UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended: December 31, 1999
OR
|_| Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number 0-25426
NATIONAL INSTRUMENTS CORPORATION
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Delaware 74-1871327
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
- --------------------------------------------------------------------------------
11500 North MoPac Expressway,
Austin, Texas 78759
(address of principal executive (zip code)
offices)
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code: (512) 338-9119
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
The aggregate market value of voting stock held by non-affiliates of the
registrant at the close of business on February 22, 2000, was $1,050,618,097
based upon the last sales price reported for such date on the NASDAQ National
Market System. For purposes of this disclosure, shares of Common Stock held by
persons who hold more than 5% of the outstanding shares of Common Stock and
shares held by officers and directors of the registrant as of December 31, 1999
have been excluded in that such persons may be deemed to be affiliates. This
determination is not necessarily conclusive.
At the close of business on February 22, 2000, registrant had outstanding
50,112,483 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Part I and Part III incorporate certain information by reference from the
definitive proxy statement for the Annual Meeting of Stockholders to be held on
May 9, 2000 (the "Proxy Statement").
<PAGE>
PART I
Certain information required by Part III is omitted from this Report in
that the Registrant intends to file a definitive proxy statement pursuant to
Regulation 14A with the Securities and Exchange Commission (the "Proxy
Statement") relating to its annual meeting of stockholders not later than 120
days after the end of the fiscal year covered by this Report, and such
information is incorporated by reference herein.
ITEM 1. BUSINESS
National Instruments Corporation (the "Company" or "National Instruments")
is a leading supplier of computer-based instrumentation hardware and software
products that engineers and scientists use in a wide range of industries. These
industries are spread across a large and diverse market for test and measurement
("T&M") and industrial automation ("IA") applications. The Company provides
flexible application software and modular, multifunction hardware that users
combine with industry-standard computers, networks and the Internet to create
computer-based measurement and automation systems, which the Company also refers
to as "virtual instruments."
A virtual instrument is a user-defined measurement and automation system
that consists of an industry standard computer or workstation equipped with the
Company's user-friendly application software, cost-effective hardware and driver
software. Virtual instrumentation represents a fundamental shift from
traditional hardware-centered instrumentation systems to software-centered
systems that exploit the computational, display, productivity and connectivity
capabilities of computers, networks and the Internet. Because virtual
instruments exploit these computation, connectivity, and display capabilities,
users can define and change the functionality of their instruments, rather than
being restricted by fixed-functions imposed by traditional instrument vendors.
The Company's products empower users to monitor and control traditional
instruments, create innovative computer-based systems that can replace
traditional instruments at a lower cost, and develop systems that integrate
measurement functionality with industrial automation. The Company believes that
giving users flexibility to create their own user-defined virtual instruments
for an increasing number of applications in a wide variety of industries, and
making such computer-based instruments portable between computers, operating
systems, and via the Internet shortens system development time and reduces both
short- and long-term costs of developing, owning and operating measurement and
automation systems, and improves efficiency and precision of applications
spanning research, design, production and service.
The Company is based in Austin, Texas and was incorporated under the laws
of the State of Texas in May 1976 and was reincorporated in Delaware in June
1994. On March 13, 1995, the Company completed an initial public offering of
shares of its Common Stock. The Company's Common Stock, $0.01 par value, is
quoted on the NASDAQ National Market System under the trading symbol NATI.
Industry Background
Engineers and scientists have long used instruments to observe, better
understand and manage the real-world phenomena, events and processes related to
their industries or areas of expertise. Instruments measure and control
electrical signals, such as voltage, current and power, and physical phenomena,
such as temperature, pressure, speed, flow, volume, torque and vibration. Common
instruments include voltmeters, signal generators, oscilloscopes, dataloggers,
spectrum analyzers, cameras, and temperature and pressure monitors and
controllers. Instruments generally perform three basic functions: data
acquisition and control; data analysis; and presentation of results. Instruments
are used pervasively in research, education, manufacturing and service
applications in numerous fields including electronics, automotive, aerospace,
telecommunications, medical research and pharmaceutical, semiconductor and
petrochemical.
Instruments and systems are used to facilitate research as well as product
design, production and service. In research and development settings, scientists
and engineers use instruments and systems to collect and analyze experimental
data and simulate manufacturing processes or techniques. In manufacturing
environments, engineers use instruments and systems to test and verify the
proper operation of the products being manufactured and to monitor and control
the manufacturing machines and processes. In service contexts, instruments and
systems are used to monitor, troubleshoot and repair products and processes.
-2-
<PAGE>
Traditional Instrument Applications for Measurement and Automation
Instrument applications can be generally categorized as either T&M or IA.
T&M applications generally involve testing during the design, manufacture and
service of a wide variety of products. IA applications generally involve
automating the machinery and processes used in the production and distribution
of a wide variety of products and materials.
A typical T&M instrument is a stand-alone unit that has input, output and
analysis capabilities; knobs, switches and push buttons for user operation; and
gauges, meters or other displays for visual data presentation. Traditionally,
most T&M instruments were vendor-defined, fixed-function devices designed to
address specific applications. As a result, users had limited flexibility to
adapt their instruments to changing requirements. In the 1960's, vendors began
to incorporate integrated circuits, including programmable microcontrollers, to
increase instrument flexibility. In the mid-1970's, the General Purpose
Interface Bus ("GPIB" or "IEEE 488") was developed as a standard interface to
connect instruments to external computers. The first computer controllers for
GPIB instruments were based on proprietary hardware architectures. In the later
1970's, some minicomputers with general purpose but complex operating systems
were equipped for GPIB instrument control. In the early 1980's, personal
computers with limited processing power equipped with MS-DOS, a standard,
character-based operating system, began replacing minicomputers as the preferred
platforms for instrument control applications. In the 1990s, personal computers
with Windows operating systems and graphics-based application software grew in
popularity and became the dominant platforms for instrument control
applications.
