National Instruments (NATI) 8-K Results of Operations and Financial Condition

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 16, 2017

____________________

National Instruments Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-25426	74-1871327
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

11500 North MoPac Expressway

Austin, Texas 78759

(Address of principal executive offices, including zip code)

(512) 338-9119

(Registrant's telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02  Results of Operations and Financial Condition.

On January 26, 2017, National Instruments Corporation ("NI") furnished financial information pursuant to Item 2.02 of Form 8-K (the "Form 8-K") regarding financial results for NI's fourth fiscal quarter ended December 31, 2016.  Based on NI's additional analysis of its calculation for provision for income taxes for the three and twelve-month periods ended December 31, 2016, NI is furnishing in the tables below revisions to certain of the financial information included in its Form 8-K.

The additional analysis referred to above did not impact NI's financial guidance included in the Form 8-K and NI is confirming, as of the date hereof, its financial guidance previously furnished in the Form 8-K dated January 26, 2017.

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

NI's audited financial results for the year ended December 31, 2016 will be contained in its Annual Report on Form 10-K which is expected to be filed with the Securities and Exchange Commission on or about the date hereof.

A reconciliation of the financial information previously furnished in the Form 8-K on January 26, 2017 to the revised financial information is detailed in the tables below;

National Instruments
Condensed Consolidated Balance Sheets
(in thousands)
	December 31, 2016 (Unaudited)
	As furnished on January 26, 2017			Impact of revision			As furnished on February 16, 2017
Assets
Current assets:
Cash and cash equivalents		285,283						285,283
Short-term investments		73,117						73,117
Accounts receivable, net		228,686						228,686
Inventories, net		193,608						193,608
Prepaid expenses and other current assets		54,056			(103	)		53,953
Total current assets		834,750			(103	)		834,647
Property and equipment, net		260,456						260,456
Goodwill		253,197						253,197
Intangible assets, net		108,663						108,663
Other long-term assets		39,601						39,601
Total assets		1,496,667			(103	)		1,496,564
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		48,800						48,800
Accrued compensation		27,743						27,743
Deferred revenue - current		115,577						115,577
Accrued expenses and other liabilities		32,289			708			32,997
Other taxes payable		34,958						34,958
Total current liabilities		259,367			708			260,075
Long-term debt		25,000						25,000
Deferred income taxes		41,733			3,653			45,386
Liability for uncertain tax positions		11,719						11,719
Deferred revenue - long-term		29,752						29,752
Other long-term liabilities		10,413						10,413
Total liabilities		377,984			4,361			382,345
Stockholders' equity:
Preferred stock		-						-
Common stock		1,292						1,292
Additional paid-in capital		771,346						771,346
Retained earnings		380,883			(4,681	)		376,202
Accumulated other comprehensive loss		(34,838	)		217			(34,621	)
Total stockholders' equity		1,118,683			(4,464	)		1,114,219
Total liabilities and stockholders' equity		1,496,667			(103	)		1,496,564

National Instruments
Condensed Consolidated Statements of Income
(in thousands, except per share data, unaudited)
	Three Months Ended Dec. 31, 2016									Year Ended Dec. 31, 2016
	As furnished on January 26, 2017			Impact of revision			As furnished on February 16, 2017			As furnished on January 26, 2017			Impact of revision			As furnished on February 16, 2017
Net sales:
Product		300,218						300,218			1,116,703						1,116,703
Software maintenance		28,314						28,314			111,476						111,476
Total net sales		328,532						328,532			1,228,179						1,228,179
Cost of sales:
Product		81,468						81,468			306,730						306,730
Software maintenance		1,264						1,264			6,391						6,391
Total cost of sales		82,732						82,732			313,121						313,121
Gross profit		245,800						245,800			915,058						915,058
Operating expenses:
Sales and marketing		115,006						115,006			461,236						461,236
Research and development		57,461						57,461			235,706						235,706
General and administrative		24,082						24,082			98,390						98,390
Total operating expenses		196,549						196,549			795,332						795,332
Operating income		49,251						49,251			119,726						119,726
Other income (expense):
Interest income		335						335			1,122						1,122
Net foreign exchange loss		(3,162	)					(3,162	)		(4,632	)					(4,632	)
Other income (expense), net		471						471			(1,581	)					(1,581	)
Income before income taxes		46,895						46,895			114,635						114,635
Provision for income taxes		13,065			4,681			17,746			27,220			4,681			31,901
Net income		33,830			(4,681	)		29,149			87,415			(4,681	)		82,734
Basic earnings per share		0.26			(0.03	)		0.23			0.68			(0.04	)		0.64
Diluted earnings per share		0.26			(0.03	)		0.23			0.68			(0.04	)		0.64
Weighted average shares outstanding -
Basic		129,108						129,108			128,453						128,453
Diluted		129,503						129,503			129,008						129,008

