Delaware
|
000-25426
|
74-1871327
|
||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release dated April 28, 2015
|
|
NATIONAL INSTRUMENTS CORPORATION
|
|||
By:
|
/s/ DAVID G. HUGLEY
|
||
David G. Hugley
Vice President & General Counsel; Secretary
|
● |
Record revenue for a first quarter of $289 million
|
|
● |
Revenue up 2 percent year over year in U.S. dollar terms and 8 percent in constant currency terms
|
|
● |
Continued broad adoption of PXI and strong growth in revenue from RF products
|
|
● |
GAAP operating margin of 7 percent
|
|
● |
Non-GAAP operating margin of 11 percent
|
|
● |
Fully diluted GAAP EPS of $0.12 and fully diluted non-GAAP EPS of $0.18
|
|
● |
EBITDA of $37 million or $0.29 per share
|
|
● |
Cash and short-term investments of $443 million at March 31, 2015
|
National Instruments
|
||||
Condensed Consolidated Balance Sheets
|
||||
(in thousands)
|
||||
March 31,
|
December 31,
|
|||
2015
|
2014
|
|||
(unaudited)
|
||||
Assets
|
||||
Current assets:
|
||||
Cash and cash equivalents
|
$
|
239,548
|
$
|
274,030
|
Short-term investments
|
203,721
|
197,163
|
||
Accounts receivable, net
|
190,992
|
202,329
|
||
Inventories, net
|
177,980
|
173,052
|
||
Prepaid expenses and other current assets
|
72,575
|
70,075
|
||
Deferred income taxes, net
|
31,406
|
31,171
|
||
Total current assets
|
916,222
|
947,820
|
||
Property and equipment, net
|
263,322
|
264,086
|
||
Goodwill
|
166,974
|
144,325
|
||
Intangible assets, net
|
75,421
|
78,282
|
||
Other long-term assets
|
21,120
|
20,978
|
||
Total assets
|
$
|
1,443,059
|
$
|
1,455,491
|
Liabilities and Stockholders' Equity
|
||||
Current liabilities:
|
||||
Accounts payable
|
$
|
57,671
|
$
|
58,603
|
Accrued compensation
|
23,656
|
33,774
|
||
Deferred revenue - current
|
109,300
|
105,964
|
||
Accrued expenses and other liabilities
|
12,930
|
14,714
|
||
Other taxes payable
|
31,589
|
34,602
|
||
Total current liabilities
|
235,146
|
247,657
|
||
Deferred income taxes
|
46,485
|
47,406
|
||
Liability for uncertain tax positions
|
10,256
|
10,127
|
||
Deferred revenue - long-term
|
26,136
|
26,452
|
||
Other long-term liabilities
|
10,088
|
6,353
|
||
Total liabilities
|
328,111
|
337,995
|
||
Stockholders' equity:
|
||||
Preferred stock
|
-
|
-
|
||
Common stock
|
1,281
|
1,278
|
||
Additional paid-in capital
|
680,228
|
662,889
|
||
Retained earnings
|
455,651
|
464,993
|
||
Accumulated other comprehensive loss
|
(22,212)
|
(11,664)
|
||
Total stockholders' equity
|
1,114,948
|
1,117,496
|
||
Total liabilities and stockholders' equity
|
$
|
1,443,059
|
$
|
1,455,491
|
National Instruments
|
||||
Condensed Consolidated Statements of Income
|
||||
(in thousands, except per share data, unaudited)
|
||||
Three Months Ended
|
||||
March 31,
|
||||
2015
|
2014
|
|||
Net sales:
|
||||
Product
|
$
|
261,574
|
$
|
262,264
|
Software maintenance
|
27,939
|
22,410
|
||
Total net sales
|
289,513
|
284,674
|
||
Cost of sales:
|
||||
Product
|
74,881
|
69,621
|
||
Software maintenance
|
1,455
|
1,581
|
||
Total cost of sales
|
76,336
|
71,202
|
||
Gross profit
|
213,177
|
213,472
|
||
Operating expenses:
|
||||
Sales and marketing
|
109,553
|
111,916
|
||
Research and development
|
60,520
|
55,259
|
||
General and administrative
|
22,971
|
22,473
|
||
Total operating expenses
|
193,044
|
189,648
|
||
Operating income
|
20,133
|
23,824
|
||
Other income:
|
||||
Interest income
|
353
|
197
|
||
Net foreign exchange (loss) gain
|
(1,674)
|
50
|
||
Other income, net
|
628
|
88
|
||
Income before income taxes
|
19,440
|
24,159
|
||
Provision for income taxes
|
4,436
|
5,436
|
||
Net income
|
$
|
15,004
|
$
|
18,723
|
Basic earnings per share
|
$
|
0.12
|
$
|
0.15
|
Diluted earnings per share
|
$
|
0.12
|
$
|
0.15
|
Weighted average shares outstanding -
|
||||
basic
|
128,040
|
125,973
|
||
diluted
|
128,676
|
126,725
|
||
Dividends declared per share
|
$
|
0.19