IA systems have long included mechanical devices, analog gauges and meters,
and since the 1960's, have also included electronic instruments such as data
loggers and strip chart recorders. In the 1970's, programmable logic controllers
("PLCs"), special-purpose, proprietary stand-alone industrial computers, were
introduced and were used primarily for "discrete" manufacturing applications
such as automobile assembly. PLCs have traditionally had primitive operator
interface panels incorporating buttons, lights and indicators. In parallel,
sophisticated instrumentation systems called distributed control systems
("DCSs") were also adopted to provide computer control of large-scale continuous
processes, such as those found in oil refineries. DCSs integrated a variety of
sensors and control elements using both analog and digital connections, all
controlled by a central computer running proprietary software. In the
mid-1980's, when industrial PC-based IA systems came into use, another approach
became available. These early PC-based systems generally ran proprietary,
vendor-defined software and incorporated plug-in data acquisition boards or
interfaced to PLCs. In the 1990's, Ethernet networks grew in popularity as a
standard for connectivity between IA devices, instruments, and systems, and
personal computers with high speed processors running Windows based operating
systems and graphics-based application software grew in popularity as platforms
for supervision and control of IA systems and applications.
Limitations of Traditional Approaches to Instrumentation
Instruments and systems for both T&M and IA applications have historically
shared common limitations, including: fixed, vendor-defined functionality;
proprietary, closed architectures that were generally difficult to program and
integrate with other systems; and inflexible operator interfaces that were
usually cumbersome to operate and change. These problems have been further
complicated in IA applications because specialized data transfer and
communications standards have not evolved rapidly or been widely adopted. For
example, PLCs, while greatly improving control of individual processes, created
multiple "islands of information" that were generally unable to communicate or
share data with other systems throughout the manufacturing enterprise.
Furthermore, proprietary instrumentation systems have traditionally been very
expensive, with IA system prices ranging as high as several million dollars and
T&M instrumentation system prices often ranging in the hundreds of thousands of
dollars. In addition, the limitations on programmability of traditional systems
means that adopting these systems to changing requirements is both expensive and
time consuming, and users are often required to purchase multiple single-purpose
instruments.
Although desktop computers in the 1980's typically were based on open
architectures, until the 1990's they have lacked higher-level application
software development tools and intuitive graphical user interfaces ("GUIs").
Consequently, the process of creating intuitive operator interface and control
panels was difficult and expensive. These early desktop computers also lacked
the power to rapidly process and analyze the volume of data characteristic of
many high data rate T&M and IA applications. In addition, desktop computers were
difficult to network reliably until standard network operating systems evolved
late in the decade. For all of these reasons, users and vendors were relatively
slow to incorporate desktop computers in their instrumentation systems.
-3-
<PAGE>
In the 1990's, desktop and portable computers improved significantly in
data and graphics processing power, storage and communication capabilities,
user-friendliness and reliability. Nevertheless, users accustomed to the
flexibility, efficiency, power and open architecture of these later-generation
computers, and the highly evolved application software available for business
computing needs, have been generally frustrated in their efforts to integrate
these computers into instrumentation solutions. Standard desktop computers were
not equipped with the hardware connections required to control many types of
instruments and lacked instrumentation-specific application development tools,
including GUI development environments. Neither standard programming languages
such as C/ C++ and Visual Basic, nor operating systems such as Windows, Linux
and UNIX, are "measurement aware." Without the aid of instrumentation-specific
software to facilitate the integration of various instrumentation system
capabilities and components, engineers and scientists could not easily utilize
the full potential of computers, networks and the Internet to meet their
measurement and automation requirements.
The Company's Approach to Measurement and Automation
The Company pioneered a new computer-based approach to measurement and
automation called virtual instrumentation in 1986 when it introduced its LabVIEW
application software, which is a graphical programming environment that empowers
users to easily build their own computer-based instruments and systems to meet
their specific measurement and automation needs. While a traditional instrument
bundles the data acquisition, analysis and presentation functions in a single,
stand-alone unit, a "virtual instrument" consists of an industry standard
computer or workstation equipped with the Company's user-friendly application
software, cost-effective hardware and driver software that together perform the
functions of instruments. By unbundling the key instrumentation functions,
virtual instruments represent a fundamental shift from hardware-centered
instrumentation systems to software-centered systems that exploit the
computational, display, productivity and connectivity capabilities of computers,
networks and the Internet. The Company's application software products give
users the power and flexibility to define, implement, modify and control the
core data acquisition, analysis, and presentation functions of instruments with
their computer. Users can mix and match their choice of the Company's DAQ, GPIB,
VXI, PXI, image acquisition, motion control or industrial communications
products to create virtual instrumentation systems that meet their specific
instrumentation needs. The Company's products empower users to monitor and
control instruments, create innovative computer-based systems that can replace
instruments at a lower cost, and integrate measurement functionality with
industrial automation to improve efficiency and precision of applications
spanning research, design, production and service. Because much of the
instrumentation functionality resides in the software, in a significant sense,
the software is the instrument.
User Benefits
Compared with traditional solutions, the Company believes its products and
computer-based, virtual instrumentation approach provide the following
significant customer benefits:
Performance, Ease-of-Use and Efficiency
The Company's virtual instrument application software brings the power and
ease-of-use of computers, networks and the Internet to the instrumentation
market. With features such as graphical programming, automatic code generation
capabilities, graphical tools libraries, ready-to-use example programs and
libraries of specific instrumentation functions, users can quickly build a
virtual instrument system that meets their individual application needs. For
example, a user may build the data acquisition and analysis functions of an
instrument by selecting and connecting icons representing particular
instrumentation functions and may customize the display on the computer's
monitor to reflect the desired presentation. With faster time to solution, users
have more time to optimize system functionality and performance, and can devote
more time to their core work rather than to programming instruments. In
addition, the continuous improvement in performance of PCs and the Internet,
which are the core platform for the Company's approach, result in direct
performance benefits for virtual instrument users in the form of faster
execution for software-based measurement and automation applications, resulting
in shorter test times and faster automation, and higher manufacturing
throughput.
