UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x]☒] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2017 2021
or
[☐] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number: 0-25426000-25426
NATIONAL INSTRUMENTS CORPORATION
(Exact name of registrant as specified in its charter)
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| | | | |
Delaware | 74-1871327 |
| (State or other jurisdiction of incorporation or organization) | 74-1871327
(I.R.S. Employer Identification Number) No.) |
11500 North MoPac Expressway Austin, Texas
| 78759 |
| Austin, | |
| Texas | |
| (address of principal executive offices) | (zip code) |
Registrant's telephone number, including area code: (512) 683-0100
Securities registered pursuant to Section 12(b) of the Act:
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| | | | | | | |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchangeeach exchange on Which Registeredwhich registered |
| Common Stock, $0.01 par value | NATI | The NASDAQ Stock Market, LLC |
Securities registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [x] No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No [x]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x]No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [x][X]Accelerated filer [ ]☐ Non-accelerated filer [ ]☐ Smaller reporting company [ ]☐ 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. [ ]☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ]☐ No [x]
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant at the close of business on June 30, 2017,2021, was $2,138,334,9923,310,423,839 based upon the last sales price reported for such date on the NASDAQ Stock Market. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the registrant as of June 30, 2017,2021, have been excluded in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive.
At the close of business on February 16, 2018,15, 2022, the registrant had outstanding 131,204,795132,026,680 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant for its Annual Meeting of Stockholders to be held on May 8, 201810, 2022 (the “Proxy Statement”).
Form 10-K
For the Fiscal Year Ended December 31, 20172021
TABLE OF CONTENTS
PART I
This Form 10-Kcontains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). that are subject to risks and uncertainties. Any statements contained herein regarding our future financial performance, operations, strategy and goals relating to Engineering Hope or other matters (including, without limitation, statements to the effect that we “believe,” “expect,” “plan,” “may,” "could," "can," “will,” “intend to”,to,” “project,” “anticipate”,"predict," “anticipate,” “continue,” "strive to," “endeavor to,” "seek to," are committed to,” "remaining committed to,” "focus on,” "are encouraged by," "remain cautious," "remain optimistic," or “estimate”“estimate,” statements of "goals," “commitments,” "strategy," or "visions"; or other variations thereof or comparable terminology or the negative thereof) should be considered forward-looking statements. ActualAll forward-looking statements are based on current expectations and projections of future events. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not guarantees of performance and actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including those set forth under Item 1 under the heading “Risk Factors” beginning on page 13,below and elsewhere in this Form 10-K. Although we believe that the expectations reflected10-K, which could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Actual results could differ materially from those stated or implied by our forward-looking statements, are reasonable, we cannot guarantee future results, levels of activity, performancedue to risks and uncertainties associated with our business or achievements.underlying assumptions or conditions. You should not place undue reliance on any of these forward-looking statements. WeAny forward-looking statement speaks only as of the date on which it is made, and we disclaim any intention or obligation to update information contained inor revise any forward-looking statement.statements, whether as a result of new information, future events or otherwise.
ITEM 1. BUSINESS
Overview
National Instruments Corporation (the “Company”, “NI”, “we”, “us”"Company," "NI," "we," "us" or “our”"our") designs, manufacturesstarted over 40 years ago on an idea of connecting engineers through software. Our founders created technology to connect instruments to computers in order to accelerate the testing and sellsmeasurement of innovative technology, and this was the seed of a philosophy of accelerating innovation that continues to be a driving force of our culture, our business, and our operations today. We strive to enable customers around the world to do their most ambitious work while meeting fast-moving market demands. We provide the integration of modular hardware and open, flexible software systems, to engineersconsistently support organizations’ evolving test and scientistsmeasurement needs. Our hope is that in 100 years’ time, future generations will continue to benefit from the results of the innovation we make possible today.
Our overarching goal, which we call our core strategic vision is to be the leader in software connected automated test and automated measurement systems. This vision provides a framework to help us achieve our financial goals of accelerated growth and enhanced profitability by:
•Delivering value that gives our customers a competitive advantage;
•Providing a differentiated software-defined platform for automated test and automated measurement systems;
•Focusing on industry-specific applications that benefit from our platform's disruptive capabilities;
•Enhancing our system-level offerings to more fully meet customers' enterprise-wide challenges; and
•Aligning resources to the critical needs of our growth strategy to drive efficiency in our cost structure.
In pursuing our vision, we have empowered our team to be deliberate about the market opportunities we pursue to accelerate productivity, innovation and discovery. Our software-centric platform provides integrated software and modular hardware that speedsgrowth by targeting the development ofapplications where we believe our systems needing measurement and control.can provide significant value to our customers. We believe our long-term visiontrack record for innovation and focus on technology supportsour differentiation in the market helps support the success of our customers, employees, supplierscommunity, and stockholders.
People first approach to engineering
Our philosophy of putting the needs of our customers first and elevating the impact of their creativity and innovation is at the heart of how we do business. We are basedutilize our expertise to partner with talented engineers and enterprises around the world to push the limits of innovation. We believe it is a combination of our people, technology and data that make a difference in helping our customers reach speed, scale and efficiency across the product development cycle.
NI is headquartered in Austin, Texas,Texas. We were incorporated under the laws of the State of Texas in May 1976 and were reincorporated in Delaware in June 1994. In March 1995, we completed an initial public offering of our common stock. Our common stock, $0.01 par value, is quoted on the NASDAQ Stock Market under the trading symbol NATI.
Our website is www.ni.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
Industry Background
Engineers and scientists use instrumentation to observe, understand, and manage the real-world phenomena, events and processes related to their industries or areas of expertise. Instrumentation systems measure and control electrical signals, such as voltage, current and power, as well as temperature, pressure, speed, flow, volume, torque, and vibration. Common general-purpose instruments include voltmeters, signal generators, oscilloscopes, data loggers, spectrum analyzers, cameras, and temperature and pressure monitors and controllers. Some traditional instruments are also highly application-specific, designed with fixed functionality to measure specific signals for particular vertical industries or applications. Instruments used for industrial automation applications include data loggers, strip chart recorders, programmable logic controllers (“PLCs”), and proprietary turn-key devices or systems designed to automate or control specific vertical applications.
Systems that perform measurement and control can be generally categorized as test, measurement, and embedded systems.Technology is moving at a very fast pace. Engineers and scientists across many industries are experiencing technology convergence, resulting in increased complexity of their systems. This convergence is evidenced in numerous devices such as cars, smartphones, semiconductors and smart factories.
More and more of the functionality of advanced technologies is being defined in software; therefore, system capabilities are rapidly changing. Engineers designing and testing highly complex systems are striving to create monitoring, control, and test systems that can improve at the rapid rate of technologies and take advantage of industry trends in a way that enables them to get their jobs done faster and more efficiently.
NI has been addressing these industry challenges by creating highly productive systems that can access real world phenomena and can be used through the research, design, test, manufacture, and service phases of a wide variety of products and applications. We believe that by making engineers and scientists more productive, our systems can have a great impact on their businesses.
Our Approach to Measurement and Automation
NI equips engineers and scientists with systems that accelerate productivity, innovation and discovery. Our customers use our platform to develop test, measurement, control and embedded systems across multiple industries from design to production, for advanced research, and to teach engineering and science.
For more than 40 years, NI has been a catalyst in accelerating engineering innovation to meet industry challenges. NI pioneered a software-based approach to test, measurement, and control that has enabled its customers to build systems to meet the unique requirements of their applications. NI hardware and software leverages commercially available technology whenever possible to deliver performance and cost benefits to our customers. Our mission has been to leverage the advancements in these technologies and deliver them to engineers and scientists in a way that accelerates their development of test, measurement, or control systems. NI provides powerful, flexible technology solutions that accelerate productivity and drive rapid innovation. From daily tasks to grand challenges, NI helps engineers and scientists overcome complexity to exceed expectations. Customers in numerous industries—from healthcare and automotive to consumer electronics and particle physics, from 5G to the Industrial Internet of Things and the connected car—use NI’s integrated hardware and software platform.
NI has been on the leading edge of technologies like graphical software, modular hardware standards, and Field Programmable Gate Arrays (“FPGAs”). For example, NI has been at the leading edge of using user-programmable FPGAs to design high-performance measurement and control systems; this capability has enabled the NI platform to become a solution for prototyping the next generation of communications systems in 5G wireless.
Compared with traditional solutions, we believe our products and our platform-based approach provide the following significant benefits to our customers:
Simpler, Faster Development
Customers face changing requirements and technologies while having to create more intelligent systems with fewer resources. Our software-based approach simplifies the complexity of creating these systems by providing higher level interfaces to access changing technology and a way to easily upgrade through software while other fixed function systems require new hardware. When hardware changes are required, our modular, reconfigurable platforms enable users to easily change only the functions they need while preserving software continuity over time. In this way, our graphical system design platform-based approach can accelerate the development of systems that need measurement and control.
Performance and Efficiency
Our software brings the power of commercial computers, handheld devices, networks and the Internet to instrumentation and embedded devices. With features such as graphical programming, automatic code generation, graphical tools libraries, ready-to-use example programs, libraries of specific instrumentation functions, and the ability to deploy applications on a range of platforms, scientists and engineers can quickly build a system that meets individual application needs. Because the continuous performance improvement of personal computers (“PCs”), FPGAs and networking technologies are the core platforms for our approach, scientists and engineers can quickly realize direct performance benefits, faster execution for measurement and automation applications, shorter test times, faster automation, higher performing embedded systems and higher manufacturing throughput.
Modularity, Reusability and Reconfigurability
Our products include reusable hardware and software modules to provide considerable flexibility in configuring systems. This ability to reconfigure measurement and automation systems allows users to quickly adapt their systems to new and changing needs, eliminate duplicated programming efforts, and ultimately improve their efficiency and productivity. In addition, these features help protect both hardware and software investments against obsolescence.
Lower Total Solution Cost
NI solutions offer price to performance and energy-efficiency advantages over traditional proprietary systems. Graphical system design allows customers to equip powerful industry-standard computers, with reusable system design software and modular cost-effective hardware. In addition, these systems give engineers and scientists the flexibility and portability to adapt to changing needs, while offering a smaller form factor that occupies less space on the manufacturing floor and consumes less energy than traditional instrumentation equipment.
Products, Technology, and Services
Our commitment to innovation and continuous improvement has been a core value for us for over 40 years. Below is an overview of our products, technology and services.
Software
NI software is the key differentiator of our platform. Software is critical to the success of our customers as industry trends elevate the need for test and require more data insights to better predict how products will perform in market.
We offer an extensive linehave empowered hundreds of measurement, automationthousands of loyal users of LabVIEW, a unique graphical software platform optimized for engineers, and control productsnumerous other application software tools. We have consistently invested to work either separately, as stand-alone products or as an integrated system; however, customers generally purchasemaintain and strengthen our software platform to provide a simplified user interface, faster time-to-test, modern web- and cloud-enabled capabilities, and the ability to quickly create application-specific software tools.
The NI software platform spans the full range of customer needs, from high-performance driver software for NI hardware together. We believeto general-purpose development tools that allow customers to create their own IP to higher-level software products that directly meet targeted customer applications. A hallmark of the flexibility, functionalityNI software platform is the integration of NI and ease of use of our system design software promotes sales of our otherthird-party software and hardware products. We offer volume licensinghardware.
NI provides a wide variety of software tools for programming automated test and automated measurement applications. This software offering includes:
Programming Environments
•NI LabVIEW - a graphical programming approach that helps customers maximize their system investment by reducing total costvisualize every aspect of ownershipthe application, including hardware configuration, measurement data, and simplifying their software standardization, budgeting, purchasingdebugging. This visualization makes it simple to integrate measurement hardware from various vendors, represent complex logic on the diagram, develop data analysis algorithms, and upgrading efforts.design custom engineering user interfaces.
System Design Software
For more than 30 years, •NI has invested in its flagship software product, LabVIEW, which NI believes is the ultimate system design softwareLabWindows/CVI - an ANSI C integrated development environment and engineering toolbox with built-in libraries for measurement, automationanalysis, and control. LabVIEW promotes problem-solving, accelerates productivity, and empowers innovation. With LabVIEW, users program graphically and can design custom virtual instruments by connecting graphical icons with software wires to create “block diagrams” which are natural design notations for scientists and engineers. Users can customize front panels with knobs, buttons, dials and graphs to emulate control panels of instruments or add custom graphics to visually represent the control and operation of processes.engineering UI design.
LabVIEW is a comprehensive development environment with hardware integration and wide-ranging compatibility that engineers and scientists need to design and deploy measurement, automation and control systems. The LabVIEW programming environment is graphical, with engineering-specific libraries of software engineering functions and hardware interfaces. It also offers data analysis, visualization, and sharing features. Engineers and scientists can bring their vision to life with LabVIEW, and have access to a vast ecosystem of partners and technology alliances, and a global and active user community. When customers use LabVIEW, combined with the modular hardware approach with •NI data acquisition, NI CompactRIO and PCI Extensions for Instrumentation (“PXI”) platforms, they are able to quickly integrate system components and do their jobs faster, more efficiently, and at a lower cost.
In 2017, NI introduced the next version of its flagship software product, LabVIEW NXG. This version reduces time to measurement with data acquisition devices and benchtop instruments with engineering workflows for acquiring and visualizing data sets. When needed, customers can transition to a development approach to customize their test and measurement systems.
LabVIEW Real-Time and LabVIEW FPGA are strategic modular software add-ons to LabVIEW. With LabVIEW Real-Time, the user can easily configure their application program to execute using a real-time operating system kernel instead of a general purpose operating system, so users can easily build deterministic solutions. In addition, with LabVIEW Real-Time, users can easily configure their programs to operate remotely on embedded processors in PXI-based systems, on embedded processors inside NI CompactRIO distributed I/O systems, or on processors embedded on plug-in PC data acquisition boards. With LabVIEW FPGA, the user can configure their application to execute directly in silicon via an FPGA residing on one of our reconfigurable I/O hardware products. LabVIEW FPGA allows users to build their own highly specialized, custom hardware devices for ultra high-performance requirements or for unique or proprietary measurement or control protocols.
The LabVIEW Communications System Design Suite is a targeted version of LabVIEW that we built specifically for wireless prototyping. This customized version includes new workflows, specialized IP, and offers a design environment closely integrated with NI software defined radio (“SDR”) hardware for rapidly prototyping communications systems including FPGA-based SDR hardware. LabVIEW Communications simplifies the design process that is complicated by today’s disparate hardware and software tools. Users define and manage the entire prototyping process with a single design tool, and rapidly deploy new algorithms to hardware. LabVIEW Communications also provides a plug-in architecture to offer productive starting points with open application frameworks for LTE, 802.11 and other key standards.
Programming Tools
In addition to LabVIEW, NI offers LabWindows/CVI and Measurement Studio as alternative programming environments. LabWindows/CVI users use the conventional, text-based programming language- a suite of C.NET tools designed for creating test and control applications. LabWindows/CVI also provides a Real-Time module to allow for C-based development of real-time systemsbuilding engineering applications in automated test applications. Measurement Studio consists of measurement and automation add-on libraries and additional tools for programmers who prefer Microsoft’sMicrosoft Visual Studio development environments.to acquire, analyze, and display measurement data.
Application Software
•NI offers a suite ofTestStand - application software products, including NI TestStand, NI VeriStand, NI DIAdem, NI InsightCM Enterprise and NI Multisim, which are complementary to LabVIEW, LabWindows/CVI, Measurement Studio and certain third-party software.
NI TestStand. NI TestStand is targeted for automated test and automated measurement applications in a manufacturing environment. NI TestStand is a test management environment for organizing, controlling, and running automated prototype, validation, and manufacturing test systems. It also generates customized test reports and integrates product and test data across the customers’ enterprise and across the Internet. NI TestStand manages tests that are written in LabVIEW, LabWindows/CVI, Measurement Studio, C and C++, and Microsoft Visual Basic, so test engineers can easily share and re-use test code throughout their organization and from one product to the next. NI TestStand is a key element of our strategy to broaden the reach of our application software products across the corporate enterprise.
NI VeriStand.•NI VeriStand is- a ready-to-use software environment for configuring real-time testing applications, including hardware-in-the-loop (“HIL”) test systems. With NI VeriStand, users configure real-time I/O, stimulus profiles,
•Flexlogger - application software optimized for quick sensor configuration and data logging alarming,of mixed signals to verify electromechanical systems.
•NI InsightCM Enterprise - a software solution with tightly integrated hardware options for monitoring ancillary rotating equipment.
Operations Management and other tasks; implement control algorithms or system simulations by importing models from a variety of software environments; build test system user interfaces quickly; and add custom functionality using NI LabVIEW, NI TestStand, and other software environments.Analytic Enterprise Software
•NI DIAdem. NI DIAdem offers users - configuration-based technical data management, analysis, and report generation tools to interactively mine and analyze engineering and measurement data.
•NI DIAdem helps users make informed decisions and meet the demands of today’s testing environments, which require quick access to large volumes of scattered data, consistent reporting,SystemLink - systems management and data visualization.
NI InsightCM Enterprise. NI InsightCM Enterprise is a software solution with tightly integrated hardware options for monitoring critical and ancillary rotating equipment. With this solution, a user can acquire, analyze, and visualize data from a wide breadth of sensors to interpret the health of the user’s machines with confidence. Companies can use this cost-effective, open, and flexible solution to monitor a larger percentage of their fleet and meet evolving maintenance requirements.
NI Multisim Circuit Design Software. NI Multisim is an advanced simulation environment utilizing the industry-standard Simulation Program with Integrated Circuit Emphasis (“SPICE”) framework. It is the cornerstone of the NI circuits teaching solution to build expertise through practical application in designing, prototyping, and testing electrical circuits.
NI SystemLink. NI SystemLink is a systems managementcollection software that enables the mass coordination of connected devices, software deployments, and data communications throughout a distributed system. It provides centralized managementdeployment of test assets.
•NI Optimal Plus - Production data pipeline and analytics tools to generate insights and deploy product manufacturing actions that improve product performance, quality, output and cost.
The power of our open platform
Across the world, software connections are driving our innovation. We have made significant investments in software interfaces so customers can integrate NI-based solutions into their existing architectures of preferred development tools (such as Python, Linux, C++, Mathworks, MATLAB & Simulink, Microsoft Visual Studio, .NET) and data analytics services. This flexibility allows for a seamless integration into legacy systems, while also leveraging previous work for a more complete final solution. Users can do more with our platform to develop automated, standardized, and efficient test and measurement applications and better connect the data output from those applications to a broader network of manufacturing data. This collective and open approach can deliver the right solution for customers at an effective cost of deployment.
Over the past few years, we have demonstrated our commitment to the excellence of this software ecosystem by modernizing our flagship software, LabVIEW, while also expanding our platform by acquiring and integrating software capabilities in focus areas such as transportation, as highlighted by our 2021 acquisition of monoDrive, a provider of ultra-high fidelity simulation software for distributedadvanced driver-assistance systems ("ADAS"), and data analytics, as highlighted by our 2020 acquisition of OptimalPlus Ltd. ("OptimalPlus"), which provide customers with the needed capabilities to manage the increasing complexity and cost of their test and measurement operations. Focused on business critical actions and control solutions. A web application lets users manage a groupinsights, our platform aims to support efficient use of networked systems with functions that include software deployment, device configuration,operational assets and diagnostics. SystemLink also provides scalable data servicesuse advanced product manufacturing analytics to maximize product performance and LabVIEW application programming interfaces.overall business outcomes.
Modular Hardware Products
We provide modular instrumentation that offers our customers the ability to create their own unique programmable, flexible and Related Driver Software
Using cutting-edge commercial technology, such aslow-cost solutions. We believe our modular instrument approach enables us to grow our sales in the latest microprocessors, Analog to Digital Converters (“ADCs”), FPGAs,automated validation and PC busses, our hardware delivers modularautomated production test market by delivering more test coverage and easy-to-use solutions for a wide range of applications – from automated test and data logging to industrial control, and embedded design. Our hardware and related driver software products include data acquisition (“DAQ”), PXI chassis and controllers, modular instruments, image acquisition, motion control, distributed I/O, industrial communications interfaces, General Purpose Interface Bus (“GPIB”) interfaces, embedded control hardware/software and VME Extension for Instrumentation (“VXI”) Controllers. The high level of integration among our products provides users with the flexibility to mix and match hardware components when developing custom virtual instrumentation systems.
Data Acquisition (DAQ) Hardware/Driver Software.Our DAQ hardware and driver software products are “instruments on a board” that users can combine with sensors, signal conditioning hardware and software to acquire analog data and convert it into a digital format that can be accepted by a computer. Computer-based DAQ products are typically a lower-cost solution than traditional instrumentation and exploit the processing power, display, and connectivity capabilities of industry-standard computers. Applications suitablealternative for automation with computer-based DAQ products are widespread throughout many industries, and many systems currently using traditional instrumentation (either manual or computer-controlled) could be displaced by computer-based DAQ systems.our customers. We offer a range of computer-based DAQ productstwo primary hardware form factors, PXI and NI C-series, both with a variety ofmodular input/output ("I/O") approach in addition to industry standard PCI form factors and degrees of performance. In 2006, we introducedfactors. The NI CompactDAQ, a rugged, portable, USB data acquisition system designed for high-performance mixed-signal measurement systems. Since its introduction, we have expanded the CompactDAQ platform with wireless and Ethernet technologies that have extended the reach of computer-based DAQ from across the lab to around the world. The platform also offers high-performance stand-alone systems for embedded measurement and logging. NI DAQ products also include X Series DAQ which delivers state-of-the-art measurement, generation, timing and triggering on a single device.
PXI Modular Instrumentation Platform. Our PXI modular instrument platform, which was introduced in 1997, is a standard PC packagedarchitecture in a small, rugged form factor with expansion slots and instrumentation extensions for timing, triggering and signal sharing. ItThe NI PXI combines mainstream PC software and PCI hardware with advanced instrumentation capabilities. In essence, PXIThe NI C-series platform, used in our CompactRIO and CompactDAQ products, is an instrumentation PC with several expansion slots supporting complete system-level opportunitiesa rugged, high-performance I/O and delivering a high percentage of the overall system content using our products. We continue to expand our PXI product offerings with new modules, which addressprocessing platform used in a wide variety of measurement and automationdata acquisition applications. The PXI platform is now a testing standard, with a wide array of companies developing applications on the platform and investing in its future through the PXI System Alliance (“PXISA”). In 2006, we introducedWe believe our first PXI Express products which provide backward software compatibility with PXI while providing advanced capabilities for high-performance instrumentation, such as RF instrumentation and wireless design and wireless test applications. Today, we have an expanding portfolio of PXI Express products that are further expanding the capabilities of this important platform.
Modular Instruments. We offer a variety of modular instrument devices used in general purpose test and communication test applications. These devices include digitizers, digital multimeters, signal generators, RF analyzers/generators, power supplies, source measurement units and switch modules that users can configure through software to meet their specific measurement requirements. Because these instruments are modular and software-defined, they can be quickly interchanged and easily repurposed to meet evolving test needs. Additionally, our modular instruments provide high-speed test execution by harnessing the power of industry-standard PCs, FPGAs and advanced timing and synchronization technologies. Options are available for a variety of platforms including PXI, PXI Express, PCI, PCI Express, and USB.
Machine Vision/Image Acquisition. Our machine vision platform includes a range of hardware platform options, from embedded NI Smart Cameras that integrate the sensor and processor in a single package to plug-in boards for PCI and PXI systems. We offer two scalable software options for use across the entire NI vision hardware portfolio. A user can configure a system with NI Vision Builder for Automated Inspection, an easy-to-use, stand-alone package for machine vision, or program it using the NI Vision Development Module, a comprehensive library of imaging functions. With NI Vision hardware, a user can build high-performance, PC based systems using the latest processor techniques with NI Frame Grabbers, save on cost and space by combining an image sensor and real-time embedded processors into one rugged, industrial package with NI Smart Cameras, or harness multicore performance with fanless designs, connectivity to multiple cameras and reconfigurable digital I/O with NI Vision systems.
Motion Control. By integrating flexible software with high-performance hardware, our motion control products offer a powerful solution for motion system design. From automating test equipment and research labs to controlling biomedical, packaging, and manufacturing machines, engineers use our motion products to meet a diverse set of application challenges. Our software tools for motion easily integrate with our other product lines, so users can combine motion control with image acquisition, test, measurement,C-series data acquisition and automation to create robust, flexible solutions. We introducedcontrol products provide unique value where diverse I/O is needed, and we believe that we can expand our first line of motion controluser base through new distributed and rugged products.The NI PXI and C-series platforms include field programmable gate array ("FPGA") technology, providing customers programmable hardware softwarecapability that provides high performance and peripheral products in 1997.
NI LabVIEW Reconfigurable I/O (RIO) Architecture. NI reconfigurable I/O (RIO) hardware combinedis user-customizable with NI LabVIEW software.
Increasingly, our customers’ applications demand more system design software provides a commercial off-the-shelf solution to simplify development and shorten time to market when designing advanced measurement and control systems. All RIO hardware systems, which include CompactRIO, NI Single-Board RIO, NI System on Module, R Series boards and PXI-based FlexRIO products, feature a standard, high-performance architecturecapabilities that combines a powerful floating-point processor, reconfigurable FPGA, and modular I/O. Engineers can program all RIO hardware components with LabVIEW, including the LabVIEW FPGA Module, to rapidly create custom timing, signal processing and control for I/O without requiring expertise in low-level hardware description languages or board-level design. NI provides a breadth of RIO hardware targets that provide varying degrees of performance, cost, I/O rates, and ruggedness, to meet a wide variety ofmore closely match their application needs. NI first released its LabVIEW RIO architectureWe have continually evolved our offering to include highly innovative products and application-specific systems. One example in 2003 with its first R Series PXI plug-in board along with its first CompactRIO rugged, high-performance embedded system.
Industrial Communications Interfaces. In 1995, we began shipping interface boards for communicating with serial devices, such as data loggers and PLCs targeted for industrial/embedded applications, and benchtop instruments, such as oscilloscopes, targeted for test and measurement applications. We offer hardware and driver software product lines for communication with industrial devices—Controller Area Network (“CAN”), DeviceNet, Foundation Fieldbus, and RS-485 and RS-232.
GPIB Interfaces/Driver Software. We began selling GPIB products in 1977 and are a leading supplier of GPIB interface boards and driver software to control traditional instruments. These traditional instruments are manufactured by a variety of third-party vendors and are used primarily in test and measurement applications. Our diverse portfolio of hardware and software products for GPIB instrument controlthe semiconductor industry is available for a wide range of computers. Our GPIB product line also includes products for controlling GPIB instruments using the computer’s standard parallel, USB, Ethernet, and serial ports.
NI Semiconductor Test System. Theour NI Semiconductor Test System (“STS”("STS") series, which combines NI modular instrumentation and system designwith NI software for RFradio frequency ("RF") and mixed-signal production test. These systems featuretesting. The STS features fully production-ready test systems that use NI technology in a form factor suitable for a semiconductor production test environment. The STS combines the NI PXI platform,hardware, TestStand test management software, and LabVIEW graphical programming software inside a fully enclosed test head. Its “tester in a head”The compact STS design houses all the key components of a production tester. Its compact design eliminatestester while using a fraction of the extra floor space, power, and maintenance typically required by traditional automated test equipment testers.equipment. With the open, modular design, engineers can take advantage of the latest industry-standardindustry standard PXI modules for more instrumentation and computing power.
We are seeing a similar need for application specific systems in the Transportation industry. With the increase in both the volume and complexity of electrical components in vehicles, NI Education Platform
customers need to increase production test capacity while minimizing costs. The NI education platform combines software, hardware and courseware designed to create engaging, authentic learning experiences that prepare students forECU Test System (ECUTS) reduces the next generationcost of innovation. We have a continuum of products designed for education that allows students to start learning at the primary and secondary school levels using the programming language and platform they will usetest by testing multiple engine control units (ECUs) in engineering classes at the university level, for post-graduate research, andparallel in the industry once they enter the engineering workforce. Our cost-effective, scalable solutions offer academic institutions flexible integration across multiple sciencesame or similar footprint to traditional test systems. This system is defined by software and engineering disciplines.
Software Products for Teaching
NI Multisim Circuit Design Software. NI Multisim is an advanced simulation environment utilizing the industry-standard SPICE framework. It is the cornerstone of the NI circuits teaching solution to build expertise through practical application in designing, prototyping, and testing electrical circuits. Developed for the educator who needs to teach all aspects of circuits and electronics, Multisim Education Edition provides the ability to seamlessly move students from theory to simulation to the lab. Regardless of the application area, the powerful environment offers students the ability to visualize and interact with circuit theory and equations and focus on course-specific concepts with SPICE simulation.
NI LabVIEW for Education. LabVIEW is a graphical system design environment used on many campuses all over the world to deliver hands-on learning to the classroom, enhance research applications, and foster the next generation of innovation. By teaching with LabVIEW, educators help students accomplish hands-on and system-based learning in a single environment with skills and methods they will use in their careers. With built-in I/O integration and instrument control, thousands of functions for math and signal processing, user interfaces to visualize and explore data, and deployment to multiple hardware targets, students access the power of graphical system design and can go from concept to prototype in one semester.
LabVIEW for LEGO® MINDSTORMS®. This version of LabVIEW is specifically designed to extend the LEGO MINDSTORM set’s teaching power, making it easier, and more fun, to manage robotics projects. This easy-to-learn programming environment provides access to tools exclusive to the NI Education Platform. LabVIEW for LEGO MINDSTORMS helps prepare students for university courses and engineering careers where LabVIEW is already in use.
Hardware Products for Teaching
National Instruments Educational Laboratory Virtual Instrumentation Suite (“NI ELVIS”). The NI ELVIS measurement and prototyping platform delivers hands-on lab experience with an integrated suite of the most commonly used instruments in one compact form factor specifically designed for education. Based on industry-standard NI LabVIEW graphical system design software, NI ELVIS, with powerful data acquisition and USB plug-and-play capabilities, offers users the flexibility of virtual instrumentation and allows for quick and easy measurement acquisition and instrumentation across multiple disciplines.
NI myDAQ Measurement and Instrumentation Device. This powerful, portable device allows students to measure and analyze the world around them. It is engineered to work with LabVIEW right out of the box. A user can start simply, with built-in virtual instruments, or get creative and connect the user’s own sensors and controls. NI myDAQ combines hardware with eight ready-to-run software-defined instruments, including a function generator, oscilloscope, and digital multimeter (“DMM”); these software instruments are also usedbuilt on the NI ELVISmodular hardware platform sowhich increases flexibility for our customers and protects against rapid requirements changes in the lab experience can be extendedfuture. In addition, electrification has become a major trend in the automotive industry and battery technology is a major contributor to experiments anywhere, anytime. With NI LabVIEW graphical system design software, users can extendelectric vehicle capabilities such as range, performance, and charging time. Battery technology is also changing rapidly and requires long test cycle times during the instrument functionality into hundreds of custom applications.
NI myRIO. NI myRIO places dual-core real-time processing and FPGA customizable I/O into the hands of students. With its onboard devices, seamless software experience, and library of courseware and tutorials, NI myRIO provides an affordable tool that students can use to do real engineering in one semester. This device gives students the opportunity to learn on the same device that they will later use to build projects. Using industry-standard technology in a portable form factor, students can explore a variety of engineering concepts that scale to real-world projects.
NI roboRIO. NI roboRIO is built for advanced robotics and gives users the ability to quickly connect and change the components they need to build and test advanced systems. With the integration of LabVIEW graphical programming capabilities, NI roboRIO becomes a customizable controller for various applications.
NI Universal Software Radio Peripheral (“USRP”).development process. The NI USRPBattery Test System (BTS) automates the process of testing battery performance during design validation by providing a system-level starting point for the most common battery cycle tests and is an affordable, flexible radio that turns a standard PC into a wireless prototyping platform. The NI USRP platform offers a new approachconfigurable for rapidly adjusting to RFunique testing requirements in order to accelerate the design process. Our acquisition of NH Research, LLC ("NHR") in the fourth quarter of 2021 and communications education, which has traditionally been limited to a focus on mathematical theory. With NI USRPour expected acquisition of Heinzinger Automotive GmbH will also expand NI’s EV, battery, and LabVIEW, students gain hands-on experience exploring a working communications systemsustainable energy portfolio, thereby providing customers with live signals to gain a better understandingcritical power-level test capabilities.
Services and practical implementation.Support
NI Services
NI providesWe provide global services and support as part of itsour commitment to itsour customers’ successsuccess. Our services and support have always played a key role in efficiently buildinghelping our customers to design, deploy and maintaining high-quality measurementcreate. Our services and controlsupport team is comprised of highly qualified engineers and experts who help our customers to meet their application needs. Our Integrated Engineering Services offering supports integration of our standard products with custom hardware and software solutions to meet the specific requirements of our customers. Our Methodology Consulting Services offering provides strategic guidance to our customers to assess, design and implement solutions to enhance their processes. With direct operations in approximately 40 countries, NI has local market expertise, on-site services, and technical support to enable customer success.
Through our ecosystem with an active community of software developers and over 1,000 National Instruments Partners around the world we are able to deliver solutions tailored to customer needs. Our National Instruments Partners have deep knowledge of NI systems using graphical system design.and the rich domain expertise to connect the right technologies, strategies, and support based on customers’ business needs.
We also offer software maintenance services, hardware services and maintenance and training certification.
Software Maintenance Services
Software Services for End Users: Our Standard Service Program provides our end users with support services through a software maintenance contract. The Standard Service Program is designed to help ensure that our end users are successful with our products by providing the end user with regular product upgrades and service packs, professional technical support from local engineers, 24-hour-a-day access to self-paced online product training, and access to older versions of their licensed NI software.
Volume Licensing for Account-Level Services: Our NI Volume License Program (“VLP”) and Enterprise Agreements (“EAs”) are designed to meet the needs of the business in addition to the needs of each end user. In addition to access to the Standard Service Program for each end user, businesses that take advantage of the VLP and EAs receive account-level benefits designed to help effectively manage their software assets and lower their total cost of ownership.
Hardware Services and Maintenance
System Configuration
Warranty and Deployment. OurNI System Assurance Program provides a fast, easy wayRepair. We offer standard and extended warranties to gethelp meet project life-cycle requirements and provide repair services for our customers' new NI systems upproducts, express repair, and running. Our trained technicians install software and hardware and configure our customers’ PXI, PXI/SCXI combination, and NI CompactRIO system to their specifications.advance replacement services.
Calibration. To help our customers’ calibration needs, NI provides calibration solutions, including recalibration services, manual calibration procedures, and automated calibration software. In 2011, the American Association for Laboratory Accreditation (A2LA) accredited NI Calibration Services Austin to one of the highest international calibration standards in the industry, ISO/IEC 17025:2005 (“17025”). We now offer 17025 calibration services for OEMsoriginal equipment manufacturers ("OEMs") and other organizations seeking to maintain their compliance with the strictest governmental, medical, transportation and electronics regulations. The 17025 calibration service offering is designed for companies standardizing their automated test and measurement systems on PXI modular instrumentation, which provides some of the most advanced technology for addressing the latest engineering challenges.
Warranty
System Configuration and Repair.Deployment: We offer standardservices to provide a fast, easy way to get our customers' new NI systems up and extended warrantiesrunning. Our trained technicians install software and hardware and configure our customers’ PXI, and NI CompactRIO system to help meet project life-cycle requirements and provide repair services for our products, express repair, and advance replacement services.their specifications.
Software Maintenance Services
Software Services for End Users: Our Standard Service Program (“SSP”) is designed to help ensure that our end users are successful with our products. This software maintenance contract provides the end user with regular product upgrades and service packs, professional technical support from local engineers, 24-hour a day access to self-paced online product training, and access to older versions of their owned software.
Volume Licensing for Account-Level Services: Our NI Volume License Program (“VLP”) and Enterprise Agreements (“EAs”) are designed to meet the needs of the business in addition to the success of each end user. On top of access to the SSP program for each end user, businesses that invest in the VLP and EA programs receive account-level benefits designed to help effectively manage their software assets and lower their total cost of ownership.
Training and Certification
NI Training Program. NI training helps the customer build the skills to more efficiently develop robust, maintainable applications, and certification confirms the customer’s technical growth and skill using NI software.applications. We offer fee-based training classes and self-paced online training for many of our software and hardware products. On-site courses are quoted per customer requests and we include on-lineonline course offerings with livereal-time teachers.
NI Certification Program. We offer programs to certify programmers and instructors for our products. Our certification program demonstrates our customers have the skills needed to create high-quality applications with NI software.
Markets and Applications
Our products are used across many industries
NI invests to enhance our offerings in a variety of applications including research and development, simulation and modeling, product design, prototype and validation, production testing and industrial control and field and factory service and repair. We servesoftware connected systems in the following industries and applications worldwide: advanced research, automated test equipment, automotive, commercial aerospace, computerssemiconductor and electronics, consumer electronics, continuous process manufacturing, education, government/transportation and aerospace, defense, medical research/pharmaceutical, power/energy, semiconductors, telecommunications and others.
Customers
government ("ADG") industries. We haveare able to leverage the investments in these areas to serve a broad base of diverse customers in the other industries we serve.
•Semiconductor and Electronics
Within the semiconductor & electronics industries, customers are facing a rapid increase in complexity and intense time to market pressures. We are investing to increase our ability to deliver flexible, automated test, and measurement solutions that scale from characterization to production and from wafer to electronic device. This will help to meet the business needs of integrated circuit ("IC") and electronic device manufacturers. IC makers are pressured to deliver more integrated solutions, ensure high levels of quality and reliability, remain cost competitive, and shorten time to market to meet tight market windows. We continue to innovate with solutions that span our customers' product development lifecycle, focused on helping R&D organizations shorten their time to market and helping manufacturing organizations address the cost and complexity of testing driven by the next generation of smart devices.
•Transportation
The automotive industry is evolving to include electrification and ADAS. New test challenges and requirements are coming faster than ever before and we believe customers see benefits in NI’s adaptable technologies. Our open and easily upgradable automated test and measurement systems give customers the flexibility to meet their needs when faced with rapidly changing requirements and tight budgets. As vehicles move towards autonomous capability, there is growing need for hardware-in-the loop (HIL) test capability to validate and verify functionality of ADAS systems, which are anticipated to play a central role for autonomous driving. Our HIL offerings allow customers to accelerate test deployment earlier in the development cycle, while minimizing the costs compared to more traditional testing approaches and expanding test scenarios that are performed in lab and simulation. Our platform-based approach provides flexibility and scalability to address rapid changes in requirements and technology.
•Aerospace, Defense and Government
Over the years we have built a deep understanding of how to help our ADG customers optimize test strategies to meet increasingly demanding technical and business requirements. We help our customers control their proprietary IP through our software offering while meeting their demands for highly customized and long life-cycle systems. Our adaptive, open technologies are designed to reduce the cost of maintenance and support by proactively managing technology insertion and life-cycle management strategies. Our combination of flexible hardware and open software also allows for rapid prototyping and validation of new technologies, helping reduce the time to innovate. This is particularly important as our customers' devices increasingly feature embedded software that requires real-time, system-level testing that is difficult to adapt with proprietary systems or difficult to maintain with in-house designs. These applications are well suited to our high performance software. All of these benefits become even more impactful in fast moving, innovative areas such as commercial space.
•Portfolio
For more than 40 years, we have enabled engineers to develop and deliver increasingly complex solutions across life science, electrical equipment, energy, research and other industries. Our portfolio customers feel pressure to deliver the benefits of digital transformation and have an urgent need to improve product quality, shorten time to market and improve operational efficiency through data. Across our focus areas of research and validation, production test, predictive maintenance, and analytics, we see customers prioritizing performance, standardization and insights across the product lifecycle. These needs align to the strength of NI's adaptive automated test and measurement capability and our investments in easier-to-use systems, our highly adopted software toolchain, and expanded digital and distribution channels to accelerate customer success at scale.
Our Customers
We continue to have a broad, diverse sets of customers with over 35,000 customerscustomer accounts worldwide, with no customer accounting forrepresenting more than 3% of our salesrevenues in 2017, 2016, and 2015.each of the past three years.
Marketing
Through our worldwide marketing efforts, we strive to educate engineers and scientists about the benefits of our platform-based approach, products and technology, and to highlight the performance and cost advantages of our products. We also seek to present our position as a technology leader among producers of instrumentation software and hardware and to help promulgate industry standards that can benefit users of computer-based instrumentation.
We reach our intended audience through our website at ni.com as well as through the distribution of written and electronic materials including demonstration versions of our software, participation in tradeshows and technical conferences and training and user seminars.
We actively market our products in higher education environments, and we identify many colleges, universities and trade and technical schools as key accounts. We offer special academic pricing and products to enable universities to utilize our products in their classes and laboratories. We believe our prominence in the higher education area can contribute to our future success because students gain experience using our products before they enter the work force.
Sales and Distribution
We distribute and sell our software and hardware products primarily through a direct sales organization. We also use independent distributors, OEMs, VARs,value-added resellers ("VARs"), system integrators and consultants, each of whom we refer to as partners, to market and sell our products.
We continue to focus on scale and efficiency in serving our broad base of customers. Our focus to streamline the process of doing business with NI means both reducing our costs and improving the experience of the large number of smaller accounts we serve. This includes investment in ni.com for a better digital experience and significantly expanding the usage of our distributor channel in 2021 and beyond. We believe increasing sales through our partner ecosystem will allow us to maintain and expand our presence within certain markets while also creating more opportunities for our direct sales force to support proactive engagement with our larger accounts where we can deliver value through our application-specific system offerings that leverage our platform.
We have sales and support offices in the U.S. and sales offices and distributors in key international markets.approximately 40 countries. Sales outside of the U.S. accounted for approximately 63%61%, 63% and 62%,63% of our revenues in 2017, 2016,2021, 2020 and 2015,2019, respectively. The vast majority of our foreign sales are denominated in the customers’ local currency, which exposes us to the effects of changes in foreign currency exchange rates. We expect that a significant portion of our total revenues will continue to be derived from international sales. (See Note 13 – Segment and geographic information of Notes to Consolidated Financial Statements for details concerning the geographic breakdown of our net sales and long-lived assets.)
We believe the ability to provide comprehensive service and support to our customers is an important factor in our business. We generally permit customers to return products within 30 days from receipt for a refund of the purchase price less a restocking charge. Our hardware products are generally warranted against defects in materials and workmanship for one year from the date we ship the products to our customers. Historically, warranty costs and returns have not been material.
The marketplace for our products dictates that many of our products be shipped very quickly after an order is received. As a result, we are required to maintain significant inventories. Therefore, inventory obsolescence is a risk for us due to frequent engineering changes, shifting customer demand, the emergence of new industry standards and rapid technological advances including the introduction by us or our competitors of products embodying new technology. We strive to mitigate this risk by monitoring inventory levels against product demand and technological changes. Additionally, many of our products have interchangeable parts and many have long lives. There can be no assurance that we will be successful in these efforts in the future.
Our foreign operations are subject to certain risks set forth under Item 1A, Risk Factors, “We are Subject to Various Risks Associated with International Operations and Foreign Economies.”
See also discussion regarding fluctuations in our quarterly results and seasonality in ITEMItem 1A, Risk Factors, “Our Revenues are Subject to Seasonal Variations.”
We have one operating segment and one reporting unit. Our chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. For information regarding revenue, results of operations, and total assets for each of our last three fiscal years, please refer to our financial statements included in this Form 10-K and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Form 10-K.
Marketing
We bring our in-depth knowledge of leading-edge technology trends to the professional engineering community throughout the year, achieving significant customer reach at our premier global events, NI Connect, NIDays Europe and NIDays Asia. We engage a broad audience and partner with our direct sales force to help strengthen customer relationships at all levels of the account. We expand our reach through thought leadership and content on our website at ni.com, gaining exposure through online webcasts, blogs and social media. We also participate actively in conversations in the technology community through industry tradeshows, technical conferences, trainings and user seminars, both in person and virtually.
Competition
The markets
We operate in which we operate are characterized by intensea highly competitive market, with competition from numerousoffering products and solutions specific to industries and applications. Different competitors some of which are divisions of large corporations having far greater resources than we have, and we may face further competition from new market entrants in the future. A key competitor is Keysight Technologies Inc. (“Keysight”) which was formerly part of Agilent. Keysight offersoffer hardware, and software products that provideor solutions that directly compete with different aspects of our virtual instrumentation products including its own line of PXI based hardware.business. Key competitors include Advantest, Anritsu, Fortive, Keysight, is aggressively advertisingRohde & Schwarz, and marketing products that are competitiveTeradyne.
See further discussion regarding risks associated with our products. Becausecompetitive environment in Item 1A, Risk Factors, We Operate in Intensely Competitive Markets.
We believe our ability to compete successfully depends on a number of factors both within and outside our control, including:
general market and economic conditions;
our ability to maintain and grow our business with our very large customers;
our ability to meet the volume and service requirements of our very large customers;
success in developing new products;
industry consolidation, including acquisitions by our competitors;
timing of our new product introductions;
new product introductions by competitors;
the ability of competitors to more fully leverage low cost geographies for manufacturing and/or distribution;
product pricing, including the impact of currency exchange rates;
effectiveness of sales and marketing resources and strategies;
adequate supply of components, subassemblies and materials;
efficiency of manufacturing operations;
strategic relationships with our suppliers;
product quality and performance;
protection of our products by effective use of intellectual property laws;
the financial strength of our competitors;
the outcome of any future litigation or commercial dispute;
barriers to entry imposed by competitors with significant market power in new markets; and,
government actions throughout the world.
There can be no assurance that we will be able to compete successfully in the future.
Research and Development
Our business and our customers’ businesses are rapidly evolving. We invest significant resources in research and development because we believe that our long-term growth and success dependsdepend on delivering high quality hardware and software products onhelping our customers stay ahead of the curve in the fast-moving world of technology. We listen to our customers’ needs as a timely basis. We focusguide to our research and development effortsefforts. We focus on enhancing existing products and developing new products that incorporate appropriatehave features and functionality intended to beaddress expected technology advances and we seek to offer competitive with respect to technologycapabilities and price/performance characteristics.
at excellent value. Our research and development staffteam strives to build quality into our products atfrom the start, in the design stage in an effortphase. We believe this “quality first” mindset helps to reduce overall development and manufacturing costs. Our researchcosts and development staff also designs proprietary application specific integrated circuits (“ASICs”), many of which are designed for useprovide reliability in several of our different products. The goal of our ASIC design program is to further differentiate our products from competing products, to improve manufacturability and to reduce costs. We seek to reduce our time to market for new and enhanced products by sharing our internally developed hardware and software components across multipleend products.
Our research and development expenses were $232$336 million, $236$280 million and $225$272 million in 2017, 2016,2021, 2020, and 2015,2019, respectively.
Intellectual Property
We rely on a combination of patent, trade secret, copyright and trademark law, contracts and technical measures to establish and protect our proprietary rights in our products. AsWe hold a number of December 31, 2017, we held 861 U.S.registered and pending patents (859 utility patents and 2 design patents) and 72 patents in foreign countries (67 patents registered in Europe, 2 patents in China, 2 patents in Japan, and 1 patent in Mexico), and had 95 patent applications pending in the U.S. and foreignother countries. 249Certain of our issued U.S. patents are software patents related to LabVIEW and cover fundamental aspects of the graphical programming approach used in LabVIEW. Our patents expire from 20182022 to 2036.2040. The expiration of any particular patent in the short term is not expected to have any significant negative impactmaterial adverse effects on our business. No assurance can be givenWhile we continue to file new applications and pursue new patents, it remains possible that our pending patent applications willor other applications that may be filed may not result in the issuance ofissued patents. In addition, issued patents held by us may be invalidated, circumvented, challenged or licensed to others. We also own certain registered trademarks in the United States and abroad.in other countries. See further discussion regarding risks associated with our patents in ITEMItem 1A, Risk Factors, “Our Business Depends on Our Proprietary Rights and We Have Been Subject to Intellectual Property Litigation.”
Manufacturing and Suppliers
We manufacture substantially all of our product volume at our facilities in Debrecen, Hungary and Penang, Malaysia. In 2017, our site in Malaysia produced approximately 35% of our global production and our site in Hungary produced approximately 65% of our global production. Our product manufacturing operations can be divided into fourthree areas: electronic circuit card and module assembly; chassis and electronic cable assembly; and technical manuals and product support documentation; and software duplication.documentation. Most of our electronic circuit card assemblies, modules and chassis are manufactured in house,in-house, although contractors are used from time to time. The majority of our electronic cable assemblies are produced by contractors; however, we do manufacture some on an exception basis. Our software, duplication, technical manuals and product support documentation are primarily produced by contractors. delivered digitally wherever possible. In those cases where physical media is required, we use outside partners to produce these materials.
Our manufacturing processes use large volumes of high-quality components and subassemblies supplied by outside sources. Several of these components are only available through limited sources. Limited source componentsitems purchased include custom ASICs,application specific integrated circuits, chassis and other components.items. We have in the past experienced delays, price increases and quality problems in connection with limited source components,items, and there can be no assurance that these problems will not recur in the future. Accordingly, our failure to receive componentsitems from limited source item suppliers could result in a material adverse effect on our revenuesnet sales and operating results. See “Item 1A, Risk Factors, Our Business is Dependent on Key Suppliers” at page 18Suppliers and Distributors for additional discussion of the risks associated with limited source suppliers.
We must comply with many different governmental regulations related to the use, storage, discharge, and disposal of toxic, volatile or otherwise hazardous chemicals used in our operations in the U.S., Hungary, and Malaysia. See Item 1A, Risk Factors, “Our Operations are Subject to a Variety of Environmental Regulations and Costs” at page 20Costs for further discussion of environmental matters as they may affect our business.
Backlog
Backlog is a measure of firm orders that are received but that arehave not yet shipped to customers atcustomers. Our measure of backlog excludes amounts related to shipments where the end ofcustomer has specified delivery in a quarter. We typically ship products shortly following the receipt of an order. Accordingly,future period.
At December 31, 2021, our backlog typically represents less than 5 days sales. Backlog should notwas approximately $154 million compared to approximately $28 million at December 31, 2020, primarily driven by strong order growth during the year and longer lead times for certain components. We expect the majority of backlog to be viewedrecognized as revenue within 12 months. While backlog on any particular date can be an indicator of short-term revenue performance, it is not necessarily a reliable indicator of medium or long-term revenue performance.
Human Capital
At NI, we believe our future sales.
Employees
company, our people and our products make a positive impact on society and the planet. We consider our employees to be one of our greatest assets and critical to our continued success. As of December 31, 2017,2021, we had 7,412approximately 7,000 employees worldwide. Noneworldwide, of which approximately 40% are in the Americas, 32% in the Europe, Middle East and Africa ("EMEA") region, and 28% in the Asia-Pacific ("APAC") region.
Our Culture and Values
Our Core Values (Be Bold, Be Kind, Be Connectors) drive our culture and values at NI. These values provide us with moral guideposts needed when making decisions, especially the hard ones, and influence the way we engage with our customers, communities, and each other. They are foundational in how we define and execute towards success. We help our employees strengthen their family and community connections, along with work connections: we take actions on societal issues through our global volunteering program, we provide employees with opportunities to grow as people, not just as professionals, through personal development programs and future career opportunities.
