding - basic (in shares)	131,326,000	132,105,000
Plus: Common share equivalents
RSUs & PSUs (in shares)	1,884,000	1,070,000
Weighted average shares outstanding-diluted (in shares)	133,210,000	133,175,000
RSU
Plus: Common share equivalents
Anti-dilutive securities excluded from the computation of diluted EPS (in shares)	69,400	442,000

Basis of presentation (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other (Expense) Income, net

Other (expense) income consisted of the following amounts (in thousands):


	Three Months Ended March 31,
	(Unaudited)
	2023		2022
Interest income	$	326	$	46
Interest expense	(8,348)		(1,292)
Gain from equity-method investments	4,800		602
Net foreign exchange loss	(302)		(1,166)
Other	504		1,843
Other (expense) income	$	(3,020)	$	33

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities on our consolidated balance sheet includes the following amounts (in thousands):


	As of March 31, 2023		As of December 31,
	(unaudited)		2022
Income taxes payable - current	$	85,940	$