Modularity, Reusability and Reconfigurability
The Company's products include reusable hardware and software modules that
offer considerable flexibility in configuring systems. This ability to reuse and
reconfigure instrument systems allows users to reduce development time and
maximize efficiency by eliminating duplicated programming efforts and to quickly
adapt their instruments to new and changing needs. In addition, these features
help protect both hardware and software investments against obsolescence.
-4-
<PAGE>
Mix and Match Capabilities
The flexibility of the Company's virtual instrumentation approach permits
users to mix and match many combinations of GPIB, VXI, DAQ, PXI, image
acquisition, motion control and industrial communications products to build
customized instrument solutions. The Company's open product architecture
provides a high level of integration between the Company's products and other
industry standard instrumentation products. This approach provides users with
the flexibility to mix and match the Company's and third-party hardware
components when developing custom virtual instrumentation systems.
Long-Term Compatibility Across Multiple Computer Platforms
The Company offers a variety of multi-platform software products so users
can choose the platform and programming methodology that best meets their needs
and skills. These software products also have portable, open architectures so
users can move their applications among multiple platforms and operating
systems. In addition, the Company strives to ensure long-term compatibility
between its products and the latest industry-standard computers, operating
systems, programming languages and tools, as well as backward compatibility with
its own product offerings.
Network and Integrate with Customers' Computing Environments
The Company's products facilitate connectivity of measurement and
automation systems with the enterprise by utilizing industry communication
standards such as the Web, Ethernet and TCP/IP. The Company's products provide
integrated Web support, data and file transfer between computers, distributed
access to databases and remote test and measurement and process monitoring
capabilities. In addition, the Company's products are also compatible with a
wide variety of familiar, easy-to-use software applications such as word
processors, spreadsheets, Web browsers, and databases. In many cases, a single
computer or workstation can serve both the instrumentation and general purpose
computing needs of scientists and engineers.
Large User Base
The Company supports and encourages the sharing of ideas, derived software
libraries and modules among its broad user base through its NI.com Web site,
user groups, newsletters, conferences and seminars. This large base of users
stimulates the expansion of the Company's network of approximately 600 third
party system integrators and consultants, who can save users time and money by
providing value-added expertise, software programs and integration of systems
for use with the Company's products.
Lower Total Solution Cost
The Company believes that its virtual instrumentation products and
solutions offer price/performance advantages over traditional instrumentation.
Virtual instrumentation provides users the ability to utilize industry standard
computers and workstations equipped with modular and reusable application
software, cost-effective hardware and driver software that together perform the
instrumentation functions that would otherwise be performed by costly,
proprietary instrumentation systems. In addition, virtual instrumentation gives
users the flexibility and portability to adapt to changing needs, whereas
traditional closed systems are both expensive and time consuming to adapt, if
adaptable at all.
Strategy
The Company's objective is to be a leading supplier of computer-based
virtual instrumentation products and solutions to engineers, scientists and
others in both T&M and IA applications. To achieve this objective, the Company
is pursuing a strategy that includes the following elements:
Expand Broad Customer Base
Serve A Large and Diverse Market. The Company's products and services are
designed to serve a broad customer base across many industries that require T&M
and IA applications. The Company defines product features and capabilities by
working closely with technically sophisticated customers in each of these
industries and seeks to achieve high unit volumes by selling these same products
to a large base of customers with diverse measurement and automation needs.
Support Many Computer and Instrument Options. The Company diversifies its
customer base by accommodating many popular computer platforms and a variety of
instrumentation options. In addition, the Company expects to continue to create
or adapt products for computer systems and instrumentation options that gain
market acceptance. Customers are provided a range of price/performance options
through the Company's extensive line of products.
-5-
<PAGE>
Provide Worldwide Marketing and Distribution. The Company uses multiple
coordinated distribution channels in its major world markets. The Company
devotes significant resources to direct sales activities in the United States
and in key international markets. In addition to its direct sales channel, the
Company's other distribution channels include distributors, OEMs, VARs and
systems integrators and consultants. By using this broad range of channels, the
Company seeks to develop and maintain relations with its customers and prospects
and to provide the levels of support, training and education required by the
market. To address the range of sales opportunities, the Company expects to
continue to pursue value-added sales channels through formal relationships with
OEMs, VARs, consultants or other third parties when such relationships can add
significant value to its products or revenues. The Company intends to expand
each of these distribution networks to take advantage of market opportunities.
Acquire New Technologies. The Company has in the past acquired companies,
products, and technologies to augment its product offerings, and intends to
continue to seek opportunities to satisfy customer needs and build market
penetration through acquisitions of new products and technologies in the future.
In connection with these acquisitions, the Company has leveraged its established
sales channels in an effort to accelerate the delivery of the acquired product
to the market and build market share.
Target Academic Environments. The Company markets and sells its products
to colleges and universities, increasing the potential for future growth as
students gain experience using the Company's products before entering the work
force.
Maintain High Levels of Customer Satisfaction
Offer Innovative Modular and Integrated Solutions. The Company intends to
continue to deliver innovative, modular software and hardware tools with open,
portable architectures that can be easily integrated to create instrumentation
systems and solutions. The Company solicits regular feedback from its customers,
resulting in the addition of new product features and enhanced performance, to
help ensure that existing and new products meet or surpass customer
expectations.
Provide Comprehensive Customer Support and Education. The Company's sales
and marketing engineers have the technical expertise necessary to understand
customers' instrumentation application needs and work with them to identify
cost-effective solutions using the virtual instrumentation approach. The Company
also offers comprehensive customer support, including technical support via the
NI.com Web site, electronic mail, bulletin boards, fax and telephone,
newsletters, warranty service and repair, upgrade programs, free and paid
seminars and technical classes. In 1999 the Company continued to invest heavily
to leverage the Web for customer support. Through the Company's NI.com Web site,
customers have access to a growing range of support options to solve their own
problems directly over the Web, including software downloads, upgrades and bug
fixes, automated product configuration tools, knowledge databases of common
questions and answers, live Web chat capabilities, and discussion forums.