Our Code of Ethics is instrumental in creating a workplace that values each of our employees and emphasizes an ethical approach to doing business and managing our people. We also strive to abide by the employment laws of all the countries in which we operate. We are represented by a labor unionan affiliate member of the Responsible Business Alliance.
Engagement
Each year we conduct an Employee Engagement Survey to enhance our understanding of our employees’ experiences at NI and identify the key drivers of their engagement. The survey results are used to calculate an overall engagement index and measure several underlying elements that contribute to employee engagement such as strong business direction, manager engagement, employee empowerment, resource adequacy, and collaboration. We use the outputs of the survey to enable managers across the organization to drive improvements with clear, actionable insights. In 2021, nearly 90% of our employees participated in our annual engagement survey. Each year, this survey provides our organization with insights on employee impressions of and experiences with NI. The insights help us prioritize what actions to take to help increase employee commitment to and belief in NI. Over the past three years, we have never experiencedseen consistency in our overall employee engagement index, and in 2021, we saw growth in areas of intentional focus, including providing teams with engaged and supportive managers and encouraging and enabling employee growth and empowerment.
Diversity, Equity, Inclusion and Belonging
In 2020 NI launched Engineering Hope, which is an ambitious 10-year impact strategy and vision of a more sustainable, equitable and inclusive world, where diversity is embraced and innovation is fostered. We are committed to creating a diverse, inclusive workforce, that fosters well-being, equity and culture of belonging, where all employees feel welcomed, valued, respected, and heard. As a place where employees share their excitement for our culture and our values, NI’s diversity, equity, inclusion, and belonging efforts and initiatives will focus on changing the faces of engineering and building an equitable and thriving society. As one of the critical tools to build a culture of inclusion and belonging, NI endorses Inclusion Resource Groups (IRGs-formerly Employee Resource Groups), which are employee-led groups that positions members of historically excluded populations to contribute to our mission to have a culturally diverse, equitably minded, and inclusive community where people feel a sense of belonging.
Employee Safety
We are committed to the safety and well-being of our employees and their families. During the COVID-19 pandemic, based on the advice and recommendations of infectious disease experts at the U.S. Center for Disease Control and Prevention and other organizations, we established additional safety standards and secured appropriate levels of personal protective equipment for our employees. We also created a global crisis team that developed a comprehensive return to site protocols, conducted employee outreach, and implemented various flexible working arrangements. In addition, in order to reinforce a deep connection and establish clear direction with our employees, we have significantly increased leadership updates and management outreach. As the COVID-19 pandemic continues, the health and safety of our employees remain the top priority while we ensure our employees remain productive and engaged while working from home.
Talent Management and Total Rewards
We invest in attracting, developing, and retaining the best talent at NI. We do this by communicating a clear purpose and strategy, utilizing transparent goal setting, driving accountability, continuously assessing, developing, advancing talent, and incorporating a leadership-driven talent strategy. We are committed to providing total rewards that are market competitive and performance based, driving innovation and operational excellence. Our compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with, and drives, stockholder value. Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on tenure, skills, proficiency, and performance to attract and retain key talent.
We also conduct annual performance conversations to identify areas of success and improvement for our employees, which support future goal-setting and talent reviews.
Corporate Responsibility
We work stoppage.to help engineers, enterprises, and innovators thrive. Our Corporate Impact Strategy outlines measurable goals and commitments for ensuring our company, people, and products work to make a positive impact on the planet. Our focus is rooted in three pillars – changing the faces of engineering, building an equitable and thriving society, and engineering a healthy planet. We considerare fostering a pipeline of diverse science, technology, engineering and math ("STEM") talent through academic partnerships, our employee relationsmentor program, and investment in STEM education. We are committed to conserving natural resources, protecting biodiversity, and reducing greenhouse gas emissions. For example, we are working toward achieving Zero Waste by 2030, diverting at least 90% of our waste from landfill by reusing, recycling or composting it instead. We continue to support economic opportunity initiatives through donations of financial support, products, and volunteer work. We intend to continue our long-term partnerships with nonprofit organizations while also looking for innovative giving opportunities.
Available Information
Our website is www.ni.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act and every Interactive Data File required to be good.submitted pursuant to Rule 405 of Regulation S-T are available through our Internet website as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission ("SEC"), or upon written request without charge. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. The SEC maintains a website, www.sec.gov, which contains these reports and other information regarding issuers that file electronically.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Form 10-K, you should carefully consider the risk factors discussed below. The risks described below, which are not the only risks that we face. Additional risksOur business, financial condition and uncertainties notoperating results can be affected by a number of factors, whether currently known or unknown, including but not limited to usthose described in this Risk Factor section of this Form 10-K. Any one or that we currently deemmore of these factors could, directly or indirectly, cause our actual financial condition and operating results to be immaterial also mayvary materially from our past, or from our anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and stock price.
RISKS RELATED TO OUR ABILITY TO GROW OUR BUSINESS
A Global Shortage of Key Components Has and May Continue to Adversely Affect Our Business and Result of Operations.Various factors, including increased demand for certain components and production delays due to COVID-19 and other natural events and disasters, are contributing to shortages of certain components used in our products and increased difficulties in our ability to obtain a consistent supply of materials at stable pricing levels. The supply shortages have increased the costs and lead times for certain components. Longer lead times may cause a significant disruption to our production activities, which could have a substantial adverse effect on our financial condition or results of operations. If we are unsuccessful in resolving any such component shortages in a timely manner, we will experience a significant impact on the timing of revenue, a possible loss of revenue, or an increase in manufacturing costs, any of which would have a material adverse impact on our operating results.
Uncertain Global Economic and Geopolitical Conditions, Including in China and other countries, Could Materially Adversely Affect Our Business and Results of Operations. Our operations and performance are sensitive to fluctuations in general economic and geopolitical conditions, both in the U.S. and globally. Uncertainty about global and regional economic conditions poses a risk to us as businesses may decrease or postpone spending in response to events such as continued trade tensions between the U.S. and China, or new or existing trade tensions with other countries, geopolitical instability, pandemics and other major public health issues including the COVID-19 pandemic, financial market volatility, tariffs or other trade restrictions, government regulatory actions, negative financial news or other factors. Negative trends or sentiments in worldwide and regional economic conditions have in the past and could again have a material adverse effect on demand for our products and services. For example, in recent years, there have been significant changes to U.S. trade policies, legislation, treaties and tariffs, in particular trade policies and tariffs affecting China. Some of these trade policies, including the U.S.’s trading relationship with China, have been renegotiated during this timeframe and are subject to further changes in the future. Changes to current policies by the U.S. or other governments could adversely affect our business, including potentially through increased import tariffs and other influences on U.S. trade relations with China and other countries. The imposition of additional tariffs or other trade barriers could increase our costs in certain markets, and may cause our customers to find alternative sourcing. Protectionist and retaliatory trade measures by any of the United States, China or another country could limit our customers’ ability to sell their products and services and could reduce demand for our customers’ products. Even if resolved, these trends could have a broad negative impact on the global industrial economy, which could have a material adverse impact on our business and our results of operations. In addition, the application of various regulations depends on the classification of our products which can change over time as such regulations are modified or interpreted. Furthermore, in connection with increasing tensions related to the ongoing conflict between Russia and Ukraine, the U.S. government has stated it is considering imposing enhanced export controls on certain products and sanctions on certain industry sectors and parties in Russia. Although our sales into Russia represented less than 1 percent of our total revenue in 2021, further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could adversely affect our business and/or our supply chain, business partners or customers in the broader region.
We have recently experienced an increase in inflationary pressures in many of the jurisdictions in which we operate. We have and may continue to attempt to offset the effect of these inflationary pressures by increasing the prices of our products. These factors as well as others we may not contemplate could have a material adverse effect on the spending patterns of businesses including our current and potential customers which could have a material adverse effect on our net sales and our results of operations. See “Current business outlook” in this Form 10-K for information regarding recent business conditions.
We are Subject to Various Other Risks Associated with International Operations and Foreign Economies. Our international sales and operations are subject to inherent risks, including, but not limited to:
•tariffs and other trade barriers impacting China or other countries in which we have significant sales;
•increases in taxes or changes in U.S. or foreign tax laws, including a possible increase in the U.S. corporate income tax rate and other changes in tax policy,
•fluctuations in foreign currencies relative to the U.S. dollar;
•unexpected changes to currency policy or currency restrictions in foreign jurisdictions;
•major public health concerns, including the COVID-19 pandemic:
•delays in collecting trade receivable balances from customers in developing economies;
•unexpected changes in regulatory requirements;
•fluctuations in local economies;
•disparate and changing employment laws in foreign jurisdictions;
•difficulties in staffing and managing foreign operations;
•costs and risks of localizing products for foreign countries;
•enhanced exposure to potential unauthorized use, duplication, misappropriation, theft or other infringement or violation of our intellectual property rights;
•government actions throughout the world; and
•the burdens of complying with a wide variety of foreign laws.
Moreover, there can be no assurance that our international sales will continue at existing levels or grow in accordance with our efforts to increase foreign market penetration. In many foreign countries, particularly in those with developing economies, it is common for some persons or companies to engage in business practices that are prohibited by U.S. and other laws and regulations applicable to us such as the Foreign Corrupt Practices Act. Although we have policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors, distributors and agents, including those based in or from countries where practices which violate such laws and regulations may be customary, will not take actions in violation of the law or our policies. Any violation of foreign or U.S. laws or regulations by our employees, contractors, distributors or agents, even if such violation is prohibited by our policies, could have a material adverse effect on our business. We must also comply with various import and export regulations.
For example, in the past, the U.S. government added certain of our customers based in China to its “Entity List”, which imposes additional restrictions on sales to such customers. Although the addition of these customers did not have a material adverse effect on our business, financial condition and results of operations, the U.S. government has the power to place additional customers on the Entity List or impose other restrictions on these or other customers or suppliers, and such actions could prohibit us from selling products or providing services to such customers, receiving payments from such customers or purchasing products from such entities. These restrictive governmental actions and any similar measures that may be imposed on U.S. companies by the Chinese or other governments will likely limit or prevent us from doing business with certain of our customers or suppliers and harm our ability to compete effectively or otherwise negatively affect our ability to sell our products. As a result, even if we are currently in compliance with applicable regulations, there can be no assurance that we will not have to incur additional costs or take additional compliance actions in the future. Failure to comply with these regulations could result in fines or termination of import and export privileges, which could have a material adverse effect on our operating results. Additionally, the regulatory environment in some countries is very restrictive as their governments try to protect their local economy and value of their local currency against the U.S. dollar.
We Continue to Face Significant Risks Related to Adverse Public Health Matters, Including Epidemics and Pandemics such as the COVID-19 Pandemic. Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a material and adverse effect on our business, financial condition, liquidity and results of operations. For example, the COVID-19 pandemic has adversely affected our operations throughout the world, as well as the facilities of our suppliers and customers. The COVID-19 pandemic continued to cause some disruptions to our operations during 2021, but we have not experienced a significant reduction in our overall productivity due to the COVID-19 pandemic. These disruptions have included and may continue to include, depending on the specific location, logistical challenges and limitations, reduced demand from certain customers, and government regulations that require us to adjust or restrict our operations at certain of our facilities, incur additional costs, adapt to challenges presented by travel restrictions and “work-from-home” orders and/or require employee vaccinations. The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the COVID-19 pandemic, including current and future variants of COVID-19, future government regulations and actions in response to the COVID-19 pandemic, the timing, availability and effectiveness of vaccines, as well as the willingness of our employees to receive such vaccine, and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain uncertain and unpredictable.
In addition, the COVID-19 pandemic could directly impact the health of our management team and other employees. It is impossible to predict the overall future impact of the COVID-19 pandemic on our business, financial condition, liquidity and financial results, and there can be no assurance that the COVID-19 pandemic will not have a material and adverse effect on our financial results in the future during any quarter or period in which we are affected.
The COVID-19 pandemic also increases the likelihood and potential severity of other risks to the Company (including some discussed separately within this Item 1A. Risk Factors), including but not limited to, the following:
•We have and may be required to implement certain public health protocols in order to continue doing business with certain customers or operate in certain jurisdictions, including additional mandatory vaccination or ongoing testing programs for a subset of our employee population. Complying with these requirements could result in additional costs and challenges with employee retention. Failure to comply with these requirements could have a significant impact on our sales to certain customers.
•A significant subset of our employee population is currently in a remote work environment in an effort to mitigate the spread of COVID-19. This change may exacerbate certain risks to our business, including an increased risk of phishing and other cybersecurity attacks, an increased risk of challenges related to hiring, training, and retaining personnel, and an increased risk of delays or disruptions to our product development, sales, marketing, manufacturing and support operations that we cannot fully mitigate through remote or other alternative work arrangements.
•Protracted economic uncertainty could negatively affect the financial condition of our customers or suppliers, which may result in an increase in bankruptcies or insolvencies, a delay in payments and decreased sales.
•A scarcity of resources or other hardships caused by the COVID-19 pandemic may result in increased geopolitical tensions which may cause governments and/or other entities to take actions that may have a significant negative impact on our ability or the ability of our suppliers and customers to conduct business.
Our Failure to Manage Our Partner and Distribution Channels Effectively could Result in a Loss of Revenue and Harm to Our Business. We are currently in the process of expanding our relationships with a number of distributors and other strategic partners, none of which are currently responsible for a material amount of our total net sales, in order to streamline and increase our worldwide sales to certain customers. Successfully managing our indirect distribution channel efforts to reach various customer segments for our products and services is a complex process across the broad range of geographies where we do business or plan to do business. While we have a focused strategy, plan, and team dedicated to making our sales through distributors a successful element of our business, our distributors and other strategic partners are independent businesses that we do not control. Notwithstanding the independence of these partners, we may face legal risk and potential reputational harm from the activities of these third parties including, but not limited to, export control violations, workplace conditions, corruption and anti-competitive behavior. If an agreement with one of our distributors or strategic partners were terminated, any prolonged delay in securing a replacement could have a material negative impact on our net sales and results of operations.
We cannot be certain that our distribution and strategic partner channel will market or sell our products and services effectively. If our efforts to expand our distributor and strategic partner channels are not successful, we may lose sales opportunities, customers and revenue opportunities. These distributors and strategic partners may also sell our competitors’ products and services, and if they favor our competitors’ products or services for any reason, they may fail to market our products or services effectively or to devote resources necessary to market and sell our products. If these partners are OEMs, they may decide not to bundle our applications on their devices. In addition, the financial health of our distributors and strategic partners and our continuing relationships with them are important to our success. Some of these distributors and strategic partners may be unable to withstand adverse changes in economic conditions, which could result in insolvency, the inability of such distributors and strategic partners to obtain financing or a delay in paying their obligations to us. Although we have mitigation plans in place for many possible issues, these factors, as well as others we may not contemplate could result in a material negative impact to our net sales and results of operations.
We Rely on Management Information Systems and Interruptions in our Information Technology Systems or Cyber-Attacks on our Systems Could Adversely Affect Our Business. We rely on the efficient and uninterrupted operation of complex information technology systems and networks, including cloud-based and other outsourced services, to operate our business. We rely on a primary global center for our management information systems and on multiple systems in branches not covered by our global center. As with any information system, unforeseen issues may arise that could affect our ability to receive adequate, accurate and timely financial information, which in turn could inhibit effective and timely decisions. Furthermore, it is possible that our global center for information systems or our branch operations could experience a complete or partial shutdown. Any such shutdown of a significant system or network disruption could result from new system implementations, facility issues, energy blackouts, computer viruses, cyber-attacks, or security breaches including ransomware, some of which may remain undetected for an extended period. Threats to our information technology security can take a variety of forms and individuals or groups of hackers or sophisticated organizations including state-sponsored organizations, may take steps that attack or pose threats to our customers and our information technology infrastructure. If we were to experience a complete or partial shutdown, disruption or attack, it would likely adversely impact our product shipments and net sales, as order processing and product distribution are heavily dependent on our management information systems. Such an interruption could also result in a loss of our intellectual property or the release of sensitive competitive information or partner, customer or employee confidential information or personal data. Any loss of such information could harm our competitive position, result in a loss of customer confidence, and cause us to incur liability and significant costs to remedy the damages caused by the disruptions or security breaches. In addition, existing or changing laws and regulations governing our responsibility to safeguard private data could result in a significant increase in our operating or capital expenditures which are needed to comply with these laws or regulations. If any of the foregoing events were to occur, our operating results in the impacted periods would be adversely impacted.
From time to time, we have experienced attempts to breach our security and attempts to introduce malicious software into our information technology systems; however, such attacks have not previously resulted in any material damage known to us. For example, in December 2020, we were notified by Solarwinds Corporation, one of our suppliers, that a recent update to one of its network management software products contained data collection malware that had also been distributed to thousands of its other clients, including federal, state and local government agencies, educational institutions, private companies and governments around the world. Since becoming aware of this malware attack, we have taken steps to mitigate the known vulnerabilities, including ceasing to use the affected version of the software, and actively monitoring our organization’s corporate networks for related activity. If we experienced a similar type of malware attack on our own software products, it would likely disrupt our software and our customers, allow unauthorized users into our customers proprietary information, or cause other destructive outcomes. In December 2021, the Apache Software Foundation publicly disclosed a remote code execution (RCE) vulnerability in its Log4j 2 product (Log4j), an open-source component widely used in Java-based software applications to log and track error messages. In the subsequent weeks, the foundation disclosed several additional RCE vulnerabilities, expanding the opportunities for bad actors and attackers to remotely access a target using Log4j and potentially steal data, install malware or take control of the target's system. Certain applications within our infrastructure and product offerings did utilize the affected versions of Log4j. Although we have identified and remediated all areas with known Log4j vulnerabilities in accordance with our internal cybersecurity response protocols, we expect the risk of additional vulnerabilities and potential attacks to continue for several months given the complexity and widespread nature of the vulnerability.
As a result of the factors above, cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business and financial condition. See Risk Factor "Our Products are Complex and May Contain Bugs, Vulnerabilities, Errors, or Design Flaws" for more discussion.
We are continually working to maintain reliable information technology systems to control costs and improve our ability to deliver our products in our markets worldwide. Our efforts include, but are not limited to the following: firewalls, antivirus protection, patches, log monitors, routine backups with offsite retention of storage media, system audits, data partitioning and routine password modifications. Our internal information technology systems environment continues to evolve, and our business policies and internal security controls may not keep pace as new threats emerge. In an effort to mitigate the spread of COVID-19, we have transitioned a significant number of our employee population to a remote work environment. This change may exacerbate certain risks to our business, including an increased demand for information technology resources, an increased risk of phishing and other cybersecurity attacks, and an increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information. No assurance can be given that our efforts to continue to enhance our systems will be successful. Although we maintain insurance to cover certain information technology risks, there can be no assurance that such insurance or the contractual limitations used by us to limit our liability will be sufficient to cover or limit any claims which may occur.
Our Product Revenues are Dependent on Certain Industries and Contractions in these Industries Could Have a Material Adverse Effect on Our Results of Operations. Sales of our products are dependent on customers in certain industries, particularly telecommunications, semiconductor, consumer electronics, automotive, energy, automated test equipment, and aerospace, defense and government. As we have experienced in the past, and as we may continue to experience in the future, downturns characterized by diminished product demand in any one or more of these industries may result in decreased sales and a material adverse effect on our operating results. A protracted economic slowdown or slower than expected recovery could continue to negatively affect the financial condition of our customers, which may result in additional delays in orders or payments and decreased sales, or an increase in bankruptcies or insolvencies. We cannot predict when and to what degree contractions in these industries may occur; however, any sharp or prolonged contraction in one or more of these industries could have a material adverse effect on our business and results of operations.
Concentrations of Credit Risk and Uncertain Conditions in the Global Financial Markets May Adversely Affect Our Business and Results of Operations. By virtue of our holdings of cash, investment securities and foreign currency derivatives, we have exposure to many different counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks and investment banks. Many of these transactions expose us to credit risk in the event of a default of our counterparties. We continue to monitor the stability of the financial markets, particularly those in the emerging markets. We can give no assurance that we will not be negatively impacted by any adverse outcomes in those markets. There can be no assurance that any losses or impairments to the carrying value of our financial assets as a result of defaults by our counterparties would not materially and adversely affect our business, financial position and results of operations.
We Operate in Intensely Competitive Markets. The markets in which we operate are characterized by intense competition from numerous competitors, some of which have larger market capitalization and resources than we do, and we may face further competition from new market entrants in the future. Key competitors are Advantest, Anritsu, Fortive, Keysight, Rohde & Schwarz, Teradyne, and others. These competitors offer hardware and software products that provide solutions that directly compete with our software-defined automated test and automated measurement systems. Because these companies have strong positions in the instrumentation business, new product introductions by them, changes in their marketing strategy or product offerings or aggressive pricing strategies by them to gain market share could have a material adverse effect on our operating results.
We believe our ability to compete successfully depends on a number of factors both within and outside our control, including, but not limited to:
•general market and economic conditions;
•our ability to maintain and grow our business with our very large customers;
•our ability to meet the volume and service requirements of our large customers;
•success in developing and selling new products;
•product pricing, including the impact of currency exchange rates;
•industry consolidation, including acquisitions by us or our competitors;
•capacity utilization and the efficiency of manufacturing operations;
•timing of our new product introductions;
•new product introductions by competitors;
•the ability of competitors to more fully leverage low cost geographies for manufacturing or distribution;
•effectiveness of sales and marketing resources and strategies;
•adequate manufacturing capacity and supply of components and materials;
•strategic relationships with our suppliers and other third parties;
•product quality and performance;
•protection of our products by effective use of intellectual property laws;
•the financial strength of our competitors;
•the outcome of any future litigation or commercial dispute;
•barriers to entry imposed by competitors with significant market power in new markets; and
•government actions throughout the world.
There can be no assurance that we will be able to compete successfully in the future.
We Make Significant Investments in New Products that May Not Be Successful or Achieve Expected Returns.and Our Success Depends on New Product Introductions and Market Acceptance of Our Products. We plan to continue to make significant investments in research, development, and marketing for new and existing products and technologies. For example, we recently launched LabVIEW NXG, the next version of our flagship software application. We have made and will continueexpect to make significant investments in software and other technology development related to the new and enhanced features of this product. These investments involve a number of risks as the commercial success of such efforts depend on many factors, including our ability to anticipate and respond to innovation, achieve the desired technological fit, and be effective with our marketing and distribution efforts. If our existing or potential customers do not perceive our latest product offerings as providing significant new functionality or value, or if we are late to market with a new product or technology, we may not achieve our expected return on our investments or be able recover the costs expended to develop new product offerings, which could have a material adverse effect on our operating results. Even if our new products are profitable, our operating margins for new products may not be as high as the margins we have experienced historically.
Our Success Depends on New Product Introductions and Market Acceptance of Our Products.products. The market for our products is characterized by rapid technological change, evolving industry standards, changes in customer needs and frequent new product introductions, and is therefore highly dependent upon timely product innovation. Our success is dependent on our ability to successfully develop and introduce new and enhanced products on a timely basis to replace declining revenues from older products, and on increasing penetration in domestic and international markets. We will be at a competitive disadvantage if, over time, our competitors are more effective than us in their utilization of new technologies and evolving data analytics offerings. If we do not anticipate or keep pace with these technological and other changes impacting the test and measurement industry, it could also limit our ability to compete in desired markets. As has occurred in the past and as may be expected to occur in the future, we have experienced significant delays between the announcement and the commercial availability of new products. Any significant delay in releasing new products could have a material adverse effect on the ultimate success of a product and other related products and could impede continued sales of predecessor products, any of which could have a material adverse effect on our operating results. There can be no assurance that we will be able to introduce new products in accordance with announced release dates, that our new products will achieve market acceptance or that any such acceptance will be sustained for any significant period. Failure of our new products to achieve or sustain market acceptance could have a material adverse effect on our operating results.
Our Reported Financial Results May be Adversely Affected by Changes in Accounting Principles Generally Accepted in the U.S. We prepareare also accelerating our transition to primarily offer our software products under a subscription-based licensing model. While we expect our subscription base, recurring revenue and cash flow to increase over time as a result of this licensing model transition, our ability to achieve these financial statements in conformity with accounting principles generally accepted in the U.S. These accounting principles areobjectives is subject to interpretation by the Financial Accounting Standards Board (“FASB”)risks and the Securitiesuncertainties and Exchange Commission. A change in these policies or interpretations could have a significant effect on our reported financial results and our internal controls over financial reporting, may retroactively affect previously reported results, could cause unexpected financial reporting fluctuations, and may require us to make costly changeswe expect some initial headwinds to our operational processesnet sales and accounting systems. For example, in May 2014,operating profitability during the FASB issued ASU 2014-09, Revenue from Contracts with Customers which supersedes nearly all existing U.S. GAAP revenue recognition guidancetransition period. Accelerating our subscription-based licensing offerings requires a considerable investment of technical, financial, legal and which became effective for us forsales resources, and a scalable organization. Whether our fiscal year beginning January 1, 2018. (See “Note 1 – Operationstransition will be successful and summary of significant accounting policies” for additional discussion of the accounting changes).
We are Subject to Various Risks Associated with International Operationswill accomplish our business and Foreign Economies. Our international sales arefinancial objectives is subject to inherent risks,uncertainties, including but not limited to:
fluctuationscustomer demand, attach and renewal rates, channel acceptance, our ability to further develop and scale infrastructure, our ability to include functionality and usability in foreign currencies relativesuch offerings that address customer requirements, and our costs. If we are unable to successfully establish these new offerings and navigate our business transition due to the U.S. dollar;foregoing risks and uncertainties, our business and financial results could be adversely impacted.
unexpected changes to currency policy or currency restrictions in foreign jurisdictions;
delays in collecting trade receivable balances from customers in developing economies;
unexpected changes in regulatory requirements;
fluctuations in local economies;
disparate and changing employment laws in foreign jurisdictions;
difficulties in staffing and managing foreign operations;
costs and risks of localizing products for foreign countries;
unexpected changes in regulatory requirements;
government actions throughout the world;
tariffs and other trade barriers; and,
the burdens of complying with a wide variety of foreign laws.
Moreover, there can be no assurance that our international sales will continue at existing levels or grow in accordance with our efforts to increase foreign market penetration.
In many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by U.S. regulations applicable to us such as the Foreign Corrupt Practices Act. Although we have policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors and agents, including those based in or from countries where practices which violate such U.S. laws may be customary, will not take actions in violation of our policies. Any violation of foreign or U.S. laws by our employees, contractors or agents, even if such violation is prohibited by our policies, could have a material adverse effect on our business. We must also comply with various import and export regulations. The application of these various regulations depends on the classification of our products which can change over time as such regulations are modified or interpreted. As a result, even if we are currently in compliance with applicable regulations, there can be no assurance that we will not have to incur additional costs or take additional compliance actions in the future. Failure to comply with these regulations could result in fines or termination of import and export privileges, which could have a material adverse effect on our operating results. Additionally, the regulatory environment in some countries is very restrictive as their governments try to protect their local economy and value of their local currency against the U.S. dollar.
Our Manufacturing Capacity, and a Substantial Majority of our Warehousing and Distribution Capacity is Located Outside of the U.S. We manufacture substantially all of our product volume at our facilities in Debrecen, Hungary and Penang, Malaysia. In order to enable timely shipment of products to our customers we maintain the substantial majority of our inventory at our international locations. In addition to being subject to the risks of maintaining such a concentration of manufacturing capacity and global inventory, these facilities and their operations are also subject to risks associated with doing business internationally, including, but not limited to:
•the volatility of the Hungarian forint and the Malaysian ringgit relative to the U.S. dollar;
•changing and potentially unstable political environments;
•major public health concerns, including the COVID-19 pandemic;
•significant and frequent changes in corporate tax laws;
•difficulty in managing manufacturing operations in foreign countries;
•challenges in expanding capacity to meet increased demand;
•difficulty in achieving or maintaining product quality;
•interruption to transportation flows for delivery of components to us and finished goods to our customers;
•restrictive labor codes; and
•increasing labor costs.
No assurance can be given that our efforts to mitigate these risks will be successful. Any failure to effectively deal with the risks above could result in an interruption in the operations of our facilities in Hungary or Malaysia which could have a material adverse effect on our operating results.
Our centralization of inventory and distribution from a limited number of shipping points is subject to inherent risks, including:
•burdens of complying with additional or more complex VAT and customs regulations; and
•concentration of inventory increasing the risks associated with fire, natural disasters and logistics disruptions to customer order fulfillment.
Any failure or delay in distribution from our facilities in Hungary and Malaysia could have a material adverse effect on our operating results.
Our Business is Dependent on Key Suppliers and Distributors and Disruptions in these Businesses Could Adversely Affect Our Business and Results of Operations. Our manufacturing processes use large volumes of high-quality components and subassemblies supplied by outside sources. Several of these items are only available through limited sources. Limited source items purchased include custom application-specific integrated circuits ("ASICs"), chassis and other components. We have in the past experienced delays and quality problems in connection with limited source items, and there can be no assurance that these problems will not recur in the future. A protracted economic slowdown or continued economic uncertainty could negatively affect the financial condition of our suppliers, which may result in an increase in bankruptcies or insolvencies and decreased availability of raw materials. Accordingly, our failure to receive items from limited source item suppliers could result in a material adverse effect on our net sales and operating results. In the event that any of our limited source suppliers experience significant financial or operational difficulties due to adverse global economic conditions or otherwise, our business and operating results would likely be adversely impacted until we are able to secure another source for the required materials.
We use distributors to support our sales channels. In the event that any of our distributors experience significant financial or operational difficulties due to adverse global economic conditions or if we experience disruptions in the use of these distributors, our business and operating results would likely be adversely impacted until we are able to secure another distributor or establish direct sales capabilities in the affected market.
We Are Subject to the Risk of Product Liability Claims. Our products are designed to provide information upon which users may rely. Our products are also used in “real time” applications requiring extremely rapid and continuous processing and constant feedback. Such applications give rise to the risk that a failure or interruption of the system or application could result in economic damage, bodily harm or property damage. We attempt to assure the quality and accuracy of the processes contained in our products, and to limit our product liability exposure through contractual limitations on liability, limited warranties, express disclaimers and warnings as well as disclaimers contained in our “shrink wrap” and electronically displayed license agreements with end-users. If our products contain errors that produce incorrect results on which users rely or cause failure or interruption of systems or processes, customer acceptance of our products could be adversely affected. Further, we or our customers could be subject to product recall obligations, and we could be subject to liability claims that could have a material adverse effect on our operating results or financial position. Although we maintain insurance, there can be no assurance that such insurance or the contractual limitations used by us to limit our liability will be sufficient to cover or limit any claims which may occur.
Our Business Depends on Our Proprietary Rights and We Have Been Subject to Intellectual Property Litigation. Our success depends on our ability to obtain and maintain patents and other proprietary rights relative to the technologies used in our principal products. Despite our efforts to protect our proprietary rights, unauthorized parties may have in the past infringed or violated certain of our intellectual property rights. We from time to time engage in litigation to protect our intellectual property rights. In monitoring and policing our intellectual property rights, we have been and may be required to spend significant resources. However, the steps we have taken to protect our intellectual property rights may not be adequate to prevent unauthorized use, copying, misappropriation, or theft of our intellectual property or other infringement on or violation of our intellectual property rights. Intellectual property laws differ in various jurisdictions in which we operate and are subject to change at any time, which could further restrict our ability to protect our intellectual property and proprietary rights. In particular, a portion of our revenues is derived from jurisdictions where adequately protecting intellectual property rights may prove more challenging or impossible. We may also not be able to detect unauthorized uses or take timely and effective steps to remedy unauthorized conduct. To prevent or respond to unauthorized uses of our intellectual property, we may be required to engage in costly and time-consuming litigation or other proceedings and we may not ultimately prevail. We from time to time may be notified that we are infringing certain patent or intellectual property rights of others. There can be no assurance that any future intellectual property dispute or litigation will not result in significant expense, liability, injunction against the sale of some of our products, and a diversion of management’s attention, any of which may have a material adverse effect on our operating results.
Our Business Depends on the Continued Service of Our Key Management, Technical Personnel and Operational Employees. Our success depends upon the continued contributions of our key management, sales, marketing, research and development and operational personnel, including Eric Starkloff, our President and Chief Executive Officer, and other members of our senior management and key employees. The loss of the services of one or more of our key employees in the future could have a material adverse effect on our operating results. We also believe our future success will depend upon our ability to attract and retain additional highly skilled management, technical, marketing, research and development, and operational personnel with experience in managing large and rapidly changing companies, as well as training, motivating and supervising employees. The market for hiring and retaining certain technical personnel, including software engineers, has become more competitive and intense in recent years and in 2021, there has been a dramatic increase in workers leaving their positions throughout our industry that is being referred to as the “great resignation” and the market to develop, retain and replace talent has become even more highly competitive. Failure to attract and retain a sufficient number of qualified technical personnel, including software engineers, or retain our key personnel could have a material adverse effect on our operating results. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be adversely affected. Effective succession planning is also key to our future success, and our failure to ensure smooth transitions involving our senior management could also adversely affect our operating results.
In addition, we believe our corporate culture of fostering innovation, teamwork and employee satisfaction has been a key contributor to our success to date. However, in this period of the “great resignation,” we have and may continue to face higher employee turnover rates. As we continue to grow and expand globally and navigate shifting workforce priorities, including a new hybrid work model in which many of our employees continue to work remote for part of the week or fully remote workers transition to permanently remote positions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our ability to retain and recruit personnel who are essential to our future success and could ultimately have a negative impact on our ability to innovate our technology and our business.
Our Operations are Subject to a Variety of Environmental Regulations and Costs that May Have a Material Adverse Effect on Our Business and Results of Operations. We must comply with many different governmental regulations related to the use, storage, discharge and disposal of toxic, volatile or otherwise hazardous chemicals used in our operations in the U.S., Hungary, and Malaysia. Although we believe that our activities conform to presently applicable environmental regulations, our failure to comply with present or future regulations could result in the imposition of fines, suspension of production or a cessation of operations. Any such environmental regulations could require us to acquire costly equipment or to incur other significant expenses to comply with such regulations. Any failure by us to control the use of or adequately restrict the discharge of hazardous substances could subject us to future liabilities.
We are Subject to Risks Associated with Our Website. We devote significant resources to maintaining our website, ni.com, as a key marketing, sales and support tool and expect to continue to do so in the future. Failure to properly maintain our website may interrupt our normal operations, including our ability to provide quotes, process orders, ship products, provide services and support to our customers, bill and track our customers, fulfill contractual obligations and otherwise run our business, which would have a material adverse effect on our results of operations. We host our website internally. Any failure to successfully maintain our website or any significant downtime or outages affecting our website could have a material adverse impact on our operating results.
Our Products are Complex and May Contain Bugs, Vulnerabilities, Errors, or Design Flaws. As has occurred in the past and as may be expected to occur in the future, our hardware products, software products and third-party components or operating systems on which our products are based may contain bugs, vulnerabilities, errors or design flaws. Our products also operate in conjunction with third-party products and components across a broad ecosystem, and, as has occurred in the past and as may be expected to occur in the future, these third-party products and components may contain bugs, vulnerabilities, errors or design flaws. Any of such bugs, vulnerabilities, errors or design flaws in our products, third-party components or operating systems on which our products are based, and third-party products and components in conjunction with which our products operate, or fixes to these issues, may have a negative impact on the performance of our products and may also be exploited by third parties, including state sponsored organizations, to conduct cyber-attacks. For example, if we experienced an attack on our software products similar to the attack that recently impacted our supplier Solarwinds, such attack could disrupt our software and our customers, allow unauthorized users into our customers' proprietary information, or cause other destructive outcomes. The negative impact of any of the foregoing matters could adversely impact the performance of our products, result in additional costs or liability claims, lead to reduced revenue, cause harm to our reputation or competitive position, and result in a material adverse impact on our operating results. Although we maintain insurance to cover certain information technology risks, there can be no assurance that such insurance or the contractual limitations used by us to limit our liability will be sufficient to cover or limit any claims which may occur.
Our Restructuring Activities May not be Successful and May Adversely Impact Employee Hiring and Retention, Our Results of Operations and Financial Condition. Over the past several years we have implemented workforce reduction plans intended to accelerate our growth strategy and further optimize our cost structure. We have incurred substantial charges to implement these plans, and our restructuring activities may subject us to reputational risks and litigation risks and expenses. We cannot provide any assurance that we will realize the anticipated cost savings and other benefits or that additional restructuring plans will not be required or implemented in the future. In addition, our restructuring plans may have other adverse consequences, such as attrition beyond our planned reduction in workforce, a negative effect on employee morale or on our ability to attract and retain highly skilled employees, which may result in weaknesses in our infrastructure and disruption to our operations, which could lead to a number of negative outcomes such as a negative impact on our ability to comply with legal or regulatory requirements, a loss of business opportunities to competitors, delays in or inability to complete our research and development roadmaps, reduced productivity among remaining employees, and other negative outcomes we cannot foresee at this time, all of which could result in a material, adverse impact on our ability to grow revenue and meet our profitability goals.
RISKS RELATED TO OUR FINANCIAL PERFORMANCE
Orders with a Value of Greater than One Million Dollars Expose Us to Significant Additional Business and Legal Risks that Could Have a Material Adverse Impact on our Business, Results of Operations and Financial Condition. We continue to make a concentrated effort to increase our net sales through the pursuit of orders with a value greater than $1.0 million. These types of orders expose us to significant additional business and legal risks compared to smaller orders. Our very large customers frequently require contract terms that vary substantially from our standard terms of sale. At times these orders include terms that impose critical delivery commitments and severe contractual liabilities if we fail to provide the required quantity of products at the required delivery times, impose product acceptance requirements and product performance evaluation requirements which create uncertainty with respect to the timing of our ability to recognize revenue from such orders, allow the customers to cancel or delay orders without liability, require us to develop specific product mitigation plans for product delivery constraints caused by unexpected or catastrophic situations to help assure quick production recovery, and that require most favored customer pricing, significant discounts, extended payment terms and volume rebates. At times these customers require broad indemnity obligations and large direct and consequential damage provisions in the event we breach our contracts with them. At times these contracts have supply constraint requirements which mandate that we allocate large product inventories for a specific contract. These inventory requirements expose us to higher risks of inventory obsolescence and can adversely impact our ability to provide adequate product supply to other customers.
While we attempt to limit the number of contracts that contain the non-standard terms of sale described above and attempt to contractually limit our potential liability under such contracts, we have been, and expect to be, required to agree to some or all of such provisions to secure orders from very large customers and to continue to grow our business. These arrangements expose us to significant additional legal and operational risks which could result in a material adverse impact on our business, results of operations and financial condition. In addition, these larger orders are more volatile, are subject to greater discount variability and may contract at a faster pace during an economic downturn. We attempt to manage these risks but there can be no assurance that we will be successful in our efforts.
Revenue Derived from Systems Orders Could Adversely Affect our Gross Margin and Could Lead to Greater Variability in our Quarterly Results. To the extent that the amount of our net sales derived from systems orders increases in future periods, either in absolute dollars or as a percentage of our overall business, our gross margins could decline, and we could experience greater volatility in our financial results and business, and see a greater negative financial impact from current and future downturns in the global industrial economy. System orders may also have an impact on the historical seasonal pattern of our net sales and our results of operations. System orders make managing inventory levels more difficult as we have in the past and may have to in the future build large quantities of inventory in anticipation of future demand that may not materialize. System orders may also introduce additional short-term variability in our quarterly results as additional time may be required to convert these opportunities into sales.
We Have Established a Budget and Variations from Our Budget Will Affect Our Financial Results. We have established an operating budget for fiscal 2022. Our budget was established based on the estimated revenue from sales of our products which are based on anticipated economic conditions in the markets in which we do business as well as the timing and volume of our new products and the expected penetration of both new and existing products in the marketplace. If demand for our products during the remainder of 2022 is less than the demand we anticipated in setting our fiscal year budget, our operating results could be negatively impacted.
If we exceed our budgeted level of expenses or if we cannot reduce expenditures in response to a decrease in net sales, our operating results could be adversely affected. Our spending could exceed our budget due to a number of factors, including, but not limited to:
•continued foreign currency fluctuations;
•increased manufacturing costs resulting from component supply shortages or component price fluctuations;
•additional marketing costs for new product introductions or for conferences and tradeshows;
•the timing, cost or outcome of any future intellectual property litigation or commercial disputes;
•unanticipated costs related to acquisitions we may make; or
•increased component costs resulting from vendors increasing their sales prices.
We have incurred additional, unexpected costs as a result of the COVID-19 pandemic, including costs for acquisition of additional personal protective equipment (“PPE”), enhanced cleaning and environmental sanitation costs, above average freight costs, and increased labor expense. We expect such costs to continue; however, we are not able to reasonably predict the total amount of costs we will incur related to the pandemic, and such costs could increase.
Our Quarterly Results are Subject to Fluctuations Due to Various Factors that May Adversely Affect Our Business and Results of Operations. Our quarterly operating results have fluctuated in the past and may fluctuate significantly in the future due to a number of factors, including, but not limited to:
•changes in the amount of revenue derived from very large orders (including orders from our very large customers) and the pricing, margins, and other terms of such orders;
•major public health concerns such as pandemics or other factors;
•tariffs and trade restrictions imposed by the U.S. or other countries;
•fluctuations in foreign currency exchange rates;
•changes in global economic conditions;
•changes in the capacity utilization including at our manufacturing facilities;
•changes in the mix of products sold;
•the availability and pricing of components from third parties (especially limited sources);
•the difficulty in maintaining margins, including the higher margins traditionally achieved in international sales;
•changes in pricing policies by us, our competitors or suppliers;
•the timing, cost or outcome of any future intellectual property litigation or commercial disputes;
•delays in product shipments caused by human error or other factors; or
•disruptions in transportation channels.
We have Outstanding Debt and may Incur Other Debt in the Future, which could Adversely Affect Our Financial Condition, Liquidity and Results of Operations. We currently have outstanding debt as well as additional borrowing capacity available under our revolving credit facility. We may borrow additional amounts in the future (which would be subject to lender approval) and use the proceeds from any future borrowing for general corporate purposes, future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock. Our incurrence of this debt, and increases in our aggregate levels of debt, may adversely affect our operating results and financial condition by, among other things:
•requiring a portion of our cash flow from operations to make interest payments on this debt;
•increasing our vulnerability to general adverse economic and industry conditions;
•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business; and
•limiting our flexibility in planning for, or reacting to, changes in our business and the industry.
Our existing revolving credit facility imposes restrictions on us, including restrictions on our ability to create liens on our assets, the ability of our subsidiaries to incur indebtedness, the ability to make certain investments, consummate certain asset sales, or engage in certain transactions, and require us to maintain compliance with specified financial ratios. Our ability to comply with these ratios and other restrictions may be affected by events beyond our control. If we breach any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our outstanding indebtedness could be declared immediately due and payable. Although we currently are in compliance with our debt agreements, if our operating and financial performance deteriorates, there would be an increased risk regarding future compliance with our debt covenants.
Additionally, the borrowings under our revolving credit facility accrue interest at variable rates, including LIBOR, which expose us to interest rate risk. If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will decrease. In addition, in May 2021, the United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced that it will no longer persuade or compel banks to submit one-week and two-month U.S. dollar LIBOR after December 31, 2021 and all other U.S. dollar LIBOR settings after June 30, 2023. Furthermore, the U.S. Federal Reserve issued a statement encouraging banks to stop new U.S. dollar LIBOR issuances by December 31, 2021.
The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of, among other entities, large U.S. financial institutions, has proposed the Secured Overnight Financing Rate ("SOFR") as a replacement index for U.S. dollar LIBOR. SOFR measures the cost of borrowing cash overnight, backed by U.S. Treasury securities. However, SOFR is observed and backward-looking, which stands in contrast with LIBOR, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Whether or not SOFR attains market traction as a LIBOR replacement rate remains in question. The phase-out and replacement of LIBOR, as well as the market's reaction to such, may adversely impact variable interest rates offered under our revolving credit facility as well as the amount of our interest payments owed under such facility.
Our Revenues are Subject to Seasonal Variations. In previous years, our revenues have been characterized by seasonality, with revenues typically growing from the first quarter to the second quarter, being relatively constant from the second quarter to the third quarter, growing in the fourth quarter compared to the third quarter and declining in the first quarter of the following year from the fourth quarter of the preceding year. This historical trend has been affected and may continue to be affected in the future by broad fluctuations in the global industrial economy as well as the timing of new product introductions or any acquisitions. In addition, revenue derived from very large orders, including those from our very large customers, have had a significant impact on our historical seasonal trends as these orders may be more sensitive to changes in the global industrial economy, may be subject to greater volatility in timing and amount, greater discount variability, lower gross margins, and may contract at a faster pace during economic downturns.
Compliance with Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 is Costly and Challenging. As required by Section 302 of the Sarbanes-Oxley Act of 2002, this Form 10-K contains our management’s certification of adequate disclosure controls and procedures as of December 31, 2021. This annual report on Form 10-K also contains a report by our management on our internal control over financial reporting including an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021 and an attestation and report by our external auditors with respect to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. While these assessments and reports did not reveal any material weaknesses in our internal control over financial reporting, compliance with Sections 302 and 404 is required for each future fiscal year end. We expect that the ongoing compliance with Sections 302 and 404 will continue to be both costly and challenging and there can be no assurance that material weaknesses will not be identified in future periods. Any adverse results from such ongoing compliance efforts could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.
Our Tax Returns and Other Tax Matters are Subject to Examination by the U.S. Internal Revenue Service and Other Tax Authorities and Governmental Bodies and the Results of These Examinations Could Have a Material Adverse Effect on Our Financial Condition. We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns. These uncertain tax positions are subject to examination by the U.S. Internal Revenue Service and other tax authorities. There can be no assurance as to the outcome of any future examinations. If the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flows, and financial condition could be materially adversely affected. Our tax years 2015 through 2021 remain open to examination by the major taxing jurisdictions to which we are subject.
Tax Law Changes in Hungary Could Have a Negative Impact on our Effective Tax Rate, Earnings and Results of Operations. The profit from our Hungarian operations benefits from the fact that it is subject to an effective income tax rate that is lower than the U.S. federal statutory tax rate. Our earnings in Hungary are subject to a statutory tax rate of 9%. In addition, effective January 1, 2010, certain qualified research and development expenses in Hungary became eligible for an enhanced tax deduction. These tax benefits may not be available in future years due to changes in political conditions in Hungary or changes in tax laws in Hungary or in the U.S. The reduction or elimination of these benefits in Hungary could result in an increase in our future effective income tax rate which could have a material adverse effect on our operating results. (See Note 10 - Income taxes of Notes to Consolidated Financial Statements for additional discussion regarding the impact of these matters on our income taxes).
Our Income Tax Rate Could be Adversely Affected by the Expiration of a Tax Holiday in Malaysia. Profits from our manufacturing facility in Penang, Malaysia are free of tax under a 15-year tax holiday effective January 1, 2013. The tax holiday has been extended for a period of ten years starting from the year 2028. If we fail to satisfy the conditions of the tax holiday, this tax benefit may be terminated early. The expiration of the tax holiday in Malaysia could have a material adverse effect on our operating results. (See Note 10 - Income taxes of Notes to Consolidated Financial Statements for additional discussion regarding the impact of this tax holiday on our income taxes).
Acquisitions, Joint Ventures, Alliances, or Similar Strategic Relationships, or Dispositions of Any of Our Businesses, and the Related Integration or Separation Risks May Disrupt or Otherwise Have a Material Adverse Effect on Our Business and Financial Results. As part of our business strategy, we pursue selective acquisitions, as well as joint ventures, partnerships, alliances, or similar strategic transactions and relationships with third parties, to support our business. We may also undertake dispositions of certain of our businesses or products. Achieving the anticipated benefits of an acquisition or other strategic transaction depends upon the effectiveness of our diligence and whether the integration of the acquired business, products or technology is accomplished efficiently and effectively. The successful integration of recent acquisitions, as well as potential future acquisitions, depends on a variety of factors, including but not limited to:
•the achievement of anticipated cost savings, synergies, business opportunities and growth prospects from combining the acquired company;
•the scalability of production, manufacturing and marketing of products of a newly acquired company to broader adjacent markets;
•the complexities of the technologies being integrated;
•the ability to cohesively integrate operations, product definitions, price lists, delivery, and technical support for products and solutions of a newly acquired company into our existing operations;
•the compatibility of our infrastructure, operations, policies and organizations with those of the acquired company;
•the retention of key employees; and
•the management of relationships with our strategic partners, suppliers, and customer base and the necessities of integrating and retaining key personnel with disparate business backgrounds and combining different corporate cultures.
The time invested in completing any strategic transaction as well as the integration of operations following a strategic transaction also requires the dedication of management resources, which may distract attention from our day-to-day business and may disrupt key research and development, marketing or sales efforts. Our inability to successfully integrate any of our acquisitions could harm our business. We may experience increased challenges related to our integration of acquired businesses, as well our ability to execute on potential acquisitions, as a result of the COVID-19 pandemic and its impact including travel restrictions, global demand uncertainty, and financial market volatility. The existing products or services previously sold or otherwise provided by entities we have acquired may be of a lesser quality than our products or could contain errors, vulnerabilities or malware that produce incorrect results on which users rely or cause failure or interruption of systems or processes, or be exploited to conduct cyber-attacks, that could subject us to liability claims that could have a material adverse effect on our operating results or financial position. Furthermore, products acquired, developed, or marketed in connection with acquisitions or other strategic transactions may not gain acceptance in our markets, and we may not achieve the anticipated or desired benefits of such transactions.
Similarly, any divestitures have inherent risks, including the inability to find potential buyers with favorable terms, the expense of selling the entity, business, or product line, the possibility that any anticipated sale will be delayed or will not occur, the potential impact on our cash flows and results of operations which may dilute our earnings per share, the potential delay or failure to realize the perceived strategic or financial merits of the divestment, difficulties in the separation of operations, services, information technology, products and personnel, potential loss of customers or employees, exposure to unanticipated liabilities, unexpected costs associated with such separation, diversion of management’s attention from other business concerns and potential post-closing claims for alleged breaches of related agreements, indemnification or other disputes.
Acquisitions may also expose us to unforeseen liabilities related to prior operations of businesses or entities we acquire, including as a result of such businesses or entities not having been operated in accordance with applicable laws.
Future acquisitions or dispositions could also result in the incurrence of additional debt, contingent liabilities or amortization expenses, or write-offs of goodwill and other intangible assets, any of which could harm our financial condition.
Our Financial Performance is Subject to Risks Associated with Changes in the Value of the U.S. Dollar versus Local Currencies. The vast majority of our sales outside of the U.S. are denominated in local currencies, and accordingly, the U.S. dollar equivalent of these sales is affected by changes in the foreign currency exchange rates. If the local currencies in which we sell our products strengthen against the U.S. dollar, we have in the past, and in the future may need to, lower our prices in the local currency to remain competitive in our international markets. This could have a material adverse effect on our gross and net profit margins. If the local currencies in which we sell our products weaken against the U.S. dollar and if the local sales prices cannot be raised due to competitive pressures, we will experience a deterioration of our gross and net profit margins. In the past, we have noted that significant volatility in foreign currency exchange rates in the markets in which we do business has had a significant impact on the revaluation of our foreign currency denominated firm commitments, on our ability to forecast our U.S. dollar equivalent net sales and expenses and on the effectiveness of our hedging programs. In the past, these dynamics have also adversely affected our net sales growth in international markets and may pose similar challenges in the future. See “Results of Operations” in this Form 10-K for further discussion on the effect that changes in the foreign currency exchange rates have had on our operating results. See “Current business outlook” in this Form 10-K for information regarding recent business conditions.
