Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-25426 | |
Entity Registrant Name | NATIONAL INSTRUMENTS CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 74-1871327 | |
Entity Address, Address Line One | 11500 North MoPac Expressway | |
Entity Address, City or Town | Austin, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78759 | |
City Area Code | 512 | |
Local Phone Number | 683-0100 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | NATI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 132,316,344 | |
Entity Central Index Key | 0000935494 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 110,873 | $ 211,106 |
Accounts receivable, net | 356,077 | 341,275 |
Inventories, net | 343,627 | 289,243 |
Prepaid expenses and other current assets | 122,361 | 89,925 |
Total current assets | 932,938 | 931,549 |
Property and equipment, net | 258,155 | 253,668 |
Goodwill | 603,793 | 575,992 |
Intangible assets, net | 237,059 | 220,418 |
Operating lease right-of-use assets | 64,476 | 58,641 |
Other long-term assets | 71,435 | 74,717 |
Total assets | 2,167,856 | 2,114,985 |
Liabilities and stockholders' equity | ||
Accounts payable and accrued expenses | 91,227 | 83,218 |
Accrued compensation | 50,199 | 111,261 |
Deferred revenue - current | 122,029 | 137,818 |
Operating lease liabilities - current | 14,813 | 13,137 |
Other taxes payable | 51,958 | 59,109 |
Other current liabilities | 44,148 | 40,671 |
Total current liabilities | 374,374 | 445,214 |
Deferred income taxes | 16,575 | 14,249 |
Income tax payable - non-current | 40,646 | 54,195 |
Deferred revenue - non-current | 42,943 | 32,822 |
Operating lease liabilities - non-current | 34,520 | 30,468 |
Debt, non-current | 475,000 | 300,000 |
Other long-term liabilities | 15,291 | 14,340 |
Total liabilities | 999,349 | 891,288 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock: par value $0.01; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock: par value $0.01; 360,000,000 shares authorized; 132,316,344 shares and 132,293,898 shares issued and outstanding, respectively | 1,323 | 1,323 |
Additional paid-in capital | 1,173,131 | 1,129,647 |
Retained earnings | 21,533 | 112,858 |
Accumulated other comprehensive loss | (27,480) | (20,131) |
Total stockholders’ equity | 1,168,507 | 1,223,697 |
Total liabilities and stockholders’ equity | $ 2,167,856 | $ 2,114,985 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value per share (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 360,000,000 | 360,000,000 |
Common stock, issued (in shares) | 132,316,344 | 132,293,898 |
Common stock, outstanding (in shares) | 132,316,344 | 132,293,898 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net sales: | ||||
Total net sales | $ 395,515 | $ 346,696 | $ 780,770 | $ 681,878 |
Cost of sales: | ||||
Total cost of sales | 127,474 | 99,238 | 246,702 | 194,652 |
Gross profit | 268,041 | 247,458 | 534,068 | 487,226 |
Operating expenses: | ||||
Sales and marketing | 124,908 | 111,199 | 245,064 | 227,983 |
Research and development | 85,589 | 81,434 | 167,750 | 161,520 |
General and administrative | 36,772 | 30,277 | 69,949 | 63,636 |
Total operating expenses | 247,269 | 222,910 | 482,763 | 453,139 |
Operating income | 20,772 | 24,548 | 51,305 | 34,087 |
Other expense | (3,505) | (2,963) | (3,473) | (8,031) |
Income before income taxes | 17,267 | 21,585 | 47,832 | 26,056 |
Provision for income taxes | 4,833 | 4,279 | 10,162 | 4,254 |
Net income | $ 12,434 | $ 17,306 | $ 37,670 | $ 21,802 |
Basic earnings per share (in usd per share) | $ 0.09 | $ 0.13 | $ 0.29 | $ 0.17 |
Weighted average shares outstanding - basic (in shares) | 131,973 | 132,498 | 132,039 | 131,996 |
Diluted earnings per share (in usd per share) | $ 0.09 | $ 0.13 | $ 0.28 | $ 0.16 |
Weighted average shares outstanding - diluted (in shares) | 132,708 | 133,539 | 132,948 | 133,157 |
Dividends declared per share (in usd per share) | $ 0.28 | $ 0.27 | $ 0.56 | $ 0.54 |
Product | ||||
Net sales: | ||||
Total net sales | $ 354,805 | $ 306,490 | $ 698,489 | $ 601,583 |
Cost of sales: | ||||
Total cost of sales | 123,307 | 95,722 | 238,332 | 187,379 |
Software maintenance | ||||
Net sales: | ||||
Total net sales | 40,710 | 40,206 | 82,281 | 80,295 |
Cost of sales: | ||||
Total cost of sales | $ 4,167 | $ 3,516 | $ 8,370 | $ 7,273 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 12,434 | $ 17,306 | $ 37,670 | $ 21,802 |
Other comprehensive (loss) income, before tax and net of reclassification adjustments: | ||||
Foreign currency translation adjustment | (9,640) | 2,284 | 8,027 | (4,911) |
Unrealized loss on securities available-for-sale | 0 | (54) | 0 | (141) |
Unrealized gain (loss) on derivative instruments | 6,161 | 2,381 | (13,446) | 14,362 |
Other comprehensive (loss) income, before tax | (3,479) | 4,611 | (5,419) | 9,310 |
Tax expense related to items of other comprehensive income | 1,507 | 498 | 1,930 | 3,259 |
Other comprehensive (loss) income, net of tax | (4,986) | 4,113 | (7,349) | 6,051 |
Comprehensive income | $ 7,448 | $ 21,419 | $ 30,321 | $ 27,853 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flow from operating activities: | ||
Net income | $ 37,670 | $ 21,802 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 45,742 | 50,024 |
Stock-based compensation | 40,804 | 37,208 |
(Gain) loss from equity-method investees | (131) | 5,360 |
Deferred income taxes | 943 | 1,301 |
Changes in operating assets and liabilities | (169,930) | (63,372) |
Net cash (used in) provided by operating activities | (44,902) | 52,323 |
Cash flow from investing activities: | ||
Acquisitions, net of cash received | (72,802) | (19,784) |
Capital expenditures | (24,509) | (17,411) |
Capitalization of internally developed software | (187) | (721) |
Additions to other intangibles | (2,478) | (1,519) |
Payments to acquire equity-method investments | 0 | (12,551) |
Sales and maturities of short-term investments | 0 | 45,671 |
Net cash used in investing activities | (99,976) | (6,315) |
Cash flow from financing activities: | ||
Proceeds from revolving line of credit | 175,000 | 100,000 |
Payments on term loan | 0 | (98,750) |
Debt issuance costs | 0 | (1,993) |
Proceeds from issuance of common stock | 17,859 | 17,239 |
Repurchase of common stock | (70,000) | 0 |
Dividends paid | (74,034) | (71,428) |
Net cash provided by (used in) financing activities | 48,825 | (54,932) |
Effect of exchange rate changes on cash | (4,180) | (887) |
Net change in cash and cash equivalents | (100,233) | (9,811) |
Cash and cash equivalents at beginning of period | 211,106 | 260,232 |
Cash and cash equivalents at end of period | $ 110,873 | $ 250,421 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional-Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) | |
Beginning Balance (in shares) at Dec. 31, 2020 | 131,246,615 | |||||
Beginning Balance at Dec. 31, 2020 | $ 1,224,871 | $ 1,312 | $ 1,033,284 | $ 211,101 | $ (20,826) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 21,802 | 21,802 | ||||
Other comprehensive (loss) gain, net of tax | 6,051 | 6,051 | ||||
Issuance of common stock under employee plans (in shares) | 1,734,317 | |||||
Issuance of common stock under employee plans | 17,239 | $ 18 | 17,221 | |||
Stock-based compensation | 37,117 | 37,117 | ||||
Dividends paid | [1] | (71,428) | (71,428) | |||
Ending Balance (in shares) at Jun. 30, 2021 | 132,980,932 | |||||
Ending Balance at Jun. 30, 2021 | 1,235,652 | $ 1,330 | 1,087,622 | 161,475 | (14,775) | |
Beginning Balance (in shares) at Mar. 31, 2021 | 131,607,036 | |||||
Beginning Balance at Mar. 31, 2021 | 1,221,509 | $ 1,316 | 1,059,018 | 180,063 | (18,888) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 17,306 | 17,306 | ||||
Other comprehensive (loss) gain, net of tax | 4,113 | 4,113 | ||||
Issuance of common stock under employee plans (in shares) | 1,373,896 | |||||
Issuance of common stock under employee plans | 8,674 | $ 14 | 8,660 | |||
Stock-based compensation | 19,944 | 19,944 | ||||
Dividends paid | [1] | (35,894) | (35,894) | |||
Ending Balance (in shares) at Jun. 30, 2021 | 132,980,932 | |||||
Ending Balance at Jun. 30, 2021 | $ 1,235,652 | $ 1,330 | 1,087,622 | 161,475 | (14,775) | |
Beginning Balance (in shares) at Dec. 31, 2021 | 132,293,898 | 132,293,898 | ||||
Beginning Balance at Dec. 31, 2021 | $ 1,223,697 | $ 1,323 | 1,129,647 | 112,858 | (20,131) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 37,670 | 37,670 | ||||
Other comprehensive (loss) gain, net of tax | (7,349) | (7,349) | ||||
Issuance of common stock under employee plans (in shares) | 1,781,374 | |||||
Issuance of common stock under employee plans | 17,859 | $ 18 | 17,841 | |||
Stock-based compensation | 40,664 | 40,664 | ||||
Repurchase of common stock (in shares) | (1,758,928) | |||||
Repurchase of common stock | (70,000) | $ (18) | (15,021) | (54,961) | ||
Dividends paid | [2] | $ (74,034) | (74,034) | |||
Ending Balance (in shares) at Jun. 30, 2022 | 132,316,344 | 132,316,344 | ||||
Ending Balance at Jun. 30, 2022 | $ 1,168,507 | $ 1,323 | 1,173,131 | 21,533 | (27,480) | |
Beginning Balance (in shares) at Mar. 31, 2022 | 131,876,464 | |||||
Beginning Balance at Mar. 31, 2022 | 1,207,438 | $ 1,319 | 1,152,349 | 76,264 | (22,494) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 12,434 | 12,434 | ||||
Other comprehensive (loss) gain, net of tax | (4,986) | (4,986) | ||||
Issuance of common stock under employee plans (in shares) | 1,426,756 | |||||
Issuance of common stock under employee plans | 8,615 | $ 14 | 8,601 | |||
Stock-based compensation | 20,609 | 20,609 | ||||
Repurchase of common stock (in shares) | (986,876) | |||||
Repurchase of common stock | (38,545) | $ (10) | (8,428) | (30,107) | ||
Dividends paid | [2] | $ (37,058) | (37,058) | |||
Ending Balance (in shares) at Jun. 30, 2022 | 132,316,344 | 132,316,344 | ||||
Ending Balance at Jun. 30, 2022 | $ 1,168,507 | $ 1,323 | $ 1,173,131 | $ 21,533 | $ (27,480) | |
[1]Cash dividends declared per share of common stock were $0.27 for the three months ended June 30, 2021, and $0.54 for the six months ended June 30, 2021.[2]Cash dividends declared per share of common stock were $0.28 for the three months ended June 30, 2022, and $0.56 for the six months ended June 30, 2022. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared per share (in usd per share) | $ 0.28 | $ 0.27 | $ 0.56 | $ 0.54 |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 22, 2022 (the "Form 10-K"). In our opinion, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary to state fairly our financial position at June 30, 2022 and December 31, 2021, the results of our operations and comprehensive income for the three and six months ended June 30, 2022 and 2021, our cash flows for the six months ended June 30, 2022 and 2021 and our statement of stockholders' equity for the three and six months ended June 30, 2022 and 2021. Our operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Recent Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08—Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with ASC Topic 606 as if the acquirer had originated the contracts. We early adopted the standard on January 1, 2022. The adoption of this accounting standard update did not have a material effect on our consolidated financial statements and related disclosures. In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-10 (“ASU 2021-10”), Government Assistance, to increase transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our annual financial statement disclosures. Although there are several other accounting pronouncements recently issued by the FASB, we do not expect the adoption of any of these accounting pronouncements to have material impact on our consolidated financial statements. Summary of Significant Accounting Policies There were no material changes to our significant accounting policies during the three and six months ended June 30, 2022 compared to the significant accounting policies described in our Form 10-K. Other (Expense) Income Other (expense) income, net consisted of the following amounts: Three Months Ended June 30, Six Months Ended June 30, (In thousands) (Unaudited) (Unaudited) 2022 2021 2022 2021 Interest income $ 58 $ 113 $ 104 $ 274 Interest expense (2,500) (1,224) (3,792) (1,927) (Loss) gain from equity-method investments (471) (867) 131 (5,360) Net foreign exchange loss (769) (896) (1,935) (1,455) Other 177 (89) 2,019 437 Other expense, net $ (3,505) $ (2,963) $ (3,473) $ (8,031) Other Current Liabilities Other current liabilities on our consolidated balance sheet includes the following amounts (in thousands): As of June 30, 2022 As of December 31, (unaudited) 2021 Income taxes payable - current $ 11,071 $ 14,457 Hedge payable - current 7,523 7,091 Payroll taxes - current 5,711 5,785 Other 19,843 13,338 Total $ 44,148 $ 40,671 Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. The number of common share equivalents, which includes 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 the three and six months ended June 30, 2022 and 2021 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, (Unaudited) (Unaudited) 2022 2021 2022 2021 Weighted average shares outstanding-basic 131,973 132,498 132,039 131,996 Plus: Common share equivalents RSUs 735 1,041 909 1,161 Weighted average shares outstanding-diluted 132,708 133,539 132,948 133,157 Shares issuable upon vesting of RSU awards of 2,026,000 shares and 1,369,000 shares for the three months ended June 30, 2022 and 2021, respectively, and 1,324,000 shares and 166,000 shares for the six months ended June 30, 2022 and 2021, respectively, were excluded in the computations of diluted EPS because the effect of including the stock awards would have been anti-dilutive. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Revenue is recognized upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of our products or services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Disaggregation of Revenues We disaggregate revenue from contracts with customers based on the timing of transfer of goods or services to customers (point-in-time or over time), geographic region based on the billing location of the customer and customer industry grouping. Total net sales based on the timing of transfer of goods or services to customers and geographic region are as follows: Three Months Ended June 30, (Unaudited) 2022 2021 (In thousands) Net sales: Point-in-Time (1) Over Time Total Point-in-Time (1) Over Time Total Americas $ 134,337 $ 26,080 $ 160,417 $ 112,215 $ 22,455 $ 134,670 EMEA 76,092 20,591 96,683 67,252 21,917 89,169 APAC 127,858 10,557 138,415 111,894 10,963 122,857 Total net sales (1) $ 338,287 $ 57,228 $ 395,515 $ 291,361 $ 55,335 $ 346,696 (1) Net sales contains hedging gains and losses, which do not represent revenues recognized from customers. Six Months Ended June 30, (Unaudited) 2022 2021 (In thousands) Net sales: Point-in-Time (1) Over Time Total Point-in-Time (1) Over Time Total Americas $ 267,326 $ 52,302 $ 319,628 $ 216,801 $ 44,602 $ 261,403 EMEA 155,331 41,720 197,051 132,355 42,336 174,691 APAC 242,853 21,238 264,091 224,524 21,260 245,784 Total net sales (1) $ 665,510 $ 115,260 $ 780,770 $ 573,680 $ 108,198 $ 681,878 (1) Net sales contains hedging gains and losses, which do not represent revenues recognized from customers. The industry grouping used to disaggregate net sales is determined at the customer account level. Accounts assigned to one of our three industry-specific groupings are either designated as Semiconductor and Electronics, Transportation, or Aerospace, Defense and Government ("ADG"). We are able to leverage the investments in these areas to also serve a broad base of diverse customers in the other industries we serve, which are included in our Portfolio grouping. Our recent acquisitions described in Note 17 are presented within the "Transportation" industry grouping below. Three Months Ended June 30, Six Months Ended June 30, (In thousands) (Unaudited) Industry Grouping 2022 2021 2022 2021 Portfolio $ 113,239 $ 111,283 $ 239,822 $ 223,635 Semiconductor & Electronics 116,231 99,292 219,241 198,222 Aerospace, Defense & Government 100,256 87,296 192,928 163,565 Transportation 65,789 48,825 128,779 96,456 Total net sales $ 395,515 $ 346,696 $ 780,770 $ 681,878 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 non-current, during the six months ended June 30, 2022 were as follows: (In thousands) Amount Balance as of December 31, 2021 $ 170,640 Deferral of revenue billed in current period, net of recognition 94,592 Recognition of revenue deferred in prior periods (93,219) Foreign currency translation impact (7,041) Balance as of June 30, 2022 (unaudited) $ 164,972 For the six months ended June 30, 2022, revenue recognized from performance obligations satisfied in prior periods (for example, due to changes in transaction price) was not material. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables which are anticipated to be invoiced in the next twelve months are included in "Other current assets" on the consolidated balance sheet. Based on the nature of our contracts with customers, we do not typically recognize unbilled receivables related to revenues recognized in excess of amounts billed. For the six months ended June 30, 2022 and December 31, 2021, the amounts recorded that were related to unbilled receivables were not material. Unsatisfied Performance Obligations Revenue expected to be recognized in any future period related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less and contracts where revenue is recognized as invoiced, was approximately $80 million as of June 30, 2022. Because we typically invoice customers at contract inception, this amount is included in our current and non-current deferred revenue balances and primarily relates to multi-year payments for hardware service and software service offerings. As of June 30, 2022, we expect to recognize approximately 24% of the revenue related to these unsatisfied performance obligations during the remainder of 2022, 39% during 2023, and 37% thereafter. Assets Recognized from the Costs to Obtain a Contract with a Customer |
Investments
Investments | 6 Months Ended |
Jun. 30, 2022 | |
Cash, Cash Equivalents, and Short-Term Investments [Abstract] | |
Investments | Investments Equity-Method Investments The carrying value of our equity method investments was $30 million and $32 million as of June 30, 2022 and December 31, 2021, respectively. During the three months ended June 30, 2022 and 2021, net sales to our equity-method investees were approximately $1.3 million and $1.3 million, respectively. During the six months ended June 30, 2022 and 2021, net sales to our equity-method investees were approximately $2.8 million and $1.6 million, respectively. During the three and six months ended June 30, 2022 and 2021, purchases from our equity-method investees were not material. We recorded a $3.5 million impairment loss related to an equity-method investment during the three months ended March 31, 2021. Our proportionate share of the income/(loss) from equity-method investments is included within "Other expense". Refer to Note 1 - Basis of Presentation of Notes to Consolidated Financial Statements for additional information on these amounts for the three and six months ended June 30, 2022 and 2021. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 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: Fair Value Measurements at Reporting Date Using (In thousands) (Unaudited) Description June 30, 2022 Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Money market funds $ 2,046 $ 2,046 $ — $ — Other assets: Derivatives 21,842 — 21,842 — Total Assets $ 23,888 $ 2,046 $ 21,842 $ — Liabilities Derivatives $ (9,688) $ — $ (9,688) $ — Total Liabilities $ (9,688) $ — $ (9,688) $ — (In thousands) Fair Value Measurements at Reporting Date Using Description December 31, 2021 Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Money market funds $ 101,290 $ 101,290 $ — $ — Other assets: Derivatives 12,407 — 12,407 — Total Assets $ 113,697 $ 101,290 $ 12,407 $ — Liabilities Derivatives $ (9,468) $ — $ (9,468) $ — Total Liabilities $ (9,468) $ — $ (9,468) $ — 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. Derivatives include foreign currency forward 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. 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 six months ended June 30, 2022. There were no transfers in or out of Level 1 or Level 2 during the six months ended June 30, 2022. We did not have any items that were measured at fair value on a nonrecurring basis at June 30, 2022 and December 31, 2021. The carrying value of net accounts receivable, accounts payable, and long-term debt contained in the consolidated balance sheets approximates fair value. |
Derivative instruments and hedg
Derivative instruments and hedging activities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments and hedging activities | 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 approximately 40 countries. Sales outside of the Americas accounted for approximately 59% and 61% of our net sales during the three months ended June 30, 2022 and 2021, respectively, and approximately 59% and 62% during the six months ended June 30, 2022 and 2021, 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, in that 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 use foreign currency forward contracts as hedges of forecasted sales that are denominated in foreign currencies and as hedges of foreign currency denominated financial assets or liabilities. 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 use 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 sales expenses will be adversely affected by changes in exchange rates. We designate foreign currency forward contracts as cash flow hedges of forecasted net sales 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 For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of accumulated other comprehensive income ("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. Hedge effectiveness of foreign currency forwards designated as cash flow hedges is 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 designated as cash flow hedges with the following notional amounts: (In thousands) US Dollar Equivalent As of June 30, 2022 As of December 31, (Unaudited) 2021 British pound $ 19,636 $ 25,947 Chinese yuan 68,292 99,066 Euro 96,202 145,351 Hungarian forint 38,143 54,939 Japanese yen 26,062 43,128 Korean won 8,249 21,180 Malaysian ringgit 20,380 29,624 Total forward contracts notional amount $ 276,964 $ 419,235 The contracts in the foregoing table had contractual maturities of 18 months or less at June 30, 2022 and 24 months or less at December 31, 2021. At June 30, 2022, we expect to reclassify $18.1 million of gains on derivative instruments from accumulated OCI to net sales during the next twelve months when the hedged international sales occur, $3.9 million of losses on derivative instruments from accumulated OCI to cost of sales during the next twelve months when the hedged cost of sales are incurred and $2.8 million of losses 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 June 30, 2022. Actual results may vary materially as a result of changes in the corresponding exchange rates subsequent to this date. Other Derivatives Other derivatives not designated as hedging instruments consist primarily of foreign currency forward contracts that we use to hedge our foreign denominated monetary 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 90 days or less. 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 “Other expense.” As of June 30, 2022 and December 31, 2021, we held foreign currency forward contracts that were not designated as hedging instruments with a notional amount of $65 million and $94 million, respectively. The following tables present the fair value of derivative instruments on our Consolidated Balance Sheets at June 30, 2022 and December 31, 2021, respectively. Asset Derivatives June 30, 2022 December 31, 2021 (In thousands) (Unaudited) Balance Sheet Location Fair Value Fair Value Derivatives designated as hedging instruments Foreign exchange contracts - ST forwards Prepaid expenses and other current assets $ 18,248 $ 8,993 Foreign exchange contracts - LT forwards Other long-term assets 2,025 2,908 Total derivatives designated as hedging instruments $ 20,273 $ 11,901 Derivatives not designated as hedging instruments Foreign exchange contracts - ST forwards Prepaid expenses and other current assets $ 1,569 $ 506 Total derivatives not designated as hedging instruments $ 1,569 $ 506 Total derivatives $ 21,842 $ 12,407 Liability Derivatives June 30, 2022 December 31, 2021 (In thousands) (Unaudited) Balance Sheet Location Fair Value Fair Value Derivatives designated as hedging instruments Foreign exchange contracts - ST forwards Other current liabilities $ (6,911) $ (6,425) Foreign exchange contracts - LT forwards Other long-term liabilities (2,165) (2,377) Total derivatives designated as hedging instruments $ (9,076) $ (8,802) Derivatives not designated as hedging instruments Foreign exchange contracts - ST forwards Other current liabilities $ (612) $ (666) Total derivatives not designated as hedging instruments $ (612) $ (666) Total derivatives $ (9,688) $ (9,468) The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the three months ended June 30, 2022 and 2021, respectively: June 30, 2022 (In thousands) (Unaudited) Derivatives in Cash Flow Hedging Relationship Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign exchange contracts - forwards $ 10,252 Net sales $ 5,055 Foreign exchange contracts - forwards (2,446) Cost of sales (860) Foreign exchange contracts - forwards (1,645) Operating expenses (691) Total $ 6,161 $ 3,504 June 30, 2021 (In thousands) (Unaudited) Derivatives in Cash Flow Hedging Relationship Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign exchange contracts - forwards $ (558) Net sales $ (2,408) Foreign exchange contracts - forwards 1,692 Cost of sales 20 Foreign exchange contracts - forwards 1,247 Operating expenses 27 Total $ 2,381 $ (2,361) (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 June 30, 2022 June 30, 2021 (Unaudited) (Unaudited) Foreign exchange contracts - forwards Other expense $ 3,590 (662) Total $ 3,590 $ (662) The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the six months ended June 30, 2022 and 2021, respectively: June 30, 2022 (In thousands) (Unaudited) Derivatives in Cash Flow Hedging Relationship Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign exchange contracts - forwards $ 12,136 Net sales $ 6,794 Foreign exchange contracts - forwards (2,467) Cost of sales (1,187) Foreign exchange contracts - forwards (1,642) Operating expenses (931) Total $ 8,027 $ 4,676 June 30, 2021 (In thousands) (Unaudited) Derivatives in Cash Flow Hedging Relationship Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign exchange contracts - forwards $ 15,728 Net sales $ (4,434) Foreign exchange contracts - forwards (837) Cost of sales (1) Foreign exchange contracts - forwards (529) Operating expenses 18 Total $ 14,362 $ (4,417) (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 June 30, 2022 June 30, 2021 (Unaudited) (Unaudited) Foreign exchange contracts - forwards Other expense $ 2,787 $ (2,263) Total $ 2,787 $ (2,263) |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net consist of the following: June 30, 2022 December 31, (In thousands) (Unaudited) 2021 Raw materials $ 229,517 $ 181,676 Work-in-process 15,354 14,573 Finished goods 98,756 92,994 Total $ 343,627 $ 289,243 |
Intangible assets, net and good