Deliver Long-Term Compatibility. The Company emphasizes consistency in the
implementation of its products across different platforms and strives to
maintain a high degree of backward compatibility between existing and new
products, engendering a high degree of customer loyalty.
Leverage External and Internal Technology
Leverage Generally Available Technology. The Company leverages the
research and development efforts of vendors of personal computers and
workstations, operating systems, programming languages and software development
tools, and their suppliers. These technologies are combined with the Company's
products to achieve advanced solutions at a lower development cost. By
integrating Web capabilities directly in its software and hardware products, the
Company's products allow users of its virtual instrument approach to easily
distribute measurement and automation capabilities throughout factories and
around the world, and easily integrate measurement and automation data
throughout their organization and across the enterprise.
Support Open Architecture on Multiple Platforms. The Company approaches the
market with an open architecture so users have the flexibility to combine the
Company's products with those from instrument suppliers, computer vendors and
competitors.
Leverage Core Technologies. The Company designs proprietary ASICs to
optimize performance and reduce production costs. The Company utilizes these
ASICs and its other internally developed hardware and software components in
multiple products to achieve consistency and compatibility between products.
-6-
<PAGE>
Develop and Support Industry Standards. The Company actively participates
in efforts to standardize key technologies by participating in industry
consortia and serving on standards committees, such as IEEE 488, VXI, Compact
PCI, PXI, PICmg, the Interchangeable Virtual Instrumentation Foundation, also
called IVI, Foundation Fieldbus, OPC, and ASAM, a new automotive measurement
standard. The Company's ongoing strategy is to conform its products to
established and emerging standards in both the general computer and the
instrumentation industries.
Products and Technology
The Company offers an extensive line of hundreds of computer-based
products. Engineers, scientists and other users involved in T&M and IA
applications can use these products with computers, networks and the Internet to
develop customer-defined virtual instrument solutions. The Company's products
consist of application software, and hardware components together with related
driver software. In T&M applications, the Company's products can be used to
monitor and control traditional instruments or to create computer-based
instruments that can replace the traditional instruments. In IA applications,
the Company's products can be used in the same ways as in T&M and can also be
used to integrate measurement functionality with process automation
capabilities. The Company's products are designed to work either in an
integrated solution or separately. The Company believes that the flexibility,
functionality and ease of use of its application software promotes sales of the
Company's other software and hardware products. There are many books available
on the Company's technology in English, German, French and other languages.
Application Software
The Company's application software products include both instrumentation
and automation software. The Company believes that application software is
playing an increasingly important role in the development of computer-based
instruments and systems in measurement and automation applications. The
Company's application software products leverage the increasing capability of
computers, networks and the Internet for data analysis, connectivity and
presentation power to bring increasing efficiency and precision to measurement
and automation applications. The Company's instrumentation software products
include LabVIEW, LabWindows/CVI, ComponentWorks, Measure, Virtual Bench,
TestStand, DIAdem and DASYLab. The Company's automation software products
include BridgeVIEW and Lookout. All of the Company's application software
products are highly integrated with the Company's hardware/driver software.
Instrumentation Software
The Company offers a variety of software products for developing
instrumentation applications to meet the different programming and computer
preferences of its customers. LabVIEW, LabWindows/CVI and ComponentWorks are
programming environments with which users can develop GUIs, control instruments
and acquire, analyze and present data. With these software products, users can
design custom virtual instruments by creating a GUI on the computer screen
through which they operate the actual program and control selected hardware.
Users can customize front panels with knobs, buttons, dials and graphs to
emulate control panels of instruments or add custom graphics to visually
represent the control and operation of processes. LabVIEW and LabWindows/CVI
also have ready-to-use libraries for controlling hundreds of programmable
instruments, including serial, GPIB and VXI, the Company's plug-in DAQ boards
and PXI/PCI computer-based instruments. ComponentWorks has libraries for
controlling GPIB instruments and the Company's plug-in DAQ boards. Once created,
virtual instruments can be modified or used as components of another program by
the original developer or another user.
The principal difference between these products is in the way users
develop programs. With LabVIEW, users program graphically, developing
application programs by connecting icons to create "block diagrams" which are
natural design notations for scientists and engineers. LabVIEW is based on
dataflow programming techniques invented and patented by the Company.
LabWindows/CVI is designed for users who are more comfortable programming with
the conventional, text-based language of C, and automatically generates and
debugs code for instrumentation programs. ComponentWorks adds
application-specific OLE or ActiveX controls and libraries to the Microsoft
Visual Basic, Visual C++ and Borland Delphi development environments.
-7-
<PAGE>
The latest revisions of LabVIEW, LabWindows/CVI, and ComponentWorks
software packages feature enhanced capabilities to allow users to more easily
integrate the Web into their computer-based instrumentation applications. In
addition, in 1999 the Company released LabVIEW Real Time and a new family of
real-time data acquisition boards that allow users who have exceptional response
requirements to reliably execute their applications even if the PC operating
system crashes - solving a key objection some potential users have had in the
past to using PC technology for embedded devices or for mission critical
measurement and automation applications, and extending the range of applications
for computer-based measurement and automation.
The Company also sells a range of optional add-on products for LabVIEW,
LabWindows/CVI and ComponentWorks, such as advanced analysis libraries, database
tools and Internet integration.
The Company also offers a class of software products, VirtualBench and
Measure, which do not require any programming. VirtualBench is a collection of
"turnkey" virtual instruments that mimic the operation of traditional benchtop
instruments, through the use of a PC and a plug-in DAQ board. Measure is an
instrumentation add-on for Microsoft Excel that lets engineers and scientists
collect instrumentation data directly into a spreadsheet.
The Company's instrumentation software products also include DASYLab and
DIAdem. DASYLab is a schematic environment by which users can quickly configure
simple DAQ applications using both the Company's and third-party DAQ boards. In
1999, the Company added DIAdem to its line of instrumentation software products.
DIAdem is an easy to use, rapid development environment for data acquisition,
monitoring, visualization, open and closed loop control, analysis, automation
and documentation. DIAdem features extensive off-line analysis capabilities,
including analysis functions specific to automotive test.