Orders With a Value of Greater than One Million Dollars Expose Us to Significant Additional Business and Legal Risks that Could Have a Material Adverse Impact on our Business, Results of Operations and Financial Condition. We continue to make a concentrated effort to increase our net sales through the pursuit of orders with a value greater than $1.0 million. These types of orders expose us to significant additional business and legal risks compared to smaller orders. Our very large customers frequently require contract terms that vary substantially from our standard terms of sale. At times these orders include terms that impose critical delivery commitments and severe contractual liabilities if we fail to provide the required quantity of products at the required delivery times, impose product acceptance requirements and product performance evaluation requirements which create uncertainty with respect to the timing of our ability to recognize revenue from such orders, allow the customers to cancel or delay orders without liability, require us to develop specific product mitigation plans for product delivery constraints caused by unexpected or catastrophic situations to help assure quick production recovery, and that require most favored customer pricing, significant discounts, extended payment terms and volume rebates. At times these customers require broad indemnity obligations and large direct and consequential damage provisions in the event we breach our contracts with them. At times these contracts have supply constraint requirements which mandate that we allocate large product inventories for a specific contract. These inventory requirements expose us to higher risks of inventory obsolescence and can adversely impact our ability to provide adequate product supply to other customers.RISKS RELATED TO OUR COMMON STOCK
While we attempt to limit the number of contracts that contain the non-standard terms of sale described above and attempt to contractually limit our potential liability under such contracts, we have been and expect to be required to agree to some or all of such provisions to secure orders from these customers and to continue to grow our business. These arrangements expose us to significant additional legal and operational risks which could result in a material adverse impact on our business, results of operations and financial condition. In addition, these larger orders are more volatile, are subject to greater discount variability and may contract at a faster pace during an economic downturn. We attempt to manage these risks but there can be no assurance that we will be successful in our efforts.
Revenue Derived from Large Orders Could Adversely Affect our Gross Margin and Could Lead to Greater Variability in our Quarterly Results. We define our large order business as orders with a value greater than $100,000. These orders have been and may continue to be more sensitive to changes in the global industrial economy, subject to greater discount variability and such orders may be pushed-out or reduced at a faster pace during an economic downturn compared to orders valued at less than $100,000. To the extent that the amount of our net sales derived from large orders increases in future periods, either in absolute dollars or as a percentage of our overall business, our gross margins could decline, and we could experience greater volatility and see a greater negative impact from future downturns in the global industrial economy. This dynamic may also have an impact on the historical seasonal pattern of our net sales and our results of operations. These types of orders also make managing inventory levels more difficult as we have in the past and may have to in the future build large quantities of inventory in anticipation of future demand that may not materialize.
Our Product Revenues are Dependent on Certain Industries and Contractions in these Industries Could Have a Material Adverse Effect on Our Results of Operations. Sales of our products are dependent on customers in certain industries, particularly the telecommunications, semiconductor, consumer electronics, automotive, energy, automated test equipment, defense and aerospace industries. As we have experienced in the past, and as we may continue to experience in the future, downturns characterized by diminished product demand in any one or more of these industries may result in decreased sales and a material adverse effect on our operating results. We cannot predict when and to what degree contractions in these industries may occur; however, any sharp or prolonged contraction in one or more of these industries could have a material adverse effect on our business and results of operations.
Uncertain Global Economic Conditions Could Materially Adversely Affect Our Business and Results of Operations. Our operations and performance are sensitive to fluctuations in general economic conditions, both in the U.S. and globally. Uncertainty about global and regional economic conditions poses a risk to us as businesses may postpone spending in response to tighter credit, higher unemployment, financial market volatility, government austerity programs, negative financial news, geopolitical instability, declines in income or asset values and/or other factors. Negative trends or sentiments in worldwide and regional economic conditions could have a material adverse effect on demand for our products and services. These factors as well as others we may not contemplate could have a material adverse effect on the spending patterns of businesses including our current and potential customers which could have a material adverse effect on our net sales and our results of operations. See “Current business outlook” in this Form 10-K for information regarding recent business conditions.
Concentrations of Credit Risk and Uncertain Conditions in the Global Financial Markets May Adversely Affect Our Business and Results of Operations. By virtue of our holdings of cash, investment securities and foreign currency derivatives, we have exposure to many different counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks and investment banks. Many of these transactions expose us to credit risk in the event of a default of our counterparties. We continue to monitor the stability of the financial markets, particularly those in the emerging markets. We can give no assurance that we will not be negatively impacted by any adverse outcomes in those markets. There can be no assurance that any losses or impairments to the carrying value of our financial assets as a result of defaults by our counterparties would not materially and adversely affect our business, financial position and results of operations.
We Have Established a Budget and Variations From Our Budget Will Affect Our Financial Results. We have an operating budget for 2018. Our budget was established based on the estimated revenue from sales of our products which are based on anticipated economic conditions in the markets in which we do business as well as the timing and volume of our new products and the expected penetration of both new and existing products in the marketplace. If demand for our products during 2018 is less than the demand we anticipated in setting our 2018 budget, our operating results could be negatively impacted.
If we exceed our budgeted level of expenses or if we cannot reduce expenditures in response to a decrease in net sales, our operating results could be adversely affected. Our spending could exceed our budget due to a number of factors, including, but not limited to:
continued foreign currency fluctuations;
increased manufacturing costs resulting from component supply shortages or component price fluctuations;
additional marketing costs for new product introductions or for conferences and tradeshows;
the timing, cost or outcome of any future intellectual property litigation or commercial disputes;
additional unanticipated costs related to acquisitions we may make; or
increased component costs resulting from vendors increasing their sales prices.
We Operate in Intensely Competitive Markets. The markets in which we operate are characterized by intense competition from numerous competitors, some of which are divisions of large corporations having far greater resources than we have, and we may face further competition from new market entrants in the future. A key competitor is Keysight Technologies Inc. (“Keysight”) which was part of Agilent until November 2014. Keysight offers hardware and software products that provide solutions that directly compete with our virtual instrumentation products including its own line of PXI based hardware. Keysight is aggressively advertising and marketing products that are competitive with our products. Because of Keysight’s strong position in the instrumentation business, changes in its marketing strategy or product offerings could have a material adverse effect on our operating results.
We believe our ability to compete successfully depends on a number of factors both within and outside our control, including, but not limited to:
general market and economic conditions;
our ability to maintain and grow our business with our very large customers;
our ability to meet the volume and service requirements of our large customers;
success in developing and selling new products;
industry consolidation, including acquisitions by us or our competitors;
capacity utilization and the efficiency of manufacturing operations;
timing of our new product introductions;
new product introductions by competitors;
the ability of competitors to more fully leverage low cost geographies for manufacturing or distribution;
product pricing, including the impact of currency exchange rates;
effectiveness of sales and marketing resources and strategies;
adequate manufacturing capacity and supply of components and materials;
strategic relationships with our suppliers;
product quality and performance;
protection of our products by effective use of intellectual property laws;
the financial strength of our competitors;
the outcome of any future litigation or commercial dispute;
barriers to entry imposed by competitors with significant market power in new markets; and,
government actions throughout the world.
There can be no assurance that we will be able to compete successfully in the future.
Our Quarterly Results are Subject to Fluctuations Due to Various Factors that May Adversely Affect Our Business and Result of Operations. Our quarterly operating results have fluctuated in the past and may fluctuate significantly in the future due to a number of factors, including, but not limited to:
fluctuations in foreign currency exchange rates;
changes in global economic conditions;
changes in the amount of revenue derived from very large orders (including orders from our very large customers) and the pricing, margins, and other terms of such orders;
changes in the capacity utilization including at our facility in Malaysia;
changes in the mix of products sold;
the availability and pricing of components from third parties (especially limited sources);
the difficulty in maintaining margins, including the higher margins traditionally achieved in international sales;
changes in pricing policies by us, our competitors or suppliers;
the timing, cost or outcome of any future intellectual property litigation or commercial disputes;
delays in product shipments caused by human error or other factors; or,
disruptions in transportation channels.
Our Revenues are Subject to Seasonal Variations. In previous years, our revenues have been characterized by seasonality, with revenues typically growing from the first quarter to the second quarter, being relatively constant from the second quarter to the third quarter, growing in the fourth quarter compared to the third quarter and declining in the first quarter of the following year from the fourth quarter of the preceding year. This historical trend has been affected and may continue to be affected in the future by broad fluctuations in the global industrial economy as well as the timing of new product introductions or any acquisitions. In addition, revenue derived from very large orders, including those from our largest customer, have had a significant impact on our historical seasonal trends as these orders may be more sensitive to changes in the global industrial economy, may be subject to greater volatility in timing and amount, greater discount variability, lower gross margins, and may contract at a faster pace during economic downturns.
Our Tax Returns and Other Tax Matters are Subject to Examination by the U.S. Internal Revenue Service and Other Tax Authorities and Governmental Bodies and the Results of These Examinations Could Have a Material Adverse Effect on Our Financial Condition. We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns. These uncertain tax positions are subject to examination by the U.S. Internal Revenue Service and other tax authorities. There can be no assurance as to the outcome of any future examinations. If the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flows, and financial condition could be materially adversely affected. Our tax years 2008 through 2017 remain open to examination by the major taxing jurisdictions to which we are subject.
Tax Law Changes in Hungary Could Have a Negative Impact on our Effective Tax Rate, Earnings and Results of Operations. The profit from our Hungarian operations benefits from the fact that it is subject to an effective income tax rate that is lower than the U.S. federal statutory tax rate. Our earnings in Hungary are subject to a statutory tax rate of 9%. In addition, effective January 1, 2010, certain qualified research and development expenses in Hungary became eligible for an enhanced tax deduction. These tax benefits may not be available in future years due to changes in political conditions in Hungary or changes in tax laws in Hungary or in the U.S. The reduction or elimination of these benefits in Hungary could result in an increase in our future effective income tax rate which could have a material adverse effect on our operating results. (See “Note 9 – Income taxes” of Notes to Consolidated Financial Statements for additional discussion regarding the impact of these matters on our income taxes).
Our Income Tax Rate could be Adversely Affected by the Expiration of a Tax Holiday in Malaysia. Profits from our manufacturing facility in Penang, Malaysia are free of tax under a 15 year tax holiday effective January 1, 2013. If we fail to satisfy the conditions of the tax holiday, this tax benefit may be terminated early. The expiration of the tax holiday in Malaysia could have a material adverse effect on our operating results. (See “Note 9 – Income taxes” of Notes to Consolidated Financial Statements for additional discussion regarding the impact of this tax holiday on our income taxes).
Our Business is Dependent on Key Suppliers and Distributors and Disruptions in these Businesses Could Adversely Affect our Business and Results of Operations. Our manufacturing processes use large volumes of high-quality components and subassemblies supplied by outside sources. Several of these items are only available through limited sources. Limited source items purchased include custom ASICs, chassis and other components. We have in the past experienced delays and quality problems in connection with limited source items, and there can be no assurance that these problems will not recur in the future. Accordingly, our failure to receive items from limited suppliers could result in a material adverse effect on our net sales and operating results. In the event that any of our limited source suppliers experience significant financial or operational difficulties due to adverse global economic conditions or otherwise, our business and operating results would likely be adversely impacted until we are able to secure another source for the required materials.
In some countries, we use distributors to support our sales channels. In the event that any of our distributors experience significant financial or operational difficulties due to adverse global economic conditions or if we experience disruptions in the use of these distributors, our business and operating results would likely be adversely impacted until we are able to secure another distributor or establish direct sales capabilities in the affected market.
We May Experience Component Shortages that May Adversely Affect Our Business and Result of Operations. As has occurred in the past and as may be expected to occur in the future, supply shortages of components used in our products, including limited source components, can result in significant additional costs and inefficiencies in manufacturing. If we are unsuccessful in resolving any such component shortages in a timely manner, we will experience a significant impact on the timing of revenue, a possible loss of revenue, or an increase in manufacturing costs, any of which would have a material adverse impact on our operating results.
We Rely on Management Information Systems and Interruptions in our Information Technology Systems or Cyber-Attacks on our Systems Could Adversely Affect our Business. We rely on the efficient and uninterrupted operation of complex information technology systems and networks to operate our business. We rely on a primary global center for our management information systems and on multiple systems in branches not covered by our global center. As with any information system, unforeseen issues may arise that could affect our ability to receive adequate, accurate and timely financial information, which in turn could inhibit effective and timely decisions. Furthermore, it is possible that our global center for information systems or our branch operations could experience a complete or partial shutdown. A significant system or network disruption could be the result of new system implementations, computer viruses, cyber-attacks, security breaches, facility issues or energy blackouts. Threats to our information technology security can take a variety of forms and individuals or groups of hackers or sophisticated organizations including state-sponsored organizations, may take steps that pose threats to our customers and our infrastructure. If we were to experience a shutdown, disruption or attack, it would adversely impact our product shipments and net sales, as order processing and product distribution are heavily dependent on our management information systems. Such an interruption could also result in a loss of our intellectual property or the release of sensitive competitive information or partner, customer or employee personal data. Any loss of such information could harm our competitive position, result in a loss of customer confidence, and cause us to incur significant costs to remedy the damages caused by the disruptions or security breaches. In addition, changing laws and regulations governing our responsibility to safeguard private data could result in a significant increase in operating or capital expenditures needed to comply with these new laws or regulations. Accordingly, our operating results in such periods would be adversely impacted. From time to time, we have experienced attempts to breach our security and attempts to introduce malicious software into our information technology systems; however, such attacks have not previously resulted in any material damage to us.
We are continually working to maintain reliable systems to control costs and improve our ability to deliver our products in our markets worldwide. Our efforts include, but are not limited to the following: firewalls, antivirus protection, patches, log monitors, routine backups with offsite retention of storage media, system audits, data partitioning and routine password modifications. Our internal information technology systems environment continues to evolve and our business policies and internal security controls may not keep pace as new threats emerge. No assurance can be given that our efforts to continue to enhance our systems will be successful.
We are Subject to Risks Associated with Our Website. We devote significant resources to maintaining our website, ni.com, as a key marketing, sales and support tool and expect to continue to do so in the future. Failure to properly maintain our website may interrupt normal operations, including our ability to provide quotes, process orders, ship products, provide services and support to our customers, bill and track our customers, fulfill contractual obligations and otherwise run our business, which would have a material adverse effect on our results of operations. We host our website internally. Any failure to successfully maintain our website or any significant downtime or outages affecting our website could have a material adverse impact on our operating results.
Our Products are Complex and May Contain Bugs or Errors. As has occurred in the past and as may be expected to occur in the future, our software products or third-party operating systems on which our products are based often contain bugs or errors. Our products operate in conjunction with third-party products and components across a broad ecosystem. As has occurred in the past and as may be expected to occur in the future, our products, or products or components in conjunction with which they operate, may contain design flaws. These flaws, or fixes to these flaws, may have a negative impact on the performance of our products, which could result in additional costs, liability claims, reduced revenue, or harm to our reputation or competitive position, any of which could have a material adverse impact on our operating results.
We Are Subject to the Risk of Product Liability Claims. Our products are designed to provide information upon which users may rely. Our products are also used in “real time” applications requiring extremely rapid and continuous processing and constant feedback. Such applications give rise to the risk that a failure or interruption of the system or application could result in economic damage, bodily harm or property damage. We attempt to assure the quality and accuracy of the processes contained in our products, and to limit our product liability exposure through contractual limitations on liability, limited warranties, express disclaimers and warnings as well as disclaimers contained in our “shrink wrap” and electronically displayed license agreements with end-users. If our products contain errors that produce incorrect results on which users rely or cause failure or interruption of systems or processes, customer acceptance of our products could be adversely affected. Further, we could be subject to liability claims that could have a material adverse effect on our operating results or financial position. Although we maintain liability insurance for product liability matters, there can be no assurance that such insurance or the contractual limitations used by us to limit our liability will be sufficient to cover or limit any claims which may occur.
Our Acquisitions are Subject to a Number of Related Costs and Challenges that Could Have a Material Adverse Effect on Our Business and Results of Operations. In recent years, we have completed several acquisitions. Achieving the anticipated benefits of an acquisition depends upon whether the integration of the acquired business, products or technology is accomplished efficiently and effectively. In addition, successful acquisitions generally require, among other things, integration of product offerings, manufacturing operations and coordination of sales and marketing and R&D efforts. These difficulties can become more challenging due to the need to coordinate geographically separated organizations, the complexities of the technologies being integrated, and the necessities of integrating personnel with disparate business backgrounds and combining different corporate cultures. The integration of operations following an acquisition also requires the dedication of management resources, which may distract attention from our day-to-day business and may disrupt key R&D, marketing or sales efforts. Our inability to successfully integrate any of our acquisitions could harm our business. The existing products previously sold by entities we have acquired may be of a lesser quality than our products or could contain errors that produce incorrect results on which users rely or cause failure or interruption of systems or processes that could subject us to liability claims that could have a material adverse effect on our operating results or financial position. Furthermore, products acquired in connection with acquisitions may not gain acceptance in our markets, and we may not achieve the anticipated or desired benefits of such transactions.
Compliance With Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 is Costly and Challenging. As required by Section 302 of the Sarbanes-Oxley Act of 2002, this Form 10-K contains our management’s certification of adequate disclosure controls and procedures as of December 31, 2017. This annual report on Form 10-K also contains a report by our management on our internal control over financial reporting including an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017 and an attestation and report by our external auditors with respect to the effectiveness of our internal control over financial reporting under Section 404. While these assessments and reports did not reveal any material weaknesses in our internal control over financial reporting, compliance with Sections 302 and 404 is required for each future fiscal year end. We expect that the ongoing compliance with Sections 302 and 404 will continue to be both very costly and very challenging and there can be no assurance that material weaknesses will not be identified in future periods. Any adverse results from such ongoing compliance efforts could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.
Our Business Depends on Our Proprietary Rights and We Have Been Subject to Intellectual Property Litigation. Our success depends on our ability to obtain and maintain patents and other proprietary rights relative to the technologies used in our principal products. Despite our efforts to protect our proprietary rights, unauthorized parties may have in the past infringed or violated certain of our intellectual property rights. We from time to time engage in litigation to protect our intellectual property rights. In monitoring and policing our intellectual property rights, we have been and may be required to spend significant resources. We from time to time may be notified that we are infringing certain patent or intellectual property rights of others. There can be no assurance that any future intellectual property dispute or litigation will not result in significant expense, liability, injunction against the sale of some of our products, and a diversion of management’s attention, any of which may have a material adverse effect on our operating results.
Our Business Depends on the Continued Service of Our Key Management and Technical Personnel. Our success depends upon the continued contributions of our key management, sales, marketing, research and development and operational personnel including Alex Davern, our President and Chief Executive Officer, and other members of our senior management and key technical personnel. In connection with his promotion to Chief Executive Officer in January 2017, we entered into an employment agreement with Mr. Davern. We have no other agreements providing for the employment of any of our key employees for any fixed term and our key employees may voluntarily terminate their employment with us at any time. The loss of the services of one or more of our key employees in the future could have a material adverse effect on our operating results. We also believe our future success will depend upon our ability to attract and retain additional highly skilled management, technical, marketing, research and development, and operational personnel with experience in managing large and rapidly changing companies, as well as training, motivating and supervising employees. The market for hiring and retaining certain technical personnel, including software engineers, has become more competitive and intense in recent years. Failure to attract and retain a sufficient number of qualified technical personnel, including software engineers or retain our key personnel could have a material adverse effect on our operating results.
Our Operations are Subject to a Variety of Environmental Regulations and Costs that May Have a Material Adverse Effect on our Business and Results of our Operations. We must comply with many different governmental regulations related to the use, storage, discharge and disposal of toxic, volatile or otherwise hazardous chemicals used in our operations in the U.S., Hungary, and Malaysia. Although we believe that our activities conform to presently applicable environmental regulations, our failure to comply with present or future regulations could result in the imposition of fines, suspension of production or a cessation of operations. Any such environmental regulations could require us to acquire costly equipment or to incur other significant expenses to comply with such regulations. Any failure by us to control the use of or adequately restrict the discharge of hazardous substances could subject us to future liabilities.
Provisions in Our Charter Documents and Delaware Law May Delay or Prevent an Acquisition of Us. Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board of Directors. These provisions include a classified Board of Directors, prohibition of stockholder action by written consent, prohibition of stockholders to call special meetings and the requirement that the holders of at least 80% of our shares approve any business combination not otherwise approved by two-thirds of our Board of Directors. Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. In addition, our Board of Directors has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We own approximately 145 acres of land in the Austin, Texas area. Our principal corporate and research and development activities are conducted in threeat Company owned buildings we own in Austin, Texas; 232,000 square foot and 140,000 square foot office facilities, and a 380,000 square foot research and development facility. We also own a 136,000 square foot office building in Austin, Texas which is being leased to third parties.Texas.
Our principal manufacturing activities are conducted in Debrecen, Hungary and Penang, Malaysia. We own a 306,000 square foot manufacturing, distribution and general and administrative facility in Debrecen, Hungary and a 314,000 square foot manufacturing, research and development, and general and administrative facility in Penang, Malaysia. In total, weWe also hold a 99 year99-year lease on approximately 23 acres of land comprised of two tracts in an industrial park in Penang, Malaysia.
Our German subsidiary, National Instruments Engineering GmbH & Co. KG, owns a 25,500 square foottwo office building in Aachen, Germany in which a majority of its activities are conducted. National Instruments Engineering owns another 19,375 square foot office buildingbuildings in Aachen, Germany which isare partially leased to third-parties. National Instruments Corporation (UK) Limited, United Kingdom, owns a 29,270 square footan office building in Newbury, UK.UK, in which a majority of its activities are conducted.
As of December 31, 2017,2021, we also leased a number of sales and support offices in the U.S. and various countries throughout the world. We believe our existingAll of these facilities are adequate to meet our current requirements.well maintained and suitable for the operations conducted in them.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a party to any material litigation. However, in the ordinary course of our business, we have in the past, are currently and will likely become involved in a limited number ofvarious legal actions, both as plaintiffproceedings, claims, and defendant,regulatory, tax or government inquiries and investigations, and could incur uninsured liability in any one or more of them. We also periodically receive notifications from various third parties related to alleged infringement of patents or intellectual property rights, commercial disputes or other matters. No assurances can be given with respect to the extent or outcome of any futureinvestigation, litigation or dispute.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock began tradingis traded on The NASDAQ Stock Market under the symbol NATI effective March 13, 1995. The high and low closing prices for our common stock, as reported by Nasdaq for the two most recent fiscal years, are as indicated in the following table:
|
| | | | | | | | |
| | | High | | Low |
| 2017 | | | | |
| First Quarter 2017 | | $ | 32.81 |
| | $ | 30.37 |
|
| Second Quarter 2017 | | 40.35 |
| | 31.79 |
|
| Third Quarter 2017 | | 43.50 |
| | 38.87 |
|
| Fourth Quarter 2017 | | 45.88 |
| | 41.53 |
|
| | | |
| | |
|
| 2016 | | | | |
| First Quarter 2016 | | $ | 30.26 |
| | $ | 26.89 |
|
| Second Quarter 2016 | | 30.13 |
| | 25.94 |
|
| Third Quarter 2016 | | 29.46 |
| | 26.92 |
|
| Fourth Quarter 2016 | | 31.08 |
| | 27.20 |
|
At the close of business on February 9, 2018,4, 2022, there were approximately 333263 holders of record of our common stock and approximately 36,70440,430 beneficial holders of our common stock.
We believe factors such as quarterly fluctuations in our results of operations, announcements by us or our competitors, changes in earnings estimates by analysts or changes in our financial guidance, technological innovations, new product introductions, governmental regulations, actions, or litigation, may cause the market price of our common stock to fluctuate, perhaps substantially. In addition, stock prices for many technology companies fluctuate widely for reasons that may be unrelated to their operating results. These broad market and industry fluctuations may adversely affect the market price of our common stock.
Dividend
Our cash dividend payments for the two most recent fiscal years, on a per share basis, are indicated in the following table. The dividends were paid on the dates set forth below:
|
| | | |
| | Dividend Amount |
| 2017 | |
| March 6, 2017 | $ | 0.21 |
|
| June 5, 2017 | $ | 0.21 |
|
| September 5, 2017 | $ | 0.21 |
|
| December 4, 2017 | $ | 0.21 |
|
| | |
| 2016 | |
| March 7, 2016 | $ | 0.20 |
|
| June 6, 2016 | $ | 0.20 |
|
| September 6, 2016 | $ | 0.20 |
|
| December 5, 2016 | $ | 0.20 |
|
| | | | | |
| Dividend Amount |
| 2021 | |
| March 1, 2021 | $ | 0.27 | |
| June 1, 2021 | $ | 0.27 | |
| August 30, 2021 | $ | 0.27 | |
| November 29, 2021 | $ | 0.27 | |
| |
| 2020 | |
| March 9, 2020 | $ | 0.26 | |
| June 8, 2020 | $ | 0.26 | |
| September 8, 2020 | $ | 0.26 | |
| December 7, 2020 | $ | 0.26 | |
Our policy as to whether any future dividends will be paid, and if so, the amount, will be based on, among other considerations, our balance of available cash, our ability to obtain external financing through our line of credit, or by selling equity or debt securities to the public or to selected investors, our views on changes in tax rates applied to dividend income, potential future capital requirements related to research and development, expansion into new market areas, strategic investments and business acquisitions, share dilution management, legal risks, and challenges to our business model. Future dividends are subject to approval and declaration by our Board of Directors. Our ability to declare and/or pay dividends is subject to the terms of our revolving credit facility.
On January 24, 2018,19, 2022, our Board of Directors declared a quarterly cash dividend of $0.23$0.28 per common share, payable on March 5, 2018,February 28, 2022, to stockholders of record at the close of business on February 12, 2018.7, 2022.
Issuer Purchase of Equity Securities
See Item 12 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total number of shares purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs | | Maximum number of shares that may yet be purchased under the plans or programs (1) |
| October 1, 2021 to October 31, 2021 | | 740,432 | | | $ | 40.52 | | | 740,432 | | | 270,445 | |
| November 1, 2021 to November 30, 2021 | | — | | | — | | | — | | | 270,445 | |
| December 1, 2021 to December 31, 2021 | | — | | | — | | | — | | | 270,445 | |
| Total | | 740,432 | | | 40.52 | | | 740,432 | | | 270,445 | |
(1) 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. On October 23, 2019, our Board of Directors amended our stock repurchase program to increase the number of shares that may be repurchased by 3,000,000 shares. At December 31, 2021, there were 270,445 shares available for information regarding securities authorized for issuancerepurchase under our equity compensation plans.repurchase program. On January 19, 2022, our Board of Directors approved a new stock repurchase plan for up to $250 million of our common stock, which is in addition to the existing repurchase program. The new repurchase program is effective immediately. Neither of these repurchase programs have expiration dates.
Performance Graph
The following graph compares the cumulative total return to holders of NI’s common stock from December 31, 20122016 to December 31, 20172021 to the cumulative return over such period of the (i) Nasdaq Composite Index, (ii) Russell 2000 Index and (iii) Russell 2500 Index. We previously used the Russell 2000 Index in our performance graph due to the fact that we were not been able to identify a published industry or line of business index that we believed appropriately reflected our industry or line of business. Due to the increasing size of our market capitalization, we determined that the Russell 2500 Index is a more appropriate benchmark than the Russell 2000 index as the average market capitalization is the closest in the Russell family of indices to our market capitalization as of December 31, 2017. In accordance with SEC requirements, we are including both indices during this transitional year.
We considered that some of our primary competitors are or were divisions of large corporations that have other significant business operations such that any index comprised of such competitors would not be reflective of our industry or line of business. We have also considered using a peer group index but do not believe such index is appropriate as we have not been able to identify a sufficient number of public companies with multiple years of trading history as a standalone company that we believe are principally in the same line of business as we are.
The graph assumes that $100 was invested on December 31, 20122016 in NI’s common stock and in each of the other three indices and the reinvestment of all dividends, if any. Stockholders are cautioned against drawing any conclusions from the data contained therein, as past results are not necessarily indicative of future performance.
|
| | | | | | | | | | | | |
| | | 12/31/2012 | | 12/31/2013 | | 12/31/2014 | | 12/31/2015 | | 12/31/2016 | | 12/31/2017 |
| National Instruments | | 100 | | 126 | | 125 | | 119 | | 131 | | 181 |
| Nasdaq | | 100 | | 140 | | 161 | | 172 | | 187 | | 244 |
| Russell 2500 | | 100 | | 137 | | 147 | | 142 | | 167 | | 195 |
| Russell 2000 | | 100 | | 139 | | 146 | | 139 | | 169 | | 193 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 12/31/2016 | | 12/31/2017 | | 12/31/2018 | | 12/31/2019 | | 12/31/2020 | | 12/31/2021 |
| National Instruments | | 100 | | 138 | | 154 | | 147 | | 156 | | 160 |
| Nasdaq | | 100 | | 130 | | 126 | | 172 | | 250 | | 306 |
| Russell 2500 | | 100 | | 117 | | 105 | | 134 | | 161 | | 190 |
| Russell 2000 | | 100 | | 115 | | 102 | | 128 | | 153 | | 176 |
The information contained in the Performance Graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act, of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that NI specifically incorporates it by reference into any such filing. The graph is presented in accordance with SEC requirements.
Issuer Purchase of Equity Securities
|
| | | | | | | | | |
Period | | Total number of shares purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs | | Maximum number of shares that may yet be purchased under the plans or programs (1) |
October 1, 2017 to October 31, 2017 | | - | | - | | - | | 1,134,247 |
|
November 1, 2017 to November 30, 2017 | | - | | - | | - | | 1,134,247 |
|
December 1, 2017 to December 31, 2017 | | - | | - | | - | | 1,134,247 |
|
Total | | - | | - | | - | | 1,134,247 |
|
(1) For the past several years, we have maintained various stock repurchase programs. At December 31, 2017, there were 1,134,247 shares available for repurchase under the plan approved on April 21, 2010. This repurchase plan does not have an expiration date.
Unregistered Sales of Equity Securities
None.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction with our consolidated financial statements, including the Notes to Consolidated Financial Statements contained in this Form 10-K. The information set forth below is not necessarily indicative of the results of our future operations. The information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Reserved.
|
| | | | | | | | | | | | | | | | | | | | |
| | | For the years ended December 31, |
| | | (in thousands, except per share data) |
| | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Statements of Income Data: | | |
| | |
| | |
| | |
| | |
|
| Net sales: | | |
| | |
| | |
| | |
| | |
|
| Americas | | $ | 504,626 |
| | $ | 482,039 |
| | $ | 496,746 |
| | $ | 495,951 |
| | $ | 483,603 |
|
| EMEIA | | 408,625 |
| | 389,843 |
| | 409,119 |
| | 412,401 |
| | 390,301 |
|
| APAC | | 376,135 |
| | 356,297 |
| | 319,591 |
| | 335,510 |
| | 298,654 |
|
| Consolidated net sales | | 1,289,386 |
| | 1,228,179 |
| | 1,225,456 |
| | 1,243,862 |
| | 1,172,558 |
|
| Cost of sales: | | 328,324 |
| | 313,121 |
| | 316,956 |
| | 318,132 |
| | 305,243 |
|
| Gross profit | | 961,062 |
| | 915,058 |
| | 908,500 |
| | 925,730 |
| | 867,315 |
|
| Operating expenses: | | | | |
| | |
| | |
| | |
|
| Sales and marketing | | 477,921 |
| | 461,236 |
| | 452,262 |
| | 461,845 |
| | 447,800 |
|
| Research and development | | 231,761 |
| | 235,706 |
| | 225,131 |
| | 227,433 |
| | 234,796 |
|
| General and administrative | | 105,602 |
| | 98,390 |
| | 93,935 |
| | 91,265 |
| | 87,418 |
|
| Acquisition related adjustment | | — |
| | — |
| | — |
| | — |
| | (1,316 | ) |
| Total operating expenses | | 815,284 |
| | 795,332 |
| | 771,328 |
| | 780,543 |
| | 768,698 |
|
| Operating income | | 145,778 |
| | 119,726 |
| | 137,172 |
| | 145,187 |
| | 98,617 |
|
| Other income (expense): | | | | |
| | |
| | |
| | |
|
| Interest income | | 2,276 |
| | 1,122 |
| | 1,403 |
| | 1,133 |
| | 679 |
|
| Net foreign exchange gain (loss) | | 892 |
| | (4,632 | ) | | (7,075 | ) | | (2,250 | ) | | (2,578 | ) |
| Other (expense) income, net | | (1,566 | ) | | (1,581 | ) | | (221 | ) | | (69 | ) | | 450 |
|
| Income before income taxes | | 147,380 |
| | 114,635 |
| | 131,279 |
| | 144,001 |
| | 97,168 |
|
| Provision for income taxes | | 94,969 |
| | 31,901 |
| | 36,017 |
| | 17,668 |
| | 16,655 |
|
| Net income | | $ | 52,411 |
| | $ | 82,734 |
| | $ | 95,262 |
| | $ | 126,333 |
| | $ | 80,513 |
|
| | | |
| | |
| | |
| | |
| | |
|
| Basic earnings per share | | $ | 0.40 |
| | $ | 0.64 |
| | $ | 0.74 |
| | $ | 0.99 |
| | $ | 0.65 |
|
| | | |
| | |
| | |
| | |
| | |
|
| Weighted average shares outstanding - basic | | 130,300 |
| | 128,453 |
| | 127,997 |
| | 127,030 |
| | 124,558 |
|
| | | |
| | |
| | |
| | |
| | |
|
| Diluted earnings per share | | $ | 0.40 |
| | $ | 0.64 |
| | $ | 0.74 |
| | $ | 0.99 |
| | $ | 0.64 |
|
| | | |
| | |
| | |
| | |
| | |
|
| Weighted average shares outstanding - diluted | | 131,387 |
| | 129,008 |
| | 128,668 |
| | 127,997 |
| | 125,571 |
|
| | | |
| | |
| | |
| | |
| | |
|
| Cash dividends declared per common share | | $ | 0.84 |
| | $ | 0.80 |
| | $ | 0.76 |
| | $ | 0.60 |
| | $ | 0.56 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, |
| | | (in thousands) |
| | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Balance Sheet Data: | | |
| | |
| | |
| | |
| | |
|
| Cash and cash equivalents | | $ | 290,164 |
| | $ | 285,283 |
| | $ | 251,129 |
| | $ | 274,030 |
| | $ | 230,263 |
|
| Short-term investments | | 121,888 |
| | 73,117 |
| | 81,789 |
| | 197,163 |
| | 163,149 |
|
Working capital (1) | | 624,835 |
| | 574,572 |
| | 559,525 |
| | 700,163 |
| | 603,240 |
|
| Total assets | | 1,566,434 |
| | 1,496,564 |
| | 1,453,856 |
| | 1,455,491 |
| | 1,343,551 |
|
| Long-term debt, net of current portion | | — |
| | 25,000 |
| | 37,000 |
| | — |
| | — |
|
| Total stockholders' equity | | 1,128,021 |
| | 1,114,219 |
| | 1,081,721 |
| | 1,117,496 |
| | 1,023,084 |
|
| |
(1) Effective December 31, 2015, our working capital includes the effects of the adoption of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities and any related valuation allowance to be classified as non-current on our Consolidated Balance Sheets. Prior periods were not retrospectively adjusted. |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following “Management’s DiscussionNational Instruments Corporation and Analysis of Financial Condition and Results of Operations” containsits subsidiaries (referred to as the “Company,” “we,” “us,” “our,” “National Instruments” or “NI”) has made forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. Any statements contained herein regarding our future financial performance, operations, plans, investments, expected effects of investments, or other activitiesmatters (including, without limitation, statements to the effect that we “believe,” “expect,” “plan,”, ''intend to”,“may, “intend to,” “may,” "could," "can," “will,” “project,” “anticipate”,"predict," “anticipate,” “continue,” “strive to,” “endeavor to,” “seek to,” “are committed to,” "remaining committed to"; “are encouraged by,” "remain cautious," "remain optimistic," “estimate”, "focus on"; statements of “goals,” “commitments,” "strategy" or “estimate”“visions”; or other variations thereof or comparable terminology or the negative thereof) should be considered forward-looking statements. ActualAll forward-looking statements are based on current expectations and projections of future events. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not guarantees of performance and actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including those set forth under the heading “Risk Factors” beginning on page 13,above and elsewhere in this Form 10-K. Although we believe that the expectations reflected10-K, which could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Actual results could differ materially from those stated or implied by our forward-looking statements, are reasonable, we cannot guarantee future results, levels of activity, performancedue to risks and uncertainties associated with our business or achievements.under different assumptions or conditions. You should not place undue reliance on any of these forward-looking statements. WeAny forward-looking statement speaks only as of the date on which it is made, and we disclaim any intention or obligation to update information contained inor revise any forward-looking statement.statements, whether as a result of new information, future events or otherwise.
Overview
We design, manufacture and sell tools toFor more than 40 years, we have enabled engineers and scientists thataround the world to accelerate productivity, innovation and discovery. Our platform-based approach to engineeringsoftware-centric platform provides an integratedadvanced approach through integration of software and modular hardware platform that speeds the development of systems needingto create automated test and automated measurement and control.systems. We believe our long-term visiontrack record of innovation and focus on technology supportsour differentiated platform help support the success of our customers, employees, partners, suppliers, community and stockholders. We have been profitable in every year since 1990. We sell to a large number of customers in a wide variety of industries. We have been profitable in every year since 1990. No single customer accounted forrepresented more than 3% of our sales in each of the years ended 2017, 2016,2021, 2020 and 2015.2019.
The key strategies that we focus on in running our business are the following:
•Expanding our broad customer base available market opportunity
We strive to increase our already broad customer base and to grow our large order businessavailable market by serving a large market on many computer platforms, through a global marketing and distribution network. We also seek to acquire new technologies and expertise from time to time to openidentifying new opportunities forin existing customers, attracting and serving new customers, and expanding our business to market adjacencies. Our large network of existing product portfolio. customers provides a broad base from which to expand.
•Maintaining a high level of customer satisfaction
To maintain a high level of customer satisfaction we strive to offer innovative, modular and integrated products through a global sales and support network. We strive to maintain a high degree of backwardsbackward compatibility across different platforms to preserve the customer’s investment in our products. In this time of intense global competition, we believe it is crucial that we continue to offer products with high quality and reliability, and that our products provide cost-effective solutions for our customers.
•Leveraging external and internal technology
Our product strategy is to provide superior products by leveraging generally available technology, supporting open architectures on multiple platforms and by leveraging our core technologies such as custom ASICs across multiple products.
We sell into test and measurement and industrial/embedded applications in a broad range of industries and are subject to the economic and industry forces that drive those markets. It has been our experience that the performance of these industries and our performance are impacted by general trends in industrial production for the global economy and by the specific performance of certain vertical markets that are intensive consumers of measurement technologies. Examples of these markets are advanced research, automotive, automated test equipment, consumer electronics, commercial aerospace, computerstypes of customers include semiconductor and electronics, continuous process manufacturing, education, government/transportation, and aerospace, defense medical research/pharmaceutical, power/energy, semiconductors, and telecommunications.government.
•Leveraging a worldwide sales, distribution and manufacturing network
We distribute and sell our software and hardware products primarily through a direct sales organization. We also use independent distributors, OEMs, VARs,original equipment manufacturers, value added resellers, system integrators and consultants to market and sell our products. We have sales offices in the U.S. and sales offices and distributors in key international markets. Sales outside of the Americas accounted for approximately 61%59%, 60% and 60% of our revenues in each of 20172021, 2020 and 2016 and 59% of our revenues in 2015.2019. The vast majority of our foreign sales are denominated in the customers’ local currency, which exposes us to the effects of changes in foreign currency exchange rates. We expect that a significant portion of our total revenues will continue to be derived from international sales. (See Note 132 – SegmentRevenue and geographicNote 14 - Segment information of Notes to Consolidated Financial Statements for details concerning the geographic breakdown of our net sales and long-lived assets)assets, respectively).
We manufacture substantially all of our product volume at our facilities in Debrecen, Hungary and Penang, Malaysia. In 2017, our site in Malaysia produced approximately 35% of our global production and our site in Hungary produced 65% of our global production. Our product manufacturing operations can be divided into four areas: electronic circuit card and module assembly; chassis and cable assembly; technical manuals and product support documentation; and software duplication. Most of our electronic circuit card assemblies, modules and chassis are manufactured in house, although contractors are used from time to time. The majority of our electronic cable assemblies are produced by contractors; however, we do manufacture some on an exception basis. Our software duplication, technical manuals and product support documentation are primarily produced by contractors.
•Delivering high quality, reliable products
We believe that our long-term growth and success depend on delivering high quality software and hardware products on a timely basis. Accordingly, we focus significant efforts on research and development. We focus our research and development efforts on enhancing existing products and developing new products that incorporate appropriate features and functionality to be competitive with respect to technology, price and performance. Our success also depends on our ability to obtain and maintain patents and other proprietary rights related to technologies used in our products. We have engaged in litigation when necessary, and where necessary, will likely engage in future litigation to protect our intellectual property rights. In monitoring and policing our intellectual property rights, we have been and may be required to spend significant resources.
Our operating results fluctuate from period to period due to changes in global economic conditions and a number of other factors.factors such as the impact of the COVID-19 pandemic. As a result, we believe our historical results of operations should not be relied upon as indications of future performance. There can be no assurance that our net sales will grow, or not decline, or that we will remain profitable in future periods.
Current business outlook Business Outlook
Many of
We are continuing to experience strong demand from our customers across the industriesgeographic regions and end markets that we serve, have historically been cyclical and have experienced periodic downturns. In assessing our business, we consider the trends in the Global Purchasing Managers’ Index (“PMI”), global industrial production as well as industry reports on the specific vertical industries that we target. In the three month period ended December 31, 2017, the average of the PMI was 54.0 and the average of the new order element of the PMI was 55.1, both indicating accelerating expansion. For January 2018, the most recent PMI reading was 54.4, slightly above the most recent quarterly average and consistent with the December 2017 reading of 54.5. For January 2018, the new order element of the PMI was 55.4, also above the most recent quarterly average. During the three month period ended December 31, 2017, the PMI in the U.S. and the Eurozone maintained readings above 50. We are unable to predict whether the industrial economy, as measured by the PMI, will remain above the neutral reading of 50, strengthen or contract during 2018.
During 2017, we saw broad based improvement in the industrial economy. We saw revenue growth across most of our product lines and across most geographies where we do business. During 2017, we saw a minor impact on our results of operations from currency fluctuations. During early 2018, we are seeing significant appreciation of the value of total orders during 2021 increasing by approximately 24% compared to the local currency againstsame period in 2020. Although the U.S. dollar in manystrength and duration of the currency markets whererecent trends will vary by region and offering, we do business, particularlyremain optimistic about opportunities for additional revenue growth expected in 2022. We expect our customers will continue to make investments in emerging technologies related to 5G/mmWave, vehicle electrification, ADAS and new space innovation.
Although we continue to experience shortages of certain components due to global capacity constraints, we currently expect supply chain pressures to stabilize in 2022. Historically, our backlog levels have remained fairly consistent at the Euro and Chinese yuan. In addition, the broad based strengthend of the overall industrial economyeach quarter, representing approximately a week of quarterly sales activity, and the PMImajority of these orders are encouraging. Wefulfilled quickly within the following quarter. Strong demand and longer lead times to fulfill orders for certain offerings have continued to shift the timing of revenue recognition into future periods and increased backlog significantly over the past 12 months. While we expect to continue to experience some challenges related to these supply chain constraints as the global supply chain continues to adjust to the significant increases in demand, we are optimistic about our long-term position inability to maintain competitive lead times while continuing to maintain higher backlog levels as part of our strategic focus on application-specific system offerings through 2022 and beyond.
As a result of the industry throughshort-term component shortages described above, we are experiencing higher costs to obtain a consistent supply of certain components. In 2022, we also expect operating costs to increase due to wage inflation and increased travel. During 2022 we also intend to accelerate our transition to a predominantly subscription-based licensing model for the sustained differentiationmajority of our software offerings. While we deliverexpect our subscription base, recurring revenue and cash flow to increase over time as a result of this licensing model transition, we expect some initial headwinds to our customers throughnet sales and operating profitability during the transition period. However, we expect recent additions and enhancements to our platform-based approach.
We delivered record revenue for 2017 while improvingsoftware portfolio will continue to differentiate our products and fuel demand across our end markets. Despite these headwinds, we are confident in our ability to continue to accelerate growth and improve our operating profitability through sustainable increases in demand attributable to recent investments that enhance our system and software offerings, realization of strategic price increases, and robust expense management.
As part of our efforts to streamline our operations and enhance the experience of our customers, we have also increased our focus on customer account tiers when assessing trends in our order growth. Specifically, we have grouped our customers into tiers based on their historical spending patterns and potential for future order growth. Our "Focus" account tiers are comprised of approximately 2,500 accounts we have identified as having a high potential to maintain or expand our business through application-specific system offerings. The Focus tier currently represents approximately 70% of our total order value. Our "Broad-based" account tier is comprised of the remainder of our customer base of approximately 30,000 accounts. The Broad-based tier currently represents approximately 30% of our total order value. During the three months ended December 31, 2021, orders from our Focus accounts and Broad-based accounts increased by 13% and 34%, respectively, compared to 2016.the same period in 2020.
We also continue to focus on scale and efficiency when engaging with our Broad-based customers. Our focus to streamline the process of doing business with NI means both scaling our costs and improving the experience of the large number of smaller accounts we serve. This commitment and focus include plans to invest in ni.com for a better digital experience and continue to significantly expand the customer reach of our distributor channel during 2022 and beyond. We are also simplifying our product offerings for the Broad-based customers to make our products easier-to-use. We believe these actions will allow our direct sales force to accelerate our revenue growth through proactive engagements with accounts where we can deliver enterprise-level value. During 2017, we took steps2021, sales to reduce our overall employee headcount bydistributors represented approximately 10% of our total net sales, compared to 2% in an effort2020. As of December 31, 2021, our distributors were not carrying significant amounts of our products in inventory and were not eligible for any significant adjustments or variable consideration related to improve efficienciestheir previous purchases. As of December 31, 2021 no single distributor accounted for more than 2% of our total net sales.
Acquisitions and rebalance our resources on higher return activities. We incurred $12divestitures
On April 23, 2021, we completed the acquisition of a software company that specializes in signal processing and high-fidelity simulation software for validation of autonomous vehicles and ADAS for approximately $20 million in severancetotal cash consideration, subject to certain post-closing adjustments. This transaction was accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of the software company have been recorded at their respective fair values as of the acquisition date. We recognized approximately $17 million of goodwill and $4 million of other restructuring-related charges, netintangible assets as part of tax.our preliminary purchase price allocation. Transaction costs have been expensed as incurred and were not material to the periods presented. See Note 18 - Acquisitions of Notes to Consolidated Financial Statements for more information.
On October 19, 2021, we completed the acquisition of NH Research, LLC ("NHR"), a manufacturer of test and measurement solutions for high power applications including electric vehicles and batteries. This transaction was accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of the acquired business were recorded at their respective fair values as of the acquisition date. Transaction costs were expensed as incurred. At the acquisition date, total consideration transferred was approximately $206 million, inclusive of $3 million in cash acquired. The acquisition was primarily funded by $200 million drawn under our credit facility in October 2021. See Note 15 - Debt and See Note 18 - Acquisitions of Notes to Consolidated Financial Statements for more information.
On July 2, 2020, we completed our acquisition of OptimalPlus. Total proceeds used to acquire the business and replace certain unvested share options consisted of approximately $365 million in cash, inclusive of $18 million in cash acquired. (See Note 1 - Basis of presentation and Note 18 - Acquisitions of Notes to Consolidated Financial Statements for more information.)
On January 15, 2020, we completed the sale of AWR Corporation ("AWR") for approximately $161 million. We recognized a gain of approximately $160 million on the sale. The gain is included within "Gain on sale of business/assets" in the consolidated statements of income, which also included approximately $1 million of transaction costs. (See Note 1 - Basis of presentation of Notes to Consolidated Financial Statements for more information.)
Results of Operations
The following table sets forth, for the periods indicated, the percentage of net sales represented by geographic region and by certain items reflected in our Consolidated Statements of Income:
| | | | | | | | | | | | | | | | | | | | |
| | Years ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Net sales: | | | | | | |
| Americas | | 40.6 | % | | 39.5 | % | | 39.8 | % |
| EMEA | | 25.6 | | | 26.9 | | | 27.8 | |
| APAC | | 33.8 | | | 33.6 | | | 32.4 | |
| Consolidated net sales | | 100.0 | | | 100.0 | | | 100.0 | |
| Cost of sales | | 28.6 | | | 28.8 | | | 24.9 | |
| Gross profit | | 71.4 | | | 71.2 | | | 75.1 | |
| Operating expenses: | | | | | | |
| Sales and marketing | | 31.8 | | | 36.2 | | | 35.0 | |
| Research and development | | 22.9 | | | 21.8 | | | 20.1 | |
| General and administrative | | 8.7 | | | 10.1 | | | 9.1 | |
| Total operating expenses | | 63.3 | | | 68.1 | | | 64.2 | |
| Gain on sale of business/assets | | — | | | 12.4 | | | 2.0 | |
| Operating income | | 8.0 | | | 15.5 | | | 12.9 | |
| Other (expense) income: | | (1.0) | | | (0.1) | | | 0.4 | |
| | | | | | |
| | | | | | |
| | | | | | |
| Income before income taxes | | 7.0 | | | 15.4 | | | 13.3 | |
| Provision for income taxes | | 1.0 | | | 4.3 | | | 1.4 | |
| Net income | | 6.1 | % | | 11.2 | % | | 12.0 | % |
|
| | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Net sales: | | | | |
| | |
|
| Americas | | 39.1 | % | | 39.2 | % | | 40.5 | % |
| EMEIA | | 31.7 |
| | 31.7 |
| | 33.4 |
|
| APAC | | 29.2 |
| | 29.1 |
| | 26.1 |
|
| Consolidated net sales | | 100.0 |
| | 100.0 |
| | 100.0 |
|
| Cost of sales | | 25.5 |
| | 25.5 |
| | 25.9 |
|
| Gross profit | | 74.5 |
|
| 74.5 |
|
| 74.1 |
|
| Operating expenses: | | | | |
| | |
|
| Sales and marketing | | 37.1 |
| | 37.6 |
| | 36.9 |
|
| Research and development | | 18.0 |
| | 19.2 |
| | 18.4 |
|
| General and administrative | | 8.2 |
| | 8.0 |
| | 7.6 |
|
| Total operating expenses | | 63.3 |
| | 64.8 |
| | 62.9 |
|
| Operating income | | 11.3 |
| | 9.7 |
| | 11.2 |
|
| Other income (expense): | | | | |
| | |
| Interest income | | 0.2 |
| | 0.1 |
| | 0.1 |
|
| Net foreign exchange gain (loss) | | 0.1 |
| | (0.4 | ) | | (0.6 | ) |
| Other expense, net | | (0.1 | ) | | (0.1 | ) | | — |
|
| Income before income taxes | | 11.4 |
| | 9.3 |
| | 10.7 |
|
| Provision for income taxes | | 7.4 |
| | 2.6 |
| | 2.9 |
|
| Net income | | 4.1 | % |
| 6.7 | % |
| 7.8 | % |
Figures may not sum due to rounding.