Intangible assets, net and goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net and goodwill | Intangible assets, net and goodwill Intangible assets at June 30, 2022 and December 31, 2021 are as follows: June 30, 2022 (In thousands) (Unaudited) December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software development costs $ 39,705 $ (34,480) $ 5,225 $ 45,671 $ (36,457) $ 9,214 Acquired technology 174,529 (41,540) 132,989 148,155 (34,264) 113,891 Customer relationships 100,984 (25,642) 75,342 93,931 (19,717) 74,214 Patents 36,771 (30,396) 6,375 36,217 (29,316) 6,901 Other 36,649 (19,521) 17,128 32,962 (16,764) 16,198 Total $ 388,638 $ (151,579) $ 237,059 $ 356,936 $ (136,518) $ 220,418 Software development costs capitalized for the three months ended June 30, 2022 and 2021 were $0.0 million and $0.5 million, respectively, and related amortization expense was $1.3 million and $6.3 million, respectively. For the six months ended June 30, 2022 and 2021, capitalized software development costs were $0.2 million and $0.8 million, respectively, and related amortization expense was $3.3 million and $13.3 million, respectively. 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, which generally range from three five ten Goodwill The carrying amount of goodwill as of June 30, 2022 was as follows: (In thousands) Amount Balance as of December 31, 2021 $ 575,992 Acquisitions 31,709 Measurement period adjustments 4,243 Foreign currency translation impact (8,151) Balance as of June 30, 2022 (unaudited) $ 603,793 Refer to Note 17 - Acquisitions for additional details on the acquisition-related amounts recorded to goodwill during the six months ended June 30, 2022. The excess purchase price over the fair value of assets acquired is recorded as goodwill. As 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 one operating segment comprised of components with similar economic characteristics, we allocate goodwill to one reporting 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. Our annual impairment test is performed in the fourth quarter of each year. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for corporate offices, automobiles, and certain equipment. Our leases have remaining terms of 1 year to 92 years, some of which may include options to extend the leases for up to 9 years, and some of which may include options to terminate the leases within 1 year. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Amounts related to finance lease activities and income from leasing activities were not material for the periods presented. The components of operating lease expense were as follows (unaudited): Three Months Ended Six Months Ended (In thousands) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating Lease Cost (1) $ 5,478 $ 5,208 $ 10,895 $ 10,538 (1) Includes variable and short-term lease costs Maturities of lease liabilities as of June 30, 2022 were as follows (unaudited): (In thousands) Years ending December 31, Operating Leases 2022 (Excluding the six months ended June 30, 2022) $ 11,748 2023 12,844 2024 10,967 2025 8,015 2026 6,451 Thereafter 3,327 Total future minimum lease payments 53,352 Less imputed interest (4,019) Total lease liabilities $ 49,333 As of June 30, 2022, we have additional operating leases that have not commenced during the six months ended June 30, 2022, which were not material. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 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 $84 million at June 30, 2022 and December 31, 2021. A majority of the valuation allowance is related to the deferred tax assets of National Instruments Hungary Kft. 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. We had $10.6 million and $9.4 million of gross unrecognized tax benefits at June 30, 2022 and December 31, 2021, respectively, all of which would affect our effective income tax rate if recognized. We recorded a gross increase in unrecognized tax benefits of $0.5 million for the three months ended June 30, 2022, as a result of the tax positions taken during the current period. As of June 30, 2022, 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. Our continuing policy is to recognize interest and penalties related to income tax matters in income tax expense. During the three months ended June 30, 2022, the amount of interest expense recognized related to uncertain tax positions was not material. As of June 30, 2022, we had approximately $0.3 million accrued for interest related to uncertain tax positions. The tax years 2015 through 2022 remain open to examination by the major taxing jurisdictions to which we are subject. Our provision for income taxes reflected an effective tax rate of 28% and 20% for the three months ended June 30, 2022 and 2021, respectively, and 21% and 16% for the six months ended June 30, 2022 and 2021, respectively. For the three months ended June 30, 2022, our effective tax rate was higher than the U.S. federal statutory rate of 21% primarily as a result of excess tax expense from share-based compensation, foreign taxes greater than the statutory rate, change in unrecognized tax benefits, change in intercompany prepaid tax asset, nondeductible officer compensation, state income taxes net of federal benefit and U.S. tax on global intangible low-taxed income, offset by U.S. research and development tax credit, enhanced deduction for certain research and development expenses and deduction for foreign-derived intangible income. For the six months ended June 30, 2022, our effective tax rate was equal to the U.S. federal statutory rate of 21% primarily as a result of excess tax expense from share-based compensation, change in unrecognized tax benefits, foreign taxes greater than the statutory rate, change in intercompany prepaid tax asset, nondeductible officer compensation, state income taxes net of federal benefit and U.S. tax on global intangible low-taxed income, offset by U.S. research and development tax credit, enhanced deduction for certain research and development expenses and deduction for foreign-derived intangible income. For the three months ended June 30, 2021, our effective tax rate was lower than the U.S. federal statutory rate of 21% primarily as a result of the research and development tax credit, an enhanced deduction for certain research and development expenses and the deduction for foreign-derived intangible income, offset by the U.S. tax on global intangible low-taxed income, foreign taxes greater than the statutory rate, state income taxes net of federal benefit and nondeductible officer compensation. For the six months ended June 30, 2021, our effective tax rate was lower than the U.S. federal statutory rate of 21% primarily as a result of excess tax benefits from share-based compensation and other discrete items, the research and development tax credit, an enhanced deduction for certain research and development expenses and the deduction for foreign-derived intangible income, offset by the U.S. tax on global intangible low-taxed income, foreign taxes greater than the statutory rate, state income taxes net of federal benefit and nondeductible officer compensation. Our earnings from our operations in Hungary are subject to a statutory tax rate of 9%. In addition, our research and development activities in Hungary 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 $0.9 million and $2.9 million for the three and six months ended June 30, 2022, respectively, and income tax benefit of $0.2 million and $0.3 million for the three and six months ended June 30, 2021, respectively. Earnings from our operations in Malaysia are free of tax under a tax holiday effective January 1, 2013. This tax holiday expires in 2037. If we fail to satisfy the conditions of the tax holiday, this tax benefit may be terminated early. The income tax benefits of the tax holiday for the three and six months ended June 30, 2022 were approximately $0.5 million and $1.1 million, respectively. The income tax benefits of the tax holiday for the three and six months ended June 30, 2021 were approximately $0.2 million and $0.3 million, respectively. The impact of the tax holiday on a per share basis for each of the three and six months ended June 30, 2022 and June 30, 2021 was approximately $0.01 per share. 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 ("IRS") with regard to any foreign jurisdictions. |
Comprehensive income
Comprehensive income | 6 Months Ended |
Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Comprehensive income | Comprehensive income Our OCI is comprised of net income, foreign currency translation adjustments, and unrealized gains and losses on forward contracts and securities classified as available-for-sale. The accumulated OCI, net of tax, for the six months ended June 30, 2022 and 2021, consisted of the following: June 30, 2022 (Unaudited) (In thousands) Currency translation adjustment Investments Derivative instruments Accumulated other comprehensive income/(loss) Balance as of December 31, 2021 $ (23,179) $ — 3,048 $ (20,131) Current-period other comprehensive (loss) income (13,446) — 12,703 (743) Reclassified from accumulated OCI into income — — (4,676) (4,676) Income tax expense — — 1,930 1,930 Balance as of June 30, 2022 $ (36,625) $ — $ 9,145 $ (27,480) June 30, 2021 (Unaudited) (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 (4,911) (141) 9,945 4,893 Reclassified from accumulated OCI into income — — 4,417 4,417 Income tax (expense) benefit — (3) 3,262 3,259 Balance as of June 30, 2021 $ (14,977) $ (564) $ 766 $ (14,775) |
Authorized shares of common and
Authorized shares of common and preferred stock and stock-based compensation plans | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Authorized shares of common and preferred stock and stock-based compensation plans | Authorized shares of common and preferred stock and stock-based compensation plans Authorized shares of common and preferred stock The total number of shares which we are authorized to issue is 365,000,000 shares, consisting of (i) 5,000,000 shares of preferred stock, par value $0.01 per share, and (ii) 360,000,000 shares of common stock, par value $0.01 per share. We have 5,000,000 authorized shares of preferred stock. There were no shares of preferred stock issued and outstanding at June 30, 2022. Stock-Based Compensation Plan Our stockholders approved our 2005 Incentive Plan (the “2005 Plan”) on May 10, 2005. At the time of approval, 4,050,000 shares of our common stock were reserved for issuance under the 2005 Plan, as well as the number of shares which had been reserved but not issued under our 1994 Incentive Stock Options Plan (the “1994 Plan”) which terminated in May 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 Our stockholders approved our 2010 Incentive Plan (the “2010 Plan”) on May 11, 2010. At the time of approval, 3,000,000 shares of our common stock were reserved for issuance under the 2010 Plan, as well as the 3,362,304 shares of common stock that were reserved but not issued under 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 those plans. The 2010 Plan provided for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards vest over a three five Our stockholders approved our 2015 Equity Incentive Plan (the “2015 Plan”) on May 12, 2015. At the time of approval, 3,000,000 shares of our common stock were reserved for issuance under the 2015 Plan, as well as the 2,518,416 shares of common stock that were reserved but not issued under the 2010 Plan as of May 12, 2015, and any shares that were returned to the 1994 Plan, 2005 Plan, and the 2010 Plan as a result of the forfeiture or termination of options or RSUs or repurchase of shares issued under those plans. The 2015 Plan provides for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company and such awards may be subject to performance-based vesting conditions. Awards generally vest over a three four five five Our stockholders approved our 2020 Equity Incentive Plan (the “2020 Plan”) on May 5, 2020. At the time of approval, 4,500,000 shares of our common stock were reserved for issuance under the 2020 Plan, as well as the 567,142 shares of common stock that were reserved but not issued under the 2015 Plan as of May 5, 2020, and any shares that were returned to the 2005 Plan, 2010 Plan, and 2015 Plan as a result of the forfeiture or termination of options or RSUs or repurchase of shares issued under those plans. The 2020 Plan provides for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards generally vest over a one two three Our stockholders approved our 2022 Equity Incentive Plan (the “2022 Plan”) on May 10, 2022. At the time of approval, 4,500,000 shares of our common stock were reserved for issuance under the 2022 Plan, as well as the 1,568,571 shares of common stock that were reserved but not issued under the 2020 Plan as of May 10, 2022, and any shares that were returned to the 2005 Plan, 2010 Plan, 2015 Plan and 2020 Plan as a result of the forfeiture, repurchase or termination of unissued shares subject to options or RSUs issued under those plans. The 2022 Plan provides for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards generally vest over a one two three Performance-based stock units During the six months ended June 30, 2022 and 2021, we granted 164,843 and 130,006 performance-based restricted stock units (“PRSUs”), respectively, to executive officers pursuant to the 2020 Plan and 2015 Plan. 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 six months ended June 30, 2022, the three-year performance period commenced on January 1, 2022 and will end on December 31, 2024, and for the PRSUs granted during the six months ended June 30, 2021, the three year performance commenced on January 1, 2021 and will end on December 31, 2023, using the average daily closing price over a 30-day lookback in each case. The number of awards earned could range from zero to two 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 is based on our stock price and a number of assumptions including the expected volatility, expected dividend yield and the risk-free interest rate. The expected volatility at the date of grant was based on the historical volatilities of our stock and the companies included in the Index over the performance period. The Monte Carlo model is based on random projections of stock-price paths and must be repeated numerous times to achieve a probabilistic assessment. The key assumptions used in valuing these market-based awards are as follows: Six Months Ended (unaudited) June 30, 2022 June 30, 2021 Number of simulations 100,000 100,000 Expected volatility 37.81% 40.60% Expected life in years 2.95 years 2.95 years Risk-free interest rate 1.33% 0.21% Dividend yield 2.52% 2.66% The weighted average grant date fair value of the market-based awards, as determined by the Monte Carlo valuation model, was $59.65 per share and $66.97 per share in 2022 and 2021, respectively. Employee stock purchase plan Our employee stock purchase plan (“ESPP”) permits substantially all domestic employees and employees of designated subsidiaries to acquire our common stock at a purchase price of 85% of the lower of the market price at the beginning or the end of the purchase period. The plan has quarterly purchase periods generally beginning on February 1, May 1, August 1 and November 1 of each year. Employees may designate up to 15% of their compensation for the purchase of common stock under the ESPP. On May 10, 2022, our stockholders approved an additional 3,000,000 shares for issuance under our ESPP. At June 30, 2022, we had 4,517,229 shares of common stock reserved for future issuance under the ESPP. We issued 544,292 shares under this plan in the six months ended June 30, 2022 and the weighted average purchase price was $32.81 per share. During the six months ended June 30, 2022, we did not make any changes in accounting principles or methods of estimates with respect to our ESPP. Stock repurchases and retirements On April 21, 2010, our Board of Directors authorized a program to repurchase of shares of our common stock from time to time, depending on market conditions and other factors (the “2019 Program”). The Board has amended the 2019 Program several times over the years to increase the number of shares that may be purchased under the program. On October 23, 2019, our Board amended the 2019 Program to increase the number of shares that may be repurchased by 3,000,000 shares. On January 19, 2022, our Board of Directors approved a new stock repurchase plan for up to $250 million of our common stock, effective immediately (the "2022 Program"). This new repurchase program is in addition to the existing 2019 Program. Under the 2022 Program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the other terms of the repurchase will depend on a variety of factors, including legal requirements, economic and market conditions, and other investment opportunities. The 2022 Program may be changed, suspended or discontinued at any time and does not have a specified expiration date. As of March 31, 2022, there were no shares remaining available for repurchase under the 2019 Program. As of June 30, 2022, there was $191 million available for repurchase under the 2022 Program. During the three months ended June 30, 2022, we repurchased 986,876 shares of our common stock at a weighted average price per share of $39.06 under the 2022 Program. During the six months ended June 30, 2022, we repurchased 1,758,928 shares of our common stock at a weighted average price of $39.80 under the 2019 Program and 2022 Program. We did not repurchase any shares of our common stock during the three and six months ended June 30, 2021 under the 2019 Program. |