|
$
|
0.15
|
Condensed Consolidated Statements of Cash Flows
|
||||
(in thousands, unaudited)
|
||||
Three Months Ended March 31,
|
||||
2015
|
2014
|
|||
Cash flow from operating activities:
|
||||
Net income
|
$
|
15,004
|
$
|
18,723
|
Adjustments to reconcile net income to net cash provided
|
||||
by operating activities:
|
||||
Depreciation and amortization
|
17,924
|
16,994
|
||
Stock-based compensation
|
6,391
|
6,553
|
||
Tax benefit expense from deferred income taxes
|
(2,238)
|
(3,198)
|
||
Tax benefit from stock option plans
|
(16)
|
(70)
|
||
Net change in operating assets and liabilities
|
(10,654)
|
7,140
|
||
Net cash provided by operating activities
|
26,411
|
46,142
|
||
Cash flow from investing activities:
|
||||
Capital expenditures
|
(10,263)
|
(11,959)
|
||
Capitalization of internally developed software
|
(2,222)
|
(7,602)
|
||
Additions to other intangibles
|
(399)
|
(1,049)
|
||
Acquisitions, net of cash received
|
(24,523)
|
-
|
||
Purchases of short-term investments
|
(22,332)
|
(9,649)
|
||
Sales and maturities of short-term investments
|
15,774
|
3,389
|
||
Net cash used by investing activities
|
(43,965)
|
(26,870)
|
||
Cash flow from financing activities:
|
||||
Proceeds from issuance of common stock
|
7,402
|
10,000
|
||
Dividends paid
|
(24,346)
|
(18,904)
|
||
Tax benefit from stock option plans
|
16
|
70
|
||
Net cash used by financing activities
|
(16,928)
|
(8,834)
|
||
Net change in cash and cash equivalents
|
(34,482)
|
10,438
|
||
Cash and cash equivalents at beginning of period
|
274,030
|
230,263
|
||
Cash and cash equivalents at end of period
|
$
|
239,548
|
$
|
240,701
|
National Instruments
|
||||
Detail of GAAP charges related to stock-based compensation, amortization of acquisition intangibles and acquisition transaction costs and restructuring charges
|
||||
(in thousands, unaudited)
|
||||
Three Months Ended
|
||||
March 31,
|
||||
2015
|
2014
|
|||
Stock-based compensation
|
||||
Cost of sales
|
$
|
456
|
$
|
441
|
Sales and marketing
|
2,643
|
2,811
|
||
Research and development
|
2,461
|
2,451
|
||
General and administrative
|
831
|
850
|
||
Provision for income taxes
|
(1,566)
|
(1,836)
|
||
Total
|
$
|
4,825
|
$
|
4,717
|
Amortization of acquisition intangibles
|
||||
Cost of sales
|
$
|
2,575
|
$
|
2,666
|
Sales and marketing
|
438
|
466
|
||
Research and development
|
344
|
406
|
||
Other income, net
|
154
|
170
|
||
Provision for income taxes
|
(1,162)
|
(1,224)
|
||
Total
|
$
|
2,349
|
$
|
2,484
|
Acquisition transaction costs and restructuring charges
|
||||
Cost of sales
|
$
|
573
|
$
|
-
|
Sales and marketing
|
-
|
88
|
||
Research and development
|
-
|
153
|
||
General and administrative
|
201
|
65
|
||
Provision for income taxes
|
(249)
|
(107)
|
||
Total
|
$
|
525
|
$
|
199
|
National Instruments
|
||||
Reconciliation of GAAP to Non-GAAP Measures
|
||||
(in thousands, unaudited)
|
||||
Three Months Ended
|
||||
March 31,
|
||||
2015
|
2014
|
|||
Reconciliation of Gross Profit to Non-GAAP Gross Profit
|
||||
Gross profit, as reported
|
$
|
213,177
|
$
|
213,472
|
Stock-based compensation
|
456
|
441
|
||
Amortization of acquisition intangibles
|
2,575
|
2,666
|
||
Acquisition transaction costs and restructuring
|
573
|
-
|
||
Non-GAAP gross profit
|
$
|
216,781
|
$
|
216,579
|
Non-GAAP gross margin
|
75%
|
76%
|
||
Reconciliation of Operating Expenses to Non-GAAP Operating Expenses
|
||||
Operating expenses, as reported
|
$
|
193,044
|
$
|
189,648
|
Stock-based compensation
|
(5,935)
|
(6,112)
|
||
Amortization of acquisition intangibles
|
(782)
|
(872)
|
||
Acquisition transaction costs and restructuring
|
(201)
|
(306)
|
||
Non-GAAP operating expenses
|
$
|
186,126
|
$
|
182,358
|
Reconciliation of Operating Income to Non-GAAP Operating Income
|
||||
Operating income, as reported
|
$
|
20,133
|
$
|
23,824
|
Stock-based compensation
|
6,391
|
6,553
|
||