ResultsA discussion regarding our financial condition and results of Operationsoperations for the yearsyear ended December 31, 2017, 2016,2021 compared to the year ended December 31, 2020 is presented below. A discussion of our financial condition and 2015results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019 can be found under Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 23, 2021 (our “2020 Annual Report”).
Net Sales. The following table sets forth our net sales for the years ended December 31, 2017, 2016,2021, 2020, and 20152019 along with the percent changes between the corresponding periods.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years ended December 31, |
| | | | | | | | | | |
| ($ in millions) | | 2021 | | Change | | 2020 | | Change | | 2019 |
| | | | | | | | | | |
| Product sales | | $1,304.6 | | 14.7% | | $1,137.6 | | (6.4)% | | $1,215.0 |
| Software maintenance sales | | 165.1 | | 10.7% | | 149.1 | | 7.9% | | 138.2 |
| Total net sales | | $1,469.7 | | 14.2% | | $1,286.7 | | (4.9)% | | $1,353.2 |
|
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | | | | | | | | | |
| ($ in millions) | | 2017 | | Change | | 2016 | | Change | | 2015 |
| | | | | | | | | | | |
| Product sales | | $ | 1,173.5 |
| | 5.1% | | $ | 1,116.7 |
| | 0.3% | | $ | 1,113.6 |
|
| Software maintenance sales | | 115.9 |
| | 3.9% | | 111.5 |
| | (0.4)% | | 111.9 |
|
| Total net sales | | $ | 1,289.4 |
| | 5.0% | | $ | 1,228.2 |
| | 0.2% | | $ | 1,225.5 |
|
In 2017, product and software maintenance sales increased compared to 2016.
•The increase in product sales during 2017 is2021 was primarily attributable to stronger demand for our system-level offerings, particularly in semiconductor and electronics test solutions as well as our transportation-related offerings. Net sales into these end markets increased approximately 21 and 27 percent for the year ended December 31, 2021 compared to the same period in 2020. Additionally, we implemented price increases in each of our geographic regions, which increased net sales volume, particularly for large orders greater than $20,000, across all geographic regions. Theby approximately 6 percent compared to the same periods in 2020. Additional discussion on the increase in our large ordersnet sales by geographic region is discussed in more detailprovided below. Revenue from recent acquisitions also increased net sales by approximately 2 percent.
•The increase in software maintenance sales during 2017 can2021 was primarily be attributedrelated to increases inadditional billings from our software-related recurring revenue streams during the trailing twelve months, including annual renewal rate for ourrenewals of software maintenance arrangements. In 2016 productprograms and software maintenance sales were relatively flat compared to 2015.
We do not typically maintain a large amount of order backlog as orders typically translate to sales quickly. As such, any weakness in orders typically has a pronounced impact on our net sales in the short term.
Large orders, defined as orders with a value greater than $100,000, increased by 15% year over year during 2017 compared to a year over year increase of 7% in 2016. Large orders were 25%, 23%, and 23%software-maintenance component of our total orders for the years ended December 31, 2017, 2016, and 2015, respectively. Larger orders are more volatile, are subject to greater discount variability and may contract at a faster pace during an economic downturn. A significant factor in the continued expansionsubscription licensing offerings, which consist primarily of our large orders in the twelve months ended December 31, 2017, compared to the comparable period in 2016 was strong demandenterprise-level licenses for LabVIEW and our automated test products, 5G prototyping solutions and semiconductor test systems. product analytics offerings.
During 2017, we received new orders totaling $29 million from our largest customer and recognized $28 million in revenue related to orders from this customer. During 2016, we received $32 million in new orders from our largest customer and recognized net revenue
The following table sets forth our net sales by geographic region for the years ended December 31, 2017, 2016,2021, 2020, and 20152019 along with the changes between the corresponding periods and the region’s percentage of total net sales.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years ended December 31, |
| ($ in millions) | | 2021 | | Change | | 2020 | | Change | | 2019 |
| Americas | | $ | 597.3 | | | 17.5% | | $ | 508.4 | | | (5.6)% | | $ | 538.7 | |
| Percentage of total net sales | | 41% | | | | 39% | | | | 40% |
| | | | | | | | | | |
| EMEA | | $ | 375.6 | | | 8.7% | | $ | 345.6 | | | (8.2)% | | $ | 376.6 | |
| Percentage of total net sales | | 26% | | | | 27% | | | | 28% |
| | | | | | | | | | |
| APAC | | $ | 496.8 | | | 14.8% | | $ | 432.6 | | | (1.2)% | | $ | 438.0 | |
| Percentage of total net sales | | 34% | | | | 34% | | | | 32% |
|
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | | | | | | | | | |
| ($ in millions) | | 2017 | | Change | | 2016 | | Change | | 2015 |
| | | | | | | | | | | |
| Americas | | $ | 504.6 |
| | 4.7% | | $ | 482.1 |
| | (3.0)% | | $ | 496.8 |
|
| Percentage of total net sales | | 39 | % | | | | 39 | % | | | | 41 | % |
| | | | | | | | | | | |
| EMEIA | | $ | 408.6 |
| | 4.8% | | $ | 389.8 |
| | (4.7)% | | $ | 409.1 |
|
| Percentage of total net sales | | 32 | % | | | | 32 | % | | | | 33 | % |
| | | | | | | | | | | |
| APAC | | $ | 376.1 |
| | 5.6% | | $ | 356.3 |
| | 11.5% | | $ | 319.6 |
|
| Percentage of total net sales | | 29 | % | | | | 29 | % | | | | 26 | % |
We expect sales outside of the Americas to continue to represent a significant portion of our revenue. We intend to continue to expand our international operations by increasing our presence in existing markets, adding a presence in somecertain new geographical markets and continuing to increase the use of distributors to sell our products in some countries.
Almost all of the sales made by our direct sales offices in the Americas (excluding the U.S.), EMEIA,EMEA, and APAC are denominated in local currencies, and accordingly, the U.S. dollar equivalent of these sales is affected by changes in foreign currency exchange rates. In order to provide a framework for assessing how our underlying business performed excluding the effects of foreign currency fluctuations between periods, we compare the percentage change in our results from period to period using constant currency calculations. To calculate the change in constant currency, current and comparative prior period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at constant exchange rates (i.e.) the average rates in effect during the years ended December 31, 2016 and 2015, respectively)2020). The following tables presenttable presents this information, along with the impact of changes in foreign currency exchange rates on sales denominated in local currencies, for the yearsyear ended December 31, 2017 and 2016, respectively.2021.
| | | | | | | | | | | | | | | | Year Ended December 31, 2020 | | Change
in Constant Dollars | | Impact of changes in foreign currency exchange rates on net sales | | Year Ended December 31, 2021 |
| | | Year Ended December 31, 2016 | | Change in Constant Dollars | | Impact of changes in foreign currency exchange rates on net sales | | Year Ended December 31, 2017 | |
| ($ In millions) | | GAAP Net Sales | | Dollars | | Percentage | | Dollars | | Percentage | | GAAP Net Sales | |
| | | | | | | | | | | | |
| ($ in millions) | | ($ in millions) | | GAAP
Net Sales | | Dollars | | Percentage | | Dollars | | Percentage | | GAAP
Net Sales |
| Americas | | $ | 482.1 |
| | $ | 22.2 |
| | 4.6% | | $ | 0.3 |
| | 0.1% | | $ | 504.6 |
| Americas | | $ | 508.4 | | | $ | 87.8 | | | 17.3% | | $ | 1.0 | | | 0.2% | | $ | 597.3 | |
| EMEIA | | 389.8 |
| | 20.0 |
| | 5.1% | | (1.2 | ) | | (0.3)% | | 408.6 |
| |
| EMEA | | EMEA | | 345.6 | | | 21.0 | | | 6.1% | | 9.0 | | | 2.6% | | 375.6 | |
| APAC | | 356.3 |
| | 20.7 |
| | 5.8% | | (0.9 | ) | | (0.2)% | | 376.1 |
| APAC | | 432.6 | | | 49.5 | | | 11.4% | | 14.7 | | | 3.4% | | 496.8 | |
| Total net sales | | $ | 1,228.2 |
| | $ | 62.9 |
| | 5.1% | | $ | (1.8 | ) | | (0.1)% | | $ | 1,289.4 |
| Total net sales | | $ | 1,286.7 | | | $ | 158.3 | | | 12.3% | | $ | 24.7 | | | 1.9% | | $ | 1,469.7 | |
Figures may not sum due to rounding.
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2015 | | Change in Constant Dollars | | Impact of changes in foreign currency exchange rates on net sales | | Year Ended December 31, 2016 |
| ($ In millions) | | GAAP Net Sales | | Dollars | | Percentage | | Dollars | | Percentage | | GAAP Net Sales |
| | | | | | | | | | | | | |
| Americas | | $ | 496.8 |
| | $ | (11.2 | ) | | (2.3)% | | $ | (3.5 | ) | | (0.7)% | | $ | 482.1 |
|
| EMEIA | | 409.1 |
| | 10.2 |
| | 2.5% | | (29.5 | ) | | (7.2)% | | 389.8 |
|
| APAC | | 319.6 |
| | 44.6 |
| | 14.0% | | (7.9 | ) | | (2.5)% | | 356.3 |
|
| Total net sales | | $ | 1,225.5 |
| | $ | 43.6 |
| | 3.6% | | $ | (40.9 | ) | | (3.3)% | | $ | 1,228.2 |
|
To help protect against changes in the U.S. dollar equivalent value caused by fluctuations in foreign currency exchange rates of forecasted foreign currency cash flows resulting from international sales, we hedge portions of our forecasted revenue denominated in foreign currencies with average rate forward contracts. (See Note 45 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for further discussion regarding our cash flow hedging program and its related impact on our consolidated sales for 20172021 and 2016)2020).
Gross Profit. The following table sets forth our gross profit and gross profit as a percentage of net sales for the years ended December 31, 2017, 2016,2021, 2020, and 20152019 along with the percentage changesin grossprofitfor the corresponding periods.We continue to focus on cost control and cost reduction measures throughout our manufacturing cycle.
|
| | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| ($ in millions) | | 2017 | | Change | | 2016 | | Change | | 2015 |
| | | | | | | | | | | |
| Gross Profit | | $ | 961.1 |
| | 5.0% | | $ | 915.1 |
| | 0.7% | | $ | 908.5 |
|
| Gross Profit as a percentage of net sales | | 74.5 | % | | | | 74.5 | % | | | | 74.1 | % |
During the years ended December 31, 2017 and 2016, the change in exchange rates had the effect of decreasing our cost of sales by $0.8 million and $3.0 million, respectively. To help protect against changes in our cost of sales caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows, we hedge portions of our forecasted costs of sales denominated in foreign currencies with average rate forward contracts. During the year ended December 31, 2017 and 2016, these hedges had the effect of increasing our cost of sales by $1.2 million and $1.9 million, respectively. (See Note 4 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for further discussion regarding our cash flow hedging program and its related impacted on our consolidated sales for 2017 and 2016). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| ($ in millions) | | 2021 | | Change | | 2020 | | Change | | 2019 |
| Gross Profit | | $ | 1,048.7 | | | 14.5% | | $ | 915.6 | | | (9.9)% | | $ | 1,016.3 | |
| Gross Profit as a percentage of net sales | | 71.4 | % | | | | 71.2 | % | | | | 75.1 | % |
| | | | | | | | | | |
The increases in our gross profit and gross profit as a percentage of net sales were primarily related to the following: | | | | | |
| Twelve Months Ended |
| |
| December 31, 2020 | 71.2 | % |
| Impact of price increase on our products | 1.9 | % |
| Impact of increases in outbound freight and component costs due to supply chain | (1.1) | % |
| Impact of amortization of acquired intangibles and other purchase accounting adjustments | (0.7) | % |
| Impact of changes in sales mix, excess and obsolescence reserves and other | 0.1 | % |
| December 31, 2021 | 71.4 | % |
Operating Expenses. The following table sets forth our operating expenses for the years ended December 31, 2017, 2016,2021, 2020, and 20152019 along with the percentage changes between the corresponding periods and the line item as a percentage of total net sales.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| ($ in thousands) | | 2021 | | Change | | 2020 | | Change | | 2019 |
| | | | | | | | | | |
| Sales and marketing | | $ | 467,352 | | | —% | | $ | 465,509 | | | (2)% | | $ | 473,392 | |
| Percentage of total net sales | | 32% | | | | 36% | | | | 35% |
| | | | | | | | | | |
| Research and development | | $ | 335,986 | | | 20% | | $ | 280,381 | | | 3% | | $ | 272,452 | |
| Percentage of total net sales | | 23% | | | | 22% | | | | 20% |
| | | | | | | | | | |
| General and Administrative | | $ | 127,215 | | | (2)% | | $ | 129,863 | | | 6% | | $ | 122,768 | |
| Percentage of total net sales | | 9% | | | | 10% | | | | 9% |
| | | | | | | | | | |
| Total operating expenses | | $ | 930,553 | | | 6% | | $ | 875,753 | | | 1% | | $ | 868,612 | |
| Percentage of total net sales | | 63% | | | | 68% | | | | 64% |
| | | | | | | | | | |
|
| | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| ($ in thousands) | | 2017 | | Change | | 2016 | | Change | | 2015 |
| | | | | | | | | | | |
| Sales and marketing | | $ | 477,921 |
| | 4% | | $ | 461,236 |
| | 2% | | $ | 452,262 |
|
| Percentage of total net sales | | 37 | % | | | | 38 | % | | | | 37 | % |
| | | | | | | | | | | |
| Research and development | | $ | 231,761 |
| | (2)% | | $ | 235,706 |
| | 5% | | $ | 225,131 |
|
| Percentage of total net sales | | 18 | % | | | | 19 | % | | | | 18 | % |
| | | | | | | | | | | |
| General and Administrative | | $ | 105,602 |
| | 7% | | $ | 98,390 |
| | 5% | | $ | 93,935 |
|
| Percentage of total net sales | | 8 | % | | | | 8 | % | | | | 8 | % |
| | | | | | | | | | | |
| Total operating expenses | | $ | 815,284 |
| | 3% | | $ | 795,332 |
| | 3% | | $ | 771,328 |
|
| Percentage of total net sales | | 63 | % | | | | 65 | % | | | | 63 | % |
The $55 million increase in our total operating expenses, in 2017excluding the gain on sale of business/assets, during 2021 compared to 2020 was primarily related to the resultfollowing:
•$55 million increase in personnel costs, primarily attributable to higher salaries and accrued payments under our variable pay programs, as well as additional stock-based compensation expense (due to comparatively higher stock prices on the grant date of $34 millionunvested RSU awards and a shorter average service period for our awards), which was partially offset by reductions in higher personnel-related expensesbenefit costs due to increased variable compensation in regions with strong sales growth, accrual of an expected payment under our annual company profit sharing program, an increase in our employer matching contribution for our defined contribution retirement plan, and $16lower headcount;
•$(30) million decrease in severance and other restructuring-related charges;
•$24 million increase related to the amortization of acquisition-related intangibles, partially offset by lower acquisition-related transaction and integration costs;
•$4 million increase related to marketing and advertising costs;
•$3 million increase related to lower software development costs associated with our restructuring initiative. Buildingeligible for capitalization; and equipment costs also increased by $4
•$(1) million decrease related to the effect of changes in foreign currency exchange rates.
Sales and Marketing
The primary drivers of the increase in sales and marketing expenses for the year ended December 31, 2021 compared to 2016. These increases2020 were additional personnel costs related to our variable compensation programs, amortization of acquired intangibles, and stock-based compensation expenses which were partially offset by lower severance-related charges and lower salaries due to a reduction in headcount.
Research and Development
The primary drivers of the increase in research and development expenses for the year ended December 31, 2021 compared to 2020 were additional personnel costs related to our variable compensation programs, higher salaries and additional severance-related charges intended to further optimize our operations and accelerate our growth strategy, a decrease in software development costs eligible for capitalization, and higher stock-based compensation expenses.
General and administrative
The primary drivers of $10 million due to an increasethe decrease in capitalization of software development costsgeneral and administrative expenses for the year ended December 31, 2021 compared to the year ending December 31, 2016 and a $6 million decrease in marketing and outside services. Additionally, the year over year change in exchange rates had the effect of decreasing2020 were additional personnel costs related to our operating expenses by $1.4 million.
The increase in our operating expenses in 2016 was due to higher personnel related expenses of $32.5 million due to increased variable compensation in regions with strong local currency growth as well as raises for eligible employees,programs and increased building and outside services expenses of $4.2 million. This wasstock-based compensation expense partially offset by a decrease of $9.2 million due to the net impact of changesdecreases in foreign currency exchange ratesacquisition-related transaction costs, severance-related charges and a decreasereduction in travel expensestravel.
Gain on Sale of $2.3 million related to cost-savings initiatives implementedBusiness/Asset. On January 15, 2020, we completed the sale of our AWR subsidiary and recognized a gain on the sale of $160 million. On August 29, 2019, we sold an office building and property located in Austin, Texas and recognized a gain on the second halfsale of 2016.
The increase$27 million. These amounts are presented as "Gain on sales of business/asset" in our capitalized software is consistentConsolidated Statements of Income, in accordance with our focus on new product development to support future growth in our business. We capitalize software development costs when technological feasibility has been establishedASC 360 - Property, Plant and amortize those costs as a component of cost of sales once the corresponding product is available for general release to customers.Equipment (See Note 1 –- Operations and summarySummary of significant accounting policies and Note 7 – Intangible assetsSignificant Accounting Policies of Notes to Consolidated Financial Statements for further discussion related to the capitalization and amortization of software development costs.)discussion).
We believe that our long-term growth and success depends on developing high quality software and hardware products on a timely basis. We are focused on leveraging recent investments in research and development and in our field sales force and taking actions to help ensure that those resources are focused in areas and initiatives that will contribute to future growth in our business. The increase in sales and marketing expenses in 2017 was primarily driven by $11 million in severance and other costs related to our restructuring initiative as well as an increase in commissions due to higher sales volume compared to 2016.
Operating Income. For the yearsyear ended December 31, 2017, 2016, and 2015,2021, operating income was $146$118 million, $120 million and $137 million, respectively, an increase of 22% in 2017, following a decrease of 13% in 2016.41% compared to 2020. As a percentage of net sales, operating income was 11%, 10% and 11%, respectively, over8% for the three year period.ended December 31, 2021. The changes in operating income in absolute dollars and as a percent of sales in 2016 and 20172020 are attributable to the factors discussed in Net Sales, Gross Profit, and Operating Expenses and Gain on Sale of Business/Asset above.
Other (Expense) Income.
•Interest Income.Interest income was $2.3 million, $1.1 million and $1.4$0.4 million for the yearsyear ended December 31, 2017, 2016,2021. The $3.5 million decrease in interest income compared to 2020 was primarily driven by lower cash and 2015, respectively,short-term investments. The U.S. Federal Open Market Committee recently indicated that it would soon be appropriate to raise the target range for the federal funds rate. As a result, we could see modest improvement in yields during the remainder of 2022.
•Interest Expense. Interest expense was approximately $4 million for the year ended December 31, 2021, The $1.9 million increase in interest expense compared to 2020 was due to additional borrowings under our revolving credit facility. Refer to Note 15 - Debt for additional information regarding the terms of our revolving credit facility and related borrowings.
•Loss From Equity-Method Investments. Loss from equity-method investments was approximately $5.7 million for the year ended December 31, 2021. The increase in the year ended December 31, 2021 compared to the same period in 2020 was primarily attributable to an increaseimpairment loss of 103%$3.5 million recorded in 2017, following a decrease of 20% in 2016. We are seeing improving yields for high quality investment alternatives that comply with our corporate investment policy. We expect yields in these types of investments to increase moderately in 2018. the three months ended March 31, 2021.
•Net Foreign Exchange Gain/(Loss).Loss.Net foreign exchange gain/(loss)loss was $0.9 million, $(4.6) million, and $(7.1)$5.0 million for the yearsyear ended December 31, 2017, 2016,2021. Gains and 2015, respectively. These resultslosses on foreign currency are attributableprimarily due to movements inthe impact of re-measuring foreign currency monetary and liabilities into the functional currency of the corresponding entity. The amount of the gain or loss on foreign currency is driven by the volume of foreign currency transactions and the foreign currency exchange rates betweenfor the U.S. dollar and foreign currencies in subsidiaries for which our functional currency is not the U.S. dollar. During 2017, there was a moderately stronger U.S. dollar during the first nine monthsperiod.
We utilize foreign currency forward contracts to hedge our foreign denominated net foreign currency balance sheet positions to help protect against the change in value caused by a fluctuation in foreign currency exchange rates. We typically hedge up to 90% of our outstanding foreign denominated net receivable or payable positions and typically limit the duration of these foreign currency forward contracts to approximately 90 days. The gain or loss on these derivatives as well as the offsetting gain or loss on the hedged item attributable to the hedged risk is recognized in current earnings under the line item “Net foreign exchange loss”. Our hedging strategy decreased our foreign exchange gains by $(5.9) million and decreased our foreign exchange losses by $1.9 million, and $4.3 million in 2017, 2016, and 2015, respectively. (See Note 4 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for a further description of our derivative instruments and hedging activities).
Provision for Income Taxes. For the yearsyear ended December 31, 2017, 2016, and 2015,2021, our provision for income taxes reflected an effective tax rate of 64%, 28% and 27%, respectively.14%. The factors that caused our effective tax ratesrate to change year-over-year are detailed in the table below:
|
| | | | |
| Years ended
December 31,
|
Effective tax rate for 20162020 | 28 | % |
Increased profitsProfits in foreign jurisdictions with reduced income tax rates | (5(9) | )% |
| Change in enhanced deduction for certain research and development expenses | (1(3) | )% |
| Change in intercompany prepaid tax asset | (3(2) | )% |
| Foreign-derived intangible income deduction | (2) | |
| Research and development tax credit | (2) | |
| Outside basis difference on asset held for sale | (2) | |
| Change in state income taxes, net of federal benefit | (1 | )% |
Change in employee share-basedNondeductible officer compensation | (1 | )% |
Remeasurement of U.S. deferred tax balanceGlobal intangible low-taxed income inclusion ("GILTI") | (102 | )% |
Transition tax on deferred foreign income | 54 | % |
Foreign tax on undistributed earningsAmortization of intangible asset | 32 | % |
| |
| |
| |
| |
| |
Effective tax rate for 20172021 | 6414 | % |
|
| | |
| Years ended
December 31,
|
Effective tax rate for 2015 | 27 | % |
Increased profits in foreign jurisdictions with reduced income tax rates | (6 | ) |
Change in valuation allowance | 1 |
|
Change in enhanced deduction for certain research and development expenses | 5 |
|
Change in intercompany prepaid tax asset | — |
|
Change in amortization of intangible assets | 1 |
|
Other | — |
|
Effective tax rate for 2016 | 28 | % |
For additional discussion about our income taxes including the effect of the Tax Cuts and Jobs Act, components of income before income taxes, our provision for income taxes charged to operations, components of our deferred tax assets and liabilities, a reconciliation of income taxes at the U.S. federal statutory rate to our effective tax rate, and other tax matters, see Note 9 - Income taxes of Notes to Consolidated Financial Statements.
Quarterly results of operations
The following quarterly results have been derived from our unaudited consolidated financial statements that, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such quarterly information. The operating results for any quarter are not necessarily indicative of the results to be expected for any future period. You should read the following tables presenting our quarterly results of operations in conjunction with the consolidated financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. The unaudited quarterly financial data for each of the eight quarters in the two years ended December 31, 2017 and December 31, 2016 are as follows:
|
| | | | | | | | | | | | | | | | |
| | | Three months ended |
| | | (in thousands, except per share data) |
| | | March 31, 2017 | | June 30, 2017 | | September 30, 2017 | | December 31, 2017 |
| Net sales | | $ | 300,106 |
| | $ | 318,609 |
| | $ | 320,921 |
| | $ | 349,751 |
|
| Gross profit | | 223,582 |
| | 236,149 |
| | 237,170 |
| | 264,160 |
|
| Operating income | | 22,318 |
| | 28,631 |
| | 37,515 |
| | 57,312 |
|
| Net income (loss) | | 18,148 |
| | 25,155 |
| | 33,389 |
| | (24,282 | ) |
| Basic earnings per share | | $ | 0.14 |
| | $ | 0.19 |
| | $ | 0.26 |
| | $ | (0.19 | ) |
| Weighted average shares outstanding - basic | | 129,438 |
| | 130,197 |
| | 130,660 |
| | 130,886 |
|
| Diluted earnings per share | | $ | 0.14 |
| | $ | 0.19 |
| | $ | 0.25 |
| | $ | (0.18 | ) |
| Weighted average shares outstanding - diluted | | 130,108 |
| | 131,117 |
| | 131,617 |
| | 132,113 |
|
| Dividends declared per share | | $ | 0.21 |
| | $ | 0.21 |
| | $ | 0.21 |
| | $ | 0.21 |
|
|
| | | | | | | | | | | | | | | | |
| | | Three months ended |
| | | (in thousands, except per share data) |
| | | March 31, 2016 | | June 30, 2016 | | September 30, 2016 | | December 31, 2016 |
| Net sales | | $ | 287,177 |
| | $ | 306,105 |
| | $ | 306,365 |
| | $ | 328,532 |
|
| Gross profit | | 211,031 |
| | 228,597 |
| | 229,630 |
| | 245,800 |
|
| Operating income | | 13,844 |
| | 27,267 |
| | 29,364 |
| | 49,251 |
|
| Net income | | 9,298 |
| | 19,800 |
| | 24,487 |
| | 29,149 |
|
| Basic earnings per share | | $ | 0.07 |
| | $ | 0.15 |
| | $ | 0.19 |
| | $ | 0.23 |
|
| Weighted average shares outstanding - basic | | 127,595 |
| | 128,282 |
| | 128,815 |
| | 129,108 |
|
| Diluted earnings per share | | $ | 0.07 |
| | $ | 0.15 |
| | $ | 0.19 |
| | $ | 0.23 |
|
| Weighted average shares outstanding - diluted | | 128,103 |
| | 128,746 |
| | 129,047 |
| | 129,503 |
|
| Dividends declared per share | | $ | 0.20 |
| | $ | 0.20 |
| | $ | 0.20 |
| | $ | 0.20 |
|
Other operational information
We believe that the following additional unaudited operational metrics assist investors in assessing our operational performance relative to others in our industry and to our historical results. The following tables provide details with respect to the amount of GAAP charges related to stock-based compensation, amortization of acquisitionacquisition-related intangibles acquisition relatedand fair value adjustments, acquisition-related transaction costs, disposal gains on sales of business/assets and related charitable contributions, tax effects on businesses held-for-sale, capitalization and amortization of internally developed software costs, and restructuring charges foreign exchange loss on acquisitions, taxes levied on the transfer of acquired intellectual property, and acquisition-related fair value adjustments that were recorded in the line items indicated below (in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| (In thousands) | | 2021 | | 2020 | | 2021 | | 2020 |
| Stock-based compensation | | | | | | | | |
| Cost of sales | | $ | 1,092 | | | $ | 979 | | | $ | 4,580 | | | $ | 3,766 | |
| Sales and marketing | | 6,284 | | | 5,462 | | | 25,233 | | | 22,288 | |
| Research and development | | 5,811 | | | 5,129 | | | 23,515 | | | 17,769 | |
| General and administrative | | 5,335 | | | 4,251 | | | 21,384 | | | 14,552 | |
| Provision for income taxes | | (2,010) | | | (445) | | | (12,047) | | | (8,705) | |
| Total | | $ | 16,512 | | | $ | 15,376 | | | $ | 62,665 | | | $ | 49,670 | |
| | | | | Three Months Ended December 31, | | Years Ended December 31, | | Three Months Ended December 31, | | Years Ended December 31, |
| (In thousands) | | 2017 | | 2016 | | 2017 | | 2016 | (In thousands) | | 2021 | | 2020 | | 2021 | | 2020 |
| Stock-based compensation | | |
| | |
| | |
| | |
| |
| Amortization of acquisition intangibles | | Amortization of acquisition intangibles | | | | | | | | |
| Net sales | | Net sales | | $ | 352 | | | $ | 1,961 | | | $ | 2,324 | | | $ | 3,260 | |
| Cost of sales | | $ | 714 |
| | $ | 568 |
| | $ | 2,628 |
| | $ | 2,210 |
| Cost of sales | | 6,700 | | | 4,313 | | | 19,391 | | | 9,892 | |
| Sales and marketing | | 3,035 |
| | 2,636 |
| | 11,559 |
| | 11,057 |
| Sales and marketing | | 3,334 | | | 1,965 | | | 10,192 | | | 5,264 | |
| Research and development | | 2,462 |
| | 2,131 |
| | 9,014 |
| | 8,876 |
| Research and development | | 320 | | | 9 | | | 320 | | | 94 | |
| General and administrative | | 1,585 |
| | 859 |
| | 5,944 |
| | 3,623 |
| General and administrative | | — | | | 846 | | | — | | | 846 | |
| Other income | | Other income | | 531 | | | 124 | | | 2,007 | | | 487 | |
| Provision for income taxes | | (2,934 | ) | | (1,125 | ) | | (10,322 | ) | | (7,322 | ) | Provision for income taxes | | (1,626) | | | (606) | | | (4,071) | | | (2,554) | |
| Total | | $ | 4,862 |
| | $ | 5,069 |
| | $ | 18,823 |
| | $ | 18,444 |
| Total | | $ | 9,611 | | | $ | 8,612 | | | $ | 30,163 | | | $ | 17,289 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| (In thousands) | | 2021 | | 2020 | | 2021 | | 2020 |
Acquisition transaction costs, restructuring charges, and other(1)(2)(3) | | | | | | | | |
| Cost of sales | | $ | 25 | | | $ | 1,620 | | | $ | (25) | | | $ | 1,626 | |
| Sales and marketing | | 1,687 | | | 23,309 | | | 7,759 | | | 32,079 | |
| Research and development | | 9,682 | | | 1,184 | | | 11,104 | | | 6,374 | |
| General and administrative | | 865 | | | 8,685 | | | 8,254 | | | 21,279 | |
| Gain on sale of business/assets | | — | | | — | | | — | | | (159,753) | |
| Other income | | — | | | 191 | | | 4,322 | | | 589 | |
| | | | | | | | |
| Provision for income taxes | | (2,708) | | | (1,602) | | | (6,837) | | | 32,364 | |
| Total | | $ | 9,551 | | | $ | 33,387 | | | $ | 24,577 | | | $ | (65,442) | |
| (1): During the first quarter of 2020, we recognized a gain of $160 million related to the divestiture of AWR, presented within "Gain on sale of Business/assets". |
| (2): During the third quarter of 2020, we recognized $5 million of compensation expense related to the replacement of unvested options acquired in connection with the OptimalPlus acquisition. These amounts were accounted for as post-combination expense and will be recognized over the required service period. |
| (3): During the first quarter of 2021, we recognized a $3.5 million impairment loss related to one of our equity-method investments. |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| (In thousands) | | 2021 | | 2020 | | 2021 | | 2020 |
| (Capitalization) and amortization of internally developed software costs | | | | | | | | |
| Cost of sales | | $ | 5,041 | | | $ | 6,936 | | | $ | 23,674 | | | $ | 27,931 | |
| Research and development | | (188) | | | (1,248) | | | (1,433) | | | (4,043) | |
| Provision for income taxes | | (1,085) | | | (1,195) | | | (4,877) | | | (5,017) | |
| Total | | $ | 3,768 | | | $ | 4,493 | | | $ | 17,364 | | | $ | 18,871 | |
|
| | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, | | Years Ended December 31, |
| (In thousands) | | 2017 | | 2016 | | 2017 | | 2016 |
| Amortization of acquisition intangibles | | |
| | |
| | |
| | |
|
| Cost of sales | | $ | 1,444 |
| | $ | 1,725 |
| | $ | 6,092 |
| | $ | 9,346 |
|
| Sales and marketing | | 529 |
| | 497 |
| | 2,009 |
| | 2,638 |
|
| Research and development | | 204 |
| | 273 |
| | 1,017 |
| | 1,088 |
|
| Provision for income taxes | | (491 | ) | | 855 |
| | (2,148 | ) | | 2,162 |
|
| Total | | $ | 1,686 |
| | $ | 3,350 |
| | $ | 6,970 |
| | $ | 15,234 |
|
|
| | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, | | Years Ended December 31, |
| (In thousands) | | 2017 | | 2016 | | 2017 | | 2016 |
| Acquisition transaction costs, restructuring charges, and other | | |
| | |
| | |
| | |
|
| Cost of sales | | $ | 222 |
| | $ | 74 |
| | $ | 1,210 |
| | $ | 327 |
|
| Sales and marketing | | 2,972 |
| | 42 |
| | 10,990 |
| | 183 |
|
| Research and development | | 1,693 |
| | 170 |
| | 3,509 |
| | 818 |
|
| General and administrative | | 1,097 |
| | 50 |
| | 1,900 |
| | 367 |
|
| Net foreign exchange gain (loss) | | — |
| | — |
| | — |
| | 94 |
|
| Other expense, net | | — |
| | — |
| | — |
| | 2,475 |
|
| Provision for income taxes | | (1,754 | ) | | (94 | ) | | (5,407 | ) | | (1,452 | ) |
| Total | | $ | 4,230 |
| | $ | 242 |
| | $ | 12,202 |
| | $ | 2,812 |
|
(1) Foreign exchange losses on acquisitions were $0 and $94 for the years ended December 31, 2017 and 2016, respectively.
Liquidity and Capital Resources
Overview
At December 31, 2017,2021, we had $412$211 million in cash and cash equivalents and short-term investments.equivalents. Our cash and cash equivalent balances are held in numerous financial institutions throughout the world, including substantial amounts held outside of the U.S., however, the majority of our short-term investments that are located outside of the U.S. are denominated in the U.S. dollar with the exception of $5 million U.S. dollar equivalent of corporate bonds that are denominated in Euro. Our short-term investments do not include any foreign sovereign debt. The following table presents the geographic distribution of our cash and cash equivalents and short-term investments as of December 31, 20172021 (in millions):
| | | | | | | | | | | |
| (in millions) | Domestic | International | Total |
| | | |
| | | |
| | | |
| | | |
| Cash and Cash Equivalents | $107.7 | $103.4 | $211.1 |
| 51% | 49% | |
|
| | | |
| | Domestic | International | Total |
| Cash and Cash Equivalents | $63 | $227 | $290 |
| | 22% | 78% | |
| Short-term Investments | $— | $122 | $122 |
| | —% | 100% | |
| Cash, Cash Equivalents and Short-term Investments | $63 | $349 | $412 |
| | 15% | 85% | |
We utilize a variety of tax planning and financing strategies with the objective of having our worldwide cash available in the locations in which it is needed.
The following table presents our working capital, cash and cash equivalents and short-term investments:
| | | (In thousands) | | December 31, 2017 | | December 31, 2016 | | Increase/ (Decrease) | (In thousands) | | December 31, 2021 | | December 31, 2020 | | Increase/
(Decrease) |
| | | | | |
| | |
| | | | | | |
| Working capital | | $ | 624,835 |
| | $ | 574,572 |
| | $ | 50,263 |
| Working capital | | $ | 486,335 | | | $ | 467,655 | | | $ | 18,680 | |
| Cash and cash equivalents (1) | | 290,164 |
| | 285,283 |
| | 4,881 |
| Cash and cash equivalents (1) | | 211,106 | | | 260,232 | | | (49,126) | |
| Short-term investments (1) | | 121,888 |
| | 73,117 |
| | 48,771 |
| Short-term investments (1) | | — | | | 59,923 | | | (59,923) | |
| Total cash, cash equivalents and short-term investments | | $ | 412,052 |
| | $ | 358,400 |
| | $ | 53,652 |
| Total cash, cash equivalents and short-term investments | | $ | 211,106 | | | $ | 320,155 | | | $ | (109,049) | |
(1) Included in working capital
Our principal sources of liquidity include existing cash and cash equivalents balances and marketable securities,available borrowings under our Credit Facility, as well as the cash flows generated from our operations. We also have additional borrowing capacity under our Loan Agreement. Proceeds of loans made under the Loan Agreement may be used for working capital and other general corporate purposes.
The primary drivers of the net increase in working capital between December 31, 20162020 and December 31, 20172021 were:
•Cash, cash equivalents, and short-term investments increaseddecreased by $54 million .$109 million. Additional analysis of the changes in our cash flows for the year ended December 31, 20172021 compared to the year ended December 31, 20162020 are discussed below.
•"Accounts receivable, net" increased by $20 million.$74 million which is primarily related to the timing of billings during the fourth quarter of 2021 compared to the same period in 2020. Days sales outstanding (“DSO”) remained relatively flat at 68increased to 58 days at December 31, 2017,2021, compared to 6656 days at December 31, 2016.2020.
•Inventory increased by $95 million. Inventory turns decreased by $9 million to $185 million1.5 at December 31, 2017, from $194 million2021, compared to 1.7 at December 31, 2016. Inventory turns were 1.7 at each2020. The increase in inventory is primarily attributable to additional purchases of December 31, 2017raw materials to support forecasted demand for our products and December 31, 2016.minimize the impact of supply chain disruptions as well as higher unit costs for certain components.
•Prepaid expenses and other current assets decreasedincreased by $5$21 million, which was primarily related to a $6 million decreasetiming of prepaid insurance, other prepaid renewals and changes in the fair value of our foreign currency forward exchange contractscontracts.
•Accounts payable and theaccrued expenses increased by $32 million, primarily related timing of prepaid insurance and maintenance.invoice payments to our suppliers for raw materials.
•Accrued compensation increased by $16$24 million which can be attributedprimarily related to severance costs arising from our restructuring initiative and a future paymentthe increased attainment under our company profit sharing plan.variable pay programs during 2021 that are to be paid out in 2022, partially offset by a decrease in restructuring-related accruals.
•The current portion of deferred revenue increased by $5$6 million primarily due to the effectincreased billings related to renewals of foreign currency translation.our software maintenance and subscription-licensing offerings.
•Other current liabilities decreased by $9$2 million, which was primarily related to incomechanges in the fair value of our foreign currency forward contracts and the timing of certain tax payments.
•Operating lease liabilities, current decreased by $3 million.
•Other taxes payable decreasedincreased by $3$11 million, primarily related to related to the timing of payments for VAT and other indirect taxes.
Analysis of Cash Flow
The following table summarizes the proceeds and (uses) of cash:
| | | (In thousands) | | December 31, | (In thousands) | | December 31, |
| | | 2017 | | 2016 | | 2015 | | 2021 | | 2020 | | 2019 |
| Cash provided by operating activities | | $ | 224,442 |
| | $ | 200,199 |
| | $ | 169,065 |
| Cash provided by operating activities | | $ | 143,499 | | | $ | 180,767 | | | $ | 224,405 | |
| Cash used by investing activities | | (122,410 | ) | | (70,503 | ) | | (78,392 | ) | Cash used by investing activities | | (223,725) | | | (61,301) | | | (17,948) | |
| Cash used by financing activities | | (106,299 | ) | | (91,625 | ) | | (108,113 | ) | |
| Cash provided by (used by) financing activities | | Cash provided by (used by) financing activities | | 33,662 | | | (56,454) | | | (270,817) | |
| Effect of exchange rate changes on cash | | 9,148 |
| | (3,917 | ) | | (5,461 | ) | Effect of exchange rate changes on cash | | (2,562) | | | 2,604 | | | (410) | |
| Net change in cash equivalents | | 4,881 |
| | 34,154 |
| | (22,901 | ) | Net change in cash equivalents | | (49,126) | | | 65,616 | | | (64,770) | |
| Cash and cash equivalents at beginning of year | | 285,283 |
| | 251,129 |
| | 274,030 |
| Cash and cash equivalents at beginning of year | | 260,232 | | | 194,616 | | | 259,386 | |
| Cash and cash equivalents at end of period | | $ | 290,164 |
| | $ | 285,283 |
| | $ | 251,129 |
| |
| Cash and cash equivalents at end of year | | Cash and cash equivalents at end of year | | $ | 211,106 | | | $ | 260,232 | | | $ | 194,616 | |
Operating Activities Cash provided by operating activities for the year ended December 31, 2017 increased2021 decreased by $24$37 million compared to the same period in 2016.year ended December 31, 2020. This increasedecrease was primarily due to a $150 million decrease in cash provided by operating assets and liabilities during the $26year, further described below, partially offset by a $113 million increase in net income excluding the effect of non-cash items including stock-based compensation, depreciation and amortization, gain on sale of assets/business, and deferred tax benefits.
•The aggregate of changes in accounts receivable, inventory and accounts payable used net cash of $135 million for the year ended December 31, 2021 compared to net cash used of $10 million in the comparable period in 2020. The amount of cash flow generated from or used by the aggregate of accounts receivable, inventory and accounts payable depends upon the cash conversion cycle, which represents the number of days that elapse from the day we pay for the purchase of raw materials and components to the collection of cash from our customers and can be significantly impacted by the timing of shipments and purchases, as well as collections and payments in a period. We have significantly increased inventory purchases in 2021 compared to 2020 to support current and anticipated demand for our products and minimize supply chain disruptions.
•The aggregate of other movements in assets and liabilities provided net operating income.cash of $25 million for the year ended December 31, 2021 compared to net operating cash provided of $50 million in the comparable period in 2020. The year over year change is primarily attributable to the timing of payments of federal income taxes, variable compensation programs and severance payments under our 2020 restructuring initiative.
Investing Activities Cash used forby investing activities for the year ended December 31, 20172021 increased by $52$162 million compared to the same period in 2016. This was2020, primarily attributablerelated to athe following:
•$160 million decrease in cash inflows related to proceeds received from the sale of our AWR business in 2020.
•$118 million decrease in cash inflows related to the net purchasesale of short-term investments of $48 million compared to ainvestments. The net sale of short-term investments of $9 million during the same period in 2016, to take advantage of favorable increases in the yields offeredboth periods was primarily driven by short-term investments that comply with our investment policy. Cash outflowsfunding needs related to capitalized software development also increased by $10 million which was offset by a decrease in capital expenditures of $14 million compared to the same period in 2016.our acquisitions and our common stock repurchase activities.
Financing Activities Cash used by financing activities increased by $15 million for the year ended December 31, 2017 compared to the same period in 2016. This was primarily due to a $7 million increase in cash outflows related to the increase in our quarterly dividend and a $13 million increase in cash outflows related to net repayments under our Loan Agreement, offset by $6•$106 million decrease in cash outflows related to 2016 repurchasesacquisitions and other strategic investments in equity-method investees.
•$9 million decrease in cash outflows related capital expenditures for long-lived assets.
Financing Activities Cash provided by financing activities increased by $90 million for 2021 compared to 2020. This was primarily related to a $102 million net increase in borrowings under our revolving and term loan facilities, net of our common stock. From timeissuance costs and repayments, partially offset by a $6 million increase in cash used to time, our Board of Directors has authorized various programs for our repurchase of shares of our common stock depending on market conditions and other factors. Under the current program, we did not repurchase any shares during the year ended December 31, 2017.an increase of $7 million related to our quarterly dividends. (See “Note 11Note 12 – Authorized shares of common and preferred stock and stock-based compensation plans”plans of Notes to Consolidated Financial Statements for additional discussion about our equity compensation plans and share repurchase program).
Contractual Cash Obligations. The following summarizes Contractual obligations arise in the normal course of business and include debt and related interest payments, leases, purchase obligations, and warranty liabilities. See Note 9 of the Notes to the Consolidated Financial Statements for additional information on our contractual cash obligations aslease obligations. See Note 10 of December 31, 2017:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Payments due by period |
| (In thousands) | | Total | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | Beyond |
| Long-term debt | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Tax payable (1) | | 88,603 |
| | 7,088 |
| | 7,088 |
| | 7,088 |
| | 7,088 |
| | 7,088 |
| | 53,163 |
|
| Capital lease obligations | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Operating leases | | 77,304 |
| | 20,012 |
| | 15,696 |
| | 10,875 |
| | 7,853 |
| | 5,298 |
| | 17,570 |
|
| Total contractual obligations | | $ | 165,907 |
| | $ | 27,100 |
| | $ | 22,784 |
| | $ | 17,963 |
| | $ | 14,941 |
| | $ | 12,386 |
| | $ | 70,733 |
|
| (1) Represents one-time transition tax payable related to known amounts of cash taxes payable in future years as a result of the Tax Act. For further information, refer to Note 9 - Income Taxes of Notes to Consolidated Financial Statements |
The following summarizesNotes to the Consolidated Financial Statements for additional information on our transition tax payables. See Note 15 of the Notes to the Consolidated Financial Statements for additional information on our debt obligations. See Note 16 of Notes to the Consolidated Financial Statements for additional information regarding our other commercial commitments as of December 31, 2017:contractual obligations.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Total | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | Beyond |
| Guarantees | | $ | 2,629 |
| | $ | 2,629 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Purchase obligations | | 9,123 |
| | 9,123 |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Total commercial commitments | | $ | 11,752 |
| | $ | 11,752 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
We have commitments under non-cancelable operating leases primarily for office facilities throughout the world. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. As of December 31, 2017, we had non-cancelable operating lease obligations of approximately $77 million compared to $55 million at December 31, 2016. Rent expense under operating leases was $20 million for each of the years ended December 31, 2017, 2016, and 2015, respectively.
Purchase obligations primarily represent purchase commitments for customized inventory and inventory components. As of December 31, 2017, we had non-cancelable purchase commitments with various suppliers of customized inventory and inventory components totaling approximately $9.1 million over the next twelve months. At December 31, 2016, we had non-cancelable purchase commitments with various suppliers of customized inventory and inventory components totaling approximately $6.8 million.
At December 31, 2017, we had outstanding guarantees for payment of customs and foreign grants totaling approximately $2.6 million. At December 31, 2016, we had outstanding guarantees for payment of customs, foreign grants and potential customer disputes totaling approximately $3 million.
LoanCredit Agreement. On May 9, 2013,June 18, 2021, we entered into a LoanSecond Amended and Restated Credit Agreement (the “Loan Agreement”"Credit Agreement") with Wells Fargo Bank, National Association, as the administrative agent, swingline lender and issuing lender (the “Lender”“Administrative Agent”). On, Wells Fargo Securities, LLC, as sole lead arranger and bookrunner, and the lenders party thereto. The Credit Agreement amended and restated and refinanced our prior Amended and Restated Credit Agreement, dated as of June 12, 2020 (as further amended on October 29, 2015,30, 2020), by and among us, the lenders from time-to-time party thereto and Administrative Agent. As of December 30, 2021, we entered into a First Amendment to Loan Agreement (the “Amendment”) with the Lender, which amended our Loan Agreement to among other things, (i) increase the unsecured revolving line of credit from $50 million to $125 million, (ii) extend the maturity date of the line of credit from May 9, 2018 to October 29, 2020, and (iii) provide us with an option to request increases to the line of credit of up to an additional $25had $199 million in available borrowing capacity under the aggregate, subject to consent of the Lender and terms and conditions to be mutually agreed between us and the Lender.Credit Agreement. Proceeds of loansadditional borrowings made under the LoanCredit Agreement may be used for working capital and other general corporate purposes. We may prepay the loans under the LoanCredit Agreement in whole or in part at any time without premium or penalty. Certain of our existing and future material domestic subsidiaries are required to guaranty our obligations under the LoanCredit Agreement. We may choose to borrow additional funds against this line of credit in future periods to have sufficient domestic cash to fund continued dividends to our stockholders, to fund potential acquisitions or other domestic general corporate purposes without the need to repatriate foreign earnings. (See Note 14 –15 - Debt of Notes to Consolidated Financial Statements for additional details on our revolving line of credit)Credit Agreement).
Off-Balance Sheet Arrangements.We do not have any off-balance sheet debt. At December 31, 2017,2021, we did not have any relationships with any unconsolidated entities or financial partnerships, such as entities often referred to as structured finance entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we were engaged in such relationships.
Prospective Capital Needs. We believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations, as well ascash generated from the purchase of common stock through our employee stock purchase plan and available borrowingsborrowing under our Loanthe Credit Agreement will be sufficient to cover our working capital needs, capital expenditures, investment requirements, commitments, payment of dividends to our stockholders and repurchases of our common stock for at least the next 12 months. The enactment of the Tax Cuts and Jobs Act of 2017 will allow us to repatriate a majority of our foreign cash for domestic needs without additional taxation and to meet our capital deployment initiatives. We may also seek to pursue additional financing or to raise additional funds by seeking an increase in our secured revolving line of credit and/or term loan commitments under the Credit Agreement or selling equity or debt to the public or in private transactions from time to time. If we elect to raise additional funds, we may not be able to obtain such funds on a timely basis or on acceptable terms, if at all. If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of our existing stockholders would be reduced. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to those of our common stock.
Although we believe that we have sufficient capital to fund our operating activities for at least the next 12 months, our future capital requirements may vary materially from those now planned. We anticipate that the amount of capital we will need in the future will depend on many factors, including:
•payment of dividends to our stockholders;
•required levels of research and development and other operating costs;
•our business, product, capital expenditure and research and development plans, and product and technology roadmaps;
•acquisitions of other businesses, assets, products or technologies;
•repurchase of our common stock;
•the overall levels of sales of our products and gross profit margins;
•the levels of inventory and accounts receivable that we maintain;
•general economic and political uncertainty and specific conditions in the markets we address, including any volatility in the industrial economy in the various geographic regions in which we do business;
•the inability of certain of our customers who depend on credit to have access to their traditional sources of credit to finance the purchase of products from us, which may lead them to reduce their level of purchases or to seek credit or other accommodations from us;
•capital improvements for facilities;
repurchases of our common stock;
•our relationships with suppliers and customers; and
•the levelamount of stock purchases underproceeds received as a result of our employee stock purchase plan.
Recently Issued Accounting Pronouncements
See Note 1 – Operations and summary of significant accounting policies of Notes to Consolidated Financial Statements for discussion regarding recently issued accounting pronouncements.
Critical Accounting PoliciesEstimates
The preparation of our financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Although these estimates are based on management's best knowledge of current events and actions that may impact the company in the future, actual results may be materially different from the estimates.
Our critical accounting policies are as follows:
Revenue recognition
We sell test and measurement solutions that include hardware, software licenses, and related services. Our sales are generally made under standard sales arrangements with payment terms ranging from net 30 days in the U.S. to net 30 days and up to net 180 days in some international markets. We offer rights of return and standard warranties for product defects related to our products. The rights of return are generally for a period of up to 30 days after the delivery date. Our standard warranties cover periods ranging from 90 days to three years. Our standard sales arrangements do not require product acceptance from the customer.
In recent years, we have made a concentrated effort to increase our revenue through the pursuit of orders with a value greater than $1.0 million. These orders often include contract terms that vary substantially from our standard terms of sale including product acceptance requirements and product performance evaluations which create uncertainty with respect to the timing of our ability to recognize revenue from such orders. These orders may also include most-favored customer pricing, significant discounts, extended payment terms and volume rebates, all of which also may create uncertainty with respect to the amount and timing of revenue recognized from such orders.