Segment and geographic informat
Segment and geographic information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment and geographic information | Segment and geographic information We operate as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Since we operate as one operating segment, all required financial segment information can be found in the condensed consolidated financial statements and the notes thereto. We sell our products in three geographic regions which consist of the Americas, Europe, Middle East and Africa region ("EMEA"), and Asia-Pacific region ("APAC"). Our sales to these regions share similar economic characteristics including the nature of products and services we sell, the type and class of customers, and the methods used to distribute our products and services. Revenue from the sale of our products, which are similar in nature, and software maintenance 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). The following table presents summarized information for net sales by country. Revenues from external customers are generally attributed to countries based upon the customer's location. Net sales attributable to each individual foreign country outside the U.S. and China were not material. (in millions) United States China (1) Rest of the World Total Net sales: Three months ended June 30, 2022 $ 153 $ 66 $ 177 $ 396 Three months ended June 30, 2021 $ 127 $ 59 $ 161 $ 347 Six months ended June 30, 2022 $ 306 $ 121 $ 354 $ 781 Six months ended June 30, 2021 $ 247 $ 113 $ 322 $ 682 (1): Includes Mainland China and the Hong Kong Special Administrative Region The following table presents summarized information for long-lived assets by country. Long-lived assets attributable to each individual country outside the U.S., Hungary and Malaysia were not material. Long-lived assets consist of property, plant, and equipment and operating lease right-of-use assets excluding intangible assets. (in millions) United States Hungary Malaysia Rest of the World Total Long-lived Assets: June 30, 2022 $ 125 $ 81 $ 52 $ 65 $ 323 December 31, 2021 $ 125 $ 51 $ 76 $ 60 $ 312 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt On June 18, 2021, we entered into a Second Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, National Association, as the administrative agent, swingline lender and issuing lender (the “Administrative Agent”), Wells Fargo Securities, LLC, 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 30, 2020, the "Prior Credit Agreement"), by and among us, the lenders from time-to-time party thereto and the 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 secured revolving loan facility in an aggregate principal amount of up to $500 million at any time outstanding, with a sublimit of $25 million for the issuance of letters of credit. Subject to the terms of the Credit Agreement, including obtaining commitments from existing lenders or new lenders, we may request term loans or additional revolving commitments. Pursuant to the Credit Agreement, the revolving line of credit terminates, and all revolving loans under the Credit Agreement will be due and payable, on June 18, 2026. The revolving loans accrue interest, at our option, at (i) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) 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 consolidated total net leverage ratio of less than or equal to 3.50 to 1.00, which increases to 4.00 to 1.00 for a specified period following material acquisitions, and a minimum consolidated interest coverage ratio of greater than or equal to 3.00 to 1.00, in each case determined in accordance with the Credit Agreement. The Credit Agreement provides for a commitment fee of 0.150% to 0.250% per annum, determined based upon our consolidated total net leverage ratio, on the average daily unused 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 guaranty agreement ("Guaranty") in favor of the Administrative Agent guarantying the obligations of the Company under the Credit Agreement, among other things. As of June 30, 2022, there were no Subsidiary Guarantors, and no Guaranty had been executed in connection with the Credit Agreement. In 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 of our (and their) assets to secure our( and their) obligations under the Credit Agreement and the Guaranty. The Credit Agreement contains customary affirmative and negative covenants. The affirmative covenants include, among other things, delivery of financial statements, compliance certificates and notices, payment of taxes and other obligations, maintenance of existence, maintenance of properties and insurance, maintenance of books and records, and compliance with applicable laws and regulations. The negative covenants include, among other things, limitations on indebtedness, liens, mergers, consolidations, acquisitions and sales of assets, investments, changes in the nature of the business, affiliate transactions and certain restricted payments. The Credit Agreement contains customary events of default including, among other things, payment defaults, breaches of covenants or representations and warranties, cross-defaults with certain other indebtedness, bankruptcy and insolvency events, judgment defaults and change in control events, subject to grace periods in certain instances. Upon an event of default, the Administrative Agent and the Lenders may declare all or a portion of the outstanding obligations payable by us to be immediately due and payable and exercise other rights and remedies provided for under the Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Credit Agreement at a per annum rate of interest equal to 2.00% above the otherwise applicable interest rate. Proceeds of revolving loans of the Credit Agreement may be used for working capital and other general corporate purposes including acquisitions, share repurchases and dividend payouts. We may prepay the loans under the Credit Agreement in whole or in part at any time without premium or penalty. The following table presents the amounts outstanding related to our borrowing arrangements discussed above as of June 30, 2022 (unaudited) and December 31, 2021, respectively (in thousands): June 30, December 31, (in thousands) 2022 2021 Secured 2021 Revolving credit facility (effective interest rate of 2.8%) 475,000 300,000 Total Debt, non-current $ 475,000 $ 300,000 As of June 30, 2022, debt issuance costs of approximately $2.2 million attributable to the revolving credit facility are presented within "Other long-term assets" in our Consolidated Balance Sheet. These amounts are amortized to interest expense ratably over the life of the revolving line of credit. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies We provide product warranties with varying lengths of time and terms. Products sold with one-year limited warranties do not cover anything beyond ensuring that the product functions as intended and are accounted for as assurance-type warranties. Products bundled with multi-year warranty and services obligations or separately-priced optional warranty programs are accounted for as separate performance obligations. For the assurance-type warranties described above, a 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 six months ended June 30, 2022 and 2021 was as follows: Six Months Ended June 30, (In thousands) (Unaudited) 2022 2021 Balance at the beginning of the period $ 3,210 $ 2,872 Accruals for warranties issued during the period 1,405 1,375 Accruals related to pre-existing warranties (399) 95 Settlements made (in cash or in kind) during the period (1,067) (1,456) Balance at the end of the period $ 3,149 $ 2,886 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring On October 26, 2021, we initiated a restructuring plan (the “2021 Plan”) that resulted in the site closure of our 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. A summary of the charges in our consolidated statement of operations resulting from our restructuring activities is shown below: Three Months Ended June 30, Six Months Ended June 30, (In thousands) (Unaudited) (Unaudited) 2022 2021 2022 2021 Cost of sales $ — $ (118) $ — $ (43) Research and development 292 223 692 379 Sales and marketing — 61 — 4,147 General and administrative — 147 — 2,105 Total restructuring and other related costs $ 292 $ 313 $ 692 $ 6,588 Total restructuring and other charges incurred during the three and six months ended June 30, 2022 related to the 2021 Plan were $0.3 million and $0.7 million, respectively, primarily related to employee severance costs. A summary of balance sheet activity during 2022 related to our restructuring activity is shown below: (in thousands) Restructuring Liability Balance as of December 31, 2021 $ 11,520 Income statement expense 692 Cash payments (9,604) Balance as of June 30, 2022 $ 2,608 The restructuring liability of $2.6 million at June 30, 2022 related primarily to severance payments associated with the restructuring activity is recorded in the “accrued compensation” line item of our consolidated balance sheet. |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 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 various legal proceedings, claims, and 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 investigation, litigation or dispute. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Test Systems Business (“TS Business”) From Kratzer Automation AG (“Kratzer”) On May 2, 2022, we completed the acquisition of certain assets of, and assumed certain liabilities of, the test systems business of Germany-based Kratzer. As part of this integrated transaction, we also purchased 100% of the shares in certain subsidiaries of Kratzer including Kratzer Automation S.a.r.l. (“Kratzer France”), Kratzer Automation Inc. (“Kratzer US”) and Kratzer Automation (Shanghai) Co., Ltd. ("Kratzer China"). The acquisitions of Kratzer France and Kratzer US were completed on June 1, 2022 and June 2, 2022, respectively. The consummation of the acquisition of Kratzer China is anticipated in the third quarter of 2022 and has been excluded from the net assets acquired and liabilities assumed. This transaction was accounted for as a business combination using the acquisition method of accounting. Total cash consideration for the transaction was $56.8 million inclusive of $0.7 million in cash acquired. All of the acquired assets and liabilities of the TS Business have been recorded at their respective fair values as of the acquisition date. The acquisition was funded by cash on hand. Transaction costs have been expensed as incurred. During the six months ended June 30, 2022, we expensed $1.9 million of transaction costs related to the acquisition of the TS Business, which are included in selling, general and administrative expenses. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill generated from the acquisition is primarily attributed to expected growth in the scope of and market opportunities for our existing offerings related to vehicle electrification test systems and other related applications. The goodwill is deductible locally and the U.S. over 15 years for federal income tax purposes. Fair value of net assets acquired and liabilities assumed The information below represents the preliminary purchase price allocation of the TS Business (in thousands): May 2, 2022 Consideration Transferred $ 56,806 Cash and cash equivalents 672 Accounts receivable 894 Inventories 3,090 Prepaid expenses and other current assets 1,871 Property and equipment 1,063 Goodwill 18,193 Intangible assets 35,105 Operating lease right-of-use assets 4,552 Other long-term assets 23 Accounts payable and accrued expenses (126) Accrued compensation (464) Operating lease liabilities - current (1,051) Other current liabilities (3,514) Operating lease liabilities - non-current (3,502) Net Assets Acquired $ 56,806 The preliminary purchase price allocation related to the acquisition was not finalized as of June 30, 2022. These preliminary estimates of the fair value of the assets acquired and the liabilities assumed are based on the information currently available, and we are continuing to evaluate the underlying inputs and assumptions used in our valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of acquisition. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the acquisition would result in a corresponding increase in the amount of goodwill acquired. The primary areas of purchase price that are not yet finalized relate to intangible assets, income taxes and residual goodwill. Acquired intangible assets will be amortized over their estimated useful lives on a straight-line basis. The following table summarizes the preliminary purchase price allocation and the preliminary average remaining useful lives for identifiable intangible assets acquired. Estimated Fair Value (in thousands) Estimated Useful Lives (in years) Customer relationships $ 4,777 8-12 Developed software 27,588 5-8 Trade name contractual rights 2,562 2 Other 178 4-12 Total 35,105 Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers. The economic useful life was determined by examining the period of time over which a target cumulative present value of discounted cash flows could be achieved. Developed software represents the fair value of automation systems for performing test bench tasks and management systems for all resources and accruing data in the test field. The economic life of this software is estimated to be 10 years based on the expected future utilization of the software in its current form. Results of operations of the business acquired have been included in our condensed consolidated financial statements subsequent to the dates of acquisition. Pro-forma results of operations have not been presented as the impact of the acquired operations was not material. Acquisition of Electronic Vehicle (“EV”) Business From Heinzinger Electronic GmbH ("Heinzinger") On February 28, 2022, we completed the acquisition of the systems business of Heinzinger for $22.5 million in total cash consideration, subject to certain post-closing adjustments. This transaction is being accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of Heinzinger have been recorded at their respective fair values as of the acquisition date. We recognized approximately $14 million of goodwill and $7 million of other intangible assets as part of our preliminary purchase price allocation. Transaction costs have been expensed as incurred and were not material to the periods presented. The acquisition was funded by cash on hand. The preliminary purchase price allocation related to the acquisition was not finalized as of June 30, 2022, and is based upon a preliminary valuation which is subject to change as we obtain additional information with respect to certain intangible assets and income taxes. Pro-forma results of operations have not been presented as the impact of the acquired operations was not material. The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill generated from the acquisition is primarily attributable to expected growth in the scope of and market opportunities for our existing offerings related to vehicle electrification and other related applications. Goodwill is deductible for tax purposes. Acquisition of N H Research, LLC ("NHR") On October 19, 2021, we completed the acquisition of NHR, a manufacturer of test and measurement solutions for high power applications including EV and batteries. As a result of acquiring 100% of the 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. At the acquisition date, total consideration transferred was approximately $205 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, the balance of goodwill is deductible in the U.S. over 15 years for income tax purposes. 