Amortization of acquisition intangibles
|
3,357
|
3,538
|
||
Acquisition transaction costs and restructuring
|
774
|
306
|
||
Non-GAAP operating income
|
$
|
30,655
|
$
|
34,221
|
Non-GAAP operating margin
|
11%
|
12%
|
||
Reconciliation of Income before income taxes to Non-GAAP Income before income taxes
|
||||
Income before income taxes, as reported
|
$
|
19,440
|
$
|
24,159
|
Stock-based compensation
|
6,391
|
6,553
|
||
Amortization of acquisition intangibles
|
3,511
|
3,708
|
||
Acquisition transaction costs and restructuring
|
774
|
306
|
||
Non-GAAP income before income taxes
|
$
|
30,116
|
$
|
34,726
|
Reconciliation of Provision for income taxes to Non-GAAP Provision for income taxes
|
||||
Provision for income taxes, as reported
|
$
|
4,436
|
$
|
5,436
|
Stock-based compensation
|
1,566
|
1,836
|
||
Amortization of acquisition intangibles
|
1,162
|
1,224
|
||
Acquisition transaction costs and restructuring
|
249
|
107
|
||
Non-GAAP provision for income taxes
|
$
|
7,413
|
$
|
8,603
|
Reconciliation of GAAP Net Income, Basic EPS and Diluted EPS to Non-GAAP Net Income, Non-GAAP Basic EPS and Non-GAAP Diluted EPS
|
||||
(in thousands, except per share data, unaudited)
|
||||
Three Months Ended
|
||||
March 31,
|
||||
2015
|
2014
|
|||
Net income, as reported
|
$
|
15,004
|
$
|
18,723
|
Adjustments to reconcile net income to non-GAAP net income:
|
||||
Stock-based compensation, net of tax effect
|
4,825
|
4,717
|
||
Amortization of acquisition intangibles, net of tax effect
|
2,349
|
2,484
|
||
Acquisition transaction costs and restructuring, net of tax effect
|
525
|
199
|
||
Non-GAAP net income
|
$
|
22,703
|
$
|
26,123
|
Basic EPS, as reported
|
$
|
0.12
|
$
|
0.15
|
Adjustment to reconcile basic EPS to non-GAAP
|
||||
basic EPS:
|
||||
Impact of stock-based compensation, net of tax effect
|
0.04
|
0.04
|
||
Impact of amortization of acquisition intangibles, net of tax effect
|
0.02
|
0.02
|
||
Impact of acquisition transaction costs and restructuring, net of tax effect
|
-
|
-
|
||
Non-GAAP basic EPS
|
$
|
0.18
|
$
|
0.21
|
Diluted EPS, as reported
|
$
|
0.12
|
$
|
0.15
|
Adjustment to reconcile diluted EPS to non-GAAP diluted EPS
|
||||
Impact of stock-based compensation, net of tax effect
|
0.04
|
0.04
|
||
Impact of amortization of acquisition intangibles, net of tax effect
|
0.02
|
0.02
|
||
Impact of acquisition transaction costs and restructuring, net of tax effect
|
-
|
-
|
||
Non-GAAP diluted EPS
|
$
|
0.18
|
$
|
0.21
|
Weighted average shares outstanding -
|
||||
Basic
|
128,040
|
125,973
|
||
Diluted
|
128,676
|
126,725
|
National Instruments
|
||||
Reconciliation of Net Income and Diluted EPS to EBITDA and EBITDA Diluted EPS
|
||||
(in thousands, except per share data, unaudited)
|
||||
Three Months Ended
|
||||
March 31,
|
||||
2015
|
2014
|
|||
Net income, as reported
|
$
|
15,004
|
$
|
18,723
|
Adjustments to reconcile net income to EBITDA:
|
||||
Interest income
|
(353)
|
(197)
|
||
Tax expense
|
4,436
|
5,436
|
||
Depreciation and amortization
|
17,924
|
16,994
|
||
EBITDA
|
$
|
37,011
|
$
|
40,956
|
Diluted EPS, as reported
|
$
|
0.12
|
$
|
0.15
|
Adjustment to reconcile diluted EPS to EBITDA
|
||||
Interest income
|
-
|
-
|
||
Taxes
|
0.03
|
0.04
|
||
Depreciation and amortization
|
0.14
|
0.13
|
||
EBITDA diluted EPS
|
$
|
0.29
|
$
|
0.32
|
Weighted average shares outstanding - Diluted
|
128,676
|
126,725
|
||
Reconciliation of GAAP to Non-GAAP EPS Guidance
|
||||
(unaudited)
|
||||
Three months ended
|
||||
June 30, 2015
|
||||
Low
|
High
|
|||
GAAP Fully Diluted EPS, guidance
|
$
|
0.14
|
$
|
0.26
|
Adjustment to reconcile diluted EPS to non-GAAP
|
||||
diluted EPS:
|
||||
Impact of stock-based compensation, net of tax effect
|
0.04
|
0.04
|
||
Impact of amortization of acquisition intangibles, net of tax effect
|
0.02
|
0.02
|
||
Non-GAAP diluted EPS, guidance
|
$
|
0.20
|
$
|
0.32
|