Sales of application software licenses include post-contract support services. Other services include customer training, customer support, and extended warranties.
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. For most of our hardware and software sales, title and risk of loss transfer upon shipment. For services, we recognize revenue when the service is provided, except for extended warranties for which revenue is recognized ratably over the warranty period.
We apply the separation guidance under U.S. GAAP for contracts with multiple deliverables. We analyze revenue arrangements with multiple deliverables to determine whether the deliverables should be divided into more than one unit of accounting. For contracts with more than one unit of accounting, we allocate the consideration we receive among the separate units of accounting based on their relative selling prices, which we determine based on prices of the deliverables as sold on a stand-alone basis, or if not sold on a stand-alone basis, the prices we would charge if sold on a stand-alone basis. We recognize revenue for each deliverable based on the revenue recognition policies described below.
For software arrangements that include multiple elements, including perpetual software licenses and undelivered items (e.g., software maintenance; subscriptions/term licenses), we allocate and defer revenue for the undelivered items based on vendor specific objective evidence (“VSOE”) of the fair value of the undelivered elements, and recognize revenue on the perpetual license using the residual method. We base VSOE of each element on the price for which the undelivered element is sold separately. We determine fair value of the undelivered elements based on historical evidence of our stand-alone sales of these elements to third parties or from the stated renewal rate for the undelivered elements. When VSOE does not exist for undelivered items, we recognize the entire arrangement fee ratably over the applicable performance period.
A portion of our revenues are generated from the sale of systems that contain software components that operate together with our hardware platform to provide the essential functionality of the system. When sold in a multiple element arrangement, these systems are considered non-software deliverables, so we can allocate the arrangement fee based upon relative selling price of each element. When applying the relative selling price method, we determine the selling price of each element using best estimate of selling price (“BESP”), because VSOE and third-party evidence ("TPE") are not available.
The revenues allocated to the software-related elements are recognized based on software industry specific revenue recognition guidance, as noted above. The revenues allocated to the non-software related elements are recognized based on the nature of the element provided. We estimate BESP by considering internal factors such as historical pricing practices and gross margin objectives, as well as market conditions such as competitor pricing strategies, customer demands and geography, and regularly review these assumptions.
The application of revenue recognition standards requires judgment, including whether a software arrangement includes multiple elements, and if so, whether VSOE of fair value exists for those elements. Changes to the elements in a software arrangement, the ability to identify VSOE for those elements, the fair value of the respective elements, and changes to a product’s estimated life cycle could materially impact the amount of our earned and unearned revenue. Judgment is also required to assess whether future releases of certain software represent new products or upgrades and enhancements to existing products.
Recent Updates to Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which became effective for us beginning January 1, 2018. For additional information on the new revenue recognition guidance and the expected impact of adoption, see Note 1 – Operations and summary of significant accounting policies in Item 8 of Notes toPart II of this Report, describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements.
Estimating allowances for sales returns
The below accounting policies require significant judgments, assumptions, and estimates used in the preparation of financial statements requiresthe Consolidated Financial Statements and actual results could differ materially from the amounts reported based on these policies.
•Revenue recognition
Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.
Judgment is required to determine the stand-alone selling price (“SSP") for each distinct performance obligation. We use a range of amounts to estimate SSP when we make estimatessell each of our products and assumptionsservices separately and need to determine whether there is a discount to be allocated based on the relative SSP of potential futurethe various products and services. In instances where SSP is not directly observable, such as when we do not sell the product returns relatedor service separately, we determine the SSP using information that may include market conditions, historical pricing relationships (such as software licenses available under either a perpetual and term license period), and other observable inputs. We typically have more than one SSP for individual products and services due to currentthe stratification of those products and services by customers and circumstances. In these instances, we may use information such as the geographic region in determining the SSP.
Due to the various benefits from and the nature of software licenses sold under enterprise-wide licensing program, judgment is required to identify the distinct performance obligations, determine the SSP for certain performance obligations that is not directly observable, and assess the pattern of delivery, including the utilization of certain benefits across our portfolio of customers.
Our products are generally sold with a right of return, and occasionally we may provide other credits or incentives, which are accounted for as variable consideration when determining the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period product revenue.if additional information becomes available. We analyze historical returns, current economic trends, and changes in customer demand and acceptance of our products when evaluating the adequacy of our sales returns allowance. Significant judgments and estimates must be made and used in connection with establishing the sales returns allowance in any accounting period. A provisionChanges to our estimated variable consideration were not material for estimated sales returns is made by reducing recorded revenue by the amountperiods presented.
•Valuation of acquired intangible assets
When we acquire a business, a portion of the allowance. Accounts receivablepurchase price is reported nettypically allocated to identifiable intangible assets, such as acquired technology and customer relationships. Fair value of these assets is determined primarily using the allowanceincome approach, which requires us to project future cash flows and apply an appropriate discount rate. We amortize intangible assets with finite lives over their expected useful lives. Significant management judgment is required in the forecasts of future operating results that are used in these valuations. The significant assumptions used to estimate the value of our acquired customer relationships were anticipated revenue growth rates and expected attrition. The significant assumption used to estimate the value of our existing product configurations was the anticipated lost profits for sales returns.the period of time that would be necessary to develop the portfolio of products. Our allowance for sales returns was $2.1 millionestimates are based upon assumptions believed to be reasonable but which are inherently uncertain and $1.8 million at December 31, 2017unpredictable. Assumptions may be incomplete or inaccurate, and 2016, respectively. Material differencesunanticipated events and circumstances may occur. Incorrect estimates could result in the amountfuture impairment charges, and timingthose charges could be material to our results of our revenue for any period if we made different judgments or utilized different estimates or if our actual results varied materially from our estimates.operations.
•Estimating allowances, specifically the allowance for doubtful accounts and the adjustment for excess and obsolete inventories
In addition to estimating an allowance for sales returns, we mustWe also make estimates about the uncollectabilitynet realizable value of our accounts receivable.inventory. We specifically analyze accounts receivable and analyze historical bad debts, customer concentrations, customer credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. Our allowance for doubtful accounts was $2.9 million and $1.9 million at December 31, 2017 and 2016, respectively. We also write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and estimated net realizable value based on assumptions of future demand and market conditions. Our allowance for excess and obsolete inventories was $16.4$18.9 million and $12.6$17.0 million at December 31, 20172021 and 2016,2020, respectively. Significant judgments and estimates must be made and used in connection with establishing these allowances. Material differences may result in the amount and timingthis allowance. If actual product life cycles, product demand or acceptance of our bad debt and inventory obsolescence if we made different judgments or utilized different estimates or if actual results varied materially from our estimates.
Accounting for costs of computer software
We capitalize costs related to the development and acquisition of certain software products. Capitalization of costs begins when technological feasibility has been established and ends when thenew product is available for general release to customers. Technological feasibility for our products is established when the product is available for beta release. Judgment is required in determining when technological feasibility of a product is established. Amortization is computed on an individual product basis for those products available for market and has been recognized based on the product’s estimated economic life, generally three years. At each balance sheet date, the unamortized costsintroductions are reviewedless favorable than projected by management, and reduced to net realized value when necessary. Asadditional inventory write downs may be required, which could unfavorably affect future operating results.
•Long-lived Assets
Valuation of long-lived and intangible assets
We assess the impairment of identifiable intangibles, long-lived assets and related goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In accordance with FASB ASC 350, Intangibles – Goodwill and Other (FASB ASC 350), goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach based on the market capitalization of the reporting unit. Our annual impairment test was performed as of November 30, 2017. 2021.
Intangible assets with finite lives and property, plant and equipment are amortized or depreciated over their estimated useful life on a straight line basis. We monitor conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization or depreciation period. We test these assets for potential impairment whenever our management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment regarding estimates of the future cash flows associated with each asset.
As of December 31, 2021 and 2020, we had goodwill of approximately $576 million and $468 million, respectively and the carrying value of our acquisition-related intangibles assets was approximately $200 million and $127 million, respectively.
No impairment of goodwill and long-lived and intangible assets was identified during 2017 and 2016. Goodwill is deductible for tax purposes in certain jurisdictions. We have one operating segment and one reporting unit. Factors considered important which could trigger an impairment review include the following:2021, 2020, or 2019.
•significant underperformance relative to expected historical or projected future operating results;
•significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
•significant negative industry or economic trends; and,
•our market capitalization relative to net book value.
When it is determined that the carrying value of intangibles, long-lived assets and related goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, the measurement of any impairment is determined and the carrying value is reduced as appropriate. As of December 31, 2017 and 2016, we had goodwill of approximately $267 million and $253 million, respectively.
Accounting for income taxes
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. We had a valuation allowance of $78 million and $62 million at December 31, 2017 and December 31, 2016, respectively. A majority of the valuation allowance is related to the deferred tax assets of National Instruments Hungary Kft. (“NI Hungary”). The decrease in the valuation allowance from 2015 to 2016 was primarily due to the revaluation of NI Hungary’s gross deferred tax assets following the reduction in the Hungarian corporate income tax rate from 19% to 9%.
Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our financial position or our results of operations. In estimating future tax consequences, all expected future events are considered other than enactments of changes in tax laws or rates. We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns. Our continuing policy is to recognize interest and penalties related to income tax matters in income tax expense.
Our earnings in Hungary are subject to a statutory tax rate of 9%. In addition, our research and development activities in Hungary continue to benefit from a tax law in Hungary that provides for an enhanced deduction for qualified research and development expenses. The tax position of our Hungarian operations resulted in income tax benefits of $16.1 million and $4 million for the years ended December 31, 2017 and 2016, respectively. Earnings from our operations in Malaysia are free of tax under a tax holiday effective January 1, 2013. This tax holiday expires in 2027. If we fail to satisfy the conditions of the tax holiday, this tax benefit may be terminated early. The tax holiday resulted in income tax benefits of $5.5 million and $3.3 million for the years ended December 31, 2017 and 2016, respective1y. The impact of the tax holiday on a per share basis for the years ended December 31, 2017 and 2016 was a benefit of $0.04 and $0.03 per share, respectively.
No other taxing jurisdictions had a significant impact on our effective tax rate. We have not entered into any advanced pricing or other agreements with the Internal Revenue Service with regard to any foreign jurisdictions.
Our effective tax rate was lower than the U.S. federal statutory rate during 2015 and 2016 primarily due to earnings taxed at lower rates in foreign jurisdictions. The Tax Cuts and Jobs Act, which was enacted in December 2017, had a substantial impact on our income tax expense for the year ended December 31, 2017. For additional discussion about our income taxes including, the effect of the Tax Cuts and Jobs Act, components of income before income taxes, our provision for income taxes charged to operations, components of our deferred tax assets and liabilities, a reconciliation of income taxes at the U.S. federal statutory rate of 35% to our effective tax rate and other tax matters, see Note 910 – Income taxes of Notes to Consolidated Financial Statements.
Loss contingencies
We accrue for probable losses from contingencies including legal defense costs, on an undiscounted basis, when such costs are considered probable
Accounting for costs related to exit or disposal activities
Costs related to exit or disposal activities incurred as part of our recent restructuring activities may consist of voluntary or involuntary severance-related charges, asset-related charges and other costs related to exit activities. We recognize voluntary termination benefits when the employee accepts the offered benefit arrangement. We recognize involuntary severance-related charges depending on whether the termination benefits are provided under an ongoing benefit arrangement or under a one-time benefit arrangement. If the former, we recognize the charges once they are probable and the amounts are estimable. If the latter, we recognize the charges once the benefits have been communicated to employees.
Restructuring activities associated with assets would be recorded as an adjustment to the basis of the asset, not as a liability. When we commit to a plan to abandon a long-lived asset before the end of its previously estimated useful life, we accelerate the recognition of depreciation to reflect the use of the asset over its shortened useful life.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Risk Management
Our international sales are subject to inherent risks, including fluctuations in local economies; fluctuations in foreign currencies relative to the U.S. dollar; difficulties in staffing and managing foreign operations; greater difficulty in accounts receivable collection; costs and risks of localizing products for foreign countries; unexpected changes in regulatory requirements, tariffs and other trade barriers; and burdens of complying with a wide variety of foreign laws.
The vast majority of our sales outside of the U.S. are denominated in local currencies, and accordingly, the U.S. dollar equivalent of these sales is affected by changes in the foreign currency exchange rates. The change in exchange rates had the effect of decreasing our consolidated sales by $1.8 million in the year ended December 31, 2017, and by $41 million in the year ended December 31, 2016. Because most of our international operating expenses are also incurred in local currencies, the change in exchange rates had the effect of decreasing our consolidated operating expenses by $1.4 million in the year ended December 31, 2017, and by $9.2 million in the year ended December 31, 2016.
During 2017, there was a moderately stronger U.S. dollar during the first nine months of the year and a moderately weaker U.S. dollar during the last three months of the year compared year-over-year to 2016, resulting in a modest decrease in our U.S. dollar equivalent revenues and expenses in 2017, when compared year-over-year to 2016. In the past, we have noted that significant volatility in foreign currency exchange rates in the markets in which we do business has had a significant impact on the revaluation of our foreign currency denominated firm commitments, on our ability to forecast our U.S. dollar equivalent revenues and expenses and on the effectiveness of our hedging programs. In recent periods, these dynamics have also adversely affected our revenue growth in international markets and will likely pose similar challenges in the near future. We recognize the local currency as the functional currency in virtually all of our international subsidiaries.
If the local currencies in which we sell our products strengthen against the U.S. dollar, we may need to lower our prices in the local currency to remain competitive in our international markets which could have a material adverse effect on our gross and net profit margins. If the local currencies in which we sell our products weaken against the U.S. dollar and if the local sales prices cannot be raised due to competitive pressures, we will experience a deterioration of our gross and net profit margins. To help protect against the change in the value caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows resulting from international sales and expenses over the next one to two years, we have a foreign currency cash flow hedging program. We hedge portions of our forecasted revenue, cost of sales and operating expenses denominated in foreign currencies with foreign currency forward contracts. For forward contracts, when the dollar strengthens significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the forward contracts designated as hedges. We purchase foreign currency forward contracts for up to 100% of our forecasted exposures in selected currencies (primarily in Euro, Japanese yen, Chinese yuan, British pound, Malaysian ringgit and Hungarian forint) and limit the duration of these contracts to 40 months or less. As a result, our hedging activities only partially address our risks from foreign currency transactions, and there can be no assurance that this strategy will be successful. We do not invest in contracts for speculative purposes.
During the year ended December 31, 2017, our hedges had the effect of decreasing our consolidated sales by $0.5 million, increasing our cost of sales by $1.2 million, and increasing our operating expenses by $1.2 million. During the year ended December 31, 2016, our hedges had the effect of increasing our consolidated sales by $1.3 million, increasing our cost of sales by $1.9 million, and increasing our operating expenses by $1.9 million. (See Note 4 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for further discussion regarding our cash flow hedging program and its related impacted on our consolidated sales, cost of sales and operating expenses for the years ended December 31, 2017 and 2016).
Inventory Management
The markets for our products dictate that many of our products be shipped very quickly after an order is received. As a result, we are required to maintain significant inventories. Therefore, inventory obsolescence is a risk for us due to frequent engineering changes, shifting customer demand, the emergence of new industry standards and rapid technological advances including the introduction by us or our competitors of products embodying new technology. However, our risk of obsolescence may be mitigated as many of our products have interchangeable parts and many have long lives. While we adjust for excess and obsolete inventories and we monitor the valuation of our inventories, there can be no assurance that our valuation adjustments will be sufficient. In recent years, we have made a concentrated effort to increase our revenue through the pursuit of orders with a value greater than $1.0 million. Fulfillment of these contracts can severely challenge our supply chain capabilities at the component acquisition, assembly and delivery stages. These contracts can also require us to develop specific product mitigation plans for product delivery constraints caused by unexpected or catastrophic situations to help assure timely production recovery and to comply with critical delivery commitments where severe contractual liabilities can be imposed on us if we fail to provide the quantity of products at the required delivery times. In order to help mitigate the risks associated with these contractual requirements, we may build inventory levels for certain parts or systems. Because our contracts with such customers may allow the customer to cancel or delay orders without liability, such actions expose our business to increased risk of inventory obsolescence.
Market Risk
We are exposed to a variety ofmarket risks including foreign currency fluctuations and changes in the market valueassociated with interest rates on drawn balances of our investments. In the normal course of business, we employCredit Agreement, and to currency movements on non-functional currency assets and liabilities. We assess these risks on a regular basis and have established policies that are designed to protect against the adverse effects of these and procedures to manage our exposure to fluctuations in foreign currency values andother potential exposures. All of the potential changes in the market valuenoted below are based on sensitivity analyses as of our investments.
Cash, Cash Equivalents and Short-Term Investments
At December 31, 2017, we had $412 million in cash, cash equivalents and short-term investments. See Liquidity and Capital Resources above for further discussion regarding our cash, cash equivalents and short-term investments.
We report our available-for-sale short-term investments at fair value. (See Note 3 – Fair value measurements of Notes to Consolidated Financial Statements for a further description of the fair value measurement of our short term investments).
The goal of our investment policy is to manage our investment portfolio to preserve principal and liquidity while maximizing the return on our investment portfolio through the full investment of available funds. We place our cash investments in instruments that meet credit quality standards, as specified in our corporate investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. Our cash equivalents and short-term investments carried ratings from the major credit rating agencies that were in accordance with our corporate investment policy. Our investment policy allows investments in the following: government and federal agency obligations, repurchase agreements (“Repos”), certificates of deposit and time deposits, corporate obligations, medium term notes and deposit notes, commercial paper including asset-backed commercial paper (“ABCP”), puttable bonds, general obligation and revenue bonds, money market funds, taxable commercial paper, corporate notes/bonds, municipal notes, municipal obligations and tax exempt commercial paper. All such instruments must carry minimum ratings of A1/P1/F1, MIG1/VMIG1/SP1 and A2/A/A, as applicable, all of which are considered “investment grade.” Our investment policy for marketable securities requires that all securities mature in five years or less, with a weighted average maturity of no longer than 24 months with at least 10% maturing in 90 days or less.
We account for our investments in debt and equity instruments under FASB ASC 320 Investments – Debt and Equity Securities (FASB ASC 320). Our investments are classified as available-for-sale and accordingly are reported at fair value, with unrealized gains and losses reported as other comprehensive income, a component of stockholders’ equity. Unrealized losses are charged against income when a decline in fair value is determined to be other-than-temporary. Investments with maturities beyond one year are classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The fair value of our short-term investments at December 31, 2017 and 2016 was $122 million and $73 million, respectively. This increase was due to our net purchase of $48 million of short-term investments.
We follow the guidance provided by FASB ASC 320 to assess whether our investments with unrealized loss positions are other than temporarily impaired. Realized gains and losses and declines in value judged to be other-than-temporary are determined based on the specific identification method and are reported in other income (expense), net, in our Consolidated Statements of Income. During the fourth quarter of 2015, we recorded a non-cash charge of $1 million (recorded in other, net) for the impairment of a cost-method investment.2021. Actual results may differ materially.
Interest Expense Risk
We are exposed to interest rate fluctuations in the normal course of our business, including through the Credit Agreement. Borrowings under this agreement are subject to a variable interest rate. As of December 31, 2021, our Loan Agreement. Thetotal borrowings were $300 million, accruing interest payments on the Loan Agreement consistat a rate of a variable-rate of interest.1.4%.
Interest Income Risk
Investments in both fixed rate and floating rate instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to an increase in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due to these factors,If our future investment income may fall short of expectations due to changes in interest rates or if the decline in the fair value of our publicly traded debt investments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates. However, because any debt securities we hold are classified as available-for-sale, no gains or losses are realized in our income statement due to changes in interest rates unless such securities are sold prior to maturity or unless declines in value are determined to be other-than-temporary. These securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax.
In a rising interest rate environment, as short-term investments mature, reinvestment occurs at more favorable market rates. Given the short-term nature of certain of our investments, the current interest rate environment of rising rates may favorably impact our investment income.
In order to assess the interest rate risk associated with our investment portfolio, we performed a sensitivity analysis to determine the impact a change inrevolving loans interest rates would have on the value of our investment portfolio assuming abeen higher by 100 basis point parallel shift in the yield curve. Based on our investment positionspoints as of December 31, 2017, a 100 basis point increase or decrease in interest rates across all maturities2021, the change would have resulted in approximatelyincreased our total interest expense by $3.0 million. If the commitment fee, per annum increased to the highest rate of 0.250%, we would see an increase of $0.2 million during December 31, 2021. (See Note 15 – Debt of Notes to Consolidated Financial Statements for a $2.8 million increase or decrease infurther description of the fair market valueCredit Agreement).
Foreign Currency Risk
The functional currency for a substantial majority of our portfolio. Asinternational sales operations is the applicable local currency. The assets and liabilities of December 31, 2016, a similar 100 basis point increase or decreasethese operations are translated at the rate of exchange in interest rates across all maturities would result in approximately a $1.3 million increase or decrease ineffect on the fair market value of our portfolio. Such losses would only be realized if we sold the investments prior to maturity or if there is an other-than-temporary impairment. Actual future gainsbalance sheet date and losses associated with our investments may differ from the sensitivity analyses performed as of December 31, 2017, due to the inherent limitations associated with predicting the changes in the timingsales and level of interest rates and our actual exposures and positions.
We continue to monitor the stability of the financial markets, particularly those in the developing economies and have taken steps to limit our direct and indirect exposure to these markets; however, we can give no assurance that we will not be negatively impacted by any adverse outcomes in those markets. We also continue to weigh the benefit of the higher yields associated with longer maturities against the interest rate risk and credit rating risk, also associated with these longer maturities when making these decisions. We cannot predict when or to what degree interest rates and investment yields will rise. If yields rise modestly, our investment income may be favorably impacted.
Exchange Rate Risk
expenses are translated at average rates. Our objective in managing our exposure to foreign currency exchange rate fluctuations is to reduce the impact of adverse fluctuations in such exchange rates on our earnings and cash flow. Accordingly, we utilize purchased foreign currency option and forward contracts to hedge our exposure on anticipated transactions and firm commitments. There can be no assurance that our foreign currency hedging activities will substantially offset the impact of fluctuations in currency exchanges rates on our results of operations and financial position. Based on the foreign exchange instruments outstanding at December 31, 20172021 and December 31, 2016,2020, an adverse change (defined as 20% in the Asian currencies and 10% in all other currencies) in exchange rates would result in a decline in the aggregate settlement value of all of our instruments outstanding of approximately $25$31 million and $16$22 million, respectively. However, as we utilize foreign currency instruments for hedging anticipated and firmly committed transactions, we believe that a loss in settlement value for those instruments will be substantially offset by increases in the value of the underlying exposure. (See Note 45 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for a further description of our derivative instruments and hedging activities).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to the Consolidated Financial Statements and Notes to Consolidated Financial Statements beginning on page F-1 hereof. Also see “Quarterly results of operations” on page 35.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of our management, our President and Chief Executive Officer, Alex DavernEric Starkloff, and our Chief Financial Officer, Karen Rapp, have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were effective as of December 31, 2017,2021 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting.
Inherent Limitations Over Internal Controls
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that:
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(i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
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(ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
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(iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. |
Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). WeUnder the supervision and with the participation of our management, including our CEO and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Because of its inherent limitation, internal control over financial reporting may not prevent or detect all errors and all fraud. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Based on our assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2017,2021, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting, which appears in Part II, Item 8 of this Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended December 31, 2017,2021, which were identified in connection with our evaluation required by paragraph (d) of rulesRules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
From time to time, our directors, executive officers and other insiders may adopt stock trading plans pursuant to Rule 10b5-1(c) promulgated by the Securities and Exchange Commission under the Exchange Act. Jeffrey L. Kodosky and James J. Truchard have made periodic sales
None
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Certain information required by Part III is omitted from this Report in that we intend to file a definitive proxy statement pursuant to Regulation 14A with the Securities and Exchange Commission (the “Proxy Statement”) relating to our annual meeting of stockholders not later than 120 days after the end of the fiscal year covered by this Report, and such information is incorporated by reference herein as described below.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors required by this Item pursuant to Item 401 of Regulation S-K will appear in our Proxy Statement under the section “Election of Directors” and such information is incorporated herein by reference.
The information concerning our executive officers required by this Item pursuant to Item 401 of Regulation S-K will appear in our Proxy Statement under the section “Executive Officers” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 405 of Regulation S-K regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, will appear in our Proxy Statement under the section “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports,” if required, and such information is incorporated herein by reference.
The information concerning our code of ethics that applies to our principal executive officer, our principal financial officer, our controller or person performing similar functions required by this Item pursuant to Item 406 of Regulation S-K will appear in our Proxy Statement under the section “Code of Ethics” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 407(c)(3) of Regulation S-K regarding material changes, if any, to procedures by which security holders may recommend nominees to our board of directors will appear in our Proxy Statement under the section “Deadline for Receipt of Stockholder Proposals” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 407(d)(4) and Item 407(d)(5) of Regulation S-K regarding our Audit Committee and our audit committee financial expert(s), respectively, will appear in our Proxy Statement under the heading “Corporate Governance” and such information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item pursuant to Item 402 of Regulation S-K regarding director compensation will appear in our Proxy Statement under the section “Board Compensation” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 402 of Regulation S-K regarding executive officer compensation, including our Compensation Discussion &and Analysis, will appear in our Proxy Statement under the section “Executive Compensation” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 402 of Regulation S-K regarding Chief Executive Office pay ratio, will appear in our Proxy Statement under the section “CEO Pay Ratio Disclosure” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 407(e)(4) of Regulation S-K will appear in our Proxy Statement under the section “Compensation Committee Interlocks and Insider Participation” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 407(e)(5) will appear in our Proxy Statement under the section “Compensation Committee Report” and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item pursuant to Item 403 of Regulation S-K concerning security ownership of certain beneficial owners and management will appear in our Proxy Statement under the section “Security Ownership” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 201(d) of Regulation S-K concerning securities authorized for issuance under equity compensation plans will appear in our Proxy Statement under the section “Equity Compensation PlansPlan Information” and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item pursuant to Item 404 of Regulation S-K will appear in our Proxy Statement under the section “Certain Relationships and Related Transactions” and such information is incorporated herein by reference.
The information required by this Item pursuant to Item 407(a) of Regulation S-K regarding the independence of our directors will appear in our Proxy Statement under the section “Corporate Governance” and such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information concerning principal accountant fees and services and pre-approval policies and procedures required by this Item is incorporated by reference to our Proxy Statement under the heading “Ratification of Independent Registered Public Accounting Firm.”
The information concerning pre-approval policies for auditFirm” and non-audit services required by this Item is incorporated by reference to our Proxy Statement under the heading “Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors.Auditors,” respectively.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Documents Filed with Report
1.Financial Statements.
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(a) | Documents Filed with Report |
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2. | Financial Statement Schedules. |
2.Financial Statement Schedules.
All schedules are omitted because the required information is already included in our notes to our consolidated financial statements or because they are not applicable
applicable.
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| EXHIBITS | |
| Share Purchase Agreement, dated as of May 27, 2020, among National Instruments Israel Ltd., OptimalPlus Ltd. ("OptimalPlus"), certain shareholders of OptimalPlus, National Instruments Corporation (solely for the purposes of the applicable representations, warranties and covenants of National Instruments Corporation), and Fortis Advisors, LLC (solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of OptimalPlus). |
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4.1(4)4.1(5) | Specimen of Common Stock certificate of the Company. |
10.1(4) | Form of Indemnification Agreement. |
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| Second Amended and Restated Credit Agreement, dated as of October 29, 2015, by andJune 18, 2021, among National Instruments National Instruments Corporation, as borrower, the guarantorslenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender. |
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| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
(1)104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| (1) | Incorporated by reference to the same-numbered exhibit filed with the Company’s Form 10-Q filed on August 4, 2020 (File No. 000-25426). |
| (2) | Incorporated by reference to the same-numbered exhibit filed with the Company’s Form 10-K for the fiscal year ended December 31, 2013.filed on February 23, 2021 (File No. 000-25426). |
(2)(3) | Incorporated by reference to the same-numbered exhibit filed with the Company’sCompany's Form 10-K for the fiscal year ended December 31, 200710-Q on August 2, 2021 (File No. 000-25426). |
(3)(4) | Incorporated by reference to the same-numbered exhibit filed withto the Company’s Form 8-A filed on April 27, 2004 (File No. 000-25426). |
(4)(5) | Incorporated by reference to the Company’s Form S-1 (Reg. No. 33-88386) declared effective March 13, 1995. |
(5)(6) | Incorporated by reference to exhibit B ofExhibit A to the Company’s Proxy Statement filed on March 30, 2017.April 1, 2019 (File No. 000-25426). |
(6)(7) | Incorporated by reference to the same-numbered exhibit filed with the Company’s Form 10-K for the fiscal year ended December 31, 2016. |
(7) | Incorporated by referenceExhibit A to exhibit A of the Company’s Proxy Statement filed on April 4, 2005 (File No. 000-25426). |
| (8) | Incorporated by reference to exhibitExhibit 10.8 filed withto the Company’s Form 10-Q filed on August 2, 2006 (File No. 000-25426). |
| (9) | Incorporated by reference to exhibitExhibit 10.9 filed withto the Company’s Form 10-Q filed on August 2, 2006 (File No. 000-25426). |
| (10) | Incorporated by reference to exhibitExhibit 10.10 filed withto the Company’s Form 10-Q filed on August 2, 2006 (File No. 000-25426). |
| (11) | Incorporated by reference to exhibitExhibit 10.11 filed withto the Company’s Form 10-Q filed on August 2, 2006 (File No. 000-25426). |
| (12) | Incorporated by reference to exhibitExhibit 10.1 filed withto the Company’s Form 8-K filed on May 17, 2010 (File No. 000-25426). |
| (13) | Incorporated by reference to exhibitExhibit 10.2 filed withto the Company’s Form 8-K filed on June 24, 2010 (File No. 000-25426). |
| (14) | Incorporated by reference to exhibitExhibit 10.3 filed withto the Company’s Form 8-K filed on June 24, 2010 (File No. 000-25426). |
| (15) | Incorporated by reference to exhibitExhibit 10.4 filed withto the Company’s Form 8-K filed on June 24, 2010 (File No. 000-25426). |
| (16) | Incorporated by reference to exhibitExhibit 10.5 filed withto the Company’s Form 8-K filed on June 24, 2010 (File No. 000-25426). |
| (17) | Incorporated by reference to exhibitExhibit 10.1 filed withto the Company’s Form 8-K filed on April 25, 2014.2014 (File No. 000-25426). |
| (18) | Incorporated by reference to exhibit 10.16 filed with the Company’s Form 10-K for the fiscal year ended December 31, 2014. |
(19) | Incorporated by referenceExhibit B to exhibit 10.1 filed with the Company’s Form 8-K filed on May 13, 2013. |
(20) | Incorporated by reference to exhibit B of the Company’s Proxy Statement filed on April 1, 2015.2015 (File No. 000-25426). |
(21)(19) | Incorporated by reference to exhibitExhibit 10.18 filed withto the Company’s Form 10-Q filed on July 31, 2015.2015 (File No. 000-25426). |
(22)(20) | Incorporated by reference to exhibitExhibit 10.19 filed withto the Company’s Form 10-Q filed on July 31, 2015.2015 (File No. 000-25426). |
(23)(21) | Incorporated by reference to exhibitExhibit 10.20 filed withto the Company’s Form 10-Q filed on July 31, 2015.2015 (File No. 000-25426). |
(24)(22) | Incorporated by reference to exhibitExhibit 10.21 filed withto the Company’s Form 10-Q filed on July 31, 2015. |
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(25) | Incorporated by reference to exhibitExhibit 10.22 filed withto the Company’s Form 10-Q filed on July 31, 2015.2015 (File No. 000-25426). |
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(26)(24) | Incorporated by reference to exhibitExhibit 10.1 filed withto the Company’s Form 8-K filed on December 16, 2016.2016 (File No. 000-25426). |
(27)(25) | Incorporated by reference to exhibit C ofExhibit 10.1 to the Company’s Proxy StatementCompany's Form 8-K filed on April 1, 2015.January 28, 2019 (File No. 000-25426). |
(28)(26) | Incorporated by reference to exhibitExhibit 10.32 to the Company's Form 10-Q filed on May 1, 2019 (File No. 000-25426). |
| (27) | Incorporated by reference to Exhibit A of the Company's Proxy Statement dated and filed on March 24, 2020 (File No. 000-25426). |
| (28) | Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on May 7, 2020 (File No. 000-25426). |
| (29) | Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed on May 7, 2020 (File No. 000-25426). |
| (30) | Incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed on May 7, 2020 (File No. 000-25426). |
| (31) | Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on August 4, 2020 (File No. 000-25426). |
| (32) | Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on August 4, 2020 (File No. 000-25426). |
| (33) | Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on August 4, 2020 (File No. 000-25426). |
| (34) | Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on November 1,2021 (File No. 000-25426). |
| (35) | Incorporated by reference to Exhibit 10.1 filed withto the Company’s Form 8-K filed on October 30, 2015.June 23, 2021 (File No. 000-25426). |
(29)(36) | Incorporated by reference to exhibit 10.25Exhibit 10.2 to the Company’s Form 8-K filed withon June 23, 2021 (File No. 000-25426). |
| (37) | Incorporated by reference to Exhibit 10.33 to the Company’s Form 10-K filed on February 20, 2020 (File No. 000-25426). |
| (38) | Incorporated by reference to Exhibit 10.36 to the Company’s Form 10-K filed on February 23, 2021 (File No. 000-25426). |
| (39) | Incorporated by reference to Exhibit 10.37 to the Company’s Form 10-K filed on February 23, 2021 (File No. 000-25426). |
| (40) | Incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K filed on February 23, 2021 (File No. 000-25426). |
| (41) | Incorporated by reference to Exhibit 10.26 to the Company’s Form 10-Q filed on May 2, 2016.2016 (File No. 000-25426). |
(30)(42) | Incorporated by reference to exhibit 10.26 filed withExhibit 10.1 to the Company’s Form 10-Q filed on May 2, 2016.November 1, 2021 (File No. 000-25426). |
(31)* | Incorporated by reference to exhibit 10.27 filed with the Company’s Form 10-Q filed on October 31, 2016. |
(32) | Incorporated by reference to exhibit 10.29 filed with the Company’s Form 10-Q filed on May 1, 2017. |
* | Management Contract or Compensatory Plan or Arrangement |
| † | Confidential treatment has been granted forCertain confidential portions of this exhibit. These portionsexhibit have been omitted and submitted separately with the Securities and Exchange Commission.pursuant to Item 601(b) of Regulation S-K |
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | | | | | | |
| | Registrant |
| | NATIONAL INSTRUMENTS CORPORATION |
February 22, 20182022 | BY: | /s/ Alex M. DavernEric Starkloff |
| | Alex M. DavernEric Starkloff |
| | President and Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander M. DavernEric Starkloff and Karen Rapp, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10‑K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Capacity in Which Signed | | Date |
| | | | |
| /s/ Eric Starkloff | | Director and Chief Executive Officer and President
(Principal Executive Officer) | | February 22, 2022 |
| Eric Starkloff | | | | |
| | | | |
| /s/ Karen Rapp | | Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) | | February 22, 2022 |
| Karen Rapp | | | | |
| | | | |
| /s/ Michael McGrath | | Chair of the Board | | February 22, 2022 |
| Michael McGrath | | | | |
| | | | |
| /s/ Jim Cashman III | | Director | | February 22, 2022 |
| Jim Cashman III | | | | |
| | | | |
| /s/ Alex Davern | | Director | | February 22, 2022 |
| Alex Davern | | | | |
| | | | |
| /s/ Gayla Delly | | Director | | February 22, 2022 |
| Gayla Delly | | | | |
| | | | |
Signature | | Capacity in Which Signed | | Date |
| | | | |
/s/ Alex M. Davern | | Director, President and Chief Executive Officer
(Principal Executive Officer)
| | February 22, 2018 |
Alex M. Davern | | | | |
| | | | |
/s/ Karen Rapp | | Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
| | February 22, 2018 |
Karen Rapp | | | | |
| | | | |
/s/ John C. Roiko | | Vice President and Chief Accounting Officer
(Principal Accounting Officer)
| | February 22, 2018 |
John C. Roiko | | | | |
| | | | |
/s/ James J. Truchard | | Chairman of the Board | | February 22, 2018 |
Dr. James J. Truchard | | | | |
| | | | |
/s/ Gerhard P. Fettweis | | Director | | February 22, 20182022 |
Dr. Gerhard P. Fettweis | | | | |
| | | | |
/s/ John M. BerraLiam Griffin | | Director | | February 22, 20182022 |
John M. BerraLiam Griffin | | | | |
| | | | |
/s/ Jeffrey L. Kodosky | | Director | | February 22, 2018 |
Jeffrey L. Kodosky | | | | |
| | | | |
/s/ Duy-Loan T. Le | | Director | | February 22, 20182022 |
Duy-Loan T. Le | | | | |
| | | | |
/s/ Michael E. McGrath | | Director | | February 22, 2018 |
Michael E. McGrath | | | | |
| | | | |
/s/ Charles J. Roesslein | | Director | | February 22, 2018 |
Charles J. Roesslein | | | | |
NATIONAL INSTRUMENTS CORPORATION
INDEX TO FINANCIAL STATEMENTS
|
| | | | | | | |
| Page No. |
| Financial Statements: | |
| |
| |
| |
| |
| |
| |
| |
| |
All schedules are omitted because the required information is already included in our notes to our consolidated financial statements or because they are not applicable.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of National Instruments Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of National Instruments Corporation (the Company) as of December 31, 20172021 and 2016,2020, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2017,2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 20172021 and 2016,2020, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 20182022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| | | | | | | | |
| | Valuation of Acquired Intangible Assets |
| Description of the Matter | | As described in Note 18 to the consolidated financial statements, the Company completed its acquisition of N H Research, LLC (“NHR”) during 2021 for total consideration of $206 million. This transaction is being accounted for as a business combination using the acquisition method of accounting.
Auditing the accounting for the acquisition was complex due to the significant estimation uncertainty in determining the fair values of the acquired intangible assets, including customer relationships of $54.4 million and existing product configurations of $28.3 million. The customer relationships were valued using the multi-period excess earnings method of the income approach, and the existing product configurations were valued using the avoided costs / lost profits method. The significant assumptions used to estimate the value of acquired customer relationships were anticipated revenue growth rates and expected attrition. The significant assumption used to estimate the value of existing product configurations was the anticipated lost profits for the period of time that would be necessary to develop the portfolio of products. These assumptions are forward looking and could be affected by future economic and market conditions. |
| | | | | | | | |
| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for the acquisition. This included testing controls over the estimation process supporting the recognition and measurement of the fair value of the identified intangible assets, including the review of the valuation models and significant assumptions used in the valuation models.
To test the estimated fair value of the intangible assets, our audit procedures included, among others, evaluating the Company's valuation methodology and testing the significant assumptions used in the models, including the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. To test the significant assumptions, we compared them to current industry, market and economic trends, and to historical results of the acquired business. We involved our valuation specialists to assist in evaluating the methodology used by the Company and significant assumptions included in the fair value estimates. |
| | Determining the Adjustment for Excess and Obsolete Inventories |
| Description of the Matter | | As described in Note 1 to the financial statements, inventory is presented net of the adjustment for excess and obsolete inventories which is the difference between the cost of inventory and estimated net realizable value based on assumptions of future demand and market conditions. As of December 31, 2021, the Company’s net inventory balance was $289.2 million, net of the adjustment for excess and obsolete inventories of $18.9 million.
Auditing management’s estimate of the adjustment for excess and obsolete inventories was complex and judgmental due to the high degree of subjectivity of certain assumptions and inputs. In particular, the estimate of the adjustment for excess and obsolete inventories was sensitive to significant assumptions such as the customer forecasted demand of each inventory part and the adjustment percentage for those parts. The adjustment percentage by part is estimated through historical and forecasted usage and scrap rates. These assumptions, among other observable inputs, are utilized to calculate the estimate of the adjustment for excess and obsolete inventories. |
| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process used in determining the adjustment for excess and obsolete inventories. This included controls over the Company’s calculation and review of the significant assumptions underlying the estimate of the adjustment for excess and obsolete inventories including the customer forecasted demand and the adjustment percentage.
To test the estimate of the adjustment for excess and obsolete inventories, we performed audit procedures that included, among others, evaluating the methodology utilized to calculate the adjustment, evaluating the significant assumptions stated above and testing the accuracy and completeness of the underlying data used in management’s calculation of the estimate. We tested management’s assumptions relating to forecasted product demand, which included inspecting a one-year look-back analysis on forecasted demand compared to actual usage as well as conducting inquiries with, and obtaining forecast support from, individuals outside of the accounting department who are involved in manufacturing and part-level planning. |
| | | | | | | | |
| | Determining Reserve for Uncertain Tax Positions |
| Description of the Matter | | As described in Note 10 to the financial statements, the Company operates in a complex multinational tax environment and is subject to international tax law and transfer pricing guidelines for intercompany transactions. Uncertainty in a tax position may arise as tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more-likely-than-not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. As of December 31, 2021, the Company accrued liabilities of $9.4 million with respect to uncertain tax positions including transfer pricing.
Auditing the recognition and measurement of tax positions related to transfer pricing was especially challenging due to first establishing the technical merits of the income tax position for purposes of recognition and second due to the measurement of the tax position. The key assumptions used in determining the reserve for the uncertain tax positions related to transfer pricing are how the taxing authority would classify the relevant related parties and the royalty rates and operating margins by jurisdiction that are utilized in transfer pricing as well as the probabilities applied to the scenarios utilized to calculate the amount of benefit to recognize |
| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting process to assess the technical merits of tax positions related to transfer pricing including evaluating certain intercompany transactions and to measure the potential exposure to reserve for those tax positions. This included controls over the completeness of the tax positions evaluated for recognition and measurement and the probabilities applied to each scenario.
To test the reserve for uncertain tax positions related to transfer pricing, our audit procedures included, among others, involving our tax and transfer price professionals to assist us in assessing the technical merits and measurement of certain of the Company’s tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions and other third-party advice obtained by the Company. To support our evaluation, we used our knowledge of and experience with the application of international, transfer pricing and local income tax laws by the relevant income tax authorities to evaluate the Company’s accounting for those uncertain tax positions. We analyzed the Company’s assumptions and data used to determine the amount of tax position to recognize and tested the accuracy of the calculations. We have also evaluated the Company’s income tax disclosures included in Note 10 of the financial statements in relation to these matters. |
/s/ Ernst & Young LLP
We have served as the Company’sCompany's auditor since 2005.
Austin, Texas
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of National Instruments Corporation
Opinion on Internal Control over Financial Reporting
We have audited National Instruments Corporation’s internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (the COSO criteria). In our opinion, National Instruments Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20172021 and 2016,2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017,2021, and the related notes and our report dated February 22, 20182022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on the Effectiveness of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statementsstatements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Austin, Texas
February 22, 20182022
NATIONAL INSTRUMENTS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 |
| Assets | | | | |
| | | | |
| Cash and cash equivalents | | $ | 211,106 | | | $ | 260,232 | |
| Short-term investments | | — | | | 59,923 | |
| Accounts receivable, net | | 341,275 | | | 266,869 | |
| Inventories, net | | 289,243 | | | 194,012 | |
| Prepaid expenses and other current assets | | 89,925 | | | 68,470 | |
| Total current assets | | 931,549 | | | 849,506 | |
| Property and equipment, net | | 253,668 | | | 254,399 | |
| Goodwill | | 575,992 | | | 467,547 | |
| Intangible assets, net | | 220,418 | | | 172,719 | |
| Operating lease right-of-use assets | | 58,641 | | | 67,674 | |
| Other long-term assets | | 74,717 | | | 72,643 | |
| Total assets | | $ | 2,114,985 | | | $ | 1,884,488 | |
| Liabilities and stockholders' equity | | | | |
| | | | |
| Accounts payable and accrued expenses | | $ | 83,218 | | | $ | 51,124 | |
| Accrued compensation | | 111,261 | | | 87,068 | |
| Deferred revenue | | 137,818 | | | 132,151 | |
| Other lease liabilities | | 13,137 | | | 15,801 | |
| Other taxes payable | | 59,109 | | | 48,129 | |
| Debt, current | | — | | | 5,000 | |
| Other current liabilities | | 40,671 | | | 42,578 | |
| Total current liabilities | | 445,214 | | | 381,851 | |
| Debt, non-current | | 300,000 | | | 92,036 | |
| Deferred income taxes | | 14,249 | | | 25,288 | |
| Income tax payable - non-current | | 54,195 | | | 61,623 | |
| | | | |
| Deferred revenue - non-current | | 32,822 | | | 36,335 | |
| Operating lease liabilities - non-current | | 30,468 | | | 35,854 | |
| Other long-term liabilities | | 14,340 | | | 26,630 | |
| Total liabilities | | 891,288 | | | 659,617 | |
| Commitments and contingencies | | 0 | | 0 |
| Stockholders' equity: | | | | |
| Preferred stock: par value $0.01; 5,000,000 shares authorized; none issued and outstanding | | — | | | — | |
| Common stock: par value $0.01; 360,000,000 shares authorized; 132,293,898 and 131,246,615 shares issued and outstanding, respectively | | 1,323 | | | 1,312 | |
| Additional paid-in capital | | 1,129,647 | | | 1,033,284 | |
| Retained earnings | | 112,858 | | | 211,101 | |
| Accumulated other comprehensive loss | | (20,131) | | | (20,826) | |
| Total stockholders’ equity | | 1,223,697 | | | 1,224,871 | |
| Total liabilities and stockholders’ equity | | $ | 2,114,985 | | | $ | 1,884,488 | |
| | | | |
|
| | | | | | | | |
| | | December 31, 2017 | | December 31, 2016 |
| Assets | | | | |
|
| Current assets: | | |
| | |
|
| Cash and cash equivalents | | $ | 290,164 |
| | $ | 285,283 |
|
| Short-term investments | | 121,888 |
| | 73,117 |
|
| Accounts receivable, net | | 248,825 |
| | 228,686 |
|
| Inventories, net | | 184,592 |
| | 193,608 |
|
| Prepaid expenses and other current assets | | 48,621 |
| | 53,953 |
|
| Total current assets | | 894,090 |
| | 834,647 |
|
| Property and equipment, net | | 249,715 |
| | 260,456 |
|
| Goodwill | | 266,783 |
| | 253,197 |
|
| Intangible assets, net | | 123,293 |
| | 108,663 |
|
| Other long-term assets | | 32,553 |
| | 39,601 |
|
| Total assets | | $ | 1,566,434 |
| | $ | 1,496,564 |
|
| Liabilities and stockholders' equity | | |
| | |
|
| Current liabilities: | | |
| | |
|
| Accounts payable and accrued expenses | | $ | 49,733 |
| | $ | 48,800 |
|
| Accrued compensation | | 43,309 |
| | 27,743 |
|
| Deferred revenue - current | | 120,638 |
| | 115,577 |
|
| Other current liabilities | | 23,782 |
| | 32,997 |
|
| Other taxes payable | | 31,793 |
| | 34,958 |
|
| Total current liabilities | | 269,255 |
| | 260,075 |
|
| Long-term debt | | — |
| | 25,000 |
|
| Deferred income taxes | | 33,609 |
| | 45,386 |
|
| Income tax payable - long-term | | 81,515 |
| | — |
|
| Liability for uncertain tax positions | | 10,158 |
| | 11,719 |
|
| Deferred revenue - long-term | | 33,742 |
| | 29,752 |
|
| Other long-term liabilities | | 10,134 |
| | 10,413 |
|
| Total liabilities | | 438,413 |
| | 382,345 |
|
| Commitments and contingencies | |
|
| |
|
|
| Stockholders' equity: | | |
| | |
|
| Preferred stock: par value $0.01; 5,000,000 shares authorized; none issued and outstanding | | — |
| | — |
|
| Common stock: par value $0.01; 360,000,000 shares authorized; 130,978,947 and 129,202,979 shares issued and outstanding, respectively | | 1,310 |
| | 1,292 |
|
| Additional paid-in capital | | 829,979 |
| | 771,346 |
|
| Retained earnings | | 313,241 |
| | 376,202 |
|
| Accumulated other comprehensive loss | | (16,509 | ) | | (34,621 | ) |
| Total stockholders’ equity | | 1,128,021 |
| �� | 1,114,219 |
|
| Total liabilities and stockholders’ equity | | $ | 1,566,434 |
| | $ | 1,496,564 |
|
The accompanying notes are an integral part of the financial statements.
NATIONAL INSTRUMENTS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
| | | | | For the years ended December 31, | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 | | For the years ended December 31, |
| | | |
| | |
| | |
| | 2021 | | 2020 | | 2019 |
| Net sales: | | |
| | |
| | |
| Net sales: | | | | | | |
| Product | | $ | 1,173,476 |
| | $ | 1,116,703 |
| | $ | 1,113,590 |
| Product | | $ | 1,304,609 | | | $ | 1,137,603 | | | $ | 1,215,014 | |
| Software maintenance | | 115,910 |
| | 111,476 |
| | 111,866 |
| Software maintenance | | 165,072 | | | 149,068 | | | 138,201 | |
| Total net sales | | 1,289,386 |
| | 1,228,179 |
| | 1,225,456 |
| Total net sales | | 1,469,681 | | | 1,286,671 | | | 1,353,215 | |
| | | |
| | |
| | |
| | | | | | | |
| Cost of sales: | | |
| | |
| | |
| Cost of sales: | | | | | | |
| Product | | 318,863 |
| | 306,730 |
| | 311,226 |
| Product | | 406,342 | | | 359,861 | | | 329,364 | |
| Software maintenance | | 9,461 |
| | 6,391 |
| | 5,730 |
| Software maintenance | | 14,621 | | | 11,260 | | | 7,527 | |
| Total cost of sales | | 328,324 |
| | 313,121 |
| | 316,956 |
| Total cost of sales | | 420,963 | | | 371,121 | | | 336,891 | |
| | | | | | | |
| |
| Gross profit | | 961,062 |
| | 915,058 |
| | 908,500 |
| Gross profit | | 1,048,718 | | | 915,550 | | | 1,016,324 | |
| | | |
| | |
| | |
| | | | | | | |
| Operating expenses: | | |
| | |
| | |
| Operating expenses: | | | | | | |
| Sales and marketing | | 477,921 |
| | 461,236 |
| | 452,262 |
| Sales and marketing | | 467,352 | | | 465,509 | | | 473,392 | |
| Research and development | | 231,761 |
| | 235,706 |
| | 225,131 |
| Research and development | | 335,986 | | | 280,381 | | | 272,452 | |
| General and administrative | | 105,602 |
| | 98,390 |
| | 93,935 |
| General and administrative | | 127,215 | | | 129,863 | | | 122,768 | |
| Total operating expenses | | 815,284 |
| | 795,332 |
| | 771,328 |
| Total operating expenses | | 930,553 | | | 875,753 | | | 868,612 | |
| | | |
| | |
| | |
| |
| Gain on sale of business/asset | | Gain on sale of business/asset | | — | | | 159,753 | | | 26,842 | |
| Operating income | | 145,778 |
| | 119,726 |
| | 137,172 |
| Operating income | | 118,165 | | | 199,550 | | | 174,554 | |
| | | |
| | |
| | |
| |
| Other income (expense): | | |
| | |
| | |
| |
| Interest income | | 2,276 |
| | 1,122 |
| | 1,403 |
| |
| Net foreign exchange gain (loss) | | 892 |
| | (4,632 | ) | | (7,075 | ) | |
| Other expense, net | | (1,566 | ) | | (1,581 | ) | | (221 | ) | |
| Other (expense) income | | Other (expense) income | | (14,590) | | | (788) | | | 5,990 | |
| Income before income taxes | | 147,380 |
| | 114,635 |
| | 131,279 |
| Income before income taxes | | 103,575 | | | 198,762 | | | 180,544 | |
| Provision for income taxes | | 94,969 |
| | 31,901 |
| | 36,017 |
| Provision for income taxes | | 14,260 | | | 55,103 | | | 18,393 | |
| | | |
| | |
| | |
| |
| Net income | | $ | 52,411 |
| | $ | 82,734 |
| | $ | 95,262 |
| Net income | | $ | 89,315 | | | $ | 143,659 | | | $ | 162,151 | |
| | | |
| | |
| | |
| | | | | | | |
| Basic earnings per share | | $ | 0.40 |
| | $ | 0.64 |
| | $ | 0.74 |
| Basic earnings per share | | $ | 0.68 | | | $ | 1.10 | | | $ | 1.23 | |
| | | |
| | |
| | |
| | | | | | | |
| Weighted average shares outstanding - basic | | 130,300 |
| | 128,453 |
| | 127,997 |
| Weighted average shares outstanding - basic | | 132,311 | | | 131,082 | | | 131,722 | |
| | | |
| | |
| | |
| | | | | | | |
| Diluted earnings per share | | $ | 0.40 |
| | $ | 0.64 |
| | $ | 0.74 |
| Diluted earnings per share | | $ | 0.67 | | | $ | 1.09 | | | $ | 1.22 | |
| | | |
| | |
| | |
| | | | | | | |
| Weighted average shares outstanding - diluted | | 131,387 |
| | 129,008 |
| | 128,668 |
| Weighted average shares outstanding - diluted | | 133,562 | | | 131,799 | | | 132,734 | |
| | | |
| | |
| | |
| | | | | | | |
| Dividends declared per share | | $ | 0.84 |
| | $ | 0.80 |
| | $ | 0.76 |
| Dividends declared per share | | $ | 1.08 | | | $ | 1.04 | | | $ | 1.00 | |
The accompanying notes are an integral part of these financial statements.