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 13 – 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. During the first quarter of 2022, we recorded a measurement period adjustment to our preliminary estimate of the fair value of liabilities assumed related to amounts owed for certain pre-acquisition activities. The increase to the fair value of acquired liabilities was $5.1 million, with a corresponding increase to goodwill. The change to this provisional amount had no impact to the current period income statement. During the second quarter of 2022, we recorded measurement period adjustments to total consideration transferred related to amounts received for certain pre-acquisition activities and certain post-closing adjustments. The net decrease to total consideration transferred was $0.8 million, with a corresponding decrease to goodwill. This change had no impact to the current period income statement. 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 $ 205,396 Cash 2,935 Accounts receivable, net 3,902 Inventories, net 4,764 Property and equipment, net 287 Other assets and liabilities (4,621) Intangible assets 98,510 Goodwill 102,090 Accounts payable and accrued expenses (2,186) Deferred revenue (285) Net assets acquired $ 205,396 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 evaluate the underlying inputs and assumptions used in our valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of acquisition. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the acquisition would result in a corresponding increase in the amount of goodwill acquired. The primary areas of the purchase price that are not yet finalized relate to certain liabilities related to preacquisition activities and residual goodwill. Acquired intangible assets will be amortized over their estimated useful lives on a straight-line basis. The following table summarizes the preliminary purchase price allocation, and the preliminary average remaining useful lives, for identifiable intangible assets acquired: Estimated Fair Value (in thousands) Estimated Useful Lives (in years) Customer relationships $ 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 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 three and six months ended June 30, 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. Three months ended June 30, Six Months Ended June 30, (in thousands) 2021 2021 Net sales $ 356,064 $ 698,998 Net income $ 17,628 $ 21,512 Other Acquisitions During the second quarter of 2021, we also completed the acquisition of a software company that specialized in signal processing and hi-fi simulation software for validation of autonomous vehicles and advanced driver assistance systems (ADAS), 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 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 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 results of operations have not been presented because the effects of the acquired operations were not material. The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill generated from the acquisition is primarily attributable to expected growth in the scope of and market opportunities for our software-defined automated test and measurement platform. Goodwill is not deductible for tax purposes. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events Dividends On July 20, 2022, our Board of Directors declared a quarterly cash dividend of $0.28 per common share, payable on August 29, 2022, to stockholders of record on August 8, 2022. Sale of Property During July 2022, we completed the sale of two buildings and a parcel of land for approximately $42 million in cash. We expect to recognize a gain on the disposals of approximately $25 million, net of taxes, during the third quarter of 2022. |
Basis of presentation (Policies
Basis of presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 22, 2022 (the "Form 10-K"). In our opinion, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary to state fairly our financial position at June 30, 2022 and December 31, 2021, the results of our operations and comprehensive income for the three and six months ended June 30, 2022 and 2021, our cash flows for the six months ended June 30, 2022 and 2021 and our statement of stockholders' equity for the three and six months ended June 30, 2022 and 2021. Our operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States. |
Recent Accounting Pronouncements and Summary of Significant Accounting Policies | Recent Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08—Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with ASC Topic 606 as if the acquirer had originated the contracts. We early adopted the standard on January 1, 2022. The adoption of this accounting standard update did not have a material effect on our consolidated financial statements and related disclosures. In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-10 (“ASU 2021-10”), Government Assistance, to increase transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our annual financial statement disclosures. Although there are several other accounting pronouncements recently issued by the FASB, we do not expect the adoption of any of these accounting pronouncements to have material impact on our consolidated financial statements. Summary of Significant Accounting Policies There were no material changes to our significant accounting policies during the three and six months ended June 30, 2022 compared to the significant accounting policies described in our Form 10-K. |
Earnings Per Share | Earnings Per ShareBasic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. The number of common share equivalents, which includes restricted stock units ("RSUs"), is computed using the treasury stock method. |
Basis of presentation (Tables)
Basis of presentation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other (Expense) Income, net | Other (expense) income, net consisted of the following amounts: Three Months Ended June 30, Six Months Ended June 30, (In thousands) (Unaudited) (Unaudited) 2022 2021 2022 2021 Interest income $ 58 $ 113 $ 104 $ 274 Interest expense (2,500) (1,224) (3,792) (1,927) (Loss) gain from equity-method investments (471) (867) 131 (5,360) Net foreign exchange loss (769) (896) (1,935) (1,455) Other 177 (89) 2,019 437 Other expense, net $ (3,505) $ (2,963) $ (3,473) $ (8,031) |
Schedule of Other Current Liabilities | Other current liabilities on our consolidated balance sheet includes the following amounts (in thousands): As of June 30, 2022 As of December 31, (unaudited) 2021 Income taxes payable - current $ 11,071 $ 14,457 Hedge payable - current 7,523 7,091 Payroll taxes - current 5,711 5,785 Other 19,843 13,338 Total $ 44,148 $ 40,671 |
Schedule of Reconciliation of the Denominators used to Calculate Basic and Diluted EPS | The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, (Unaudited) (Unaudited) 2022 2021 2022 2021 Weighted average shares outstanding-basic 131,973 132,498 132,039 131,996 Plus: Common share equivalents RSUs 735 1,041 909 1,161 Weighted average shares outstanding-diluted 132,708 133,539 132,948 133,157 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Total net sales based on the timing of transfer of goods or services to customers and geographic region are as follows: Three Months Ended June 30, (Unaudited) 2022 2021 (In thousands) Net sales: Point-in-Time (1) Over Time Total Point-in-Time (1) Over Time Total Americas $ 134,337 $ 26,080 $ 160,417 $ 112,215 $ 22,455 $ 134,670 EMEA 76,092 20,591 96,683 67,252 21,917 89,169 APAC 127,858 10,557 138,415 111,894 10,963 122,857 Total net sales (1) $ 338,287 $ 57,228 $ 395,515 $ 291,361 $ 55,335 $ 346,696 (1) Net sales contains hedging gains and losses, which do not represent revenues recognized from customers. Six Months Ended June 30, (Unaudited) 2022 2021 (In thousands) Net sales: Point-in-Time (1) Over Time Total Point-in-Time (1) Over Time Total Americas $ 267,326 $ 52,302 $ 319,628 $ 216,801 $ 44,602 $ 261,403 EMEA 155,331 41,720 197,051 132,355 42,336 174,691 APAC 242,853 21,238 264,091 224,524 21,260 245,784 Total net sales (1) $ 665,510 $ 115,260 $ 780,770 $ 573,680 $ 108,198 $ 681,878 (1) Net sales contains hedging gains and losses, which do not represent revenues recognized from customers. The industry grouping used to disaggregate net sales is determined at the customer account level. Accounts assigned to one of our three industry-specific groupings are either designated as Semiconductor and Electronics, Transportation, or Aerospace, Defense and Government ("ADG"). We are able to leverage the investments in these areas to also serve a broad base of diverse customers in the other industries we serve, which are included in our Portfolio grouping. Our recent acquisitions described in Note 17 are presented within the "Transportation" industry grouping below. Three Months Ended June 30, Six Months Ended June 30, (In thousands) (Unaudited) Industry Grouping 2022 2021 2022 2021 Portfolio $ 113,239 $ 111,283 $ 239,822 $ 223,635 Semiconductor & Electronics 116,231 99,292 219,241 198,222 Aerospace, Defense & Government 100,256 87,296 192,928 163,565 Transportation 65,789 48,825 128,779 96,456 Total net sales $ 395,515 $ 346,696 $ 780,770 $ 681,878 |
Schedule of Changes in Unearned Revenue | Changes in deferred revenue, current and non-current, during the six months ended June 30, 2022 were as follows: (In thousands) Amount Balance as of December 31, 2021 $ 170,640 Deferral of revenue billed in current period, net of recognition 94,592 Recognition of revenue deferred in prior periods (93,219) Foreign currency translation impact (7,041) Balance as of June 30, 2022 (unaudited) $ 164,972 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below: Fair Value Measurements at Reporting Date Using (In thousands) (Unaudited) Description June 30, 2022 Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Money market funds $ 2,046 $ 2,046 $ — $ — Other assets: Derivatives 21,842 — 21,842 — Total Assets $ 23,888 $ 2,046 $ 21,842 $ — Liabilities Derivatives $ (9,688) $ — $ (9,688) $ — Total Liabilities $ (9,688) $ — $ (9,688) $ — (In thousands) Fair Value Measurements at Reporting Date Using Description December 31, 2021 Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Money market funds $ 101,290 $ 101,290 $ — $ — Other assets: Derivatives 12,407 — 12,407 — Total Assets $ 113,697 $ 101,290 $ 12,407 $ — Liabilities Derivatives $ (9,468) $ — $ (9,468) $ — Total Liabilities $ (9,468) $ — $ (9,468) $ — |
Derivative instruments and he_2
Derivative instruments and hedging activities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Forward Contracts Notional Amount | We held forward contracts designated as cash flow hedges with the following notional amounts: (In thousands) US Dollar Equivalent As of June 30, 2022 As of December 31, (Unaudited) 2021 British pound $ 19,636 $ 25,947 Chinese yuan 68,292 99,066 Euro 96,202 145,351 Hungarian forint 38,143 54,939 Japanese yen 26,062 43,128 Korean won 8,249 21,180 Malaysian ringgit 20,380 29,624 Total forward contracts notional amount $ 276,964 $ 419,235 |
Schedule of Fair Value of Derivative Instruments | The following tables present the fair value of derivative instruments on our Consolidated Balance Sheets at June 30, 2022 and December 31, 2021, respectively. Asset Derivatives June 30, 2022 December 31, 2021 (In thousands) (Unaudited) Balance Sheet Location Fair Value Fair Value Derivatives designated as hedging instruments Foreign exchange contracts - ST forwards Prepaid expenses and other current assets $ 18,248 $ 8,993 Foreign exchange contracts - LT forwards Other long-term assets 2,025 2,908 Total derivatives designated as hedging instruments $ 20,273 $ 11,901 Derivatives not designated as hedging instruments Foreign exchange contracts - ST forwards Prepaid expenses and other current assets $ 1,569 $ 506 Total derivatives not designated as hedging instruments $ 1,569 $ 506 Total derivatives $ 21,842 $ 12,407 Liability Derivatives June 30, 2022 December 31, 2021 (In thousands) (Unaudited) Balance Sheet Location Fair Value Fair Value Derivatives designated as hedging instruments Foreign exchange contracts - ST forwards Other current liabilities $ (6,911) $ (6,425) Foreign exchange contracts - LT forwards Other long-term liabilities (2,165) (2,377) Total derivatives designated as hedging instruments $ (9,076) $ (8,802) Derivatives not designated as hedging instruments Foreign exchange contracts - ST forwards Other current liabilities $ (612) $ (666) Total derivatives not designated as hedging instruments $ (612) $ (666) Total derivatives $ (9,688) $ (9,468) |