The Company also offers a software product called TestStand targeted for
T&M applications in a manufacturing environment. TestStand is a test management
environment for organizing, controlling, and running automated production test
systems on the factory floor. It also generates customized test reports and
integrates product and test data across the customers' enterprise and across the
Internet. TestStand manages tests that are written in LabVIEW, LabWindows/CVI, C
and C++, and VisualBasic, so test engineers can easily share and re-use test
code throughout their organization and from one product to the next. TestStand
is a key element of the Company's strategy to broaden the reach of its
application software products across the corporate enterprise.
Automation Software
The Company's Lookout and BridgeVIEW automation software products are
targeted specifically for IA applications. Lookout is a non-programming
solution. Lookout is a human machine interface/supervisory control and data
acquisition ("HMI/SCADA") software product that requires no programming or
script writing. Lookout provides a scalable architecture for applications
ranging from HMIs to large, sophisticated SCADA applications. BridgeVIEW
industrial automation software offers a new approach to automation. In the
automation world, LabVIEW has been used for applications ranging from
manufacturing execution systems (MES) in a frame plant to supervisory control of
paper machines. BridgeVIEW builds on LabVIEW with tools tailored to IA systems.
Hardware Products and Related Driver Software
The Company's hardware and related driver software products include GPIB,
VXI, DAQ, PXI, image acquisition, motion control, and industrial communications.
The Company believes it can deliver significant cost/performance benefits to
users and clearly distinguish its products from competitive products by
designing proprietary ASICs for use in its hardware products. Software drivers
are necessary to link hardware to the operating system and the Company's
application software. The high level of integration between the Company's
products provides users with the flexibility to mix and match hardware
components when developing custom virtual instrumentation systems.
GPIB Interfaces/Driver Software. GPIB, also known as the IEEE 488
standard, has existed since 1975 and defines the protocol for transferring data
between certain instruments and computers over an industry-standard cable. The
computer must be equipped with a GPIB interface. Driver software controls the
interface and the transfer of data between the instrument and the computer. GPIB
is largely used in T&M applications.
-8-
<PAGE>
The Company began selling GPIB products in 1977 and is a leading supplier
of GPIB interface boards and driver software to control traditional GPIB
instruments. These traditional instruments are manufactured by a variety of
third-party vendors and are used primarily in T&M applications. The Company's
diverse portfolio of hardware and software products for GPIB instrument control
is available for a wide range of computers, workstations and minicomputers. The
Company's GPIB product line also includes products for portable computers such
as a PCMCIA-GPIB interface card, and products for controlling GPIB instruments
using the computer's standard parallel USB, IEEE 1394 (Firewire) and Ethernet
ports.
Portability of GPIB application programs is provided by the Company's
NI-488.2 driver software, considered a de facto industry standard, and NI-VISA
driver software. The Company offers networking capabilities through its GPIB
products. With these products, users can communicate with and control GPIB
instruments from any point on an Ethernet-based TCP/IP network. The Company also
offers a variety of GPIB support products, including converters, expanders,
extenders, data buffers and GPIB system analyzers as well as cables and other
accessories.
VXI Modules/Driver Software. VXI is an industry standard high-end
instrumentation platform developed in 1987 through an industry consortium to
take advantage of the computation, connectivity and display capabilities of
desktop computers and workstations. With VXI, the physical size of multiple
instrument systems can be decreased and communication between instruments and
computers can be dramatically improved. Like GPIB, VXI is supported by a variety
of traditional third-party instrument manufacturers and is largely used in T&M
applications.
VXI instruments are modular in design and can be inserted into an
industry-standard chassis. Unlike GPIB instruments, VXI modules do not have a
front panel for manual operation or visual data presentation. Therefore,
software is necessary for users to create, define the functionality of and
operate VXI instrumentation systems. Today, VXI is being used primarily to
supplement or replace high-end GPIB products in T&M applications.
The Company is a leading supplier of VXI computer controller hardware and
the accompanying NI-VXI and NI-VISA driver software. The Company also offers a
variety of VXI DAQ modules with NI-DAQ driver software, as well as LabVIEW,
LabWindows/CVI and TestStand software products for VXI systems.
DAQ Hardware/Driver Software. DAQ hardware and driver software products
are "instruments on a board" that users can combine with sensors, signal
conditioning hardware and software to acquire analog data and convert it into a
digital format that can be accepted by a computer. The Company believes that
computer-based DAQ products are typically a lower-cost solution than traditional
instrumentation.
The Company believes that applications suitable for automation with
computer-based DAQ products are widespread throughout many industries, and that
many systems currently using traditional instrumentation (either manual or
computer-controlled) could be displaced by computer-based DAQ systems. The
Company offers a range of computer-based DAQ products, including models for
digital, analog and timing input-output, and for transferring data directly to a
computer's random-access memory.
In 1997, the Company introduced a family of computer-based instruments
that deliver stand-alone instrument quality and measurement capabilities with
the flexibility and scalability inherent to PC-based virtual instrumentation
solutions. Computer-based instruments deliver features comparable to stand-alone
traditional instruments such as oscilloscopes, DMMs, and function and arbitrary
waveform generators.
The Company's DAQ products provide a range of price/performance options,
and include products for high speed applications such as on-line monitoring and
control as well as products designed for long-term recording of slowly changing
data such as temperatures. The Company offers DAQ hardware/driver software
products for numerous desktop and notebook computers. The Company also offers
SCXI (signal conditioning extensions for instrumentation) hardware, which
expands the types and quantity of sensors that can be connected to the Company's
data acquisition boards.
-9-
<PAGE>
PXI Modular Instrumentation. The Company's PXI modular instrument
platform, which was introduced in 1997, is a desktop PC packaged in a small,
rugged form factor with expansion slots and instrumentation extensions. It
combines mainstream PC software and PCI hardware with advanced instrumentation
capabilities designed in the VXI architecture. In essence, PXI is an
instrumentation PC - delivering many of the benefits of VXI in a much smaller
package and at much lower prices. The Company continues to expand its PXI
product offerings with a variety of new modules, which address a wide variety
T&M and IA applications. Also, PXI continues to gain acceptance as an open
industry standard, with endorsements from over 50 suppliers.