NATIONAL INSTRUMENTS CORPORATION
CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| | | | | For the years ended December 31, | | For the years ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2021 | | 2020 | | 2019 |
| | | |
| | |
| | |
| | | | | | |
| Net income | | $ | 52,411 |
| | $ | 82,734 |
| | $ | 95,262 |
| Net income | | $ | 89,315 | | | $ | 143,659 | | | $ | 162,151 | |
| Other comprehensive income, before tax and net of reclassification adjustments: | | |
| | |
| | |
| |
| Other comprehensive income (loss), before tax and net of reclassification adjustments: | | Other comprehensive income (loss), before tax and net of reclassification adjustments: | | | | | | |
| Foreign currency translation adjustment | | 24,470 |
| | (5,697 | ) | | (19,240 | ) | Foreign currency translation adjustment | | (13,113) | | | 15,765 | | | (3,346) | |
| Unrealized (loss) gain on securities available-for-sale | | (120 | ) | | 210 |
| | 701 |
| |
| Unrealized (loss) gain on derivative instruments | | (9,488 | ) | | 13,166 |
| | (19,012 | ) | |
| Unrealized gain (loss) on securities available-for-sale | | Unrealized gain (loss) on securities available-for-sale | | 420 | | | (398) | | | 1,141 | |
| Unrealized gain (loss) on derivative instruments | | Unrealized gain (loss) on derivative instruments | | 17,270 | | | (19,694) | | | (2,629) | |
| Other comprehensive income (loss), before tax | | 14,862 |
| | 7,679 |
| | (37,551 | ) | Other comprehensive income (loss), before tax | | 4,577 | | | (4,327) | | | (4,834) | |
| Tax (benefit) provision related to items of other comprehensive income | | (3,250 | ) | | 4,210 |
| | (11,125 | ) | |
| Tax provision (benefit) related to items of other comprehensive income | | Tax provision (benefit) related to items of other comprehensive income | | 3,882 | | | (4,571) | | | (695) | |
| Other comprehensive income (loss), net of tax | | 18,112 |
| | 3,469 |
| | (26,426 | ) | Other comprehensive income (loss), net of tax | | 695 | | | 244 | | | (4,139) | |
| Comprehensive income | | $ | 70,523 |
| | $ | 86,203 |
| | $ | 68,836 |
| Comprehensive income | | $ | 90,010 | | | $ | 143,903 | | | $ | 158,012 | |
The accompanying notes are an integral part of these financial statements.
NATIONAL INSTRUMENTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | | | | For the years ended December 31, | | For the years ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2021 | | 2020 | | 2019 |
| Cash flow from operating activities: | | |
| | |
| | |
| Cash flow from operating activities: | | | | | | |
| Net income | | $ | 52,411 |
| | $ | 82,734 |
| | $ | 95,262 |
| Net income | | $ | 89,315 | | | $ | 143,659 | | | $ | 162,151 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | 72,695 |
| | 73,390 |
| | 73,329 |
| Depreciation and amortization | | 99,402 | | | 87,064 | | | 73,541 | |
| Stock-based compensation | | 29,145 |
| | 25,832 |
| | 25,489 |
| Stock-based compensation | | 74,583 | | | 58,376 | | | 51,438 | |
| Tax (benefit) expense from deferred income taxes | | (5,774 | ) | | (5,430 | ) | | 11,019 |
| |
| Purchase price adjustment | | — |
| | 1,585 |
| | — |
| |
| Changes in operating assets and liabilities (net of effects of acquisitions): | | | | | | | |
| Disposal gain on sale of business/assets | | Disposal gain on sale of business/assets | | — | | | (159,753) | | | (26,842) | |
| Loss from equity-method investees | | Loss from equity-method investees | | 5,719 | | | 2,942 | | | 1,060 | |
| Deferred income taxes | | Deferred income taxes | | (15,796) | | | 7,771 | | | (12,680) | |
| | Changes in operating assets/ liabilities (net of effects of acquisitions and divestitures): | | Changes in operating assets/ liabilities (net of effects of acquisitions and divestitures): | | | | | | |
| Accounts receivable | | (15,269 | ) | | (14,131 | ) | | (10,709 | ) | Accounts receivable | | (75,492) | | | (17,260) | | | (7,193) | |
| Inventories | | 10,154 |
| | (9,205 | ) | | (9,342 | ) | Inventories | | (90,480) | | | 7,617 | | | (6,773) | |
| Prepaid expenses and other assets | | 1,971 |
| | 17,421 |
| | (11,111 | ) | Prepaid expenses and other assets | | (5,274) | | | (5,427) | | | (8,986) | |
| Accounts payable and accrued expenses | | 1,584 |
| | (2,506 | ) | | (9,828 | ) | Accounts payable and accrued expenses | | 31,303 | | | (10) | | | 4,034 | |
| Deferred revenue | | 1,791 |
| | 8,864 |
| | 6,493 |
| Deferred revenue | | 6,096 | | | 6,417 | | | 5,579 | |
| Taxes, accrued compensation, and other current liabilities | | 75,734 |
| | 21,645 |
| | (1,537 | ) | Taxes, accrued compensation, and other current liabilities | | 24,123 | | | 49,371 | | | (10,924) | |
| Net cash provided by operating activities | | 224,442 |
| | 200,199 |
| | 169,065 |
| Net cash provided by operating activities | | 143,499 | | | 180,767 | | | 224,405 | |
| | | | | | | | | | | | | |
| Cash flow from investing activities: | | | | | | | Cash flow from investing activities: | | | | | | |
| Capital expenditures | | (30,256 | ) | | (44,425 | ) | | (33,987 | ) | Capital expenditures | | (40,975) | | | (49,652) | | | (60,857) | |
| Proceeds from sale of assets/business, net of cash divested | | Proceeds from sale of assets/business, net of cash divested | | — | | | 160,266 | | | 32,492 | |
| Capitalization of internally developed software | | (41,662 | ) | | (31,859 | ) | | (31,356 | ) | Capitalization of internally developed software | | (1,463) | | | (4,054) | | | (9,065) | |
| Additions to other intangibles | | (2,384 | ) | | (2,342 | ) | | (2,811 | ) | Additions to other intangibles | | (2,751) | | | (1,441) | | | (1,209) | |
| Acquisitions of equity-method investments | | Acquisitions of equity-method investments | | (15,753) | | | (9,761) | | | (13,670) | |
| Acquisitions, net of cash received | | — |
| | (549 | ) | | (125,612 | ) | Acquisitions, net of cash received | | (223,080) | | | (334,981) | | | — | |
| Purchases of short-term investments | | (87,735 | ) | | (39,097 | ) | | (36,063 | ) | Purchases of short-term investments | | — | | | (206,330) | | | (185,267) | |
| Sales and maturities of short-term investments | | 39,627 |
| | 47,769 |
| | 151,437 |
| Sales and maturities of short-term investments | | 60,297 | | | 384,652 | | | 219,628 | |
| Net cash used in investing activities | | (122,410 | ) | | (70,503 | ) | | (78,392 | ) | Net cash used in investing activities | | (223,725) | | | (61,301) | | | (17,948) | |
| | | | | | | | | | | | | |
| Cash flow from financing activities: | | | | | | | Cash flow from financing activities: | | | | | | |
| | Proceeds from term loan | | Proceeds from term loan | | — | | | 170,000 | | | — | |
| Payments on term loan | | Payments on term loan | | (98,750) | | | (71,250) | | | — | |
| Proceeds from revolving line of credit | | — |
| | 15,000 |
| | 54,000 |
| Proceeds from revolving line of credit | | 300,000 | | | 20,000 | | | — | |
| Principal payments on revolving line of credit | | (25,000 | ) | | (27,000 | ) | | (17,000 | ) | |
| Payments of revolving line of credit | | Payments of revolving line of credit | | — | | | (20,000) | | | — | |
| Debt issuance costs | | Debt issuance costs | | (1,993) | | | (1,893) | | | — | |
| | Proceeds from issuance of common stock | | 29,094 |
| | 28,907 |
| | 27,785 |
| Proceeds from issuance of common stock | | 32,518 | | | 31,947 | | | 33,191 | |
| Repurchase of common stock | | — |
| | (5,635 | ) | | (75,255 | ) | Repurchase of common stock | | (55,000) | | | (48,713) | | | (171,316) | |
| Dividends paid | | (109,551 | ) | | (102,897 | ) | | (97,643 | ) | Dividends paid | | (143,113) | | | (136,545) | | | (131,855) | |
| Other | | (842 | ) | | — |
| | — |
| Other | | — | | | — | | | (837) | |
| Net cash used in financing activities | | (106,299 | ) | | (91,625 | ) | | (108,113 | ) | |
| Net cash provided by (used in) financing activities | | Net cash provided by (used in) financing activities | | 33,662 | | | (56,454) | | | (270,817) | |
| | | |
| | |
| | |
| | | | | | | |
| Effect of exchange rate changes on cash | | 9,148 |
| | (3,917 | ) | | (5,461 | ) | Effect of exchange rate changes on cash | | (2,562) | | | 2,604 | | | (410) | |
| | | | | | | | |
| Net change in cash and cash equivalents | | 4,881 |
| | 34,154 |
| | (22,901 | ) | Net change in cash and cash equivalents | | (49,126) | | | 65,616 | | | (64,770) | |
| Cash and cash equivalents at beginning of period | | 285,283 |
| | 251,129 |
| | 274,030 |
| Cash and cash equivalents at beginning of period | | 260,232 | | | 194,616 | | | 259,386 | |
| Cash and cash equivalents at end of period | | $ | 290,164 |
| | $ | 285,283 |
| | $ | 251,129 |
| Cash and cash equivalents at end of period | | $ | 211,106 | | | $ | 260,232 | | | $ | 194,616 | |
| Supplemental disclosures: | | | | | | | Supplemental disclosures: | | | | | | |
| Equity consideration issued in business combinations | | $ | — |
| | — |
| | 13,778 |
| |
| Interest | | $ | 478 |
| | $ | 520 |
| | $ | 287 |
| |
| | Interest paid | | Interest paid | | $ | 2,619 | | | $ | 1,131 | | | $ | — | |
| Income taxes paid | | $ | 38,033 |
| | $ | 2,902 |
| | $ | 29,038 |
| Income taxes paid | | $ | 40,520 | | | $ | 45,182 | | | $ | 46,096 | |
|
The accompanying notes are an integral part of these financial statements.
NATIONAL INSTRUMENTS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Common Stock Shares | | Common Stock Amount | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income/(Loss) | | Total Stockholders' Equity |
| | | Common Stock Shares | | Common Stock Amount | | Additional-Paid in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income/(Loss) | | Total Stockholders' Equity | |
| Balance at December 31, 2014 | | 127,849,271 |
| | 1,278 |
| | 662,889 |
| | 464,993 |
| | (11,664 | ) | | 1,117,496 |
| |
| Balance at December 31, 2018 | | Balance at December 31, 2018 | | 132,655,941 | | | 1,327 | | | 897,544 | | | 356,418 | | | (16,931) | | | 1,238,358 | |
| Net income | | — |
| | — |
| | — |
| | 95,262 |
| | — |
| | 95,262 |
| Net income | | — | | | — | | | — | | | 162,151 | | | — | | | 162,151 | |
| Other comprehensive loss, net of tax | | — |
| | |
| | — |
| | — |
| | (26,426 | ) | | (26,426 | ) | Other comprehensive loss, net of tax | | — | | | | | — | | | — | | | (4,139) | | | (4,139) | |
| Issuance of common stock under employee plans, including tax benefits | | 1,846,070 |
| | 18 |
| | 27,767 |
| | — |
| | — |
| | 27,785 |
| |
| Issuance of common stock under employee plans | | Issuance of common stock under employee plans | | 1,848,594 | | | 18 | | | 32,336 | | | — | | | — | | | 32,354 | |
| Stock-based compensation | | — |
| | — |
| | 25,891 |
| | — |
| | — |
| | 25,891 |
| Stock-based compensation | | — | | | — | | | 50,797 | | | — | | | — | | | 50,797 | |
| Business acquisition | | 367,481 |
| | 4 |
| | 13,774 |
| | |
| | |
| | 13,778 |
| |
| | Repurchase of common stock | | Repurchase of common stock | | (4,000,000) | | | (40) | | | (27,099) | | | (144,177) | | | | | (171,316) | |
| | Dividends paid | | Dividends paid | | — | | | — | | | — | | | (131,855) | | | — | | | (131,855) | |
| | Balance at December 31, 2019 | | Balance at December 31, 2019 | | 130,504,535 | | | 1,305 | | | 953,578 | | | 242,537 | | | (21,070) | | | 1,176,350 | |
| Net income | | Net income | | — | | | — | | | — | | | 143,659 | | | — | | | 143,659 | |
| Other comprehensive income, net of tax | | Other comprehensive income, net of tax | | — | | | | | — | | | — | | | 244 | | | 244 | |
| Issuance of common stock under employee plans | | Issuance of common stock under employee plans | | 2,132,137 | | | 21 | | | 31,926 | | | — | | | — | | | 31,947 | |
| Stock-based compensation | | Stock-based compensation | | — | | | — | | | 57,929 | | | — | | | — | | | 57,929 | |
| | Repurchase of common stock | | Repurchase of common stock | | (1,390,057) | | | (14) | | | (10,149) | | | (38,550) | | | — | | | (48,713) | |
| | Dividends paid | | Dividends paid | | — | | | — | | | — | | | (136,545) | | | — | | | (136,545) | |
| | Balance at December 31, 2020 | | Balance at December 31, 2020 | | 131,246,615 | | | $ | 1,312 | | | $ | 1,033,284 | | | $ | 211,101 | | | $ | (20,826) | | | $ | 1,224,871 | |
| Net income | | Net income | | — | | | — | | | — | | | 89,315 | | | — | | | 89,315 | |
| Other comprehensive income, net of tax | | Other comprehensive income, net of tax | | — | | | | | — | | | — | | | 695 | | | 695 | |
| Issuance of common stock under employee plans | | Issuance of common stock under employee plans | | 2,386,781 | | | 24 | | | 32,494 | | | — | | | — | | | 32,518 | |
| Stock-based compensation | | Stock-based compensation | | — | | | — | | | 74,411 | | | — | | | — | | | 74,411 | |
| | Repurchase of common stock | | (2,591,218 | ) | | (25 | ) | | (13,449 | ) | | (61,781 | ) | | |
| | (75,255 | ) | Repurchase of common stock | | (1,339,498) | | | (13) | | | (10,542) | | | (44,445) | | | — | | | (55,000) | |
| Dividends paid | | — |
| | — |
| | — |
| | (97,643 | ) | | — |
| | (97,643 | ) | Dividends paid | | — | | | — | | | — | | | (143,113) | | | — | | | (143,113) | |
| Disqualified dispositions | | — |
| | — |
| | 833 |
| | — |
| | — |
| | 833 |
| |
| Balance at December 31, 2015 | | 127,471,604 |
| | 1,275 |
| | 717,705 |
| | 400,831 |
| | (38,090 | ) | | 1,081,721 |
| |
| Net income | | — |
| | — |
| | — |
| | 82,734 |
| | — |
| | 82,734 |
| |
| Other comprehensive income, net of tax | | — |
| | | | — |
| | — |
| | 3,469 |
| | 3,469 |
| |
| Issuance of common stock under employee plans, including tax benefits | | 1,894,151 |
| | 19 |
| | 28,888 |
| | — |
| | — |
| | 28,907 |
| |
| Stock-based compensation | | — |
| | — |
| | 25,920 |
| | — |
| | — |
| | 25,920 |
| |
| Business acquisition | | 44,004 |
| | — |
| | — |
| | | | | | — |
| |
| Repurchase of common stock | | (206,780 | ) | | (2 | ) | | (1,167 | ) | | (4,466 | ) | | | | (5,635 | ) | |
| Dividends paid | | — |
| | — |
| | — |
| | (102,897 | ) | | — |
| | (102,897 | ) | |
| Balance at December 31, 2016 | | 129,202,979 |
| | $ | 1,292 |
| | $ | 771,346 |
| | $ | 376,202 |
| | $ | (34,621 | ) | | $ | 1,114,219 |
| |
| Net income | | — |
| | — |
| | — |
| | 52,411 |
| | — |
| | 52,411 |
| |
| Other comprehensive income, net of tax | | — |
| | |
| | — |
| | — |
| | 18,112 |
| | 18,112 |
| |
| Issuance of common stock under employee plans, including tax benefits | | 1,775,968 |
| | 18 |
| | 29,076 |
| | — |
| | — |
| | 29,094 |
| |
| Stock-based compensation | | — |
| | — |
| | 29,557 |
| | — |
| | — |
| | 29,557 |
| |
| Adoption of ASU 2016-16 | | | | — |
| | — |
| | (5,821 | ) | | | | (5,821 | ) | |
| Dividends paid | | — |
| | — |
| | — |
| | (109,551 | ) | | — |
| | (109,551 | ) | |
| Balance at December 31, 2017 | | 130,978,947 |
| | $ | 1,310 |
| | $ | 829,979 |
| | $ | 313,241 |
| | $ | (16,509 | ) | | $ | 1,128,021 |
| |
| Balance at December 31, 2021 | | Balance at December 31, 2021 | | 132,293,898 | | | $ | 1,323 | | | $ | 1,129,647 | | | $ | 112,858 | | | $ | (20,131) | | | $ | 1,223,697 | |
The accompanying notes are an integral part of these financial statements.
NATIONAL INSTRUMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Operations and summary of significant accounting policies
National Instruments Corporation (the "Company," "NI," "we," "us" or "our") is a Delaware corporation. We provide flexible application software and modular, multifunction hardware that users combine with industry-standard computers, networks and third partythird-party devices to create automated test and automated measurement automation and embedded systems, which we refer to as “virtual instruments.”systems. Our software-centric approach giveshelps our customers the ability to quickly and cost-effectively design, prototype and deploy unique custom-defined solutions for their design, control and test application needs. We offer hundreds of products used to create virtual instrumentation systems for general, commercial, industrial and scientific applications. Our products may be used in different environments, and consequently, specific application of our products is determined by the customer and generallyoften is not known to us. We approach all markets with essentially the same products, which are used in a variety of applications from research and development to production testing, monitoring and industrial control. The following industries and applications are served by us worldwide: advanced research, automated test equipment, automotive, commercial aerospace, computers and electronics, consumer electronics, continuous process manufacturing, education, government/defense, medical research/pharmaceutical, power/energy, semiconductors, telecommunications and others.
These financial statements have been prepared in accordance with U.S. generally accepted accounting principles.
Principles of consolidation
The Consolidated Financial Statements include the accounts of National Instruments Corporation and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Reclassifications
As of December 31, 2017, we revised the presentation of Note 2 - Short-term investments of Notes to Consolidated Financial Statements. Certain amounts appearing in the previous year’s disclosures of short-term investments have been reclassified to conform to the current year’s presentation.
Starting January 1, 2017, we began separately presenting the effect of exchange rate changes on cash and cash equivalents in our consolidated statements of cash flows due to growing operations in foreign currency environments. Amounts in the comparable prior periods have been reclassified to conform to the current period presentation. The reclassifications resulted in the disaggregation of the amount attributable to the “Effect of exchange rate changes on cash” of $(3.9) million and $(5.5) million, with a corresponding increase to “Net cash provided by operating activities”, for the twelve months ended December 31, 2016 and 2015, respectively. We believe the reclassification is immaterial to the consolidated financial statements.
Use of estimates
The preparation of our financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Although these estimates are based on management's best knowledge of current events and actions that may impact the company in the future, actual results may be materially different from the estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
Gain on Sale of Business/Assets
Sale of Office Building
During the year ended December 31, 2019, we recognized a gain of $26.8 million from the sale of our 136,000 square foot office building and property located at 6504 Bridgepoint Parkway, Austin, Texas. At the time of sale, we did not occupy the building and had been leasing the building to third parties for several years. The disposal gain is presented as "Gain on sale of business/asset" in the Consolidated Statements of Income, in accordance with ASC 360 - Property, Plant and Equipment.
Divestiture of AWR
On January 15, 2020, we completed the sale of our AWR Corporation subsidiary ("AWR") for approximately $161 million. We recognized a gain of approximately $160 million on the sale. The gain is included within "Gain on sale of business/asset" in the consolidated statements of income, which also included approximately $1 million of transaction costs.
The divestiture of AWR resulted in the derecognition of the following assets and liabilities (in thousands):
| | | | | | | | |
| | |
| | |
| Assets | | |
| Cash | | $ | 1,027 | |
| Accounts receivable, net | | 7,233 | |
| Prepaid and other current assets | | 283 | |
| Goodwill | | 7,221 | |
| Other non-current assets | | 556 | |
| Total Assets | | $ | 16,320 | |
| | |
| Liabilities | | |
| Deferred revenue | | 15,296 | |
| Other current liabilities | | 940 | |
| Cumulative translation adjustment | | (660) | |
| Total liabilities and stockholders' equity | | 15,576 | |
| | |
| Total assets divested, net (including cash) | | $ | 744 | |
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.
Nature of Goods and Services
We derive revenues from 2 primary sources: products and software maintenance.
Product revenues are primarily generated from the sale of off-the-shelf modular test and measurement hardware components and related drivers, and application software licenses. Sales of most hardware components may also include optional extended hardware warranties, which typically provide additional service-type coverage for three years from the purchase date. Our software licenses typically provide for a perpetual right to use our software. We also offer some term-based software licenses that expire, which are referred to as subscription arrangements. We do not customize software for customers and installation services are not required. The software is delivered before related services are provided and is functional without professional services, updates and technical support. We sell our customer support contracts as a percentage of net software purchases to which the support is related. Revenues from offerings related to our hardware and software products such as extended hardware warranties, training, consulting and installation services are not significant and are presented within product revenues, as further discussed below.
Software maintenance revenues consists of post-contract customer support that provides the customer with unspecified upgrades and technical support. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of software licenses are estimated based on our established pricing practices and maximize the use of observable inputs. Standalone selling prices of hardware products are typically estimated based on observable transactions when these services are sold on a standalone basis.
Our typical performance obligations include the following:
| | | | | | | | | | | |
| Performance Obligation | When performance obligation is typically satisfied | When payment is typically due | How standalone selling price is typically estimated |
| Product revenue |
| Modular hardware | When customer obtains control of the product (point-in-time) | Within 30-90 days of shipment | Observable in transactions without multiple performance obligations |
| Software licenses | When software media is delivered to customer or made available for download electronically, and the applicable license period has begun (point-in-time) | Within 30-90 days of the beginning of license period | Perpetual/Subscription licenses: Value relationships based on (i) the directly observable pricing of the license bundled with software maintenance and (ii) the directly observable pricing of software maintenance renewals, when they are sold on a standalone basis.
Enterprise-wide term licenses: Residual method |
| Extended hardware warranty | Ratably over the course of the support contract (over time) | Within 30-90 days of the beginning of the contract period | Observable in renewal transactions |
| Other related support offerings | As work is performed (over time) or course is delivered (point-in-time) | Within 30-90 days of delivery | Observable in transactions without multiple performance obligations |
| Software maintenance revenue |
| Software maintenance | Ratably over the course of the support contract (over time) | Within 30-90 days of the beginning of the contract period | Observable in renewal transactions |
Significant Judgments
Judgment is required to determine the standalone selling price ("SSP") for each distinct performance obligation. We use a single amount to estimate SSP for items that are not sold separately, including perpetual and term licenses sold with software maintenance. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount that needs to be allocated based on the relative SSP of the various products and services.
Due to the various benefits from and the nature of our enterprise agreement program, judgment is required to assess the pattern of delivery, including the utilization of certain benefits across our portfolio of customers. Additionally, whether a renewal option represents a distinct performance obligation could significantly impact the timing of revenue recognized.
Our products are generally sold with a right of return which is accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Changes to our estimated variable consideration were not material for the periods presented.
Contract Balances
Timing of revenue recognition may differ from the timing of payment from customers. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. 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.
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 efficient and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a maintenance service term with revenue recognized ratably over the contract period.
Accounts Receivable
Accounts receivable are recorded net of allowance for credit losses of $7.0 million and $6.5 million at December 31, 2021 and 2020, respectively. The allowance for credit losses reflects the best estimate of future losses over the contractual life of outstanding accounts receivable and is determined on the basis of historical bad debts, customer concentrations, customer creditworthiness and current economic trends.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | |
| Year | | Description | | Balance at Beginning of Period | | Provisions | | Write-Offs | | Balance at End of Period |
| 2019 | | Allowance for credit losses | | $ | 3,490 | | | $ | 396 | | | 343 | | | $ | 3,543 | |
| 2020 | | Allowance for credit losses | | $ | 3,543 | | | $ | 3,669 | | | 693 | | | $ | 6,519 | |
| 2021 | | Allowance for credit losses | | $ | 6,519 | | | $ | 672 | | | 179 | | | $ | 7,012 | |
Contract Liabilities
We recognize contract liabilities, presented in our Consolidated Balance Sheet as "Deferred revenue" when we have an obligation to transfer goods or services to a customer for which we have received consideration (or an amount of consideration is due) from the customer. Refer to Note 2 - Revenue of Notes to Consolidated Financial Statements for additional information, including changes in our contract liability during the years ended December 31, 2021 and December 31, 2020.
Refund Liability
A refund liability for estimated sales returns is made by reducing recorded revenue based on historical experience. We analyze historical returns, current economic trends and changes in customer demand of our products when evaluating the adequacy of our sales returns refund liability. Our sales return refund liability was $3.2 million and $2.6 million at each of December 31, 2021 and 2020 and is presented within "Other Current Liabilities" on our balance sheet.
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. The net effect of capitalization and amortization of these costs was not material to our results of operating during the periods presented.
Shipping and handling costs
Our shipping and handling costs charged to customers are included in net sales, and the associated expense is recorded in cost of sales.
Cash and cash equivalents
Cash and cash equivalents include cash and highly liquid investments with maturities of three months or less at the date of acquisition.
Short-Term Investments
We value our available-for-sale short-term investmentsdebt instruments based on pricing from third partythird-party pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. We classify all of our fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of our financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques. We believe all of these sources reflect the credit risk associated with each of our available-for-sale short-termdebt investments. Short-term investments available-for-sale consist of available-for-sale debt securities issued by states of the U.S. and political subdivisions of the U.S., corporate debt securities and debt securities issued by U.S. government organizations and agencies. All short-term investments available-for-sale have contractual maturities of less than 52 months.
Our investments in debt securities are classified as available-for-sale and accordingly are reported at fair value, with unrealized gains and losses reported as other comprehensive income, a component of stockholders’ equity. Unrealized losses are charged against income when a decline in fair value is determined to be other than temporary. Investments with maturities beyond one year are classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The fair value of
We periodically assess our short-term investments inavailable-for-sale debt securities at December 31, 2017for impairment and December 31, 2016 was $122 million and $73 million, respectively. The increase was due to the net purchase of $48 million of short-term investments. We had $5.0 million U.S. dollar equivalent of corporate bonds that were denominated in Euro at December 31, 2017.
We follow the guidance provided by FASB ASC 320 to assess whether our investments with unrealized loss positions are other than temporarily impaired. Realized gains andcredit losses and declines in value judged to be other than temporary are determined based on the specific identification methodmethod. We record an allowance for credit loss when a decline in fair value is due to credit-related factors. We consider various factors in determining whether an investment is impaired, including the severity of the impairment, changes in underlying credit ratings, forecasted recovery, our intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value and are reportedthe probability that the scheduled cash payments will continue to be made. When we conclude that a credit-related impairment has occurred, we assess whether we intend to sell the security or if it is more likely than not that we will be required to sell the security before recovery. If either of these two conditions is met, we recognize a charge in other incomeearnings equal to the entire difference between the security’s amortized cost basis and its fair value. If we do not intend to sell a security and it is not more likely than not that we will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in “Other (expense), net, income” in our Consolidated Statements of Income, and the amount related to all other factors, which is recorded in accumulated other comprehensive income (loss).
In addition, we from time to time make equity investments in non-publicly traded companies. Equity investments in which we do not have control but have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. We record our proportionate share of the net income or loss of our equity method investees, along with adjustments for unrealized profits or losses on intra-entity transactions and amortization of basis differences, within "Other (expense) income" in the Consolidated Statement of Income. Profits or losses related to intra-entity sales with our equity method investees are eliminated until realized by the investor or investee. Basis differences represent differences between the cost of the investment and the underlying equity in net assets of the investment and are generally amortized over the lives of the related assets that gave rise to them. Equity method goodwill is not amortized or tested for impairment; instead the equity method investment is tested for impairment. We record our interest in the net earnings of our equity method investments based on the most recently available financial statements of the investees. At December 31, 2021, the difference between the carrying amount of our equity-method investments and our share of the underlying equity in net assets of our investments was approximately $25 million. The basis difference is primarily attributable to intangible assets and equity-method goodwill.
The carrying amount of the investment in equity interests is adjusted to reflect our interest in net earnings, dividends received and other-than-temporary impairments. We review the carrying amount for impairment whenever factors indicate that the carrying amount of the investment might not be recoverable. In such a case, the decrease in value is recognized in the period the impairment occurs in the Consolidated Statement of Income.
All other non-marketable equity investments do not have readily determinable fair values and are recorded at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. We periodically review our non-marketable equity investments for other-than-temporary declines in fair value and write-down specific investments to their fair values when we determine that an other-than-temporary decline has occurred.
We did not identify or record any other-than-temporary impairments on our available-for-saleinvestment securities during 2017, 2016,2021, 2020, and 2015.2019.
Accounts receivable are recorded net |
| | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | |
| Year | | Description | | Balance at Beginning of Period | | Provisions | | Write-Offs | | Balance at End of Period |
| 2015 | | Allowance for doubtful accounts and sales returns | | $ | 4,798 |
| | $ | 536 |
| | $ | 968 |
| | $ | 4,366 |
|
| 2016 | | Allowance for doubtful accounts and sales returns | | $ | 4,366 |
| | $ | 1,024 |
| | 1,682 |
| | $ | 3,708 |
|
| 2017 | | Allowance for doubtful accounts and sales returns | | $ | 3,708 |
| | $ | 1,642 |
| | 359 |
| | $ | 4,991 |
|
Inventories, net
Inventories are stated at the lower-of-costlower of cost or net realizable value. Cost is determined using standard costs, which approximate the first-in first-out (“FIFO”) method. Cost includes the acquisition cost of purchased components, parts and subassemblies, in-bound freight costs, labor and overhead.
Inventory is shown net of adjustment for excess and obsolete inventories of $16.4$18.9 million, $12.6$17.0 million and $10.1$15.5 million at December 31, 2017, 20162021, 2020 and 2015,2019, respectively.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | | | | | |
| Year | | Description | | Balance at Beginning of Period | | Provisions | | Write-Offs | | Balance at End of Period |
| 2019 | | Adjustment for excess and obsolete inventories | | $ | 15,385 | | | $ | 6,046 | | | 5,942 | | | $ | 15,489 | |
| 2020 | | Adjustment for excess and obsolete inventories | | $ | 15,489 | | | $ | 8,163 | | | 6,616 | | | $ | 17,036 | |
| 2021 | | Adjustment for excess and obsolete inventories | | $ | 17,036 | | | $ | 9,986 | | | 8,090 | | | $ | 18,932 | |
|
| | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | | | | | |
| Year | | Description | | Balance at Beginning of Period | | Provisions | | Write-Offs | | Balance at End of Period |
| 2015 | | Adjustment for excess and obsolete inventories | | $ | 9,598 |
| | $ | 3,087 |
| | $ | 2,631 |
| | $ | 10,054 |
|
| 2016 | | Adjustment for excess and obsolete inventories | | $ | 10,054 |
| | $ | 5,793 |
| | 3,208 |
| | $ | 12,639 |
|
| 2017 | | Adjustment for excess and obsolete inventories | | $ | 12,639 |
| | $ | 7,130 |
| | 3,322 |
| | $ | 16,447 |
|
Property and equipment, net
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from twenty to forty years for buildings, and three to seven years for purchased internal use software and for equipment which are each included in furniture and equipment. Leasehold improvements are depreciated
Business combinations
We account for business combinations using the acquisition method of accounting and, accordingly, allocate the fair value of acquisition consideration to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the shorterfair value of the lifeassets acquired and liabilities assumed is recorded as goodwill. The results of operations of the lease orbusinesses acquired are included in our consolidated statement of income beginning on the asset.date of the acquisition.
Intangible assets, net
We capitalize costs related to the development and acquisition of certain software products. Capitalization of costs begins when technological feasibility has been established and ends when the product is available for general release to customers. Technological feasibility for our products is established when the product is available for beta release. Amortization is computed on an individual product basis for those products available for market and is recognized based on the product’s estimated economic life, generally three to six years.
We use the services of outside counsel to search for, document, and apply for patents. Those costs, along with any filing or application fees, are capitalized. Costs related to patents which are abandoned are written off. Once a patent is granted, the patent costs are amortized ratably over the legal life of the patent, generally ten to seventeen years.
At each balance sheet date,Leasehold improvements are amortized over the unamortized costsshorter of the life of the lease or the asset.
Intangible assets with finite useful lives, including developed technology, customer-related intangible assets, patents, trademarks, and backlog are subject to amortization over the expected period of economic benefit to us. We evaluate whether events or circumstances have occurred that warrant a revision to the remaining useful lives of intangible assets. In cases where a revision is deemed appropriate, the remaining carrying amounts of the intangible assets are amortized over the revised remaining useful life.
Intangible assets related to in-process research and development (“IPR&D”) projects are considered to be indefinite-lived until the completion or abandonment of the associated R&D efforts. If and when development is complete, the associated assets would be deemed long-lived and would then be amortized based on their respective estimated useful lives at that point in time. Indefinite-lived intangible assets are tested for allimpairment at least annually during the fourth quarter of our fiscal year. In testing indefinite-lived intangible assets for impairment, we may first perform a qualitative assessment of whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, and, if so, we then quantitatively compare the fair value of the indefinite-lived intangible asset to its carrying amount. We determine the fair value of our indefinite-lived intangible assets using a discounted cash flow method.
The carrying values of long-lived assets, including identifiable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, a recoverability test is performed utilizing undiscounted cash flows expected to be generated by managementthat asset or asset group compared to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models or, when available, quoted market values and reducedthird-party appraisals. It is not possible for us to net realizable value when necessary.predict the likelihood of any possible future impairments or, if such an impairment were to occur, the magnitude of any impairment.
Goodwill
The excess purchase price over the fair value of net assets acquired is recorded as goodwill. WeAs businesses are acquired, we assign assets acquired (including goodwill) and liabilities assumed to either our existing reporting unit or a newly identified reporting unit as of the date of the acquisition. In the event a disposal group meets the definition of a business, goodwill is allocated to the disposal group based on the relative fair value of the disposal group to the related reporting unit. As we have one1 operating segment and onecomprised of components with similar economic characteristics, we allocate goodwill to 1 reporting unit.unit for goodwill impairment testing. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach based on the market capitalization of the reporting unit.
We have historically performed our annual goodwill impairment test as of February 28 of each year. For the Our annual impairment test as of February 28, 2017, wewas performed a qualitative assessment of whether it was more likely than not that our reporting unit's fair value was less than its carrying amount. After completing the assessment, we determined that it was more likely than not that the estimated fair value of the reporting unit exceeded the carrying amount and that no impairment existed as of the assessment date. If we had concluded otherwise, a quantitative goodwill impairment test would have been required, which would have included a determination of the fair value of the reporting unit and a comparison of the fair value to its carrying value.
Effective for the annual goodwill impairment test for 2018 and for future testing, we will perform the required annual test as of November 30, of each year rather than on February 28. We reperformed our annual goodwill impairment testing as of November 30, 2017 and determined that it was more likely than not that the estimated fair value of the reporting unit exceeded the carrying amount and that no impairment existed as of the assessment date. We do not believe that the change in the date of the annual goodwill impairment test is a material change in the method of applying an accounting principle nor do we expect that it will result in any delay, acceleration or impact to the results of the impairment testing. We believe this date is preferable because it aligns with the timing of our annual planning process which largely occurs during the fourth quarter. Retrospective application to prior periods is impracticable as we are unable to objectively determine, without the use of hindsight, the assumptions that would be used in those earlier periods.
2021. No impairment of goodwill was identified during 20172021 and 2016.2020. Goodwill is deductible for tax purposes in certain jurisdictions.
Concentrations of credit risk
We maintainAt December 31, 2021, we had $211 million in cash and cash equivalents with various financial institutions located in many countries throughout the world. At December 31, 2017, we had $412 million in cash, cash equivalents and short-term investments.equivalents. Our cash and cash equivalent balances are held in numerous financial institutions throughout the world, including substantial amounts held outside of the U.S., however, the majority of our short-term investments that are located outside of the U.S. are denominated in the U.S. dollar with the exception of $5 million U.S. dollar equivalent of corporate bonds that are denominated in Euro. The most significant of our operating accounts was our Hungarian Citibank operating account owned by our entity in Hungary which held approximately $17$13 million or 6% of our total cash and cash equivalents at a bank that carried Baa1/BBB+/A ratings at December 31, 2017.
2021.
The following table presents the geographic distribution of our cash, cash equivalents, and short-term investments as of December 31, 20172021 (in millions):
| | | | | | | | | | | |
| Domestic | International | Total |
| | | |
| | | |
| | | |
| | | |
| Cash and Cash Equivalents | $107.7 | $103.4 | $211.1 |
| 51% | 49% | |
|
| | | |
| | Domestic | International | Total |
| Cash and Cash Equivalents | $63 | $227 | $290 |
| | 22% | 78% | |
| Short-term Investments | $— | $122 | $122 |
| | —% | 100% | |
| Cash, Cash Equivalents and Short-term Investments | $63 | $349 | $412 |
| | 15% | 85% | |
The goal of our investment policy is to manage our investment portfolio to preserve principal and liquidity while maximizing the return on our investment portfolio through the full investment of available funds. We place our cash investments in instruments that meet credit quality standards, as specified in our corporate investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. Our cash equivalents and short-term investments carried ratings from the major credit rating agencies that were in accordance with our corporate investment policy. Our investment policy allows investments in the following: government and federal agency obligations, repurchase agreements (“Repos”), certificates of deposit and time deposits, corporate obligations, medium term notes and deposit notes, commercial paper including asset-backed commercial paper (“ABCP”), puttable bonds, general obligation and revenue bonds, money market funds, taxable commercial paper, corporate notes/bonds, municipal notes, municipal obligations and tax exempt commercial paper. All such instruments must carry minimum ratings of A1/P1/F1, MIG1/VMIG1/SP1 and A2/A/A, as applicable, all of which are considered “investment grade”. Our investment policy for marketable securities requires that all securities mature in five years or less, with a weighted average maturity of no longer than 24 months with at least 10% maturing in 90 days or less. (See Note 23 – Cash, cash equivalents, short-term and long-termShort-term investments inof Notes to Consolidated Financial Statements for further discussion and analysis of our investments).
Concentration of credit risk with respect to trade accounts receivable is limited due to our large number of customers and their dispersion across many countries and industries. No single customer accounted for more than 3%, 3%, or 3% of our sales for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively. The largest trade account receivable from any individual customer at December 31, 20172021 was approximately $2.7$9.3 million.
Key supplier risk
Our manufacturing processes use large volumes of high-quality components and subassemblies supplied by outside sources. Several of these items are available through sole or limited sources. Supply shortages or quality problems in connection with these key items could require us to procure items from replacement suppliers, which would cause significant delays in fulfillment of orders and likely result in additional costs. In order to manage this risk, we maintain safety stock of some of these single sourced components and subassemblies and perform regular assessments of suppliersa suppliers' performance, grading key suppliers in critical areas such as quality and “on-time” delivery.
We sell test and measurement solutions that include hardware, software licenses, and related services. Our sales are generally made under standard sales arrangements with payment terms ranging from net 30 days in the U.S. to net 30 days and up to net 180 days in some international markets. We offer rightsIn recent years, we have made a concentrated effort to increase our revenue through the pursuit of orders with a value greater than $1.0 million. These orders often include contract terms that vary substantially from our standard terms of sale including product acceptance requirements and product performance evaluations which create uncertainty with respect to the timing of our ability to recognize revenue from such orders. These orders may also include most-favored customer pricing, significant discounts, extended payment terms and volume rebates, all of which may create uncertainty with respect to the amount and timing of revenue recognized from such orders.
Sales of application software licenses include post-contract support services. Other services include customer training, customer support, and extended warranties.
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. For most of our hardware and software sales, title and risk of loss transfer upon shipment. For services, we recognize revenue when the service is provided, except for extended warranties for which revenue is recognized ratably over the warranty period.
We apply the separation guidance under U.S. GAAP for contracts with multiple deliverables. We analyze revenue arrangements with multiple deliverables to determine whether the deliverables should be divided into more than one unit of accounting. For contracts with more than one unit of accounting, we allocate the consideration we receive among the separate units of accounting based on their relative selling prices, which we determine based on prices of the deliverables as sold on a stand-alone basis, or if not sold on a stand-alone basis, the prices we would charge if sold on a stand-alone basis. We recognize revenue for each deliverable based on the revenue recognition policies described below.
For software arrangements that include multiple elements, including perpetual software licenses and undelivered items (e.g., software maintenance; subscriptions/term licenses), we allocate and defer revenue for the undelivered items based on vendor specific objective evidence (“VSOE”) of the fair value of the undelivered elements, and recognize revenue on the perpetual license using the residual method. We base VSOE of each element on the price for which the undelivered element is sold separately. We determine fair value of the undelivered elements based on historical evidence of our stand-alone sales of these elements to third parties or from the stated renewal rate for the undelivered elements. When VSOE does not exist for undelivered items, we recognize the entire arrangement fee ratably over the applicable performance period.
A portion of our revenues are generated from the sale of systems that contain software components that operate together with our hardware platform to provide the essential functionality of the system. When sold in a multiple element arrangement, these systems are considered non-software deliverables, so we can allocate the arrangement fee based upon relative selling price of each element. When applying the relative selling price method, we determine the selling price of each element using best estimate of selling price (“BESP”), because VSOE and third-party evidence (“TPE”) are not available.
The revenues allocated to the software-related elements are recognized based on software industry specific revenue recognition guidance, as noted above. The revenues allocated to the non-software related elements are recognized based on the nature of the element provided. We estimate BESP by considering internal factors such as historical pricing practices and gross margin objectives, as well as market conditions such as competitor pricing strategies, customer demands and geography, and regularly review these assumptions.
The application of revenue recognition standards requires judgment, including whether a software arrangement includes multiple elements, and if so, whether VSOE of fair value exists for those elements. Changes to the elements in a software arrangement, the ability to identify VSOE for those elements, the fair value of the respective elements, and changes to a product’s estimated life cycle could materially impact the amount of our earned and unearned revenue. Judgment is also required to assess whether future releases of certain software represent new products or upgrades and enhancements to existing products.
Product revenue
Our product revenue is generated predominantly from the sales of measurement and automation products. Our products consist of application software and hardware components together with related driver software.
Software maintenance revenue
Software maintenance revenue is post contract customer support that provides the customer with unspecified upgrades/updates and technical support.
Shipping and handling costs
Our shipping and handling costs charged to customers are included in net sales, and the associated expense is recorded in cost of sales.
Warranty reserve
We offer a one-year limited warranty on most hardware products which is included in the terms of sale of such products. We also offer optional extended warranties on our hardware products for which the related revenue is recognized ratably over the warranty period. Provision is made for estimated future warranty costs at the time of the sale for the estimated costs that may be incurred under the limited warranty. Our estimate is based on historical experience and product sales during the period.
The warranty reserve for the years ended December 31, 2017, 2016,2021, 2020, and 20152019 was as follows:
|
| | | | | | | | | | | | |
| (In thousands) | | | | |
| | | 2017 | | 2016 | | 2015 |
| Balance at the beginning of the period | | $ | 2,686 |
| | $ | 1,755 |
| | $ | 1,885 |
|
| Accruals for warranties issued during the period | | 2,644 |
| | 2,454 |
| | 1,834 |
|
| Accruals related to pre-existing warranties | | 274 |
| | 1,258 |
| | (263 | ) |
| Settlements made (in cash or in kind) during the period | | (2,758 | ) | | (2,781 | ) | | (1,701 | ) |
| Balance at the end of the period | | $ | 2,846 |
| | $ | 2,686 |
| | $ | 1,755 |
|
| | | | | | | | | | | |
| (In thousands) | | |
| 2021 | 2020 | 2019 |
| Balance at the beginning of the year | $ | 2,872 | | $ | 2,561 | | $ | 3,173 | |
| Accruals for warranties issued during the year | 2,790 | | 2,668 | | 2,356 | |
| Accruals related to pre-existing warranties | 195 | | 486 | | (376) | |
| Settlements made (in cash or in kind) during the year | (2,647) | | (2,843) | | (2,592) | |
| Balance at the end of the year | $ | 3,210 | | $ | 2,872 | | $ | 2,561 | |
Loss contingencies
We accrue for probable losses from contingencies, including legal defense costs, on an undiscounted basis, when such costs are considered probable of being incurred and are reasonably estimable. We periodically evaluate available information, both internal and external, relative to such contingencies and adjust this accrual as necessary.
Other (Expense) Income
Other (expense) income consisted of the following amounts:
| | | | | | | | | | | |
| (in thousands) | 2021 | 2020 | 2019 |
| Interest income | $ | 375 | | $ | 3,899 | | $ | 8,129 | |
| Interest expense | (3,780) | | (1,883) | | (40) | |
| Loss from equity-method investments | (5,719) | | (2,942) | | (1,060) | |
| Net foreign exchange loss | (4,973) | | (141) | | (1,846) | |
| Other | (493) | | 279 | | 807 | |
| Other (expense) income | $ | (14,590) | | $ | (788) | | $ | 5,990 | |
|
Advertising expense
We expense costs of advertising as incurred. Advertising expense for the years ended December 31, 2017, 2016,2021, 2020, and 20152019 was $11$20 million, $12$15 million, and $12$7 million, respectively.
Foreign currency translation
The functional currency for a substantial majority of our international sales operations is the applicable local currency. The assets and liabilities of these operations are translated at the rate of exchange in effect on the balance sheet date and sales and expenses are translated at average rates. The resulting gains or losses from translation are included in a separate component of other comprehensive income. Gains and losses resulting from re-measuring monetary asset and liability accounts that are denominated in a currency other than a subsidiary’s functional currency are included in net foreign exchange gain (loss) and are included in net income.
Foreign currency hedging instruments
All of our derivative instruments are recognized on the balance sheet at their fair value. We currently use foreign currency forward contracts to hedge our exposure to material foreign currency denominated receivables and forecasted foreign currency cash flows.
On the date the derivative contract is entered into, we designate the derivative as a hedge of the variability of foreign currency cash flows to be received or paid (“cash flow” hedge) or as a hedge of our foreign denominated net receivable positions (“other derivatives”). Changes in the fair value of derivatives that are designated and qualify as cash flow hedges and that are deemed to be highly effective are recorded in other comprehensive income. These amountsFor derivative instruments that are subsequentlydesignated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of accumulated OCI and reclassified into earnings in the same line item (net sales, operating expenses, or cost of sales) associated with the forecasted transaction and in the same period or periods during which the hedged transaction is realized. The gain or loss on the other derivatives as well as the offsetting gain or loss on the hedged item attributable to the hedged risk is recognized in current earnings under the line item “Net foreign exchange gain (loss)”. We do not enter into derivative contracts for speculative purposes.
We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking various hedge transactions at the inception of the hedge. This process includes linking all derivatives that are designated as cash flow hedges to specific forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the hedging instruments are highly effective in offsetting changes in cash flows of hedged items.
We prospectively discontinue hedge accounting if (1) it is determined that the derivative is no longer highly effective in offsetting changes in the fair value of a hedged item (forecasted transactions); or (2) the derivative is de-designated as a hedge instrument, because it is unlikely that a forecasted transaction will occur. When hedge accounting is discontinued, the derivative is sold, and the resulting gains and losses are recognized immediately in earnings.
Leases
We identify leases by evaluating our contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. Specifically, we consider whether we can control the underlying asset and have the right to obtain substantially all of the economic benefits or outputs from the asset. We combine lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with the non-lease components (e.g., common-area maintenance costs) for our office leases. For our leases of other asset classes that contain both lease components and non-lease components, we allocate the consideration in the contract to each component based on its standalone price.
Leases with terms greater than 12 months are classified as either operating or finance leases at the commencement date. For these leases, we record the related asset and obligation at the present value of lease payments. The discount rate used to calculate the present value of the lease payments is typically our incremental borrowing rate, as the rate implicit in the lease is generally not known or determinable. The lease term includes any noncancellable period for which we have the right to use the asset and may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option. Operating leases are recognized as a single lease cost on a straight-line basis over the lease term. Our remaining lease terms range from approximately 1 year to 92 years, some of which may include options to extend the lease for up to 9 years, and some of which may include options to terminate the leases within 1 year. Such operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the accompanying consolidated balance sheets.