Schedule of Effect of Derivative Instruments | The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the three months ended June 30, 2022 and 2021, respectively: June 30, 2022 (In thousands) (Unaudited) Derivatives in Cash Flow Hedging Relationship Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign exchange contracts - forwards $ 10,252 Net sales $ 5,055 Foreign exchange contracts - forwards (2,446) Cost of sales (860) Foreign exchange contracts - forwards (1,645) Operating expenses (691) Total $ 6,161 $ 3,504 June 30, 2021 (In thousands) (Unaudited) Derivatives in Cash Flow Hedging Relationship Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign exchange contracts - forwards $ (558) Net sales $ (2,408) Foreign exchange contracts - forwards 1,692 Cost of sales 20 Foreign exchange contracts - forwards 1,247 Operating expenses 27 Total $ 2,381 $ (2,361) (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 June 30, 2022 June 30, 2021 (Unaudited) (Unaudited) Foreign exchange contracts - forwards Other expense $ 3,590 (662) Total $ 3,590 $ (662) The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the six months ended June 30, 2022 and 2021, respectively: June 30, 2022 (In thousands) (Unaudited) Derivatives in Cash Flow Hedging Relationship Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign exchange contracts - forwards $ 12,136 Net sales $ 6,794 Foreign exchange contracts - forwards (2,467) Cost of sales (1,187) Foreign exchange contracts - forwards (1,642) Operating expenses (931) Total $ 8,027 $ 4,676 June 30, 2021 (In thousands) (Unaudited) Derivatives in Cash Flow Hedging Relationship Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Gain or (Loss) Reclassified from Accumulated OCI into Income Foreign exchange contracts - forwards $ 15,728 Net sales $ (4,434) Foreign exchange contracts - forwards (837) Cost of sales (1) Foreign exchange contracts - forwards (529) Operating expenses 18 Total $ 14,362 $ (4,417) (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 June 30, 2022 June 30, 2021 (Unaudited) (Unaudited) Foreign exchange contracts - forwards Other expense $ 2,787 $ (2,263) Total $ 2,787 $ (2,263) |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net consist of the following: June 30, 2022 December 31, (In thousands) (Unaudited) 2021 Raw materials $ 229,517 $ 181,676 Work-in-process 15,354 14,573 Finished goods 98,756 92,994 Total $ 343,627 $ 289,243 |
Intangible assets, net and go_2
Intangible assets, net and goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets at June 30, 2022 and December 31, 2021 are as follows: June 30, 2022 (In thousands) (Unaudited) December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software development costs $ 39,705 $ (34,480) $ 5,225 $ 45,671 $ (36,457) $ 9,214 Acquired technology 174,529 (41,540) 132,989 148,155 (34,264) 113,891 Customer relationships 100,984 (25,642) 75,342 93,931 (19,717) 74,214 Patents 36,771 (30,396) 6,375 36,217 (29,316) 6,901 Other 36,649 (19,521) 17,128 32,962 (16,764) 16,198 Total $ 388,638 $ (151,579) $ 237,059 $ 356,936 $ (136,518) $ 220,418 |
Schedule of Goodwill | The carrying amount of goodwill as of June 30, 2022 was as follows: (In thousands) Amount Balance as of December 31, 2021 $ 575,992 Acquisitions 31,709 Measurement period adjustments 4,243 Foreign currency translation impact (8,151) Balance as of June 30, 2022 (unaudited) $ 603,793 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The components of operating lease expense were as follows (unaudited): Three Months Ended Six Months Ended (In thousands) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating Lease Cost (1) $ 5,478 $ 5,208 $ 10,895 $ 10,538 (1) Includes variable and short-term lease costs |
Schedule of Future Minimum Lease Payments | Maturities of lease liabilities as of June 30, 2022 were as follows (unaudited): (In thousands) Years ending December 31, Operating Leases 2022 (Excluding the six months ended June 30, 2022) $ 11,748 2023 12,844 2024 10,967 2025 8,015 2026 6,451 Thereafter 3,327 Total future minimum lease payments 53,352 Less imputed interest (4,019) Total lease liabilities $ 49,333 |
Comprehensive income (Tables)
Comprehensive income (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Comprehensive Income (Loss) | The accumulated OCI, net of tax, for the six months ended June 30, 2022 and 2021, consisted of the following: June 30, 2022 (Unaudited) (In thousands) Currency translation adjustment Investments Derivative instruments Accumulated other comprehensive income/(loss) Balance as of December 31, 2021 $ (23,179) $ — 3,048 $ (20,131) Current-period other comprehensive (loss) income (13,446) — 12,703 (743) Reclassified from accumulated OCI into income — — (4,676) (4,676) Income tax expense — — 1,930 1,930 Balance as of June 30, 2022 $ (36,625) $ — $ 9,145 $ (27,480) June 30, 2021 (Unaudited) (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 (4,911) (141) 9,945 4,893 Reclassified from accumulated OCI into income — — 4,417 4,417 Income tax (expense) benefit — (3) 3,262 3,259 Balance as of June 30, 2021 $ (14,977) $ (564) $ 766 $ (14,775) |
Authorized shares of common a_2
Authorized shares of common and preferred stock and stock-based compensation plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Key Assumptions to Value Market-based Awards | The key assumptions used in valuing these market-based awards are as follows: Six Months Ended (unaudited) June 30, 2022 June 30, 2021 Number of simulations 100,000 100,000 Expected volatility 37.81% 40.60% Expected life in years 2.95 years 2.95 years Risk-free interest rate 1.33% 0.21% Dividend yield 2.52% 2.66% |
Segment and geographic inform_2
Segment and geographic information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Country | The following table presents summarized information for net sales by country. Revenues from external customers are generally attributed to countries based upon the customer's location. Net sales attributable to each individual foreign country outside the U.S. and China were not material. (in millions) United States China (1) Rest of the World Total Net sales: Three months ended June 30, 2022 $ 153 $ 66 $ 177 $ 396 Three months ended June 30, 2021 $ 127 $ 59 $ 161 $ 347 Six months ended June 30, 2022 $ 306 $ 121 $ 354 $ 781 Six months ended June 30, 2021 $ 247 $ 113 $ 322 $ 682 (1): Includes Mainland China and the Hong Kong Special Administrative Region The following table presents summarized information for long-lived assets by country. Long-lived assets attributable to each individual country outside the U.S., Hungary and Malaysia were not material. Long-lived assets consist of property, plant, and equipment and operating lease right-of-use assets excluding intangible assets. (in millions) United States Hungary Malaysia Rest of the World Total Long-lived Assets: June 30, 2022 $ 125 $ 81 $ 52 $ 65 $ 323 December 31, 2021 $ 125 $ 51 $ 76 $ 60 $ 312 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Amounts Outstanding related to Borrowing Arrangements | The following table presents the amounts outstanding related to our borrowing arrangements discussed above as of June 30, 2022 (unaudited) and December 31, 2021, respectively (in thousands): June 30, December 31, (in thousands) 2022 2021 Secured 2021 Revolving credit facility (effective interest rate of 2.8%) 475,000 300,000 Total Debt, non-current $ 475,000 $ 300,000 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | The warranty reserve for the six months ended June 30, 2022 and 2021 was as follows: Six Months Ended June 30, (In thousands) (Unaudited) 2022 2021 Balance at the beginning of the period $ 3,210 $ 2,872 Accruals for warranties issued during the period 1,405 1,375 Accruals related to pre-existing warranties (399) 95 Settlements made (in cash or in kind) during the period (1,067) (1,456) Balance at the end of the period $ 3,149 $ 2,886 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Charges Resulting From Restructuring Activities | A summary of the charges in our consolidated statement of operations resulting from our restructuring activities is shown below: Three Months Ended June 30, Six Months Ended June 30, (In thousands) (Unaudited) (Unaudited) 2022 2021 2022 2021 Cost of sales $ — $ (118) $ — $ (43) Research and development 292 223 692 379 Sales and marketing — 61 — 4,147 General and administrative — 147 — 2,105 Total restructuring and other related costs $ 292 $ 313 $ 692 $ 6,588 |
Schedule of Restructuring Reserve by Type of Cost | A summary of balance sheet activity during 2022 related to our restructuring activity is shown below: (in thousands) Restructuring Liability Balance as of December 31, 2021 $ 11,520 Income statement expense 692 Cash payments (9,604) Balance as of June 30, 2022 $ 2,608 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The information below represents the preliminary purchase price allocation of the TS Business (in thousands): May 2, 2022 Consideration Transferred $ 56,806 Cash and cash equivalents 672 Accounts receivable 894 Inventories 3,090 Prepaid expenses and other current assets 1,871 Property and equipment 1,063 Goodwill 18,193 Intangible assets 35,105 Operating lease right-of-use assets 4,552 Other long-term assets 23 Accounts payable and accrued expenses (126) Accrued compensation (464) Operating lease liabilities - current (1,051) Other current liabilities (3,514) Operating lease liabilities - non-current (3,502) Net Assets Acquired $ 56,806 The information below represents the preliminary purchase price allocation of NHR (in thousands): October 19, 2021 Consideration Transferred $ 205,396 Cash 2,935 Accounts receivable, net 3,902 Inventories, net 4,764 Property and equipment, net 287 Other assets and liabilities (4,621) Intangible assets 98,510 Goodwill 102,090 Accounts payable and accrued expenses (2,186) Deferred revenue (285) Net assets acquired $ 205,396 |
Summary of Preliminary Purchase Price Allocation and Useful Lives | The following table summarizes the preliminary purchase price allocation and the preliminary average remaining useful lives for identifiable intangible assets acquired. Estimated Fair Value (in thousands) Estimated Useful Lives (in years) Customer relationships $ 4,777 8-12 Developed software 27,588 5-8 Trade name contractual rights 2,562 2 Other 178 4-12 Total 35,105 Estimated Fair Value (in thousands) 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 |
Schedule of Pro Forma Information | 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 three and six months ended June 30, 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. Three months ended June 30, Six Months Ended June 30, (in thousands) 2021 2021 Net sales $ 356,064 $ 698,998 Net income $ 17,628 $ 21,512 |
Basis of presentation - Other E
Basis of presentation - Other Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Interest income | $ 58 | $ 113 | $ 104 | $ 274 |
Interest expense | (2,500) | (1,224) | (3,792) | (1,927) |
(Loss) gain from equity-method investments | (471) | (867) | 131 | (5,360) |
Net foreign exchange loss | (769) | (896) | (1,935) | (1,455) |
Other | 177 | (89) | 2,019 | 437 |
Other expense, net | $ (3,505) | $ (2,963) | $ (3,473) | $ (8,031) |
Basis of presentation - Schedul
Basis of presentation - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Income taxes payable - current | $ 11,071 | $ 14,457 |
Hedge payable - current | 7,523 | 7,091 |
Payroll taxes - current | 5,711 | 5,785 |
Other | 19,843 | 13,338 |
Other current liabilities | $ 44,148 | $ 40,671 |
Basis of presentation - Sched_2
Basis of presentation - Schedule of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Weighted average shares outstanding - basic (in shares) | 131,973 | 132,498 | 132,039 | 131,996 |
Plus: Common share equivalents | ||||
RSUs (in shares) | 735 | 1,041 | 909 | 1,161 |
Weighted average shares outstanding-diluted (in shares) | 132,708 | 133,539 | 132,948 | 133,157 |
RSU | ||||
Plus: Common share equivalents | ||||
Anti-dilutive securities excluded from the computation of diluted EPS (in shares) | 2,026 | 1,369 | 1,324 | 166 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 395,515 | $ 346,696 | $ 780,770 | $ 681,878 |
Portfolio | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 113,239 | 111,283 | 239,822 | 223,635 |
Semiconductor & Electronics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 116,231 | 99,292 | 219,241 | 198,222 |
Aerospace, Defense & Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 100,256 | 87,296 | 192,928 | 163,565 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 65,789 | 48,825 | 128,779 | 96,456 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 160,417 | 134,670 | 319,628 | 261,403 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 96,683 | 89,169 | 197,051 | 174,691 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 138,415 | 122,857 | 264,091 | 245,784 |
Point-in-Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 338,287 | 291,361 | 665,510 | 573,680 |
Point-in-Time | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 134,337 | 112,215 | 267,326 | 216,801 |
Point-in-Time | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 76,092 | 67,252 | 155,331 | 132,355 |
Point-in-Time | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 127,858 | 111,894 | 242,853 | 224,524 |
Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 57,228 | 55,335 | 115,260 | 108,198 |
Over Time | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 26,080 | 22,455 | 52,302 | 44,602 |
Over Time | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 20,591 | 21,917 | 41,720 | 42,336 |
Over Time | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 10,557 | $ 10,963 | $ 21,238 | $ 21,260 |
Revenue - Change in Unearned Re
Revenue - Change in Unearned Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred revenue, beginning balance | $ 170,640 |
Deferral of revenue billed in current period, net of recognition | 94,592 |
Recognition of revenue deferred in prior periods | (93,219) |
Foreign currency translation impact | (7,041) |
Deferred revenue, ending balance | $ 164,972 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Payment terms | 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. |
Undelivered performance obligation | $ 80 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 24% |
Performance obligation, term | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 39% |
Performance obligation, term | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 37% |
Performance obligation, term |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||||||
Carrying value of equity method investments | $ 30,000,000 | $ 30,000,000 | $ 32,000,000 | |||
Impairment loss | $ 3,500,000 | |||||
Equity-Method Investment | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Net sales | 1,300,000 | $ 1,300,000 | 2,800,000 | $ 1,600,000 | ||
Purchase | $ 0 | $ 0 | $ 0 | $ 0 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other assets: | ||
Derivatives | $ 21,842 | $ 12,407 |
Total Assets | 23,888 | 113,697 |
Derivatives | (9,688) | (9,468) |
Total Liabilities | (9,688) | (9,468) |
Level 1 | ||
Other assets: | ||
Derivatives | 0 | 0 |
Total Assets | 2,046 | 101,290 |
Derivatives | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 2 | ||
Other assets: | ||