Machine Vision/Image Acquisition. In late 1996, the Company introduced its
first image acquisition hardware. With the advanced technologies in personal
computers and the Company's vision products, it is cost-effective for end-users
to integrate vision into their T&M and IA applications. The Company's vision
software is designed to work with many different environments, including
LabVIEW, LabWindows/CVI, ComponentWorks and BridgeVIEW. Image acquisition is
commonly used in applications for quality control of manufactured products.
Motion Control. During 1997, the Company acquired technologies and assets
that resulted in the addition of a line of motion control hardware, software and
peripheral products. This intelligent PC-based motion control hardware is
programmable from industry standard development environments including LabVIEW,
LabWindows/CVI, and BridgeVIEW. The Company's software tools for motion are
easily integrated with the Company's other product lines, allowing motion to be
combined with image acquisition, test, measurement, data acquisition and
automation. As in many areas, motion control is moving to PC-based systems and
the motion products allow users to leverage standard hardware and software in
measurement and automation applications to create robust, flexible solutions.
Industrial Communications Interfaces. In mid-1995, the Company began
shipping its first interface boards for communicating with serial devices, such
as dataloggers and PLCs targeted for IA applications, and benchtop instruments,
such as oscilloscopes, targeted for T&M applications. Industrial applications
need the same high-quality, easy-to-use hardware and software tools for
communicating with industrial devices such as process instrumentation, PLCs,
single-loop controllers, and a variety of I/O and DAQ devices. National
Instruments offers three hardware and driver software product lines for
communication with industrial devices -- Controller Area Network (CAN),
Foundation Fieldbus, and RS-485 and RS-232. The Company's industrial
communication products are designed to work with standard serial software
drivers, and Windows versions of LabVIEW, LabWindows/CVI, Lookout and
BridgeVIEW.
Distributed Input/Output Hardware/Software. The Company introduced its
FieldPoint product for distributed I/O applications in mid-1997. FieldPoint is
an intelligent, distributed, and modular I/O system that gives industrial system
developers an economical solution for distributed data acquisition, monitoring
and control applications. The FieldPoint system includes isolated analog and
digital I/O modules, terminal base options, and network modules. FieldPoint
software includes a server that provides seamless integration into BridgeVIEW,
driver libraries for support under LabVIEW, LabWindows/CVI and Lookout, and an
OPC server that provides wide compatibility of FieldPoint hardware with other
industrial automation software packages.
Customer Training Courses
The Company offers fee-based training classes and self-paced course kits
for many of its software and hardware products. On-site courses are quoted per
customer requests. The Company also offers programs to certify programmers and
instructors for its products.
Markets and Applications
The Company's products are used across many industries in a variety of
applications from research and development to production testing and industrial
control.
Customers
The Company has a broad customer base, with no customer accounting for
more than 3% of the Company's sales in 1999, 1998 or 1997.
-10-
<PAGE>
Marketing
Through its worldwide marketing efforts, the Company strives to educate
engineers and scientists about the benefits of the Company's virtual
instrumentation philosophy, products and technology, and to highlight the
performance, ease of use and cost advantages of its products. The Company also
seeks to present its position as a technological leader among producers of
instrumentation software and hardware and to help promulgate industry standards
that will benefit users of computer-controlled instrumentation.
The Company reaches its intended audience through its Web site at NI.com
as well as the distribution of written and electronic materials and
demonstration disks, participation in tradeshows and technical conferences and
training and user seminars. An in-house staff develops the NI.com Web site,
advertising, publicity, and promotional materials that the Company uses
worldwide. The primary marketing/sales tool is the Company's Web site at NI.com.
Throughout 1998 and 1999, the Company invested aggressively to enhance the
content, performance, and features of NI.com as well as to integrate E-commerce
as a core component of the Company's business model. Through NI.com, customers
can view the Company's complete on-line catalog, interactively configure
systems, obtain pricing in U.S. dollars, euros, and yen, place orders, track the
status of orders, register products and obtain software upgrades. The Company's
believes its direct business model provides the opportunity to leverage the Web
heavily to reach customers and improve operations.
The primary printed marketing/sales tool is the Company's catalog,
published annually and distributed worldwide. The catalog is over 800 pages,
with detailed tutorial information that educates readers about the Company's
integrated product architecture and virtual instrumentation concept. Short-form
versions of the catalog are typically also available in languages of major
international markets, including French, German, Spanish and Japanese.
The Company also uses quarterly newsletters to educate current and
prospective customers about its products and technologies. These newsletters
include new product information, feature articles that educate readers about new
instrumentation technology, user solution case studies of real-world
applications, product news from Alliance Program members and key customers, and
event and customer education schedules. These newsletters are available in print
form and via email subscription.
The Company actively markets its products in higher education
environments, and identifies many colleges, universities and trade and technical
schools as key accounts. The Company offers special academic pricing and
products to enable universities to utilize Company products in their classes and
laboratories. The Company believes its prominence in the higher education area
can contribute to its future success because students gain experience using the
Company's products before they enter the work force.
Sales and Distribution
The Company distributes its software and hardware products primarily
through a direct sales organization. The Company also uses independent
distributors, OEMs, VARs, system integrators and consultants to market its
products. The Company has sales offices in the United States and sales offices
and distributors in key international markets. International sales accounted for
approximately 51%, 44%, and 41% of the Company's revenues in 1999, 1998 and
1997, respectively. The Company expects that a significant portion of its total
revenues will continue to be derived from international sales. See Note 13 of
Notes to Consolidated Financial Statements for details concerning the geographic
breakdown of the Company's net sales, operating income and identifiable assets.