Amounts related to finance lease activities and income from leasing activities were not material for the periods presented. (See Note 9 – Leases for further information on our lease balances).
Income taxes
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts. We account for GILTI in deferred taxes. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our financial position or our results of operations. In estimating future tax consequences, all expected future events are considered other than enactments of changes in tax laws or rates. We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns. Our continuing policy is to recognize interest and penalties related to income tax matters in income tax expense.
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 include stock options andincludes restricted stock units (“RSUs”), is computed using the treasury stock method.
The reconciliation of the denominators used to calculate basic EPS and diluted EPS for years ended December 31, 2017, 2016,2021, 2020, and 20152019 are as follows:
| | | | | Years ended December 31, | | Years ended December 31, |
| (In thousands) | | 2017 | | 2016 | | 2015 | (In thousands) | | 2021 | | 2020 | | 2019 |
| Weighted average shares outstanding-basic | | 130,300 |
| | 128,453 |
| | 127,997 |
| Weighted average shares outstanding-basic | | 132,311 | | | 131,082 | | | 131,722 | |
| Plus: Common share equivalents | | |
| | |
| | |
| Plus: Common share equivalents | | | | | | |
| RSUs | | 1,087 |
| | 555 |
| | 671 |
| RSUs | | 1,251 | | | 717 | | | 1,012 | |
| Weighted average shares outstanding-diluted | | 131,387 |
| | 129,008 |
| | 128,668 |
| Weighted average shares outstanding-diluted | | 133,562 | | | 131,799 | | | 132,734 | |
Stock awards to acquire 32,400125,200 shares, 10,900251,400 shares, and 292,40094,200 shares for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively, were excluded in the computations of diluted EPS because the effect of including the stock awards would have been anti-dilutive.
Stock-based compensation
Stock-based compensation costs are based on the fair value on the date of grant for all RSUs and on the date of enrollment for the employee stock purchase plan. We account for stock-basedrecognize compensation expense ratably over the requisite service period of the awards. Performance-based restricted stock units ("PRSUs") are RSU awards that vest based on a market condition. The market condition currently used is our stockholder return relative to the total stockholder return of the companies included in the Russell 2000 Index at the end of the three-year performance period.
The fair values of RSUs, with service-based vesting conditions, are estimated using their market price on the date of grant. The fair values of rights under employee stock purchase plans which are more fully describedestimated using the Black-Scholes option-pricing model. The fair values of PRSUs are estimated using a Monte Carlo simulation. The determination of fair value of the PRSUs is affected by our stock price and a number of assumptions including the expected volatility, expected dividend yield and the risk-free interest rate. Our expected volatility at the date of grant was based on the historical volatilities of our stock and the companies included in the Russell 2000 Index over the performance period. Refer to Note 1112 – Authorized shares of common and preferred stock and stock-based compensation plans using a fair-value method and recognize the expense infor additional information on our Consolidated Statement of Income.equity-based compensation programs.
Comprehensive income
Our comprehensive income is comprised of net income, foreign currency translation and unrealized gains and losses on forward contracts and securities available-for-sale. Comprehensive income in 2017, 2016,2021, 2020, and 20152019 was $71$90 million, $86$144 million and $69$158 million, respectively.
Recently Adopted Accounting Pronouncements
Clarification of Equity Method Transition
In October 2016,January 2020, the Financial Accounting Standards Board (“FASB”("FASB") issued Accounting Standards Update (“ASU”("ASU") 2016-16, Income Taxes – Intra-Entity Transfers2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” which clarifies the interaction of Assets Other Than Inventory.the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The standard is intended to address diversity in practiceeffective for public companies for fiscal years, and complexity in financial reporting, particularly for intra-entity transfers of intellectual property. We early adopted ASU 2016-16 effective January 1, 2017. Using the modified retrospective method, the impact of the adoption of the standard was to increase our deferred tax assets by $0.4 million, decrease other assets, net by $6.2 million and decrease retained earnings by $5.8 million. The adoption of the amendments had the effect of increasing our diluted earnings per share by $0.01 and $0.04 for the three and twelve months endedinterim periods within those fiscal years, beginning after December 31, 2017, respectively.
In March 2016, the FASB issued ASU 2016- 09, Improvements to Employee Share-Based Payment Accounting , which requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase a greater number of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis.15, 2020. We adopted ASU 2016-09 effective2020-01 on January 1, 2017 as follows:
•Our adoption of2021, and the amendments related to accounting for excess tax benefits resulted in the recognition of $3.2 million of excess tax benefits within income taxes rather than additional paid in capital for the twelve months ended December 31, 2017.
•We elected to retrospectively apply the changes in presentation to the statements of cash flows and no longer classify excess tax benefits as a financing activity, which increased net cash provided by operating activities and reduced net cash provided by financing activities by an immaterial amount for the twelve months ended December 31, 2017.
•We elected to account for forfeitures as they occur using a modified retrospective transition method. The adoption of this one-time accounting policy electionnew standard did not have a material impact on our consolidated financial statements.In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurementstatements and related disclosures.
Recently Issued Accounting Pronouncements
In May 2014,November 2021, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The update is a comprehensive new revenue recognition model that requires a companyNo. 2021-10 (“ASU 2021-10”), Government Assistance, to recognize revenue to depictincrease transparency of government assistance including the transferdisclosure of goods or services to a customer at(1) the types of assistance, (2) an amount that reflectsentity’s accounting for the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure aboutassistance, and (3) the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. We adopted this standard as of January 1, 2018 by applying the modified retrospective transition method.
We have reached conclusions on our key accounting matters related to the new standard and believe adoptioneffect of the new standard will generally result in revenue recognition earlier or at the same time as prior US GAAP. The most significant impact of the standard relates to our accounting for certain software arrangements. We primarily license software on a perpetual basis. However, we also license software under enterprise agreements which includes an unlimited quantity of certain software licenses for a fixed-term bundled with software maintenance, technical support, and a specified amount of training and service credits. Currently, we defer revenue for software licensed under our enterprise agreements and certain perpetual arrangements due to a lack of vendor specific objective evidence (“VSOE”) for certain elements in the contract. Under the new standard, we are no longer required to establish VSOE to recognize software license revenue separately from the other elements, and we will be able to recognize software license revenue once the customer obtains control of the license, which will generally occur at the start of each license term. Due to the complexity of our enterprise agreement contracts, the actual revenue recognition treatment required under the new standard will be dependent on contract-specific terms, and may vary in some instances from recognition at the time of billing. Additionally, we expect the new standard will impact the way we allocate the transaction price for arrangements with separately-priced extended warranty offerings.
We adopted the new revenue recognition guidance effective January 1, 2018, by recognizing the cumulative effect of initially applying the new standard as an increase to the opening balance of retained earnings. We expect this adjustment to be less than $10 million, with an immaterial impact to our net incomeassistance on an ongoing basis.
In August 2017, the FASB issuedentity’s financial statements. ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The ASU simplifies certain aspects of hedge accounting and improves disclosures of hedging arrangements through the elimination of the requirement to separately measure and report hedge ineffectiveness. The ASU generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item in order to align financial reporting of hedge relationships with economic results. Entities must apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach. The presentation and disclosure requirements must be applied prospectively. Our effective date for adoption of this guidance is our fiscal year beginning January 1, 2019. We are currently evaluating the effect that this guidance will have on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. The guidance requires lessees to recognize most lease liabilities on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The update states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The update2021-10 is effective for interim and annual periods beginning after December 15, 2018, and early2021. Early adoption is permitted. We are currently evaluating the effect that the updatedimpact of this accounting standard will haveupdate on our consolidated financial statements and related disclosures.
In October 2021, the FASB issued ASU No. 2021-08 (“ASU 2021-08”), Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers to improve the accounting for acquired revenue contracts with customers in a business combination to address recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 is effective for annual periods beginning after December 15, 2022 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and related disclosures.
Note 2 - Revenue
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) and geographic region based on the billing location of the customer. Before the second quarter of 2020, we included net sales attributable to our operations in India within the EMEA region. In the second quarter of 2020, we began including these amounts within APAC geographic region, to reflect recent changes within our organizational structure. We have recast historical comparative information to conform to the December 31, 2020 presentation. The geographic regions are now presented as the Americas, EMEA and APAC to reflect this change.
Total net sales based on the disaggregation criteria described above are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | | Year Ended December 31, | | |
| | 2021 |
| (In thousands) | | | | | | |
| Net sales: | | Point-in-Time(1) | | Over Time | | Total |
| Americas | | $ | 503,839 | | | $ | 93,417 | | | $ | 597,256 | |
| EMEA | | 285,842 | | | 89,782 | | | 375,624 | |
| APAC | | 454,684 | | | 42,117 | | | 496,801 | |
| Total net sales (1) | | $ | 1,244,365 | | | $ | 225,316 | | | $ | 1,469,681 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | Year Ended December 31, | | |
| | 2020 |
| (In thousands) | | | | | | |
| Net sales: | | Point-in-Time(1) | | Over Time | | Total |
| Americas | | $ | 430,779 | | | $ | 77,669 | | | $ | 508,448 | |
| EMEA | | 263,473 | | | 82,162 | | | 345,635 | |
| APAC | | 391,937 | | | 40,651 | | | 432,588 | |
| Total net sales (1) | | $ | 1,086,189 | | | $ | 200,482 | | | $ | 1,286,671 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | Year Ended December 31, | | |
| | 2019 |
| (In thousands) | | | | | | |
| Net sales: | | Point-in-Time(1) | | Over Time | | Total |
| Americas | | $ | 446,703 | | | $ | 91,976 | | | $ | 538,679 | |
| EMEA | | 299,850 | | | 76,700 | | | 376,550 | |
| APAC | | 401,191 | | | 36,795 | | | 437,986 | |
| Total net sales (1) | | $ | 1,147,744 | | | $ | 205,471 | | | $ | 1,353,215 | |
| (1) Net sales contain 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 |
Information about Contract Balances
Amounts collected 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, such as invoicing at the beginning of a subscription term with a portion of the revenue recognized ratably over the contract period, or to provide customers with financing, such as multi-year on-premises licenses that are invoiced annually with revenue recognized upfront.
Changes in deferred revenue, current and long-term, during the twelve months ended December 31, 2021 and December 31, 2020 were as follows:
| | | | | |
| Amount |
| (In thousands) |
| Deferred Revenue at December 31, 2019 | $ | 164,925 | |
| Deferral of revenue billed in current period, net of recognition | 124,769 | |
| Recognition of revenue deferred in prior periods | (118,308) | |
| Acquisitions/Divestitures | (7,999) | |
| Foreign currency translation impact | 5,099 | |
| Deferred Revenue at December 31, 2020 | $ | 168,486 | |
| Deferral of revenue billed in current period, net of recognition | 132,374 | |
| Recognition of revenue deferred in prior periods | (126,263) | |
| Acquisitions/Divestitures | 343 | |
| Foreign currency translation impact | (4,300) | |
| Deferred Revenue at December 31, 2021 | $ | 170,640 | |
For the twelve months ended December 31, 2021, revenue recognized from performance obligations related to 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 are included in "Other current assets" and "Other long-term assets" on the consolidated balance sheet. Based on the nature of our initial assessment,contracts with customers, we do not typically recognize unbilled receivables related to revenues recognized in excess of amounts billed. For the year ended December 31, 2021, amounts recognized 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 excluding contracts where revenue is recognized as invoiced, was approximately $61 million as of December 31, 2021. Since we typically invoice customers at contract inception, this amount is included in our current and non-current deferred revenue balances. As of December 31, 2021, we expect thatto recognize approximately 50% of the adoptionrevenue related to these unsatisfied performance obligations during 2022, 31% during 2023, and 19% thereafter.
Practical Expedients
As discussed in Note 1 - Operations and summary of this standard willsignificant accounting policies and elsewhere in Note 2 - Revenue of Notes to Consolidated Financial Statements, we have a material impact on our balance sheet but that it will notelected the following practical expedients in accordance with the new revenue standard:
•We generally expense sales commissions when incurred because the amortization period would have a material impact on our ongoing results of operations. been one year or less. These costs are recorded within sales and marketing expenses.
•We do not expectdisclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to adoptwhich we have the new standard priorright to invoice for services performed.
•We do not consider the required effective date.time value of money for contracts with original durations of one year or less.
Note23– Short-term investments Investments
The following tables summarize unrealized gains and losses related to our short-term investments designated as available-for-sale:available-for-sale debt securities:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | As of December 31, 2021 |
| | Adjusted Cost | | Gross
Unrealized Gain | | Gross
Unrealized Loss | | | Fair Value |
| | | | | | | | | |
| | | | | | | | | |
| Corporate bonds | | $ | — | | | $ | — | | | $ | — | | | | $ | — | |
| | | | | | | | | |
| | | | | | | | | |
| Short-term investments | | $ | — | | | $ | — | | | $ | — | | | | $ | — | |
|
| | | | | | | | | | | | | | | | |
| (In thousands) | | As of December 31, 2017 |
| | | Adjusted Cost | | Gross Unrealized Gain | | Gross Unrealized Loss | | Fair Value |
| Corporate bonds | | $ | 120,341 |
| | $ | 182 |
| | $ | (395 | ) | | $ | 120,128 |
|
| Time deposits | | 1,760 |
| | — |
| | — |
| | 1,760 |
|
| Short-term investments | | $ | 122,101 |
| | $ | 182 |
| | $ | (395 | ) | | $ | 121,888 |
|
| | | (In thousands) | | As of December 31, 2016 | (In thousands) | | As of December 31, 2020 |
| | | Adjusted Cost | | Gross
Unrealized Gain | | Gross Unrealized Loss | | Fair Value | | Adjusted Cost | | Gross
Unrealized Gain | | Gross
Unrealized Loss | | | Fair Value |
| | Corporate bonds | | $ | 71,450 |
| | $ | 89 |
| | $ | (182 | ) | | $ | 71,357 |
| Corporate bonds | | $ | 59,761 | | | $ | 163 | | | $ | (1) | | | | $ | 59,923 | |
| Time deposits | | 1,760 |
| | — |
| | — |
| | 1,760 |
| |
| | Short-term investments | | $ | 73,210 |
| | $ | 89 |
| | $ | (182 | ) | | $ | 73,117 |
| Short-term investments | | $ | 59,761 | | | $ | 163 | | | $ | (1) | | | | $ | 59,923 | |
The following tables summarize the contractual maturities of our short-term investments designated as available-for-sale:available-for-sale debt securities:
| | | | | | | | | | | | | | |
| (In thousands) | | As of December 31, 2021 |
| | Adjusted Cost | | Fair Value |
| Due in less than 1 year | | $ | — | | | $ | — | |
| | | | |
| Total available-for-sale debt securities | | $ | — | | | $ | — | |
| | | | |
| Due in less than 1 year | | Adjusted Cost | | Fair Value |
| Corporate bonds | | $ | — | | | $ | — | |
| | | | |
| Total available-for-sale debt securities | | $ | — | | | $ | — | |
| | | | |
| | | | |
| | | | |
| | | | |
Equity-Method Investments
The carrying value of our equity method investments was $32 million and $25 million as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, net sales to our equity-method investees were approximately $5.3 million and $1.0 million, respectively and purchases from our equity-method investees were not material.
During the first quarter of 2021, we determined there was an other than temporary impairment for one of our equity-method investments, based on revised forecasts. We recorded a $3.5 million impairment loss related to this investment. Our proportionate share of the income/loss from equity-method investments is included within "Other (expense) income". Refer to Note 1 - Basis of Presentation of Notes to Consolidated Financial Statements for additional information on these amounts for the year ended December 31, 2021, 2020, and 2019.
|
| | | | | | | | |
| (In thousands) | | As of December 31, 2017 |
| | | Adjusted Cost | | Fair Value |
| Due in less than 1 year | | $ | 17,862 |
| | $ | 17,824 |
|
| Due in 1 to 5 years | | 104,239 |
| | 104,064 |
|
| Total available-for-sale debt securities | | $ | 122,101 |
| | $ | 121,888 |
|
| | | | | |
| Due in less than 1 year | | Adjusted Cost | | Fair Value |
| Corporate bonds | | $ | 16,102 |
| | $ | 16,064 |
|
| Time deposits | | 1,760 |
| | 1,760 |
|
| Total available-for-sale debt securities | | $ | 17,862 |
| | $ | 17,824 |
|
| | | | | |
| Due in 1 to 5 years | | Adjusted Cost | | Fair Value |
| Corporate bonds | | 104,239 |
| | 104,064 |
|
| Total available-for-sale debt securities | | $ | 104,239 |
| | $ | 104,064 |
|
Note 34 – Fair value measurements
We define fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market that market participants may use when pricing the asset or liability.
We follow a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value measurement is determined based on the lowest level input that is significant to the fair value measurement. The three values of the fair value hierarchy are the following:
Level 1 – Quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 – Inputs that are not based on observable market data
Assets and liabilities measured at fair value on a recurring basis are summarized below:
| | | (In thousands) | | Fair Value Measurements at Reporting Date Using | (In thousands) | | Fair Value Measurements at Reporting Date Using |
| Description | | December 31, 2017 |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | Description | | December 31, 2021 | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| Assets | | | | | | | | | Assets | | | | | | | | |
| Cash and cash equivalents available for sale: | | | | | | | | | Cash and cash equivalents available for sale: | | | | | | | | |
| Money Market Funds | | $ | 61,423 |
| | $ | 61,423 |
| | $ | — |
| | $ | — |
| |
| U.S. Treasuries and agencies | | 39,461 |
| | — |
| | 39,461 |
| | — |
| |
| Short-term investments available for sale: | | | | | | | | | |
| Corporate bonds | | 120,128 |
| | — |
| | 120,128 |
| | — |
| |
| Time deposits | | 1,760 |
| | 1,760 |
| | — |
| |
| |
| Money market funds | | Money market funds | | $ | 101,290 | | | $ | 101,290 | | | $ | — | | | $ | — | |
| | | Other assets: | | Other assets: | |
| Derivatives | | 7,232 |
| | — |
| | 7,232 |
| | — |
| Derivatives | | 12,407 | | | — | | | 12,407 | | | — | |
Total Assets | | $ | 230,004 |
| | $ | 63,183 |
| | $ | 166,821 |
| | $ | — |
| Total Assets | | $ | 113,697 | | | $ | 101,290 | | | $ | 12,407 | | | $ | — | |
| | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | Liabilities | | | | | | | | |
| Derivatives | | $ | (12,743 | ) | | — |
| | (12,743 | ) | | — |
| Derivatives | | $ | (9,468) | | | — | | | (9,468) | | | — | |
Total Liabilities | | $ | (12,743 | ) | | $ | — |
| | $ | (12,743 | ) | | $ | — |
| Total Liabilities | | $ | (9,468) | | | $ | — | | | $ | (9,468) | | | $ | — | |
| | | (In thousands) | | Fair Value Measurements at Reporting Date Using | (In thousands) | | Fair Value Measurements at Reporting Date Using |
| Description | | December 31, 2016 |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | Description | | December 31, 2020 | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| Assets | | | | | | | | | Assets | | | | | | | | |
| Cash and cash equivalents available for sale: | | | | | | | | | Cash and cash equivalents available for sale: | | | | | | | | |
| Money Market Funds | | $ | 68,577 |
| | $ | 68,577 |
| | $ | — |
| | $ | — |
| Money Market Funds | | $ | 145,466 | | | $ | 145,466 | | | $ | — | | | $ | — | |
| | | Short-term investments available for sale: | | | | | | | | | Short-term investments available for sale: | | | | | | | | |
| Corporate bonds | | 71,357 |
| | — |
| | 71,357 |
| | — |
| Corporate bonds | | 59,923 | | | — | | | 59,923 | | | — | |
| Time deposits | | 1,760 |
| | 1,760 |
| | — |
| | — |
| |
| | | Other Assets: | | Other Assets: | |
| Derivatives | | 15,113 |
| | — |
| | 15,113 |
| | — |
| Derivatives | | 6,124 | | | — | | | 6,124 | | | — | |
Total Assets | | $ | 156,807 |
| | $ | 70,337 |
| | $ | 86,470 |
| | $ | — |
| Total Assets | | $ | 211,513 | | | $ | 145,466 | | | $ | 66,047 | | | $ | — | |
| | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | Liabilities | | | | | | | | |
| Derivatives | | $ | (8,199 | ) | | $ | — |
| | $ | (8,199 | ) | | $ | — |
| Derivatives | | $ | (19,359) | | | $ | — | | | $ | (19,359) | | | $ | — | |
Total Liabilities | | $ | (8,199 | ) | | $ | — |
| | $ | (8,199 | ) | | $ | — |
| Total Liabilities | | $ | (19,359) | | | $ | — | | | $ | (19,359) | | | $ | — | |
We value our available-for-sale short-term investments based on pricing from third party pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. We classify all of our fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of our financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques. We believe all of these sources reflect the credit risk associated with each of our available-for-sale short-term investments. Short-term investments available-for-sale consists of debt securities issued by states of the U.S. and political subdivisions of the U.S., corporate debt securities and debt securities issued by U.S. government organizations and agencies. All of our short-term investments available-for-sale have contractual maturities of less than 52 months.60 months as of December 30, 2020.
Derivatives include foreign currency forward and option contracts. Our foreign currency forward contracts are valued using an income approach (Level 2) based on the spot rate less the contract rate multiplied by the notional amount. Our foreign currency option contracts are valued using a market approach based on the quoted market prices which are derived from observable inputs including current and future spot rates, interest rate spreads as well as quoted market prices of similar instruments. We consider counterparty credit risk in the valuation of our derivatives. However, counterparty credit risk did not impact the valuation of our derivatives during the year ended December 31, 2017.2021. There were not any transfers in or out of Level 1 or Level 2 during the year ended December 31, 2017.2021.
OurAs of December 31, 2020, our short-term investments dodid not include any foreign sovereign debt. The majoritydebt from any country other than the United States. All of our short-term investments that are located outside of the U.S. are denominated in the U.S. dollar with the exceptiondollar.
Non-financial assets such as equity method investments, goodwill, intangible assets, and property, plant and equipment are measured at fair value when there is an indicator of $5.0 million U.S. dollar equivalent of corporate bonds that are denominated in Euro.
We did not have any items that wereimpairment and recorded at fair value only when an impairment is recognized. The amounts related to all assets and liabilities required to be measured at fair value on a nonrecurring basis were not material at December 31, 20172021 and December 31, 2016.2020.
The carrying valuevalues of netcash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of our variable-rate long-term debt contained in the Consolidated Balance Sheets approximates fair value.
Note45– Derivative instruments and hedging activities
We recognize all of our derivative instruments as either assets or liabilities in our statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.
We have direct operations in over 50approximately 40 countries. Sales outside of the Americas accounted for approximately 61%59%, 61%,60% and 59%60% of our revenuesnet sales during each of the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively. Our activities expose us to a variety of market risks, including the effects of changes in foreign currency exchange rates. These financial risks are monitored and managed by us as an integral part of our overall risk management program.
We maintain a foreign currency risk management strategy that uses derivative instruments (foreign currency forward contracts) to help protect our earnings and cash flows from fluctuations caused by the volatility in currency exchange rates. Movements in foreign currency exchange rates pose a risk to our operations and competitive position since exchange rate changes may affect our profitability and cash flow, and the business or pricing strategies of our non-U.S. based competitors.
The vast majority of our foreign sales are denominated in the customers’ local currency. We purchaseuse foreign currency forward contracts as hedges of forecasted sales that are denominated in foreign currencies and as hedges of foreign currency denominated receivables. These contracts are entered into to help protect against the risk that the eventual dollar-net-cash inflows resulting from such sales or firm commitments will be adversely affected by changes in exchange rates. We also purchaseuse foreign currency forward contracts as hedges of forecasted expenses that are denominated in foreign currencies. These contracts are entered into to help protect against the risk that the eventual dollar-net-cash outflows resulting from foreign currency operating and cost of revenue expenses will be adversely affected by changes in exchange rates.
We designate foreign currency forward contracts as cash flow hedges of forecasted revenues or forecasted expenses. In addition, we hedge our foreign currency denominated balance sheet exposures using foreign currency forward contracts that are not designated as hedging instruments. None of our derivative instruments contain a credit-risk-related contingent feature.
Cash flow hedges
To help protect against the reduction in value caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows resulting from international sales over the next one to three years, we have instituted a foreign currency cash flow hedging program. We hedge portions of our forecasted revenue and forecasted expenses denominated in foreign currencies with forward contracts. For forward contracts, when the value of the dollar strengthenschanges significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the forward contracts designated as hedges. We purchaseuse foreign currency forward contracts for up to 100% of our forecasted exposures in selected currencies (primarily in Euro, Japanese yen, Hungarian forint, British pound, Malaysian ringgit, British pound,Korean won, and Chinese yuan, and Hungarian forint)yuan) and limit the duration of these contracts to 40 months or less.
For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (“OCI”)OCI and reclassified into earnings in the same line item (net sales, operating expenses, or cost of sales) associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings or expenses during the current period and are classified as a component of “net foreign exchange gain (loss)”. Hedge effectiveness of foreign currency forwards designated as cash flow hedges areis measured by comparing the hedging instrument’s cumulative change in fair value from inception to maturity to the forecasted transaction’s terminal value.
We held forward contracts with the following notional amounts:
| | | (In thousands) | | U.S. Dollar Equivalent | (In thousands) | | U.S. Dollar Equivalent |
| | | As of December 31, 2017 | | As of December 31, 2016 | | As of December 31, 2021 | | As of December 31, 2020 |
| Chinese yuan | | $ | 39,197 |
| | $ | 27,414 |
| Chinese yuan | | $ | 99,066 | | | $ | 45,553 | |
| Euro | | 177,406 |
| | 123,522 |
| Euro | | 145,351 | | | 219,115 | |
| Japanese yen | | 22,857 |
| | 44,982 |
| Japanese yen | | 43,128 | | | 73,399 | |
| Hungarian forint | | 41,296 |
| | 57,077 |
| Hungarian forint | | 54,939 | | | 82,429 | |
| British pound | | 9,931 |
| | — |
| British pound | | 25,947 | | | 25,133 | |
| Malaysian ringgit | | 28,287 |
| | 42,510 |
| Malaysian ringgit | | 29,624 | | | 36,249 | |
| Korean won | | Korean won | | $ | 21,180 | | | $ | 22,301 | |
| Total forward contracts notional amount | | $ | 318,974 |
| | $ | 295,505 |
| Total forward contracts notional amount | | $ | 419,235 | | | $ | 504,179 | |
The contracts in the foregoing table had contractual maturities of 24 months or less as of December 31, 2021 and 36 months or less atas of December 31, 2017 and December 31, 2016, respectively.2020.
At December 31, 2017,2021, we expect to reclassify $6.0$5.6 million of lossesgains on derivative instruments from accumulated OCI to net sales during the next twelve months when the hedged international sales occur, $1.4$1.7 million of gainslosses on derivative instruments from accumulated OCI to cost of sales when the cost of sales are incurred and $1.4$1.3 million of gainslosses on derivative instruments from accumulated OCI to operating expenses during the next twelve months when the hedged operating expenses occur. Expected amounts are based on derivative valuations at December 31, 2017.2021. Actual results may vary as a result of changes in the corresponding exchange rates subsequent to this date.
The gains and losses recognized in earnings due to hedge ineffectiveness were not material for fiscal years 2017, 2016, and 2015 and are included as a component of net income.
Other Derivatives
Other derivatives not designated as hedging instruments consist primarily of foreign currency forward contracts that we use to hedge our foreign denominated net receivable or net payable positionsmonetary assets and liabilities to help protect against the change in value caused by a fluctuation in foreign currency exchange rates. We typically attempt to hedge up to 90% of our outstanding foreign denominated net receivables or net payables and typically limit the duration of these foreign currency forward contracts to approximately 12090 days. The gain or loss on the derivatives as well as the offsetting gain or loss on the hedge item attributable to the hedged risk is recognized in current earnings under the line item “net foreign exchange gain (loss).“Other (expense) income.” As of December 31, 20172021 and December 31, 2016,2020, we held foreign currency forward contracts that were not designated as hedging instruments with a notional amount of $63$94 million and $60$89 million, respectively.
The following tables present the fair value of derivative instruments on our Consolidated Balance Sheets and the effect of derivative instruments on our Consolidated Statements of Income.
Fair Values
| | | | | | | | | | | | | | | | | | | | |
| | Asset Derivatives |
| | | | December 31, 2021 | | December 31, 2020 |
| (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 | | $ | 8,993 | | | $ | 1,564 | |
| Foreign exchange contracts - LT forwards | | Other long-term assets | | 2,908 | | | 3,117 | |
| | | | $ | 11,901 | | | $ | 4,681 | |
| Derivatives not designated as hedging instruments | | | | | | |
| Foreign exchange contracts - ST forwards | | Prepaid expenses and other current assets | | $ | 506 | | | $ | 1,443 | |
| | | | $ | 506 | | | $ | 1,443 | |
| Total derivatives | | | | $ | 12,407 | | | $ | 6,124 | |
| | | | | | | | | | | | | | | | | | | | |
| | Liability Derivatives |
| | | | December 31, 2021 | | December 31, 2020 |
| (In thousands) | | | | | | |
| | Balance Sheet Location | | Fair Value | | Fair Value |
| Derivatives designated as hedging instruments | | | | | | |
| Foreign exchange contracts - ST forwards | | Other current liabilities | | $ | (6,425) | | | $ | (12,549) | |
| Foreign exchange contracts - LT forwards | | Other long-term liabilities | | (2,377) | | | (6,328) | |
| | | | $ | (8,802) | | | $ | (18,877) | |
| Derivatives not designated as hedging instruments | | | | | | |
| Foreign exchange contracts - ST forwards | | Other current liabilities | | $ | (666) | | | $ | (482) | |
| | | | $ | (666) | | | $ | (482) | |
| Total derivatives | | | | $ | (9,468) | | | $ | (19,359) | |
|
| | | | | | | | | | | | |
| | | Asset Derivatives |
| | | December 31, 2017 | | December 31, 2016 |
| (In thousands) | | | | | | | | |
| | | Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value |
| Derivatives designated as hedging instruments | | | | |
| | | | |
|
| Foreign exchange contracts - ST forwards | | Prepaid expenses and other current assets | | $ | 4,707 |
| | Prepaid expenses and other current assets | | $ | 9,378 |
|
| | | | | | | | | |
| Foreign exchange contracts - LT forwards | | Other long-term assets | | 2,339 |
| | Other long-term assets | | 3,866 |
|
| Total derivatives designated as hedging instruments | | | | $ | 7,046 |
| | | | $ | 13,244 |
|
| | | | | | | | | |
| Derivatives not designated as hedging instruments | | | | |
| | | | |
|
| | | | | | | | | |
| Foreign exchange contracts - ST forwards | | Prepaid expenses and other current assets | | $ | 187 |
| | Prepaid expenses and other current assets | | $ | 1,869 |
|
| Total derivatives not designated as hedging instruments | | | | $ | 187 |
| | | | $ | 1,869 |
|
| | | | | | | | | |
| Total derivatives | | | | $ | 7,233 |
| | | | $ | 15,113 |
|
|
| | | | | | | | | | | | |
| | | Liability Derivatives |
| | | December 31, 2017 | | December 31, 2016 |
| (In thousands) | | | | | | | | |
| | | Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value |
| Derivatives designated as hedging instruments | | | | |
| | | | |
|
| Foreign exchange contracts - ST forwards | | Other current liabilities | | $ | (7,487 | ) | | Other current liabilities | | $ | (4,672 | ) |
| | | | | |
| | | | |
|
| Foreign exchange contracts - LT forwards | | Other long-term liabilities | | (3,959 | ) | | Other long-term liabilities | | (3,352 | ) |
| Total derivatives designated as hedging instruments | | | | $ | (11,446 | ) | | | | $ | (8,024 | ) |
| | | | | |
| | | | |
|
| Derivatives not designated as hedging instruments | | | | |
| | | | |
|
| | | | | |
| | | | |
|
| Foreign exchange contracts - ST forwards | | Other current liabilities | | $ | (1,297 | ) | | Other current liabilities | | $ | (175 | ) |
| Total derivatives not designated as hedging instruments | | | | $ | (1,297 | ) | | | | $ | (175 | ) |
| | | | | | | | | |
| Total derivatives | | | | $ | (12,743 | ) | | | | $ | (8,199 | ) |
The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the years ended December 31, 20172021 and 2016,2020, respectively:
| | | December 31, 2017 | |
| December 31, 2021 | | December 31, 2021 |
| (In thousands) | (In thousands) | (In thousands) |
| Derivatives in Cash Flow Hedging Relationship | | Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | | Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | | Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | | Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) | | Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) | 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 | | $ | (22,788 | ) | | Net sales | | $ | (544 | ) | | Net foreign exchange gain (loss) | | $ | — |
| Foreign exchange contracts - forwards | | $ | 24,082 | | | Net sales | | $ | (4,229) | |
| | | | | | | | |
| Foreign exchange contracts - forwards | | 6,968 |
| | Cost of sales | | (1,165 | ) | | Net foreign exchange gain (loss) | | — |
| Foreign exchange contracts - forwards | | (4,004) | | | Cost of sales | | (452) | |
| | | | | | | | |
| Foreign exchange contracts - forwards | | 6,332 |
| | Operating expenses | | (1,239 | ) | | Net foreign exchange gain (loss) | | — |
| Foreign exchange contracts - forwards | | (2,808) | | | Operating expenses | | (355) | |
| Total | | $ | (9,488 | ) | | | | $ | (2,948 | ) | | | | $ | — |
| Total | | $ | 17,270 | | | | | $ | (5,036) | |
| | | December 31, 2016 | |
| December 31, 2020 | | December 31, 2020 |
| (In thousands) | (In thousands) | (In thousands) |
| Derivatives in Cash Flow Hedging Relationship | | Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | | Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | | Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | | Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) | | Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion) | 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 | | $ | 12,894 |
| | Net sales | | $ | 1,280 |
| | Net foreign exchange gain (loss) | | $ | — |
| Foreign exchange contracts - forwards | | $ | (22,813) | | | Net sales | | $ | 4,322 | |
| | | | | | | | |
| Foreign exchange contracts - forwards | | (128 | ) | | Cost of sales | | (1,924 | ) | | Net foreign exchange gain (loss) | | — |
| Foreign exchange contracts - forwards | | 1,925 | | | Cost of sales | | (2,165) | |
| | | | | | | | |
| Foreign exchange contracts - forwards | | 400 |
| | Operating expenses | | (1,854 | ) | | Net foreign exchange gain (loss) | | — |
| Foreign exchange contracts - forwards | | 1,194 | | | Operating expenses | | (1,603) | |
| Total | | $ | 13,166 |
| | | | $ | (2,498 | ) | | | | $ | — |
| Total | | $ | (19,694) | | | | | $ | 554 | |
| | | (In thousands) | | | | | | | (In thousands) | | | | | | |
| Derivatives not Designated as Hedging Instruments | | Location of Gain (Loss) Recognized in Income | | Amount of Gain (Loss) Recognized in Income | | Amount of Gain (Loss) Recognized in Income | Derivatives not Designated as Hedging Instruments | | Location of Gain (Loss) Recognized in Income | | Amount of Gain (Loss) Recognized in Income | | Amount of Gain (Loss) Recognized in Income |
| | | | | December 31, 2017 | | December 31, 2016 | | | | December 31, 2021 | | December 31, 2020 |
| Foreign exchange contracts - forwards | | Net foreign exchange gain/(loss) | | $ | (5,891 | ) | | $ | 1,911 |
| Foreign exchange contracts - forwards | | Other (expense) income | | $ | (4,944) | | | $ | 810 | |
| | | | | | | | | |
| Total | | | | $ | (5,891 | ) | | $ | 1,911 |
| Total | | | | $ | (4,944) | | | $ | 810 | |
Gains or losses recognized in OCI on the effective portion of our derivatives are reported net of gains or losses reclassified from accumulated OCI into income.
Note56– Inventories
Inventories, net at December 31, 20172021 and December 31, 20162020 consist of the following:
| | | | | | | | | | | | | | |
| (In thousands) | | December 31, 2021 | | December 31, 2020 |
| | | | |
| Raw materials | | $ | 181,676 | | | $ | 99,942 | |
| Work-in-process | | 14,573 | | | 11,307 | |
| Finished goods | | 92,994 | | | 82,763 | |
| Total | | $ | 289,243 | | | $ | 194,012 | |
|
| | | | | | | | |
| (In thousands) | | December 31, 2017 | | December 31, 2016 |
| | | |
| | |
|
| Raw materials | | $ | 91,513 |
| | $ | 92,906 |
|
| Work-in-process | | 8,938 |
| | 9,125 |
|
| Finished goods | | 84,141 |
| | 91,577 |
|
| Total | | $ | 184,592 |
| | $ | 193,608 |
|
Note 67 – Property and equipment
Property and equipment at December 31, 20172021 and December 31, 2016,2020 consist of the following:
| | | | | | | | | | | | | | |
| (In thousands) | | December 31, 2021 | | December 31, 2020 |
| | | | |
| Land | | $ | 12,390 | | | $ | 12,424 | |
| Buildings | | 238,949 | | | 232,094 | |
| Furniture and equipment | | 450,889 | | | 427,807 | |
| | 702,228 | | | 672,325 | |
| Accumulated depreciation | | (448,560) | | | (417,926) | |
| Total, net | | $ | 253,668 | | | $ | 254,399 | |
|
| | | | | | | | |
| (In thousands) | | December 31, 2017 | | December 31, 2016 |
| | | |
| | |
|
| Land | | $ | 33,016 |
| | $ | 32,928 |
|
| Buildings | | 217,533 |
| | 210,188 |
|
| Furniture and equipment | | 368,107 |
| | 353,535 |
|
| | | 618,656 |
| | 596,651 |
|
| Accumulated depreciation | | (368,941 | ) | | (336,195 | ) |
| Total, net | | $ | 249,715 |
| | $ | 260,456 |
|
Depreciation expense for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, was $40 million, $40$40 million and $38 million, respectively.
Note 78 – Intangibleassets, net and Goodwill
Intangible assets at December 31, 20172021 and December 31, 20162020 are as follows:
| | | (In thousands) | | December 31, 2017 | | December 31, 2016 | (In thousands) | | December 31, 2021 | | December 31, 2020 |
| | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Capitalized software development costs | | $ | 116,691 |
| | $ | (30,345 | ) | | $ | 86,346 |
| | $ | 103,887 |
| | $ | (39,180 | ) | | $ | 64,707 |
| Capitalized software development costs | | $ | 45,671 | | | $ | (36,457) | | | $ | 9,214 | | | $ | 115,251 | | | $ | (83,706) | | | $ | 31,545 | |
| Acquired technology | | 96,198 |
| | (87,341 | ) | | 8,857 |
| | 94,124 |
| | (79,485 | ) | | 14,639 |
| Acquired technology | | 148,155 | | | (34,264) | | | 113,891 | | | 105,486 | | | (17,913) | | | 87,573 | |
| Customer relationships | | Customer relationships | | 93,931 | | | (19,717) | | | 74,214 | | | 40,273 | | | (10,026) | | | 30,247 | |
| Patents | | 33,163 |
| | (19,931 | ) | | 13,232 |
| | 31,513 |
| | (17,573 | ) | | 13,940 |
| Patents | | 36,217 | | | (29,316) | | | 6,901 | | | 35,803 | | | (25,578) | | | 10,225 | |
| Other | | 45,565 |
| | (30,707 | ) | | 14,858 |
| | 42,848 |
| | (27,471 | ) | | 15,377 |
| Other | | 32,962 | | | (16,764) | | | 16,198 | | | 27,440 | | | (14,311) | | | 13,129 | |
| Total | | $ | 291,617 |
| | $ | (168,324 | ) | | $ | 123,293 |
| | $ | 272,372 |
| | $ | (163,709 | ) | | $ | 108,663 |
| Total | | $ | 356,936 | | | $ | (136,518) | | | $ | 220,418 | | | $ | 324,253 | | | $ | (151,534) | | | $ | 172,719 | |
Software development costs capitalized in 2017, 2016,2021, 2020, and 20152019 were $43$2 million, $33$4 million, and $33$10 million, respectively, and related amortization expense was $22$24 million, $19$29 million, and $18$28 million, respectively. Capitalized software development costs for the years ended December 31, 2017, 2016,2021, 2020, and 20152019 included costs related to stock basedstock-based compensation of $1.8$0.2 million, $1.3$0.3 million and $1.3$0.5 million, respectively. The related amounts in the table above are net of fully amortized assets.
Amortization of capitalized software development costs is computed on an individual product basis for those products available for market and is recognized based on the product’s estimated economic life, generally which range from three to six years. Acquired technology, customer relationships and other intangible assets are amortized over their useful lives, which range from twofive to eightten years. Patents are amortized using the straight-line method over their estimated period of benefit, generally 10ten to 17seventeen years. Total intangible assets amortization expenses were $34$60 million, $35$48 million, and $36$37 million for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively.
Capitalized software development costs, acquired technology, patents and other intangible assets had weighted-average remaining useful lives of 3.01.7 years, 2.03.5 years, 3.05.0 years, and 4.42.5 years, respectively, as of December 31, 2017.2021. The estimated future amortization expense related to intangible assets as of December 31, 20172021 was as follows:
| | | | | |
| Amount |
| (In thousands) |
| 2022 | $ | 51,279 | |
| 2023 | 43,250 | |
| 2024 | 40,019 | |
| 2025 | 35,383 | |
| 2026 | 22,669 | |
| Thereafter | 27,818 | |
| Total | $ | 220,418 | |
|
| | | |
| | Amount |
| | (In thousands) |
| 2018 | $ | 30,349 |
|
| 2019 | 26,191 |
|
| 2020 | 16,198 |
|
| 2021 | 7,808 |
|
| 2022 | 4,342 |
|
| Thereafter | 38,405 |
|
| Total | $ | 123,293 |
|
Note 8 – Goodwill
A reconciliation of the beginning and ending carrying amounts of goodwill is as follows:
| | | | | |
| Amount |
| (In thousands) |
| Balance as of December 31, 2019 | $ | 262,242 | |
| Acquisitions | 203,065 | |
| Divestiture | (7,221) | |
| |
| Foreign currency translation impact | 9,461 | |
| Balance as of December 31, 2020 | $ | 467,547 | |
| Acquisitions | 114,178 | |
| |
| Purchase price adjustments | 1,973 | |
| Foreign currency translation impact | (7,706) | |
| Balance as of December 31, 2021 | $ | 575,992 | |
|
| | | |
| | Amount |
| | (In thousands) |
| Balance as of December 31, 2015 | $ | 257,718 |
|
| Acquisitions | 419 |
|
| Purchase price adjustments | (1,585 | ) |
| Foreign currency translation impact | (3,355 | ) |
| Balance as of December 31, 2016 | $ | 253,197 |
|
| Acquisitions | — |
|
| Purchase price adjustments | — |
|
| Foreign currency translation impact | 13,586 |
|
| Balance as of December 31, 2017 | $ | 266,783 |
|
The excess purchase price over the fair value of assets acquired is recorded as goodwill. We have one operating segment and one reporting unit. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach based on the market capitalization of the reporting unit. Our annual impairment test was performed as of November 30, 2017. No impairment of goodwill was identified during 2017 and 2016. Goodwill is deductible for tax purposes in certain jurisdictions.
See Note 17 – Acquisitions of Notes to Consolidated Financial Statements for additional discussion related to our acquisitions in 2016.
Note 9 – Leases
The components of operating lease expense were as follows:
| | | | | | | | |
| Years Ended December 31, |
| (In thousands) | 2021 | 2020 |
| Operating Lease Cost (a) | 21,173 | | $ | 21,637 | |
| (a) Includes variable and short-term lease costs | | |
Supplemental cash flow information related to operating leases were as follows:
| | | | | | | | |
| Years Ended December 31, |
| (In thousands) | 2021 | 2020 |
| Cash paid for amounts included in the measurement of lease liabilities: | | |
| Cash paid for operating lease liabilities | $ | 19,087 | | $ | 20,005 | |
| Supplemental non-cash information: | | |
| Operating lease right-of-use assets obtained in exchange for new operating lease obligations | $ | 8,707 | | $ | 12,252 | |
| | |
| | |
| | |
Maturities of lease liabilities as of December 31, 2021 were as follows:
| | | | | | | | | | | |
| (In thousands) | |
| Years ending December 31, | Operating Leases |
| 2022 | $ | 14,541 | |
| 2023 | 10,201 | |
| 2024 | 8,785 | |
| 2025 | 5,843 | |
| 2026 | 5,034 | |
| Thereafter | 2,858 | |
| Total future minimum lease payments | 47,262 | |
| Less imputed interest | 3,657 | |
| Total | $ | 43,605 | |
| | | |
| | Years Ended December 31, |
| | 2021 | 2020 |
| Weighted Average Remaining Lease Term (years) | | | |
| Operating Leases | | 4.3 | 4.6 |
| | | |
| Weighted Average Discount Rate | | | |
| Operating Leases | | 3.8 | % | 4.9 | % |
As of December 31, 2021, we have additional operating leases, that have not commenced during the period, which were not material.
Note 10 – Income taxes
The components of income before income taxes are as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Domestic | | $ | 33,368 | | | $ | 189,486 | | | $ | 98,476 | |
| Foreign | | 70,207 | | | 9,276 | | | 82,068 | |
| Total | | $ | 103,575 | | | $ | 198,762 | | | $ | 180,544 | |
|
| | | | | | | | | | | | |
| (In thousands) | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Domestic | | $ | 46,308 |
| | $ | 43,418 |
| | $ | 50,102 |
|
| Foreign | | 101,072 |
| | 71,217 |
| | 81,177 |
|
| Total | | $ | 147,380 |
| | $ | 114,635 |
| | $ | 131,279 |
|
The provision for income taxes charged to operations is as follows:
| | | (In thousands) | | Years Ended December 31, | (In thousands) | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2021 | | 2020 | | 2019 |
| Current tax expense: | | | | | | | Current tax expense: | | | | | | |
| U.S. federal | | $ | 91,043 |
| | $ | 13,579 |
| | $ | 12,678 |
| U.S. federal | | $ | 10,979 | | | $ | 25,949 | | | $ | 18,212 | |
| State | | 348 |
| | 1,251 |
| | 446 |
| State | | 3,135 | | | 4,793 | | | 2,705 | |
| Foreign | | 9,352 |
| | 22,631 |
| | 11,874 |
| Foreign | | 15,942 | | | 16,590 | | | 10,156 | |
| Total current | | $ | 100,743 |
| | $ | 37,461 |
| | $ | 24,998 |
| Total current | | $ | 30,056 | | | $ | 47,332 | | | $ | 31,073 | |
| Deferred tax expense (benefit): | | | | | | | Deferred tax expense (benefit): | | | | | | |
| U.S. federal | | $ | (4,796 | ) | | $ | 2,373 |
| | $ | 14,148 |
| U.S. federal | | $ | (8,485) | | | $ | 10,056 | | | $ | (9,168) | |
| State | | (151 | ) | | 323 |
| | 747 |
| State | | (732) | | | 885 | | | (1,218) | |
| Foreign | | (827 | ) | | (8,126 | ) | | (3,114 | ) | Foreign | | (6,676) | | | (5,100) | | | (3,045) | |
| Total deferred | | $ | (5,774 | ) | | $ | (5,430 | ) | | $ | 11,781 |
| Total deferred | | $ | (15,893) | | | $ | 5,841 | | | $ | (13,431) | |
| Change in valuation allowance | | — |
| | (130 | ) | | (762 | ) | Change in valuation allowance | | 97 | | | 1,930 | | | 751 | |
| Total provision | | $ | 94,969 |
| | $ | 31,901 |
| | $ | 36,017 |
| Total provision | | $ | 14,260 | | | $ | 55,103 | | | $ | 18,393 | |
Deferred tax liabilities (assets) at December 31, 20172021 and 20162020 were as follows:
| | | | | | | | | | | | | | |
| (In thousands) | | December 31, |
| | 2021 | | 2020 |
| Capitalized software | | $ | 1,956 | | | $ | 7,134 | |
| Depreciation and amortization | | 8,202 | | | 11,142 | |
| Intangible assets | | 25,526 | | | 29,384 | |
| | | | |
| Right of use asset | | 7,246 | | | 9,029 | |
| | | | |
| | | | |
| Unrealized exchange loss | | — | | | 3,658 | |
| Undistributed earnings of foreign subsidiaries | | 2,865 | | | 2,600 | |
| Unrealized gain on derivative instruments | | 481 | | | — | |
| Gross deferred tax liabilities | | 46,276 | | | 62,947 | |
| Operating loss carryforwards | | (92,069) | | | (101,187) | |
| Vacation and other accruals | | (6,188) | | | (6,296) | |
| Inventory valuation and warranty provisions | | (2,566) | | | (2,178) | |
| Doubtful accounts and sales provisions | | (1,759) | | | (1,435) | |
| Unrealized gain on derivative instrument | | — | | | (3,394) | |
| Deferred revenue | | (5,997) | | | (6,831) | |
| Operating lease liabilities | | (7,847) | | | (9,737) | |
| Accrued expenses | | (194) | | | (213) | |
| | | | |
| Global intangible low-taxed income | | (2,714) | | | (2,580) | |
| | | | |
| Stock-based compensation | | (6,786) | | | (6,384) | |
| Research and development tax credit carryforward | | (33) | | | — | |
| | | | |
| Foreign tax credit carryforward | | (1,468) | | | (1,016) | |
| | | | |
| Cumulative translation adjustment on undistributed earnings | | (873) | | | (451) | |
| Unrealized exchange loss | | (758) | | | — | |
| Other | | (3,446) | | | (4,246) | |
| Gross deferred tax assets | | (132,698) | | | (145,948) | |
| Valuation allowance | | 83,630 | | | 93,042 | |
| Net deferred tax (asset) liability | | $ | (2,792) | | | $ | 10,041 | |
|
| | | | | | | | |
| (In thousands) | | December 31, |
| | | 2017 | | 2016 |
| Capitalized software | | $ | 18,361 |
| | $ | 22,694 |
|
| Depreciation and amortization | | 12,927 |
| | 15,535 |
|
| Intangible assets | | 11,647 |
| | 15,285 |
|
| Cumulative translation adjustment on undistributed earnings | | 385 |
|
| — |
|
| Unrealized exchange gain | | 1,338 |
| | — |
|
| Unrealized gain on derivative instruments | | — |
| | 1,827 |
|
| Undistributed earnings of foreign subsidiaries | | 5,330 |
| | 8,917 |
|
| Gross deferred tax liabilities | | 49,988 |
| | 64,258 |
|
| Operating loss carryforwards | | (81,701 | ) | | (65,230 | ) |
| Vacation and other accruals | | (6,242 | ) | | (6,744 | ) |
| Inventory valuation and warranty provisions | | (2,279 | ) | | (1,862 | ) |
| Doubtful accounts and sales provisions | | (804 | ) | | (919 | ) |
| Unrealized exchange loss | | — |
| | (3,408 | ) |
| Deferred revenue | | (7,316 | ) | | (9,249 | ) |
| Accrued expenses | | (495 | ) | | (533 | ) |
| Unrealized loss on derivative instruments | | (924 | ) | | — |
|
| 10% minority stock investment | | — |
| | (916 | ) |
| Stock-based compensation | | (4,540 | ) | | (6,043 | ) |
| Research and development tax credit carryforward | | (297 | ) | | (396 | ) |
| Capital loss carryforward | | (463 | ) | | (395 | ) |
| Foreign tax credit carryforward | | (130 | ) | | (203 | ) |
| Cumulative translation adjustment on undistributed earnings | | — |
| | (393 | ) |
| Other | | (1,118 | ) | | (636 | ) |
| Gross deferred tax assets | | (106,309 | ) | | (96,927 | ) |
| Valuation allowance | | 77,504 |
| | 61,679 |
|
| Net deferred tax liability | | $ | 21,183 |
| | $ | 29,010 |
|
A reconciliation of income taxes at the U.S. federal statutory income tax rate to our effective tax rate follows:
| | | | | Years Ended December 31, | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2021 | | 2020 | | 2019 |
| U.S. federal statutory rate | | 35 | % | | 35 | % | | 35 | % | U.S. federal statutory rate | | 21 | % | | 21 | % | | 21 | % |
| Foreign taxes greater (less) than federal statutory rate | | (12 | ) | | (7 | ) | | (1 | ) | Foreign taxes greater (less) than federal statutory rate | | (3) | | | 6 | | | — | |
| Outside basis difference on asset held for sale | | Outside basis difference on asset held for sale | | — | | | 2 | | | (6) | |
| Research and development tax credits | | (3 | ) | | (3 | ) | | (3 | ) | Research and development tax credits | | (4) | | | (2) | | | (3) | |
| Enhanced deduction for certain research and development expenses | | (3 | ) | | (2 | ) | | (7 | ) | Enhanced deduction for certain research and development expenses | | (5) | | | (2) | | | (3) | |
| State income taxes, net of federal tax benefit | | — |
| | 1 |
| | 1 |
| State income taxes, net of federal tax benefit | | 2 | | | 1 | | | — | |
| Employee share-based compensation | | — |
| | 1 |
| | 1 |
| |
| Nondeductible officer compensation | | Nondeductible officer compensation | | 2 | | | 1 | | | 1 | |
| | Change in intercompany prepaid tax asset | | (2 | ) | | 1 |
| | 1 |
| Change in intercompany prepaid tax asset | | (1) | | | 1 | | | — | |
| Change in valuation allowance | | — |
| | — |
| | (1 | ) | |
| | Foreign-derived intangible income deduction | | Foreign-derived intangible income deduction | | (4) | | | (2) | | | (3) | |
| Global intangible low-taxed income inclusion ("GILTI") | | Global intangible low-taxed income inclusion ("GILTI") | | 2 | | | — | | | 1 | |
| Amortization of intangible assets | | 1 |
| | 1 |
| | — |
| Amortization of intangible assets | | 3 | | | 1 | | | — | |
| Remeasurement of U.S. deferred tax balance | | (10 | ) | | — |
| | — |
| |
| | Transition tax on deferred foreign income | | 54 |
| | — |
| | — |
| Transition tax on deferred foreign income | | — | | | — | | | 1 | |
| Global intangible low-taxed income deferred | | Global intangible low-taxed income deferred | | — | | | — | | | — | |
| Foreign tax on undistributed foreign earnings | | 3 |
| | — |
| | — |
| Foreign tax on undistributed foreign earnings | | — | | | — | | | — | |
| Other | | 1 |
| | 1 |
| | 1 |
| Other | | 1 | | | 1 | | | 1 | |
| Effective tax rate | | 64 | % | | 28 | % | | 27 | % | Effective tax rate | | 14 | % | | 28 | % | | 10 | % |
The Tax Cuts and Jobs Act was enacted on December 22, 2017.2017 (the "Tax Act"). The Act reducesreduced the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings. In 2018 and 2017, we recorded tax expense related to the enactment-date effects of the Act that included recording the one-time transition tax liability related to undistributed earnings of certain foreign subsidiaries that were not previously taxed, adjusting deferred tax assets and liabilities and recognizing the effects of electing to account for GILTI in deferred taxes. As of December 31, 2017, we have not completed our accounting for the tax effects of enactment of the Act. However, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. We have recognized a provisional amount of $69.9 million, which iswas included as a component of income tax expense from continuing operations. We will continueDuring 2018, we reduced the provisional amounts recorded at December 31, 2017 by $4.2 million and included these adjustments as a reduction of income tax expense from continuing operations. During 2019, we recorded a $2.6 million net tax expense related to make and refine our calculations as additional analysis is completed. Our estimates may also be affected as we gain a more thorough understanding of the tax law.