National Instruments
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
	Year Ended Dec. 31, 2016
	As furnished on January 26, 2017			Impact of revision			As furnished on February 16, 2017
Cash flow from operating activities:
Net income		87,415			(4,681	)		82,734
Adjustments to reconcile net income to net cash provided by operating activities:					-
Depreciation and amortization		73,390			-			73,390
Stock-based compensation		25,832			-			25,832
Tax expense/(benefit) expense from deferred income taxes		(22,751	)		17,321			(5,430	)
Tax benefit from stock option plans		(442	)		-			(442	)
Acquisition-related fair value adjustments		1,585			-			1,585
Net change in operating assets and liabilities		30,811			(12,640	)		18,171
Net cash provided by operating activities		195,840			-			195,840
Cash flow from investing activities:
Capital expenditures		(44,425	)					(44,425	)
Capitalization of internally developed software		(31,859	)					(31,859	)
Additions to other intangibles		(2,342	)					(2,342	)
Acquisitions, net of cash received		(549	)					(549	)
Purchases of short-term investments		(39,097	)					(39,097	)
Sales and maturities of short-term investments		47,769						47,769
Net cash used by investing activities		(70,503	)		-			(70,503	)
Cash flow from financing activities:
Proceeds from revolving line of credit		15,000						15,000
Principal payments on revolving line of credit		(27,000	)					(27,000	)
Proceeds from issuance of common stock		28,907						28,907
Repurchase of common stock		(5,635	)					(5,635	)
Dividends paid		(102,897	)					(102,897	)
Tax benefit from stock option plans		442						442
Net cash used by financing activities		(91,183	)		-			(91,183	)
Net change in cash and cash equivalents		34,154						34,154
Cash and cash equivalents at beginning of year		251,129						251,129
Cash and cash equivalents at end of year		285,283			-			285,283

National Instruments
Reconciliation of GAAP to Non-GAAP Measures
(in thousands, unaudited)
Reconciliation of Provision for income taxes to Non-GAAP Provision for income taxes
	Three Months Ended Dec. 31, 2016								Year Ended Dec. 31, 2016
	As furnished on January 26, 2017			Impact of revision		As furnished on February 16, 2017			As furnished on January 26, 2017			Impact of revision		As furnished on February 16, 2017
Provision for income taxes, as reported		13,065			4,681		17,746			27,220			4,681		31,901
Stock-based compensation		1,125			-		1,125			7,322			-		7,322
Amortization of acquisition intangibles		(855	)		-		(855	)		(2,162	)		-		(2,162	)
Acquisition transaction costs, restructuring charges, and other		94			-		94			1,452			-		1,452
Acquisition-related fair value adjustments		567			-		567			567			-		567
Non-GAAP provision for income taxes		13,996			4,681		18,677			34,399			4,681		39,080

Reconciliation of GAAP Net Income, Basic EPS and Diluted EPS to Non-GAAP Net Income, Non-GAAP Basic EPS and Non-GAAP Diluted EPS
(in thousands, except per share data, unaudited)
	Three Months Ended Dec. 31, 2016							Year Ended Dec. 31, 2016
	As furnished on January 26, 2017		Impact of revision			As furnished on February 16, 2017		As furnished on January 26, 2017		Impact of revision			As furnished on February 16, 2017
Net income, as reported		33,830		(4,681	)		29,149		87,415		(4,681	)		82,734
Adjustments to reconcile net income to non-GAAP net income:
Stock-based compensation, net of tax effect		5,069		-			5,069		18,444		-			18,444
Amortization of acquisition intangibles, net of tax effect		3,350		-			3,350		15,234		-			15,234
Acquisition transaction costs, restructuring, and other, net of tax effect		242		-			242		2,812		-			2,812
Acquisition-related fair value adjustments, net of tax effect		1,018		-			1,018		1,018		-			1,018
Non-GAAP net income		43,509		(4,681	)		38,828		124,923		(4,681	)		120,242
Basic EPS, as reported		0.26		(0.03	)		0.23		0.68		(0.04	)		0.64
Adjustment to reconcile basic EPS to non-GAAP
basic EPS:
Impact of stock-based compensation, net of tax effect		0.04		(0.01	)		0.03		0.14		-			0.14
Impact of amortization of acquisition intangibles, net of tax effect		0.03		-			0.03		0.12		-			0.12
Impact of acquisition transaction costs, restructuring, and other, net of tax effect		-		-			-		0.02		-			0.02
Impact of acquisition-related fair value adjustments, net of tax effect		0.01		-			0.01		0.01		-			0.01
Non-GAAP basic EPS		0.34		(0.04	)		0.30		0.97		(0.04	)		0.93
Diluted EPS, as reported		0.26		(0.03	)		0.23		0.68		(0.04	)		0.64
Adjustment to reconcile diluted EPS to non-GAAP diluted EPS
Impact of stock-based compensation, net of tax effect		0.04		(0.01	)		0.03		0.14		-			0.14
Impact of amortization of acquisition intangibles, net of tax effect		0.03		-			0.03		0.12		-			0.12
Impact of acquisition transaction costs, restructuring, and other, net of tax effect		-		-			-		0.02		-			0.02
Impact of acquisition-related fair value adjustments, net of tax effect		0.01		-			0.01		0.01		-			0.01
Non-GAAP diluted EPS		0.34		(0.04	)		0.30		0.97		(0.04	)	��	0.93
Weighted average shares outstanding -
Basic		129,108		-			129,108		128,453		-			128,453
Diluted		129,503		-			129,503		129,008		-			129,008