Derivatives | 21,842 | 12,407 |
Total Assets | 21,842 | 12,407 |
Derivatives | (9,688) | (9,468) |
Total Liabilities | (9,688) | (9,468) |
Level 3 | ||
Other assets: | ||
Derivatives | 0 | 0 |
Total Assets | 0 | 0 |
Derivatives | 0 | 0 |
Total Liabilities | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 2,046 | 101,290 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 2,046 | 101,290 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Derivative instruments and he_3
Derivative instruments and hedging activities - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) country | Jun. 30, 2021 | Jun. 30, 2022 USD ($) country | Jun. 30, 2021 | Dec. 31, 2021 USD ($) | |
Derivative [Line Items] | |||||
Number of countries for which entity has direct operations | country | 40 | 40 | |||
Period of protection against the reduction in value caused by a fluctuation, minimum (in number of years) | 1 year | ||||
Period of protection against the reduction in value caused by a fluctuation, maximum (in number of years) | 3 years | ||||
Duration of foreign currency forward contracts (or less) | 18 months | 24 months | |||
Foreign currency forward contracts notional amount | $ 276,964 | $ 276,964 | $ 419,235 | ||
Forward Contracts | |||||
Derivative [Line Items] | |||||
Duration of time, foreign currency cash flow hedge | 40 months | ||||
Forward Contracts | Net sales | |||||
Derivative [Line Items] | |||||
Gains (losses) expected to be reclassified from AOCI to earnings | $ 18,100 | ||||
Forward Contracts | Cost of sales | |||||
Derivative [Line Items] | |||||
Gains (losses) expected to be reclassified from AOCI to earnings | (3,900) | ||||
Forward Contracts | Operating expenses | |||||
Derivative [Line Items] | |||||
Gains (losses) expected to be reclassified from AOCI to earnings | $ (2,800) | ||||
Forward Contracts | Maximum | |||||
Derivative [Line Items] | |||||
Percentage of derivative risk hedged | 100% | 100% | |||
Other Derivatives | |||||
Derivative [Line Items] | |||||
Foreign currency forward contracts notional amount | $ 65,000 | $ 65,000 | $ 94,000 | ||
Other Derivatives | Maximum | |||||
Derivative [Line Items] | |||||
Percentage of derivative risk hedged | 90% | 90% | |||
Duration of foreign currency forward contracts (or less) | 90 days | ||||
Net sales | Geographic Concentration Risk | Non-Americas | |||||
Derivative [Line Items] | |||||
Concentration risk | 59% | 61% | 59% | 62% |
Derivative instruments and he_4
Derivative instruments and hedging activities - Summary Of Notional Amounts Of Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Total forward contracts notional amount | $ 276,964 | $ 419,235 |
British pound | ||
Derivative [Line Items] | ||
Total forward contracts notional amount | 19,636 | 25,947 |
Chinese yuan | ||
Derivative [Line Items] | ||
Total forward contracts notional amount | 68,292 | 99,066 |
Euro | ||
Derivative [Line Items] | ||
Total forward contracts notional amount | 96,202 | 145,351 |
Hungarian forint | ||
Derivative [Line Items] | ||
Total forward contracts notional amount | 38,143 | 54,939 |
Japanese yen | ||
Derivative [Line Items] | ||
Total forward contracts notional amount | 26,062 | 43,128 |
Korean won | ||
Derivative [Line Items] | ||
Total forward contracts notional amount | 8,249 | 21,180 |
Malaysian ringgit | ||
Derivative [Line Items] | ||
Total forward contracts notional amount | $ 20,380 | $ 29,624 |
Derivative instruments and he_5
Derivative instruments and hedging activities - Fair Value Of Derivative Instruments On Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 21,842 | $ 12,407 |
Derivative liability | (9,688) | (9,468) |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 20,273 | 11,901 |
Derivative liability | (9,076) | (8,802) |
Derivatives designated as hedging instruments | Foreign exchange contracts - ST forwards | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 18,248 | 8,993 |
Derivatives designated as hedging instruments | Foreign exchange contracts - ST forwards | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | (6,911) | (6,425) |
Derivatives designated as hedging instruments | Foreign exchange contracts - LT forwards | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 2,025 | 2,908 |
Derivatives designated as hedging instruments | Foreign exchange contracts - LT forwards | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | (2,165) | (2,377) |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1,569 | 506 |
Derivative liability | (612) | (666) |
Derivatives not designated as hedging instruments | Foreign exchange contracts - ST forwards | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1,569 | 506 |
Derivatives not designated as hedging instruments | Foreign exchange contracts - ST forwards | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | $ (612) | $ (666) |
Derivative instruments and he_6
Derivative instruments and hedging activities - Effect Of Derivative Instruments On Consolidated Statements Of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivatives designated as hedging instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in OCI on Derivative | $ 6,161 | $ 2,381 | $ 8,027 | $ 14,362 |
Gain or (Loss) Reclassified from Accumulated OCI into Income | 3,504 | (2,361) | 4,676 | (4,417) |
Derivatives designated as hedging instruments | Foreign exchange contracts - forwards | Net sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Reclassified from Accumulated OCI into Income | 5,055 | (2,408) | 6,794 | (4,434) |
Derivatives designated as hedging instruments | Foreign exchange contracts - forwards | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Reclassified from Accumulated OCI into Income | (860) | 20 | (1,187) | (1) |
Derivatives designated as hedging instruments | Foreign exchange contracts - forwards | Operating expenses | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Reclassified from Accumulated OCI into Income | (691) | 27 | (931) | 18 |
Derivatives designated as hedging instruments | Foreign Exchange Forward A | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in OCI on Derivative | 10,252 | (558) | 12,136 | 15,728 |
Derivatives designated as hedging instruments | Foreign Exchange Forward B | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in OCI on Derivative | (2,446) | 1,692 | (2,467) | (837) |
Derivatives designated as hedging instruments | Foreign Exchange Forward C | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in OCI on Derivative | (1,645) | 1,247 | (1,642) | (529) |
Derivatives not designated as hedging instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Income | 3,590 | (662) | 2,787 | (2,263) |
Derivatives not designated as hedging instruments | Foreign exchange contracts - forwards | Other expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Income | $ 3,590 | $ (662) | $ 2,787 | $ (2,263) |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 229,517 | $ 181,676 |
Work-in-process | 15,354 | 14,573 |
Finished goods | 98,756 | 92,994 |
Total | $ 343,627 | $ 289,243 |
Intangible assets, net and go_3
Intangible assets, net and goodwill - Schedule Of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 388,638 | $ 356,936 |
Accumulated Amortization | (151,579) | (136,518) |
Net Carrying Amount | 237,059 | 220,418 |
Capitalized software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 39,705 | 45,671 |
Accumulated Amortization | (34,480) | (36,457) |
Net Carrying Amount | 5,225 | 9,214 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 174,529 | 148,155 |
Accumulated Amortization | (41,540) | (34,264) |
Net Carrying Amount | 132,989 | 113,891 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 100,984 | 93,931 |
Accumulated Amortization | (25,642) | (19,717) |
Net Carrying Amount | 75,342 | 74,214 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 36,771 | 36,217 |
Accumulated Amortization | (30,396) | (29,316) |
Net Carrying Amount | 6,375 | 6,901 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 36,649 | 32,962 |
Accumulated Amortization | (19,521) | (16,764) |
Net Carrying Amount | $ 17,128 | $ 16,198 |
Intangible assets, net and go_4
Intangible assets, net and goodwill - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 14,800,000 | $ 15,900,000 | $ 27,200,000 | $ 29,900,000 | |
Number of operating segments | segment | 1 | ||||
Goodwill impairment | $ 0 | $ 0 | |||
Capitalized software development costs | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Software development costs capitalized | 0 | 500,000 | 200,000 | 800,000 | |
Amortization expense of capitalized software development costs | $ 1,300,000 | $ 6,300,000 | $ 3,300,000 | $ 13,300,000 | |
Capitalized software development costs | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 3 years | ||||
Capitalized software development costs | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 6 years | ||||
Acquired technology | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 5 years | ||||
Acquired technology | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 10 years | ||||
Customer relationships | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 5 years | ||||
Customer relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 10 years | ||||
Other | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 5 years | ||||
Other | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 10 years | ||||
Patents | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 10 years | ||||
Patents | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets amortization period (in years) | 17 years |
Intangible assets, net and go_5
Intangible assets, net and goodwill - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 575,992 |
Acquisitions | 31,709 |
Measurement period adjustments | 4,243 |
Foreign currency translation impact | (8,151) |
Balance at end of period | $ 603,793 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Option to terminate period | 1 year | |||
Operating Lease Cost | $ 5,478 | $ 5,208 | $ 10,895 | $ 10,538 |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining term | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining term | 92 years | 92 years | ||
Option to extend term | 9 years | 9 years |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (Excluding the six months ended June 30, 2022) | $ 11,748 |
2023 | 12,844 |
2024 | 10,967 |
2025 | 8,015 |
2026 | 6,451 |
Thereafter | 3,327 |
Total future minimum lease payments | 53,352 |
Less imputed interest | (4,019) |
Total lease liabilities | $ 49,333 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance | $ 84 | $ 84 | $ 84 | ||
Unrecognized tax benefits | 10.6 | 10.6 | $ 9.4 | ||
Gross increase in unrecognized tax benefits, current period | 0.5 | ||||
Reasonable possibility of future tax benefits | 1.5 | 1.5 | |||
Interest expense related to uncertain tax positions | 0 | ||||
Accrued interest related to uncertain tax positions | $ 0.3 | $ 0.3 | |||
Effective income tax rate | 28% | 20% | 21% | 16% | |
Income tax benefit of tax holiday (in usd per share) | $ 0.01 | $ 0.01 | |||
Hungary | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax benefit in foreign tax position | $ 0.9 | $ 0.2 | $ 2.9 | $ 0.3 | |
Malaysia | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax benefit of tax holiday, amount | $ 0.5 | $ 0.2 | $ 1.1 | $ 0.3 | |
Income tax benefit of tax holiday (in usd per share) | $ 0.01 | $ 0.01 |
Comprehensive income (Details)
Comprehensive income (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 1,223,697 | $ 1,224,871 |
Current-period other comprehensive (loss) income | (743) | 4,893 |
Reclassified from accumulated OCI into income | (4,676) | 4,417 |
Income tax (expense) benefit | 1,930 | 3,259 |
Ending Balance | 1,168,507 | 1,235,652 |
Currency translation adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (23,179) | (10,066) |
Current-period other comprehensive (loss) income | (13,446) | (4,911) |
Reclassified from accumulated OCI into income | 0 | 0 |
Income tax (expense) benefit | 0 | 0 |
Ending Balance | (36,625) | (14,977) |
Investments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | 0 | (426) |
Current-period other comprehensive (loss) income | 0 | (141) |
Reclassified from accumulated OCI into income | 0 | 0 |
Income tax (expense) benefit | 0 | (3) |
Ending Balance | 0 | (564) |
Derivative instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | 3,048 | (10,334) |
Current-period other comprehensive (loss) income | 12,703 | 9,945 |
Reclassified from accumulated OCI into income | (4,676) | 4,417 |
Income tax (expense) benefit | 1,930 | 3,262 |
Ending Balance | 9,145 | 766 |
Accumulated other comprehensive income/(loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (20,131) | (20,826) |
Ending Balance | $ (27,480) | $ (14,775) |
Authorized shares of common a_3
Authorized shares of common and preferred stock and stock-based compensation plans - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||||
May 10, 2022 | Jan. 01, 2022 | Jan. 01, 2021 | May 05, 2020 | May 12, 2015 | May 11, 2010 | May 10, 2005 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Jan. 19, 2022 | Dec. 31, 2021 | Oct. 23, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common and preferred stock shares authorized (in shares) | 365,000,000 | 365,000,000 | |||||||||||||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock, par value per share (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Common stock, authorized (in shares) | 360,000,000 | 360,000,000 | 360,000,000 | ||||||||||||
Common stock, par value per share (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | ||||||||||||
Preferred stock, issued (in shares) | 0 | 0 | 0 | ||||||||||||
Common stock repurchased (in shares) | 1,758,928 | ||||||||||||||
Common stock repurchased, average cost per share (in usd per share) | $ 39.80 | ||||||||||||||
2022 Program | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Board of Directors approved stock repurchase (up to) | $ 250,000,000 | ||||||||||||||
Authorized common stock available for repurchase Amount | $ 191,000,000 | $ 191,000,000 | |||||||||||||
Common stock repurchased (in shares) | 986,876 | ||||||||||||||
Common stock repurchased, average cost per share (in usd per share) | $ 39.06 | ||||||||||||||
2019 Program | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Authorized common stock available for repurchase (in shares) | 0 | 3,000,000 | |||||||||||||
Common stock repurchased (in shares) | 0 | 0 | |||||||||||||
Minimum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Percentage of target shares granted | 0% | ||||||||||||||
Maximum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Percentage of target shares granted | 200% | ||||||||||||||
Performance Shares | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Performance-based stock units, vested in period (in shares) | 164,843 | 130,006 | |||||||||||||