Provisional Amounts
Deferred tax assets and liabilities: We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reversean increase in the future, which is generally 21%. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional benefit recorded related to the remeasurement of our deferred tax balance was $15.1 million.
Transition Tax: The2017 one-time transition tax is based on our total post-1986accumulated foreign earnings and profits (“E&P”) that we previously deferred from US income taxes. We recordedas a provisionalresult of final tax regulations issued in 2019. The amount for our one-timeof transition tax liability for our foreign subsidiaries, resultingpayable as of December 31, 2021 was $61.2 million, of which $7 million is due in an increase in income tax expense of $79.7 million. We have not yet completed our calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition taxnext 12 months and $54.2 million is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from US federal taxation and finalize the amounts held in cash or other specified assets.
payable during 2023 through 2025.
As of December 31, 2017, unremitted earnings from our foreign subsidiaries were approximately $867 million and have been included in our computation of the transition tax. We recorded a provisional amount of $5.3 million for foreign withholding and distribution taxes on these earnings as these amounts are not expected to be indefinitely reinvested. We have not provided additional income taxes for any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practicable.
As of December 31, 2017,2021, we had a federal tax net operating loss carryforwardcarryforwards of $0.4$2.0 million, which expires in the years 2034 to 2035, a federal capital loss carryforward of $2.1 million which expires during the years 2018 to 2021,may be carried forward indefinitely, and federal tax credit carryforwards of $0.4$1.5 million which expire during the years 20212028 to 2034.2031. Certain of these carryforwards are subject to limitations following a change in ownership. We do not expect to utilize certain of these tax credit carryforwards and have recorded a valuation allowance of $1.5 million against those credits at December 31, 2021.
As of December 31, 2017, 132021, 28 of our subsidiaries had available, for income tax purposes, foreign net operating loss carryforwards of an aggregate of approximately $884.0$963 million, of which $875$872 million expires during the years 20202022 to 20262038 and $9$91 million of which may be carried forward indefinitely. Our tax valuation allowance relates primarily to our ability to realize certain of these foreign net operating loss carryforwards.
Effective January 1, 2010, a new tax law in Hungary provided for an enhanced deduction for the qualified research and development expenses of NI Hungary Software and Hardware Manufacturing Kft. (“NI Hungary”). During the three months ended December 31, 2009, we obtained confirmation of the application of this new tax law for the qualified research and development expenses of NI Hungary. Based on the application of this new tax law to the qualified research and development expense of NI Hungary, we do not expect to have sufficient future taxable income in Hungary to realize the benefits of NI Hungary’s deferred tax assets. Therefore, we had a full valuation allowance against those assets at December 31, 2017.2021.
Earnings from our operations in Malaysia are free of tax under a tax holiday effective January 1, 2013. This tax holiday expires in 2027.2037. If we fail to satisfy the conditions of the tax holiday, this tax benefit may be terminated early. The tax holiday in Malaysia resulted in income tax benefits of $5.5$3.9 million and $3.3$2.0 million for the years ended December 31, 20172021 and 2016,2020, respective1y. The impact of the tax holiday on a per share basis for each of the years ended December 31, 20172021 and 20162020 was a benefit of $0.04$0.03 and $0.03$0.02 per share, respectively.
We have not provided for foreign withholding or distribution taxes on approximately $2.4 million of certain non-U.S. subsidiaries' undistributed earnings as of December 31, 2021. These earnings would become subject to withholding or distribution taxes of approximately $194,000, if they were remitted to the parent company as dividends. We intend to permanently reinvest these undistributed earnings.
We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:
| | | (In thousands) | | December 31, 2017 | | December 31, 2016 | (In thousands) | | December 31, 2021 | | December 31, 2020 |
| Balance at beginning of period | | $ | 11,719 |
| | $ | 12,496 |
| Balance at beginning of period | | $ | 10,488 | | | $ | 6,030 | |
| Additions based on tax positions related to the current year | | 1,763 |
| | 2,296 |
| Additions based on tax positions related to the current year | | 232 | | | 6,866 | |
| Additions for tax positions of prior years | | 399 |
| | 435 |
| |
| | Reductions as a result of the closing of open tax periods | | (3,723 | ) | | (3,508 | ) | Reductions as a result of the closing of open tax periods | | (1,360) | | | (2,408) | |
| Balance at end of period | | $ | 10,158 |
| | $ | 11,719 |
| Balance at end of period | | $ | 9,360 | | | $ | 10,488 | |
All of our gross unrecognized tax benefits at December 31, 20172021 would affect our effective income tax rate if recognized. As of December 31, 2017,2021, it is reasonably possible that we will recognize gross tax benefits in the amount of $1.5 million in the next twelve months due to the closing of open tax years. The nature of the uncertainty is related to deductions taken on returns that have not been examined by the applicable tax authority.
We recognize interest and penalties related to income tax matters in income tax expense. During each of the years ended December 31, 20172021 and 2016,2020, we recognized interest expense related to uncertain tax positions of approximately $0.2 million and $0.3 million, respectively. As of December 31, 2021, and 2020, we had approximately $0.3 million and $0.4 million.million accrued for interest related to uncertain tax positions, respectively.
The tax years 20082015 through 20172021 remain open to examination by the major taxing jurisdictions to which we are subject. The Internal Revenue Service ("IRS") concluded an examination of our U.S. income tax returns for 2010 and 2011 in the third quarter of 2014.
Note 1011 – Comprehensive income
Our comprehensive income is comprised of net income, foreign currency translation, unrealized gains and losses on forward contracts and debt securities classified as available-for-sale. The accumulated other comprehensive income, net of tax, for the years ended December 31, 20172021 and 2016,2020, consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| (In thousands) | | Currency translation adjustment | | Investments | | Derivative instruments | | Accumulated other comprehensive income (loss) |
| Balance as of December 31, 2020 | | $ | (10,066) | | | $ | (426) | | | $ | (10,334) | | | $ | (20,826) | |
| Current-period other comprehensive (loss) income | | (13,113) | | | 420 | | | 12,234 | | | (459) | |
| Reclassified from accumulated OCI into income | | — | | | — | | | 5,036 | | | 5,036 | |
| Income tax benefit (expense) | | — | | | 6 | | | (3,888) | | | (3,882) | |
| Balance as of December 31, 2021 | | $ | (23,179) | | | $ | — | | | $ | 3,048 | | | $ | (20,131) | |
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2017 |
| (In thousands) | | Currency translation adjustment | | Investments | | Derivative instruments | | Accumulated other comprehensive income (loss) |
| Balance as of December 31, 2016 | | $ | (37,174 | ) | | $ | (669 | ) | | $ | 3,222 |
| | $ | (34,621 | ) |
| Current-period other comprehensive income (loss) | | 24,470 |
| | (120 | ) | | (6,540 | ) | | 17,810 |
|
| Reclassified from accumulated OCI into income | | — |
| | — |
| | (2,948 | ) | | (2,948 | ) |
| Income tax benefit (expense) | | (13 | ) | | 7 |
| | 3,256 |
| | 3,250 |
|
| Balance as of December 31, 2017 | | $ | (12,717 | ) | | $ | (782 | ) | | $ | (3,010 | ) | | $ | (16,509 | ) |
| | | | | December 31, 2016 | | December 31, 2020 |
| (In thousands) | | Currency translation adjustment | | Investments | | Derivative instruments | | Accumulated other comprehensive income (loss) | (In thousands) | | Currency translation adjustment | | Investments | | Derivative instruments | | Accumulated other comprehensive income (loss) |
| Balance as of December 31, 2015 | | $ | (31,871 | ) | | $ | (857 | ) | | $ | (5,362 | ) | | $ | (38,090 | ) | |
| Balance as of December 31, 2019 | | Balance as of December 31, 2019 | | $ | (25,831) | | | $ | (85) | | | $ | 4,846 | | | $ | (21,070) | |
| Current-period other comprehensive income (loss) | | (5,697 | ) | | 210 |
| | 10,668 |
| | 5,181 |
| Current-period other comprehensive income (loss) | | 15,765 | | | (398) | | | (19,139) | | | (3,772) | |
| Reclassified from accumulated OCI into income | | — |
| | — |
| | 2,498 |
| | 2,498 |
| Reclassified from accumulated OCI into income | | — | | | — | | | (554) | | | (554) | |
| Income tax benefit (expense) | | 394 |
| | (22 | ) | | (4,582 | ) | | (4,210 | ) | Income tax benefit (expense) | | — | | | 57 | | | 4,513 | | | 4,570 | |
| Balance as of December 31, 2016 | | $ | (37,174 | ) | | $ | (669 | ) | | $ | 3,222 |
| | $ | (34,621 | ) | |
| Balance as of December 31, 2020 | | Balance as of December 31, 2020 | | $ | (10,066) | | | $ | (426) | | | $ | (10,334) | | | $ | (20,826) | |
Note 1112 – Authorized shares of common and preferred stock and stock-based compensation plans
Authorized shares of common and preferred stock
Following approval by the Company’s Board of Directors and stockholders, on May 14, 2013, the Company’s certificate of incorporation was amended to increase the authorized shares of common stock by 180,000,000 shares to a total of 360,000,000 shares. As a result of this amendment, theThe total number of shares which the Company iswe 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 option plansStock-Based Compensation Plan
Our stockholders approved the 1994 Incentive Stock Option Plan (the “1994 Plan”) in May 1994. At the time of approval, 13,668,750 shares of our common stock were reserved for issuance under this plan. In 1997, an additional 10,631,250 shares of our common stock were reserved for issuance under this plan, and an additional 1,125,000 shares were reserved for issuance under this plan in 2004. The 1994 Plan terminated in May 2005, except with respect to outstanding awards previously granted thereunder. There have been no outstanding awards under the 1994 Plan since 2015.
The aggregate intrinsic value of stock options at exercise was $0, $0 and $0.4 million for the years ended December 31, 2017, 2016, and 2015, respectively. There was no unrecognized stock-based compensation expense related to unvested stock options as of December 31, 2017.
Restricted stock plans
Our stockholders approved our 2005 Incentive Plan (the “2005 Plan”) inon May 10, 2005. At the time of approval, 4,050,000 shares of our common stock were reserved for issuance under this plan,the 2005 Plan, as well as the number of shares which had been reserved but not issued under theour 1994 Incentive Stock Options Plan (our incentive stock option plan(the "1994 Plan"), which terminated in May 2005),2005, and any shares that returned to the 1994 Plan as a result of termination of options or repurchase of shares issued under such plan. The 2005 Plan provided for the granting of incentive awards in the form of restricted stock and RSUs to directors, executive officers and employees of the Company and its subsidiaries. Awards vest over a three, five or ten-year period, beginning on the date of grant. Vesting of 10 yearten-year awards may accelerate based on the Company’sour previous year’s earnings and growth but 10 yearten-year awards cannot accelerate to vest over a period of less than 5five years. The 2005 Plan terminated on May 11, 2010, except with respect to outstanding awards previously granted thereunder. There were 3,362,304 shares of common stock that were reserved but not issued under the 1994 Plan and the 2005 Plan as of May 11, 2010.
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 this plan,the 2010 Plan, as well as the 3,362,304 shares of common stock that were reserved but not issued under the 1994 Plan and 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 thesethose 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 yearten-year awards may accelerate based on the Company’sour previous year’s earnings and growth but ten yearten-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 this plan,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 the 2010 PlansPlan as a result of the forfeiture or termination of options or RSUs or repurchase of shares issued under thesethose 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.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 yearten-year awards may accelerate based on the Company’sour previous year’s earnings and growth but ten yearten-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 3,840,255567,142 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 1994 Plan, 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 3,249,365 shares available for grant under the 20152020 Plan atas of December 31, 2017. 2021.
We adopted ASU 2016-09 Improvements to Employee Share-Based Accounting for the year ended December 31, 2017.In accordance with ASU 2016-09, we elected to adjust compensation expense recorded as forfeitures
During the year ended December 31, 2017,2021, we did not make any other changes in accounting principles or methods of estimates related to the 2010, 2015 and 20152020 Plans.
Transactions under our 2010 Plan, 2015 Plan and 20152020 Plan are summarized as follows:
| | | | | | | | RSUs |
| | | RSUs | | Number of RSUs | | Weighted average grant price per share |
| | | Number of RSUs | | Weighted average grant price per share | |
| Outstanding at December 31, 2014 | | 2,845,419 |
| | $ | 26.90 |
| |
| Outstanding at December 31, 2018 | | Outstanding at December 31, 2018 | | 3,178,536 | | | $ | 36.91 | |
| Granted | | 951,265 |
| | $ | 31.39 |
| Granted | | 1,306,387 | | | $ | 46.76 | |
| Earned | | (709,724 | ) | | $ | 28.60 |
| Earned | | (958,995) | | | $ | 35.86 | |
| Canceled | | (200,219 | ) | | $ | 28.39 |
| Canceled | | (236,291) | | | $ | (38.82) | |
| Outstanding at December 31, 2015 | | 2,886,741 |
| | $ | 28.64 |
| |
| Outstanding at December 31, 2019 | | Outstanding at December 31, 2019 | | 3,289,637 | | | $ | 40.99 | |
| Granted | | 791,932 |
| | $ | 28.02 |
| Granted | | 2,347,725 | | | $ | 40.27 | |
| Earned | | (676,322 | ) | | $ | 27.57 |
| Earned | | (1,105,559) | | | $ | 40.02 | |
| Canceled | | (196,150 | ) | | $ | 28.73 |
| Canceled | | (490,541) | | | $ | 40.74 | |
| Outstanding at December 31, 2016 | | 2,806,201 |
| | $ | 28.76 |
| |
| Outstanding at December 31, 2020 | | Outstanding at December 31, 2020 | | 4,041,262 | | | $ | 40.88 | |
| Granted | | 1,205,920 |
| | $ | 34.57 |
| Granted | | 1,757,606 | | | $ | 45.67 | |
| Earned | | (666,786 | ) | | $ | 28.05 |
| Earned | | (1,389,110) | | | $ | 39.92 | |
| Canceled | | (192,371 | ) | | $ | 29.73 |
| Canceled | | (447,300) | | | $ | 41.54 | |
| Outstanding at December 31, 2017 | | 3,152,964 |
| | $ | 31.07 |
| |
| Outstanding at December 31, 2021 | | Outstanding at December 31, 2021 | | 3,962,458 | | | $ | 43.26 | |
Total unrecognized stock-based compensation expense related to non-vested RSUs was approximately $70.6$209.0 million as of December 31, 2017,2021, related to 3,152,9643,962,458 shares with a per share weighted average fair value of $31.07.$43.26. We anticipate this expense to be recognized over a weighted average period of approximately 4.292.31 years.
Performance-based stock units
During the year ended December 31, 2021 and 2020, we granted 130,006 and 144,647, of PRSUs, to executive officers pursuant to the 2020 Plan and 2015 Plan, respectively. The PRSUs may be earned based on our total shareholder return ("TSR") compared to the TSR of the Russell 2000 Index (the “Index”) over a three-year performance period. For the PRSUs granted during the year ended December 31, 2021, the three-year performance period commenced on January 1, 2021, and will end on December 31, 2023, and for the PRSUs granted during the year ended December 31, 2019, the three-year performance period commenced on January 1, 2020 and will end on December 31, 2022, using the average daily closing price over a 30-day lookback in each case. The number of awards earned could range from zero to 2 times the target number of shares granted.
The fair values of PRSUs are estimated using a Monte Carlo simulation. The determination of fair value of the PRSUs are 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:
| | | | | | | | |
| Twelve Months Ended |
| December 31, 2021 | December 31, 2020 |
| Number of simulations | 100,000 | 100,000 |
| Expected volatility | 40.60% | 27.41% |
| Expected life in years | 2.95 years | 2.92 years |
| Risk-free interest rate | 0.21% | 1.38% |
| Dividend yield | 2.66% | 2.32% |
The weighted average grant date fair value of the market-based awards, as determined by the Monte Carlo valuation model, was $66.97 per share and $61.00 per share in 2021 and 2020, respectively.
Employee stock purchase plan
Our employee stock purchase plan 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 this plan. On May 9, 2017,14, 2019, our stockholders approved an additional 3,000,000 shares for issuance under our employee stock purchase plan, and at December 31, 2017,2021, we had 2,867,8972,061,521 shares of common stock reserved for future issuance under this plan. We issued 1,065,154997,671 shares under this plan in the year ended December 31, 2017.2021. The weighted average purchase price of the shares under this plan was $28.11$32.59 per share.
The grant date fair value of the purchase rights was estimated using the Black-Scholes model with the following assumptions:
| | | | | | | | | | 2021 | | 2020 | | 2019 |
| | | 2017 | | 2016 | | 2015 | |
| Dividend expense yield | | 0.650 | % | | 0.700 | % | | 0.625 | % | |
| Dividend yield | | Dividend yield | | 0.653 | % | | 0.620 | % | | 0.558 | % |
| Expected life | | 3 months |
| | 3 months |
| | 3 months |
| Expected life | | 3 months | | 3 months | | 3 months |
| Expected volatility | | 18 | % | | 22 | % | | 21 | % | Expected volatility | | 35 | % | | 47 | % | | 34 | % |
| Risk-free interest rate | | 0.48 | % | | 0.15 | % | | 0.02 | % | Risk-free interest rate | | 0.71 | % | | 1.26 | % | | 2.32 | % |
Weighted average, grant date fair value of purchase rights granted under the employee stock purchase plan are as follows:
|
| | | | | | | |
| | | Number of Shares | | Weighted average fair value per share |
| 2015 | | 1,108,153 |
| | $ | 5.58 |
|
| 2016 | | 1,217,829 |
| | $ | 5.37 |
|
| 2017 | | 1,065,154 |
| | $ | 6.80 |
|
| | | | | | | | | | | | | | |
| | Number of Shares | | Weighted average fair value per share |
| 2019 | | 909,274 | | | $ | 9.40 | |
| 2020 | | 1,026,578 | | | $ | 8.80 | |
| 2021 | | 997,671 | | | $ | 9.17 | |
During the year ended December 31, 2017,2021, we did not make any changes in accounting principles or methods of estimates with respect to the employee stock purchase plan.
AuthorizedPreferred 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 its adoption of a Preferred Stock Rights Agreement which expired on May 10, 2014. There were no shares of preferred stock issued and outstanding as of December 31, 2017. 2021.
Stock repurchases and retirements
From time to time,On April 21, 2010, our Board of Directors has authorized a program to repurchase of shares of our common stock from time to time, depending on market conditions and other factors. We didfactors (the "Program"). The Board of Directors has amended the Program several times over the years to increase the number of shares that may be purchased under the Program. Most recently, on October 23, 2019, our Board amended the Program to increase the number of shares that may be repurchased by 3,000,000 shares. At December 31, 2021, there were 270,445 shares remaining available for repurchase under the Program. The Program does not make any purchases under this programhave an expiration date. Under the Program, during the twelve monthsyear ended December 31, 2017. We2021, we repurchased a total of 206,7801,339,498 shares of our common stock at a weighted average price per share of $27.25$41.06. Under the Program, during the twelve monthsyear ended December 31, 2016. At December 31, 2017, there were 1,134,2472020, we repurchased 1,390,057 shares remaining available for repurchase under this program. This repurchaseof our common stock at a weighted average price per share of $35.04. Under the current program, does not have an expiration date.
At December 31, 2017, there were no options outstanding as all remaining options were either exercised or expiredand during the twelve month periodyear ended December 31, 2015.2019, we repurchased 4,000,000 shares of our common stock at a weighted average price per share of $42.83. (See Note 20 –Subsequent events of Notes to Consolidated Financial Statements for the new repurchase program approved by our Board).
Note 1213 – Employee retirement plan
We have a defined contribution retirement plan pursuant to Section 401(k) of the Internal Revenue Code. Substantially all domestic employees with at least 30 days of continuous service are eligible to participate and, subject to annual IRS limitations, may contribute up to 15%80% of their compensation to such plan. The Board of Directors has elected to make matching contributions equal to 50% of employee contributions, which could be applied to up to 8% of each participant’s compensation during 20172021, 2020 and up to 6% of each participant's compensation during 2016 and 2015.2019. Employees are eligible for matching contributions after one year of continuous service. Company contributions vest immediately. Our policy prohibits participants from direct investment in shares of our common stock within the plan. Company contributions charged to expense were $9.5 million, $7.1$9.3 million and $6.8$9.6 million in 2017, 2016,2021, 2020, and 2015,2019, respectively.
Note 1314 –Segment and geographic information
We operate as one1 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 in one1 operating segment, all required financial segment information can be found in the condensed consolidated financial statements and the notes thereto.
TotalWe sell our products in 3 geographic regions which consist of Americas; EMEA; and 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 is 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 areas in which we operate,operate).
The following tables present summarized information for net sales by country. Revenues from external customers are as follows:
|
| | | | | | | | | | | | |
| (In thousands) | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Net sales: | | | | | | |
| Americas | | $ | 504,626 |
| | $ | 482,039 |
| | $ | 496,746 |
|
| EMEIA | | 408,625 |
| | 389,843 |
| | 409,119 |
|
| APAC | | 376,135 |
| | 356,297 |
| | 319,591 |
|
| Total | | $ | 1,289,386 |
| | $ | 1,228,179 |
| | $ | 1,225,456 |
|
Based ongenerally attributed to countries based upon the billing location of the customer, totalcustomer's location. Net sales attributable to each individual foreign country outside the U.S. and China were not material.
| | | | | | | | | | | | | | |
| United States | China(1) | Rest of the World | Total |
| (in millions) |
| Net sales: | | | | |
| Year ended December 31, 2021 | $ | 566 | | $ | 233 | | $ | 671 | | $ | 1,470 | |
| Year ended December 31, 2020 | $ | 482 | | $ | 201 | | $ | 604 | | $ | 1,287 | |
| Year ended December 31, 2019 | $ | 503 | | $ | 200 | | $ | 650 | | $ | 1,353 | |
| (1): Includes Mainland China and Hong Kong Special Administrative Region |
The following table presents summarized information for years ended December 31, 2017, 2016,long-lived assets by country. Long-lived assets attributable to each individual country outside the U.S., Hungary and 2015Malaysia were $816 million, $773 million, and $762 million, respectively.
Totalnot material. The long-lived assets presented below consist of property, plant, and equipment net, outside the U.S. for the years ended December 31, 2017, 2016, and 2015 were $132 million, $133 million,operating lease right-of-use assets and $138 million, respectively. excludes intangible assets.
| | | | | | | | | | | | | | | | | |
| (in millions) | United States | Hungary | Malaysia | Rest of the World | Total |
| Long-lived Assets: | | | | | |
| December 31, 2021 | $ | 128 | | $ | 51 | | $ | 76 | | $ | 57 | | $ | 312 | |
| December 31, 2020 | $ | 127 | | $ | 52 | | $ | 75 | | $ | 68 | | $ | 322 | |
Note 1415 - Debt
On May 9, 2013,June 18, 2021, we entered into a Loanthe Second Amended and Restated Credit Agreement (the “Loan Agreement”"Credit Agreement") with Wells Fargo Bank, National Association, as the administrative agent, swingline lender and issuing lender (the “Lender”“Administrative Agent”)., Wells Fargo Securities, LLC, as sole lead arranger and bookrunner, and the lenders party thereto. The LoanCredit Agreement providedamended and restated and refinanced our prior Amended and Restated Credit Agreement, dated as of June 12, 2020 (as further amended on October 30, 2020, the "Prior Credit Agreement"), by and among us, the lenders from time-to-time party thereto and Administrative Agent. All outstanding loans under the Prior Credit Agreement were repaid in full in connection with the entry into the Credit Agreement.
The Credit Agreement provides for a $50secured revolving loan facility in an aggregate principal amount of up to $500 million unsecuredat any time outstanding, with a sublimit of $25 million for the issuance of letters of credit. Subject to the terms and conditions of the Credit Agreement, including obtaining commitments from existing lenders or new lenders, we may request term loans or additional revolving commitments. Pursuant the Credit Agreement, the revolving line of credit with a scheduled maturity date of May 9, 2018 (the “Maturity Date”). On October 29, 2015, we entered into a First Amendment to Loanterminates, and all revolving loans under the Credit Agreement (the “Amendment”) with the Lender, which amended our Loan Agreement to among other things, (i) increase the unsecured revolving line of credit from $50.0 million to $125.0 million, (ii) extend the Maturity Date of the line of credit from May 9, 2018 to October 29, 2020,will be due and (iii) provide us with an option to request increases to the line of credit of up to an additional $25.0 million in the aggregate, subject to consent of the Lender and terms and conditions to be mutually agreed between us and the Lender.payable, on June 18, 2026.
The revolving loans bearand term 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) a LIBOR loan interest rate of LIBOR for an interest period of one month plus 1.00%, in each case, plus a margin of 0.25% to 0.75%, or (ii) LIBOR 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 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 interest coverage ratio of greater than or equal to 3.00 to 1.00, in each case determined in accordance with the LoanCredit Agreement.
The Credit Agreement plusprovides for a spreadcommitment fee of 0%0.150% to 0.5%, or a LIBOR rate plus a spread of 1.125% to 2.0%, in each case with such spread0.250% per annum, determined based upon our consolidated total net leverage ratio, on the average daily unused amount 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 ratioguaranty agreement ("Guaranty") in favor of consolidated indebtedness to EBITDA, determinedthe Administrative Agent guarantying the obligations of the Company under the Credit Agreement, among other things. As of December 31, 2021, there were no Subsidiary Guarantors, and no Guaranty had been executed in accordanceconnection with the LoanCredit Agreement. Principal, togetherIn connection with the Credit Agreement, we have entered (and our future Subsidiary Guarantors will enter into an Amended and Restated Collateral Agreement pursuant to which we and our Subsidiary Guarantors from time-to-time have granted (or will grant) a lien on substantially all accruedof our and unpaid interest, is duetheir assets to secure our and payable ontheir obligations under the Maturity Date. We are also obligated to pay a quarterly commitment fee, payable in arrears, based onCredit Agreement and the available commitments at a rate of 0.175% to 0.300%, with such rate determined based on the ratio described above. Guaranty.
The LoanCredit Agreement contains customary affirmative and negative covenants. The affirmative covenants include, among other things, delivery of financial statements, compliance certificates and notices;notices, payment of taxes and other obligations;obligations, maintenance of existence;existence, maintenance of properties and insurance;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 Loan Agreement also requires us to maintain a ratio of consolidated indebtedness to EBITDA equal to or less than 3.25 to 1.00, and a ratio of consolidated EBITDA to interest expense greater than or equal to 3.00 to 1.00, in each case determined in accordance with the Loan Agreement. As of December 31, 2017, we were in compliance with all covenants in the Loan Agreement.
The LoanCredit 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 lenderAdministrative 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 LoanCredit Agreement. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the LoanCredit Agreement at a per annum rate of interest equal to 2.00% above the otherwise applicable interest rate.
Proceeds of revolving loans made underof the LoanCredit Agreement may be used for working capital and other general corporate purposes. We may prepay the loans under the LoanCredit Agreement in whole or in part at any time without premium or penalty. Certain
The following table presents the amounts outstanding related to our borrowing arrangements discussed above as of our existingDecember 31, 2021, and future material domestic subsidiaries are required to guaranty our obligations under the Loan Agreement.2020, respectively (in thousands):
| | | | | | | | |
| December 31, | December 31, |
| 2021 | 2020 |
| Secured | | |
| 2020 term loan (effective interest rate of 1.7%) | $ | — | | $ | 98,750 | |
| 2021 revolving line of credit (effective interest rate of 1.4%) | 300,000 | | — | |
| | |
| Total Debt | 300,000 | | 98,750 | |
| Less: Unamortized debt issuance costs | — | | (1,714) | |
| Less: Current Portion of Total Debt | — | | (5,000) | |
| Total Debt, non-current | $ | 300,000 | | $ | 92,036 | |
As of December 31, 2017, we had outstanding $02021, debt issuance costs of approximately $2.5 million attributable to our revolving credit facility are presented within "Other long-term assets" in borrowings under thisour Consolidated Balance Sheet. These amounts are amortized to interest expense ratably over the life of the revolving line of credit. During the years ended December 31, 2017 and 2016, we incurred interest expense related to our outstanding borrowings of $457,000 and $534,000, respectively. As of December 31, 2017 and 2016, our weighted-average annual interest rate on the line of credit was 2.4% and 1.6%, respectively.
Note 1516 – Commitments and Contingencies
We have commitments under non-cancelable operating leases primarily for office facilities throughout the world. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Future minimum lease payments as of December 31, 2017,2021, for each of the next five years are as follows:
|
| | | |
| | Amount |
| | (In thousands) |
| 2018 | $ | 20,012 |
|
| 2019 | 15,696 |
|
| 2020 | 10,875 |
|
| 2021 | 7,853 |
|
| 2022 | 5,298 |
|
| Thereafter | 17,570 |
|
| Total | $ | 77,304 |
|
| | | | | |
| Amount |
| (In thousands) |
| 2022 | $ | 14,541 | |
| 2023 | 10,201 | |
| 2024 | 8,785 | |
| 2025 | 5,843 | |
| 2026 | 5,034 | |
| Thereafter | 2,858 | |
| Total | $ | 47,262 | |
Rent expense under operating leases was approximately $20$21 million for each of the yearsyear ended December 31, 2017, 2016, and 2015, respectively.
As of2021, $23 million for the year ended December 31, 2017,2020 and $21 million for the year ended December 31, 2019.
In the ordinary course of business, we hadenter into purchase orders with suppliers for the purchase of goods and services, including non-cancelable purchase commitments with various suppliers ofagreements for customized inventory and inventory components totaling approximately $9.1 million over("unconditional purchase obligations"). The majority of our unconditional purchase obligations relate to amounts due within the next twelve12 months.
As of December 31, 2017, we had2021, our future payments under noncancellable unconditional purchase obligations with a remaining term in excess of one year were approximately $11.7 million. As of December 31, 2021, our outstanding guarantees for payment of customs and foreign grants totaling approximately $2.6 million, which are generally payable over the next twelve months. were not material.
Note 1617– Litigation
We are not currently a party to any material litigation. However, in the ordinary course of our business, we have in the past, are currently and may likely become involved in a limited number ofvarious legal actions, both as plaintiffproceedings, claims, and defendant,regulatory, tax or government inquiries and investigations, and could incur uninsured liability in any one or more of them. We also periodically receive notifications from various third parties related to alleged infringement of patents or intellectual property rights, commercial disputes or other matters. No assurances can be given with respect to the extent or outcome of any futureinvestigation, litigation or dispute.
Note 17–18 - Acquisitions
Micropross
Acquisition of N H Research, LLC ("NHR")
On October 23, 2015,19, 2021, we completed the acquisition of M2,NHR, a privately held French holding companymanufacturer of test and its wholly-owned subsidiary, Micropross,measurement solutions for high power applications including electric vehicles ("EV") and batteries. As a supplierresult of software-based test systems for Near Field Communications (NFC), smart cards, and wireless charging test systems, pursuant to an Agreement for the Sale and Purchase of Shares (the “Purchase Agreement”). Under the termsacquiring 100% of the Purchase Agreement,outstanding share capital of NHR, NHR became our wholly owned subsidiary. This transaction is being accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of NHR have been recorded at their respective fair values as of the acquisition date. Transaction costs have been expensed as incurred.
The acquisition was funded primarily by cash on hand in addition to $200 million drawn under our existing credit facility in October 2021. See Note 15 – Debt of Notes to Consolidated Financial Statements for further information on our outstanding borrowings. During the year ended December 31, 2021, we expensed $6 million of transaction costs in connection with the acquisition of NHR, which are included in selling, general and administrative expenses.
At the acquisition date, total consideration transferred was approximately $206 million, inclusive of $3 million in cash acquired. 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. As a result of the structure of the transaction, was approximately $99 million, which included $89 million cash consideration paid directlythe balance of goodwill is deductible in the U.S. over 15 years for income tax purposes.
Fair value of net assets acquired and liabilities assumed
The information below represents the preliminary purchase price allocation of NHR (in thousands):
| | | | | |
| October 19, 2021 |
| Consideration Transferred | $ | 206,238 | |
| |
| Cash | 2,935 | |
| Accounts receivable, net | 3,902 | |
| Inventories, net | 4,764 | |
| Property and equipment, net | 287 | |
| Other assets and liabilities | 464 | |
| Intangible assets | 98,510 | |
| Goodwill | 97,847 | |
| Accounts payable and accrued expenses | (2,186) | |
| Deferred revenue | (285) | |
| Net assets acquired | $ | 206,238 | |
Our 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 existing shareholdersevaluate the underlying inputs and $10.4 million of consideration which was paid by issuing an aggregate of 367,481 shares of our common stock. We also assumed and repaid $5 million of existing Micropross borrowings, net of cash received. The results of operations of Micropross are includedassumptions used in our consolidated financial statementsvaluations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of acquisition.
The allocation of the purchase price was determined using A decrease in the fair value of assets andacquired or an increase in the fair value of liabilities acquired asassumed in the acquisition would result in a corresponding increase in the amount of October 23, 2015.
Other Acquisitions
During the twelve month period ending December 31, 2015, we acquired four additional businesses, all of which were treated as business combinations.goodwill acquired. The total purchase price for these four acquisitions was approximately $36 million which consisted of $31 million cash, net of $1.5 million in cash received, $1.1 million in cash obligations incurred to former owners, $3.4 million in shares of our common stock, and $0.2 million of a previously-held interest in an equity-method investee. The acquired businesses included a leading designer, manufacturer, and provider of data acquisition solutions for the test and measurement marketplace, a technology innovator and leading supplier of high-performance FPGA prototyping and deployment products for advanced wireless research, wireless infrastructure and military/defense applications and a PXI modular instruments hardware product line. Our consolidated financial statements include the operating results from the dates of acquisition.
The allocationprimary areas of the purchase price was determined usingthat are not yet finalized relate to income taxes, acquired intangibles, inventory 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 (dollars in thousands):
| | | | | | | | |
| Estimated Fair Value | Estimated Useful Lives (in years) |
| Customer relationships | $ | 54,350 | | 7 |
| Developed software | 6,010 | | 2-7 |
| Existing product configurations | 28,300 | | 9 |
| In-process research and development (IPR&D) | 4,030 | | Indefinite |
| Trade name | 5,820 | | 6 |
| Total | $ | 98,510 | | |
Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers. Customer relationships were valued using the multi-period excess earnings method of the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by customer relationships less charges representing the contribution of other assets to those cash flows. The economic useful life was determined by examining the period of time over which a target cumulative present value of discounted cash flows could be achieved.
Existing product configurations represent the existing hardware configurations of products sold by NHR. These products are created from component parts and assembled based on their intended purpose and application. Existing product configurations were valued using the avoided costs / lost profits method. The fair value represents the total costs that would be avoided by having this asset in place. The economic useful life was determined based on the number of years since launch for each product compared to the expected total life of each product.
Unaudited Pro Forma Information
For the period subsequent to the acquisition date, net sales of $9 million and net income of $3 million related to NHR have been included in our consolidated statements of income. The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if the NHR acquisition had occurred on January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. These pro forma adjustments include additional amortization expense for the identifiable intangible assets and an increase in interest expense related to the additional borrowings entered into in connection with the acquisition, net of tax effects. For the pro forma presentation, given the assumed acquisition date of January 1, 2020, transaction and integration costs that were incurred at or subsequent to the actual acquisition date have been included in the calculation of pro forma net income for the twelve months ended December 31, 2021, whereas transaction and integration costs that were incurred prior to the acquisition date have been excluded from the calculation of pro forma net income. The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what actual results of operations would have been if the acquisition had occurred as the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the unaudited pro forma results.
| | | | | | | | |
| Years Ended December 31, |
| (in thousands) | 2021 | 2020 |
| |
| Net sales | $ | 1,496,917 | | $ | 1,319,330 | |
| Net income | $ | 85,746 | | $ | 144,211 | |
2021 - Other Acquisitions
During the second quarter of 2021, we also completed the acquisition of a software company that specializes in signal processing and high-fidelity simulation software for validation of autonomous vehicles and advanced driver-assistance systems for approximately $20 million in total cash consideration, subject to certain post-closing adjustments. This transaction was accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities acquiredof the software company have been recorded at their respective fair values as of the acquisition dates.date. We recognized approximately $17 million of goodwill and $4 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.
Pro-forma ResultsThe preliminary purchase price allocation related to the acquisition was not finalized as of Operations
Pro-formaDecember 31, 2021, and is based upon a preliminary valuation 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 because the effects of the acquired operations were not material individually or in the aggregate. We finalizedmaterial.
The excess of the purchase price allocation forover the Micropross acquisition during the fourth quarter of 2016. These measurement period adjustments included $0.9 million related to the write-down to fair value of acquired deferred revenue and $0.7 million related to the step-up to fair value of acquired inventory. The $1.6 million increase in identifiable net assets acquired was offset by a decrease in goodwill. The income statement impact for 2015 related to these fair value adjustments was not significant and the entire $1.6 million adjustment was recognized in earnings during the fourth quarter of 2016 in accordance with ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments.
We allocate the fair value of the purchase consideration of the Company’s acquisitions to the tangible assets, intangible assets, including in-process research and development (“IPR&D”), if any, and liabilities assumed, based on estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When a project underlying reported IPR&D is completed, the corresponding amount of IPR&D is amortized over the asset’s estimated useful life. Acquisition-related expenses are recognized separatelyGoodwill generated from the business combination and are expensed as incurred in “Selling, General, and Administrative”acquisition is primarily attributable to expected growth in the Consolidated Statementsscope of Operations. The following table summarizes the finalized aggregate purchase price allocation ofand market opportunities for our 2015 acquisitions as of December 31, 2016 (in thousands):
|
| | | |
| Purchase Price | |
| | |
| Cash consideration paid to former shareholders | $ | 121,944 |
|
| | |
|
| Issuance of common stock | 13,778 |
|
| Fair value of previously held interest in equity method investee | 214 |
|
| Future payment obligations | 1,139 |
|
| Non-Cash Consideration | 15,131 |
|
| | |
| Total Purchase Price | $ | 137,075 |
|
| | |
| Net Assets Acquired | |
|
| | |
|
| Fair value of debt assumed and cash received | $ | (3,668 | ) |
| Fair value of tangible net assets acquired (excluding debt assumed and cash received) | 2,721 |
|
| Fair value of identifiable intangible assets acquired | 30,783 |
|
| Goodwill | 115,050 |
|
| Deferred Tax Assets/(Liabilities) | (7,811 | ) |
| | |
|
| Total Net Assets Acquired | $ | 137,075 |
|
software-defined automated test and measurement platform. Goodwill is not deductible for tax purposespurposes.
2020 - Acquisition of OptimalPlus
On July 2, 2020, we completed the acquisition of OptimalPlus Ltd. (“OptimalPlus”), a global leader in data analytics software for twothe semiconductor, automotive and electronics industries that is based in Israel. As a result of acquiring 100% of the outstanding share capital of OptimalPlus, OptimalPlus became our five acquisitions. Amortizable intangiblewholly owned subsidiary. This transaction is being accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of OptimalPlus have useful livesbeen recorded at their respective fair values as of 2the acquisition date. Transaction costs have been expensed as incurred.
The acquisition was funded primarily by cash on hand in addition to $70 million drawn under our term loan facility on June 30, 2020. See Note 15 – Debt of Notes to Consolidated Financial Statements for further information on our outstanding borrowings. During the year ended December 31, 2020, we expensed $7 million of transaction costs in connection with the acquisition of OptimalPlus, which are included in selling, general and administrative expenses.
At the acquisition date, total consideration transferred was approximately $353 million, inclusive of $18 million in cash acquired. Additionally, unvested in-the-money share options of certain OptimalPlus employees were exchanged into the right to receive deferred cash consideration in accordance with the terms of the share purchase agreement. Approximately $12 million of deferred cash consideration was allocated to post-combination expense and is not included in the total consideration transferred. The deferred cash consideration is subject to the original vesting schedule of the corresponding unvested options that were replaced and the amounts will be recognized as compensation expense over the remaining service period.
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 software-defined automated test and measurement platform. As a result of the structure of the transaction, the balance of goodwill is deductible in the U.S. over 15 years for income tax purposes.
Fair value of net assets acquired and liabilities assumed
The information below represents the preliminary purchase price allocation of OptimalPlus (in thousands):
| | | | | |
| July 2, 2020 |
| Consideration Transferred | $ | 352,642 | |
| |
| Cash | 17,661 | |
| Intangible assets | 129,000 | |
| Goodwill | 203,065 | |
| Contract assets | 15,454 | |
| Deferred revenue | (7,341) | |
| Accounts receivable | 4,927 | |
| Other assets and liabilities | (2,543) | |
| Deferred tax liabilities | (7,581) | |
| Net assets acquired | $ | 352,642 | |
Our 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 5 yearsevaluate 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. TheseA decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the acquisition from those valuation would result in a corresponding increase in the amount of goodwill acquired. The primary areas of the purchase price that are not deductibleyet finalized relate to income taxes, indemnification assets, 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 (dollars in thousands):
| | | | | | | | |
| Estimated Fair Value | Estimated Useful Lives (in years) |
| Customer relationships | $ | 30,100 | | 5 |
| | |
| Developed technology | 82,400 | | 6 |
| In-process research and development ("IPR&D") | 10,400 | | Indefinite |
| | |
| Other intangibles | 6,100 | | 3-5 |
| Total | $ | 129,000 | | |
Developed technology and IPR&D relate to software platforms for data analytics in the semiconductor, automotive, and electronic industries that combine machine-learning with a global data infrastructure to provide real-time product analytics and extract insights from data across the entire supply chain. We valued the developed technology and IPR&D using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the technology less charges representing the contribution of other assets to those cash flows. The economic useful life was determined based on the technology cycle related to each technology, as well as the cash flows over the forecast period.
Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers. Customer relationships were valued using the with-and-without-method under the income approach. In the with-and-without method, the fair value was measured by the difference between the present values of the cash flows with and without the existing customers in place over the period of time necessary to reacquire the customers. The economic useful life was determined by evaluating many factors, including the useful life of other intangible assets, the length of time remaining on the acquired contracts and the historical customer turnover rates.
Unaudited Pro Forma Information
The results of OptimalPlus have been included in our consolidated statements of income for the period subsequent to the acquisition date. The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if the OptimalPlus acquisition had occurred on January 1, 2019, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. These pro forma adjustments include additional amortization expense for the identifiable intangible assets, a reduction in revenue related to deferred revenue purchase accounting adjustments, an increase in interest expense related to the term loan entered into in connection with the acquisition, and adjustments to compensation expense for the replacement of unvested stock options discussed above, net of tax effects. For the pro forma presentation, given the assumed acquisition date of January 1, 2019, transaction and integration costs that were incurred at or subsequent to the actual acquisition date have been included in the calculation of pro forma net income for the year ended December 31, 2020, whereas transaction and integration costs that were incurred prior to the acquisition date have been excluded from the calculation of pro forma net income. The unaudited pro forma results are presented for informational purposes for twoonly and are not necessarily indicative of what actual results of operations would have been if the acquisition had occurred as the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the unaudited pro forma results.
| | | | | | | | |
| Twelve Months Ended December 31, |
| (in thousands) | 2020 | 2019 |
| |
| Net sales | $ | 1,298,718 | | $ | 1,399,669 | |
| Net income | $ | 131,519 | | $ | 128,434 | |
Note 19 - Restructuring
On October 26, 2021, we initiated a restructuring plan (the “2021 Plan”) that will result in the site closure of our five acquisitions.facilities in Aachen, Germany. This targeted restructuring effort is intended to further optimize our research and development operations and accelerate investment in strategic growth opportunities. In connection with the 2021 Plan, the majority of these charges were recognized during the fourth quarter of 2021.
Note 18 - Restructuring
During 2017,On October 29, 2020, we took stepsannounced a workforce reduction plan (the “2020 Plan”) intended to reduceaccelerate our overall employee headcount by approximately 2% asgrowth strategy and further optimize our operations and cost structure. The majority of charges related to this Plan were recognized during the three months ended December 31, 2020. We implemented a majority of the endactions under this Plan as of December 31, 2017, in an effort to minimize job duplication or evaluate where we should shift and centralize activities, improve efficiencies, and rebalance our resources on higher return activities. The timing and scope of any future headcount reductions will vary.2021.
A summary of the charges in the consolidated statement of operations resulting from ourthese restructuring activities is shown below:
| | | | | | | | | | | |
| | | |
| (In thousands) | Years Ended |
| 2021 | 2020 | 2019 |
| Cost of sales | $ | (25) | | 1,626 | | — | |
| Research and development | 7,907 | | 5,564 | | 3,888 | |
| Sales and marketing | 4,006 | | 30,189 | | 13,300 | |
| General and administrative | 2,174 | | 7,871 | | 2,877 | |
| Other | 316 | | — | | — | |
| Total restructuring and other related costs | $ | 14,378 | | 45,250 | | 20,065 | |
|
| | |
| |
(In thousands) | Year Ended |
| 2017 |
Cost of sales | 1,208 |
|
Research and development | 2,990 |
|
Sales and marketing | 10,968 |
|
General and Administration | 1,898 |
|
Total restructuring and other related costs | 17,064 |
|
Total restructuring and other one-time charges incurred throughduring the year ended December 31, 20172021 related to this initiativethe initiatives described above were $17.1$14.4 million of which $15.6 millionprimarily related to employee severance and facility exit costs and $1.5 million related to asset impairment and accelerated depreciation.
costs. A summary of balance sheet activity during 2021 related to the restructuring activity is shown below:
|
| | | | |
| Restructuring Liability |
Balance as of December 31, 20162019 | —$ |
9,527 | |
| Income statement expense | 17,06445,250 |
|
Asset write-downs and accelerated depreciationCash payments | (1,479(25,784) | ) |
Cash payments | (10,177 | ) |
Balance as of December 31, 20172020 | 5,408$ |
28,993 | |
| Income statement expense | 14,378 | |
| |
| Cash payments | (31,851) | |
| Balance as of December 31, 2021 | $ | 11,520 | |
The restructuring liability of $5.4$11.5 million at December 31, 20172021, relating primarily to severance payments associated with the restructuring activity, is recorded in the “accrued compensation” line item of the consolidated balance sheet.
Note 1920 – Subsequent events
On January 24, 2018,19, 2022, our Board of Directors declared a quarterly cash dividend of $0.23$0.28 per common share, payable on March 5, 2018,February 28, 2022, to stockholders of record at the close of business on February 12, 2018. 7, 2022.
On January 19, 2022, our Board of Directors approved a new stock repurchase plan for up to $250 million of our common stock. The new repurchase program is effective immediately and is in addition to the previously authorized stock repurchase program Under the new stock repurchase 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 new stock repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.