Through all of its sales channels, the Company seeks to approach potential
customers with a highly technical sales force. The Company believes that the
majority of sales are made directly to those persons within an organization who
actually use the Company's products to integrate their own systems. The Company
identifies and targets major end-user accounts as those having a large number of
actual or potential end users, and believes that it achieves a high level of
repeat customer sales. The Company targets major accounts with a variety of
targeted sales and marketing campaigns such as seminars, user groups,
newsletters and direct mail.
Throughout 1999 the Company continued to invest aggressively to integrate
the Web as a core component of its direct sales model. In 1999, the Company
implemented worldwide on-line pricing for products in dollars, euros, and yen,
expanded its on-line store to allow customers to order the complete catalog of
products via the Web, implemented a variety of Web-based configuration tools to
allow customers to more easily select and order multiple compatible products for
their systems, and began a Prime Access business-to-business initiative to allow
key customers to conduct business directly with the Company through secure,
private pages at NI.com.
-11-
<PAGE>
Direct Sales
The Company directly markets and sells its products in the Americas,
Canada and many European and Asia/Pacific countries. The Company has sales
offices located throughout the United States (including the District of
Columbia) and in key international markets. Many of the Company's international
sales offices employ application engineering technical support specialists as
well as sales, marketing and administrative personnel.
The Company's international sales are subject to inherent risks, including
fluctuations in local economies; difficulties in staffing and managing foreign
operations; greater difficulty in accounts receivable collection; costs and
risks of localizing products for foreign countries; unexpected changes in
regulatory requirements, tariffs and other trade barriers, difficulties in the
repatriation of earnings and burdens of complying with a wide variety of foreign
laws. The Company's sales outside of North America are denominated in local
currencies, and accordingly, the Company is subject to the risks associated with
fluctuations in currency rates. In particular, increases in the value of the
dollar against foreign currencies decrease the dollar value of foreign sales
requiring the Company either to increase its price in the local currency, which
could render the Company's product prices noncompetitive, or to suffer reduced
revenues and gross margins as measured in US dollars. These dynamics have
adversely affected revenue growth in international markets in recent years. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 12 of Notes to Consolidated Financial Statements.
Distributors
The Company utilizes distributors primarily to market its products in
geographic areas not served by the Company's direct sales organization.
OEMs
The Company utilizes OEMs such as traditional instrument manufacturers who
offer integrated systems and/or services to their customer bases. The Company
approaches OEM accounts with its standard product lines and offers quantity
discounts based on volume commitments and technical support capabilities and
requirements. The Company also promotes its sales and marketing capabilities to
its OEMs by providing specialized product training, documentation, packaging and
part numbers to simplify ordering, flexible shipping and warranty repair options
and joint promotion.
VARs, System Integrators and Consultants
The Company has relationships with third-party VARs, system integrators
and consultants who offer add-on products and system integration services. These
third-party developers expand the Company's market and sales opportunities by
adding value to the Company's standard products, making them suitable for
vertical market applications such as manufacturing automation or image
processing and analysis. The Company maintains a formal third-party
sales/marketing/training program, called the Alliance Program, which it uses to
work with many of the VARs, system integrators and consultants. Applicants must
be sponsored for membership by a Company sales engineer, pass qualification
criteria and pay a nominal annual membership fee. In late 1998, the Company
introduced an elite level of its Alliance Program called Select Integrators.
Select Integrators must qualify for the program based upon their level of
business with the Company. As of December 31, 1999, the Company's Alliance
Program had approximately 600 members including several Select Integrators. The
Company publishes on-line directories on its NI.com Web site of third-party
Alliance Program member products and services for use by its sales force and its
end users to locate additional products and/or services compatible with the
Company's products. The Company makes available to qualified third-parties the
opportunity to participate in joint marketing and sales programs, such as trade
shows, customer sales events and the Company's newsletters. In addition to its
relationships with third party VAR, system integrators and consultants, the
Company has a direct presence in the German systems integration market through
its Datalog and GfS subsidiaries.
Customer Support
The Company believes the ability to provide comprehensive service and
support to its customers is an important factor in its business. The Company
permits customers to return products within 30 days from receipt for a refund of
the purchase price less a restocking charge, and generally provides a two-year
warranty on GPIB hardware products, a one-year warranty on other hardware
products, and a 90-day warranty on cables and software (medium only). Customers
may also purchase a one-year extended warranty on hardware products.
Historically, warranty costs have not been material. Some of the key elements of
the Company's service and support strategy include:
-12-
<PAGE>
Customer Technical Support
The Company maintains a large staff of application engineers at its
corporate facility, all of whom are highly qualified technical professionals.
Application engineers are also assigned to the Company's major international
offices. These application engineers provide customer support by telephone, fax,
electronic mail and world-wide Web forums, and electronic bulletin boards, and
are trained in both instrumentation and computer technology. In 1999 the Company
continued to invest heavily to leverage the Web for customer support. Through
the Company's NI.com web site, customers have access to a growing range of
support options to solve their own problems directly over the Web, including
software downloads, upgrades and bug fixes, automated product configuration
tools, knowledge databases of common questions and answers, live Web chat
capabilities, and discussion forums.
Upgrades
The Company typically offers programs in which existing customers can
upgrade to the latest Company products at a reduced cost. Application software
customers have the option of purchasing a one-year renewable maintenance and
support program, which entitles them to new software releases for no additional
charge and priority access to the Company's technical support hotline.
Customer Education
The Company offers a variety of fee-based training classes ranging in
scope from basic and introductory courses for new users to advanced courses for
experienced users.
Competition
The markets in which the Company operates are characterized by intense
competition from numerous competitors, some of which are divisions of large
corporations having far greater resources than the Company, and the Company
expects to face further competition from new market entrants in the future. A
key competitor is Agilent Technologies Inc. ("Agilent"). The Company believes
Agilent is the dominant supplier of GPIB and VXI-compatible instruments and
systems. Agilent is also a leading supplier of equipment used in data
acquisition and control applications. Agilent offers its own line of instrument
controllers, as well as hardware and software add-on products for third-party
desktop computers and workstations that directly compete with the Company's
computer-based instrumentation products. Agilent is aggressively advertising and
marketing its products and system integration services. Because of Agilent's
dominance in the instrumentation business, changes in its marketing strategy or
product offerings could have a material adverse affect on the Company. The
Company also faces competition from a variety of other competitors.