National Instruments
Reconciliation of Net Income to EBITDA
(in thousands, unaudited)
	Three Months Ended Dec. 31, 2016									Year Ended Dec. 31, 2016
	As furnished on January 26, 2017			Impact of revision			As furnished on February 16, 2017			As furnished on January 26, 2017			Impact of revision			As furnished on February 16, 2017
Net income, as reported		33,830			(4,681	)		29,149			87,415			(4,681	)		82,734
Adjustments to reconcile net income to EBITDA:					-									-
Interest income, net		(155	)		-			(155	)		(349	)		-			(349	)
Tax expense		13,065			4,681			17,746			27,220			4,681			31,901
Depreciation and amortization		18,226			-			18,226			73,390			-			73,390
EBITDA		64,966			-			64,966			187,676			-			187,676
Weighted average shares outstanding - Diluted		129,503			-			129,503			129,008			-			129,008

Non-GAAP Presentation

In addition to disclosing results determined in accordance with GAAP, NI discloses certain non-GAAP operating results and non-GAAP information that exclude certain charges. In this Current Report on Form 8-K, NI has presented its provision for income taxes, net income and basic and fully diluted EPS for the three- and twelve-month periods ending Dec. 31, 2016 on a GAAP and non-GAAP basis.

When presenting non-GAAP information, NI includes a reconciliation of the non-GAAP results to the GAAP results. NI believes that including the non-GAAP results assists investors in assessing the company's operational performance and its performance relative to its competitors.  NI presents these non-GAAP results as a complement to results provided in accordance with GAAP, and these results should not be regarded as a substitute for GAAP. NI uses these non-GAAP measures to manage and assess the profitability and performance of its business and does not consider stock-based compensation expense, amortization of acquisition-related intangibles, acquisition-related transaction costs, taxes levied on the transfer of acquired intellectual property, foreign exchange loss on acquisitions, acquisition-related fair value adjustments, and restructuring charges in managing its operations. Specifically, NI uses non-GAAP measures to plan and forecast future periods; to establish operational goals; to compare with its business plan and individual operating budgets; to measure management performance for the purposes of executive compensation, including payments to be made under bonus plans; to assist the public in measuring the company's performance relative to the company's long-term public performance goals; to allocate resources; and, relative to the company's historical financial performance, to enable comparability between periods. NI also considers such non-GAAP results to be an important supplemental measure of its performance.

This Current Report on Form 8-K discloses NI's EBITDA for the three- and twelve- month periods ending Dec. 31, 2016. NI believes that including the EBITDA results assists investors in assessing the company's operational performance relative to its competitors. A reconciliation of EBITDA to GAAP net income is included with this Current Report on Form 8-K.

Forward-Looking Statements

The foregoing statement whereby NI is confirming, as of the date hereof, its financial guidance previously furnished in the Form 8-K dated January 26, 2017 is a "forward-looking statement" that is subject to a number of risks and uncertainties, including the risk of adverse changes or fluctuations in the global economy, foreign exchange fluctuations, fluctuations in demand for NI's products including orders from its largest customer, component shortages, delays in the release of new products, NI's ability to effectively manage its operating expenses, manufacturing inefficiencies and the level of capacity utilization, the impact of any recent or future acquisitions, expense overruns, adverse effects of price changes or effective tax rates. Actual results may differ materially from the expected results.   NI directs readers to its Form 10-K for the year ended Dec. 31, 2015, its Form 10-Q for the quarter ended Sept. 30, 2016; and the other documents it files with the SEC for other risks associated with the company's future performance.

SIGNATURES

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

	NATIONAL INSTRUMENTS CORPORATION
By:	/s/ DAVID G. HUGLEY
	David  G. Hugley Vice President & General Counsel; Secretary

Date:  February 16, 2017