Performance period | 3 years | 3 years | 3 years | ||||||||||||
Performance-based stock units, weighted average grant date fair value (in usd per share) | $ 59.65 | $ 66.97 | $ 59.65 | $ 66.97 | |||||||||||
2005 Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares reserved for issuance (in shares) | 3,362,304 | 4,050,000 | |||||||||||||
Award vesting period (in years) | 10 years | ||||||||||||||
2005 Plan | Vesting period one | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 3 years | ||||||||||||||
2005 Plan | Vesting period two | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 5 years | ||||||||||||||
2005 Plan | Vesting period three | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 10 years | ||||||||||||||
2010 Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common stock, authorized (in shares) | 3,000,000 | ||||||||||||||
Number of shares reserved for issuance (in shares) | 2,518,416 | ||||||||||||||
2010 Plan | Vesting period one | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 3 years | ||||||||||||||
2010 Plan | Vesting period two | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 5 years | ||||||||||||||
2010 Plan | Vesting period three | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 10 years | ||||||||||||||
1994 and 2005 Plans | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares reserved for issuance (in shares) | 3,362,304 | ||||||||||||||
2015 Plans | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares reserved for issuance (in shares) | 567,142 | 3,000,000 | |||||||||||||
Shares available for grant under stock plan (in shares) | 567,142 | ||||||||||||||
2015 Plans | Vesting period one | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 3 years | ||||||||||||||
2015 Plans | Vesting period two | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 4 years | ||||||||||||||
2015 Plans | Vesting period three | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 5 years | ||||||||||||||
2015 Plans | Vesting period four | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 10 years | ||||||||||||||
2020 Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares reserved for issuance (in shares) | 4,500,000 | ||||||||||||||
Shares available for grant under stock plan (in shares) | 1,568,571 | ||||||||||||||
2020 Plan | Vesting period one | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 1 year | ||||||||||||||
2020 Plan | Vesting period two | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 2 years | ||||||||||||||
2020 Plan | Vesting period three | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 3 years | ||||||||||||||
2020 Plan | Vesting period four | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 4 years | ||||||||||||||
ESPP | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Shares available for grant under stock plan (in shares) | 3,000,000 | ||||||||||||||
Percentage of the lower of the market related to purchase of common stock | 85% | 85% | |||||||||||||
Maximum employee subscription rate | 15% | 15% | |||||||||||||
Common stock reserved for future issuance under employee stock purchase plan (in shares) | 4,517,229 | 4,517,229 | |||||||||||||
Shares issued under employee stock purchase plan (in shares) | 544,292 | ||||||||||||||
Weighted average purchase price of employees' purchase rights (in usd per share) | $ 32.81 | ||||||||||||||
2022 Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares reserved for issuance (in shares) | 4,500,000 | ||||||||||||||
Shares available for grant under stock plan (in shares) | 6,143,665 | 6,143,665 | |||||||||||||
2022 Plan | Vesting period one | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 1 year | ||||||||||||||
2022 Plan | Vesting period two | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 2 years | ||||||||||||||
2022 Plan | Vesting period three | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 3 years | ||||||||||||||
2022 Plan | Vesting period four | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Award vesting period (in years) | 4 years |
Authorized shares of common a_4
Authorized shares of common and preferred stock and stock-based compensation plans - Schedule of Key Assumptions to Value Market-based Awards (Details) - Performance Shares - simulation simulation in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of simulations | 100 | 100 |
Expected volatility | 37.81% | 40.60% |
Expected life in years | 2 years 11 months 12 days | 2 years 11 months 12 days |
Risk-free interest rate | 1.33% | 0.21% |
Dividend yield | 2.52% | 2.66% |
Segment and geographic inform_3
Segment and geographic information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment region | |
Segment Reporting [Abstract] | |
Number of operating segments | segment | 1 |
Number of geographic regions company operates in | region | 3 |
Segment and geographic inform_4
Segment and geographic information - Schedule of Net Sales by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 395,515 | $ 346,696 | $ 780,770 | $ 681,878 | |
Long-lived assets | 323,000 | 323,000 | $ 312,000 | ||
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 153,000 | 127,000 | 306,000 | 247,000 | |
Long-lived assets | 125,000 | 125,000 | 125,000 | ||
China | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 66,000 | 59,000 | 121,000 | 113,000 | |
Hungary | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived assets | 81,000 | 81,000 | 51,000 | ||
Malaysia | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived assets | 52,000 | 52,000 | 76,000 | ||
Rest of the World | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 177,000 | $ 161,000 | 354,000 | $ 322,000 | |
Long-lived assets | $ 65,000 | $ 65,000 | $ 60,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Secured Revolving Loan Facility - Credit Agreement | Jun. 18, 2021 USD ($) | Jun. 30, 2022 USD ($) |
Line of Credit Facility [Line Items] | ||
Unsecured revolving line of credit | $ 500,000,000 | |
Total leverage ratio | 3.50 | |
Leverage ratio for material acquisitions | 4 | |
Debt instrument, covenant, liquidity ratio leverage, minimum | 3 | |
Debt issuance costs | $ 2,200,000 | |
Minimum | ||
Line of Credit Facility [Line Items] | ||
Quarterly commitment fee | 0.15% | |
Maximum | ||
Line of Credit Facility [Line Items] | ||
Quarterly commitment fee | 0.25% | |
Federal funds rate | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate spread | 0.50% | |
LIBOR | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate spread | 1% | |
LIBOR | Minimum | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, default interest rate | 2% | |
LIBOR Margin | Minimum | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate spread | 0.25% | |
LIBOR Margin | Maximum | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate spread | 0.75% | |
LIBOR Plus Margin | Minimum | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate spread | 1.25% | |
LIBOR Plus Margin | Maximum | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate spread | 1.75% | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Unsecured revolving line of credit | $ 25,000,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - Secured Revolving Loan Facility - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total Debt, non-current | $ 475,000 | $ 300,000 |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 2.80% | |
Total Debt | $ 475,000 | $ 300,000 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Limited warranty on products (in number of years) | 1 year | |
Noncancellable unconditional purchase obligations | $ 61.8 | $ 11.7 |
Commitments and contingencies_2
Commitments and contingencies - Schedule Of Warranty Reserve (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at the beginning of the period | $ 3,210 | $ 2,872 |
Accruals for warranties issued during the period | 1,405 | 1,375 |
Accruals related to pre-existing warranties | (399) | 95 |
Settlements made (in cash or in kind) during the period | (1,067) | (1,456) |
Balance at the end of the period | $ 3,149 | $ 2,886 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | $ 292 | $ 313 | $ 692 | $ 6,588 |
Restructuring liability | 2,600 | 2,600 | ||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | $ 300 | $ 700 |
Restructuring - Summary of Char
Restructuring - Summary of Charges in Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | $ 292 | $ 313 | $ 692 | $ 6,588 |
Cost of sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | 0 | (118) | 0 | (43) |
Research and development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | 292 | 223 | 692 | 379 |
Sales and marketing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | 0 | 61 | 0 | 4,147 |
General and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and other related costs | $ 0 | $ 147 | $ 0 | $ 2,105 |
Restructuring - Summary of Bala
Restructuring - Summary of Balance Sheet Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | $ 11,520 | |||
Income statement expense | $ 292 | $ 313 | 692 | $ 6,588 |
Cash payments | (9,604) | |||
Restructuring reserve, ending balance | $ 2,608 | $ 2,608 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
May 02, 2022 | Feb. 28, 2022 | Oct. 19, 2021 | Oct. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 603,793 | $ 575,992 | ||||||
Term loan facility | Wells Fargo Securities, LLC | Line of Credit | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from term loan | $ 200,000 | |||||||
T S Business | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 100% | |||||||
Cash consideration | $ 56,806 | |||||||
Cash acquired from acquisition | 700 | |||||||
Transaction costs | 1,900 | |||||||
Goodwill | 18,193 | |||||||
Intangible assets | $ 35,105 | |||||||
T S Business | Developed software | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Lives (in years) | 10 years | |||||||
Heinzinger | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 22,500 | |||||||
Goodwill | 14,000 | |||||||
Intangible assets | $ 7,000 | |||||||
NHR | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 100% | |||||||
Cash consideration | $ 205,396 | |||||||
Cash acquired from acquisition | 3,000 | |||||||
Transaction costs | $ 6,000 | |||||||
Goodwill | 102,090 | |||||||
Intangible assets | $ 98,510 | |||||||
Increase to the fair value of acquired liabilities | $ 5,100 | |||||||
Net decrease in total consideration transferred | $ 800 | |||||||
Other Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 20,000 | |||||||
Goodwill | 17,000 | |||||||
Intangible assets | $ 4,000 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | May 02, 2022 | Oct. 19, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 603,793 | $ 575,992 | ||
T S Business | ||||
Business Acquisition [Line Items] | ||||
Consideration Transferred | $ 56,806 | |||
Cash | 672 | |||
Accounts receivable, net | 894 | |||
Inventories, net | 3,090 | |||
Prepaid expenses and other current assets | 1,871 | |||
Property and equipment, net | 1,063 | |||
Goodwill | 18,193 | |||
Intangible assets | 35,105 | |||
Operating lease right-of-use assets | 4,552 | |||
Other long-term assets | 23 | |||
Accounts payable and accrued expenses | (126) | |||
Accrued compensation | (464) | |||
Operating lease liabilities - current | (1,051) | |||
Other current liabilities | (3,514) | |||
Operating lease liabilities - non-current | (3,502) | |||
Net assets acquired | $ 56,806 | |||
NHR | ||||
Business Acquisition [Line Items] | ||||
Consideration Transferred | $ 205,396 | |||
Cash | 2,935 | |||
Accounts receivable, net | 3,902 | |||
Inventories, net | 4,764 | |||
Property and equipment, net | 287 | |||
Other assets and liabilities | (4,621) | |||
Goodwill | 102,090 | |||
Intangible assets | 98,510 | |||
Accounts payable and accrued expenses | (2,186) | |||
Deferred revenue | (285) | |||
Net assets acquired | $ 205,396 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Price Allocation and Useful Lives (Details) - USD ($) $ in Thousands | May 02, 2022 | Oct. 19, 2021 |
Developed software | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives (in years) | 2 years | |
Developed software | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives (in years) | 7 years | |
T S Business | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 35,105 | |
T S Business | Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 4,777 | |
T S Business | Customer relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives (in years) | 8 years | |
T S Business | Customer relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives (in years) | 12 years | |
T S Business | Developed software | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 27,588 | |
Estimated Useful Lives (in years) | 10 years | |
T S Business | Developed software | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives (in years) | 5 years | |
T S Business | Developed software | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives (in years) | 8 years | |
T S Business | Trade name contractual rights | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 2,562 | |
Estimated Useful Lives (in years) | 2 years | |
T S Business | Other | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 178 | |
T S Business | Other | Minimum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives (in years) | 4 years | |
T S Business | Other | Maximum | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives (in years) | 12 years | |
NHR | ||
Business Acquisition [Line Items] | ||
Total | $ 98,510 | |
NHR | In-process research and development (IPR&D) | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | 4,030 | |
NHR | Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 54,350 | |
Estimated Useful Lives (in years) | 7 years | |
NHR | Developed software | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 6,010 | |
NHR | Existing product configurations | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 28,300 | |
Estimated Useful Lives (in years) | 9 years | |
NHR | Trade name | ||
Business Acquisition [Line Items] | ||
Estimated Fair Value (in thousands) | $ 5,820 | |
Estimated Useful Lives (in years) | 6 years |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - NHR - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||
Net sales | $ 356,064 | $ 698,998 |
Net income | $ 17,628 | $ 21,512 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jul. 25, 2022 | Jul. 20, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||||||
Dividends declared per share (in usd per share) | $ 0.28 | $ 0.27 | $ 0.56 | $ 0.54 | ||
Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared per share (in usd per share) | $ 0.28 | |||||
Subsequent event | Two Buildings | Discontinued Operations, Disposed of by Sale | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sale of assets | $ 42 | |||||
Gain on sale of business/assets | $ 25 |