Certain of the Company's competitors have substantial competitive
advantages in terms of breadth of technology, sales, marketing and support
capability and resources, including the number of sales and technical personnel
and their ability to cover a geographic area and/or particular account more
extensively and with more complete solutions than the Company can offer, and
more extensive warranty support, system integration and service capabilities
than those of the Company. In addition, large competitors can often enter into
strategic alliances with key customers or target accounts of the Company, which
can potentially have a negative impact on the Company's success with those
accounts.
The Company believes its ability to compete successfully depends on a
number of factors both within and outside its control, including: product
pricing, quality and performance; success in developing new products; adequate
manufacturing capacity and supply of components and materials; efficiency of
manufacturing operations; effectiveness of sales and marketing resources and
strategies; success in leveraging the Web, strategic relationships with other
suppliers; timing of new product introductions by the Company and its
competitors; protection of the Company's products by effective use of
intellectual property laws; general market and economic conditions; and events
related to weather and government actions throughout the world. There can be no
assurance that the Company will be able to compete successfully in the future.
The Company is continually designing new and improved products to maintain
its competitive position. Because of the rapidly changing computer technology
for which many of the Company's products are designed, the Company believes that
its future success will depend in part on its ability to continue to improve its
products and technologies. In the past, certain competitors have cloned some of
the Company's hardware products at much lower prices, and promoted these
hardware products as being capable of running the Company's software. The
Company has responded to this tactic in the past by releasing new and improved
versions of its products designed around proprietary ASICs that have improved
performance and functionality in an effort to surpass the competition.
-13-
<PAGE>
Research and Development
The Company believes that its long-term growth and success depends, in
part, on delivering high quality software and hardware products on a timely
basis. The Company intends to focus its research and development efforts on
enhancing existing products and developing new products that incorporate
appropriate features and functionality to be competitive with respect to
technology and price/performance.
The Company's research and development staff strives to build quality into
products at the design stage in an effort to reduce overall development and
manufacturing costs. The Company's research and development staff also designs
proprietary ASICs, many of which are designed for use in several products. The
goal of the ASIC design program is to further differentiate the Company's
products from competing products, to improve manufacturability and to reduce
costs. The Company seeks to reduce the time to market for new and enhanced
products by sharing its internally developed hardware and software components
across multiple products.
In the past, the Company has experienced significant delays in the
introduction of new products. The Company's strategy of developing products
based primarily on third parties' operating environments is substantially
dependent on the Company's ability to gain pre-release access to, and to develop
expertise in, current and future product developments of such companies. There
can be no assurance that the Company will continue to receive such pre-release
access from any of these companies, or, even with such access, that the Company
will be able to develop products on a timely basis that are compatible with
future releases.
The Company has implemented certain programs, including pre-release bug
analysis measures and enhanced project-tracking efforts, in order to improve the
product development process and to permit more accurate product development
scheduling. Nonetheless, there can be no assurance that the Company's research
and development efforts will not encounter delays or other difficulties, that
development efforts will result in commercially successful products, or that the
Company's products will not be rendered obsolete by changing technology or new
product announcements by other companies.
As of December 31, 1999, the Company employed 510 people in product
research and development. The Company's research and development expenses were
$45.5 million, $34.8 million and $30.3 million for 1999, 1998 and 1997,
respectively.
Intellectual Property
The Company relies on a combination of patent, trade secret, copyright and
trademark law, contracts and technical measures to establish and protect its
proprietary rights in its products. The Company believes that legal protection
through means such as the patent and copyright laws will be less influential on
the Company's ability to compete than such factors as the creativity of its
development staff, its ability to expand its market share, develop new markets
and serve its customers.
As of December 31, 1999, the Company held 97 United States patents (92
utility patents and 5 design patents) and 5 patents in foreign countries (3
patents registered in Europe in various countries; 1 patent in Canada, and 1
patent in Japan), and had 101 patent applications pending in the United States
and foreign countries. 29 of such United States patents are software patents
related to LabVIEW, and cover fundamental aspects of the graphical programming
approach used in LabVIEW. The Company's patents expire from 2007 to 2018. No
assurance can be given that the Company's pending patent applications will
result in the issuance of patents. The Company also owns certain registered
trademarks in the United States and abroad.
Although the Company relies to some extent on trade secret protection for
much of its technology, and regularly obtains confidentiality agreements with
key customers who wish to know more about the Company's product development
philosophy and/or future directions, there can be no assurance that third
parties will not either independently develop the same or similar technology,
obtain unauthorized access to the Company's proprietary technology or misuse the
technology to which the Company has granted access.
The laws of certain foreign countries treat the protection of proprietary
rights of the Company in its products differently from those in the United
States, and in many cases the protection afforded by such foreign laws is not as
strong as in the United States. The Company believes that its products and their
use do not infringe the proprietary rights of third parties. There can be no
assurance, however, that infringement claims will not successfully be made.
-14-
<PAGE>
Manufacturing and Suppliers
The Company manufactures its products at its facilities in Austin, Texas.
Product manufacturing operations at the Company can be divided into four areas:
electronic circuit card and module assembly; cable assembly; technical manuals
and product support documentation; and software duplication. The Company
manufactures most of the electronic circuit card assemblies and modules
in-house, although subcontractors are used from time to time. The Company
manufactures some of its electronic cable assemblies in-house, but many
assemblies are produced by subcontractors. The Company primarily subcontracts
its software duplication and packaging functions. Reliance on contract
manufacturers entails risks of quality problems, less control of product
pricing, and potential unavailability of or delays in delivery of products, any
of which could have a material adverse effect on the Company's results of
operations. There can be no assurance that the Company, together with its
third-party manufacturers, will be able to produce sufficient quantities of the
Company's products in a timely manner.
The marketplace dictates that many of the Company's products be shipped
very quickly after an order is received. Since purchased component and
manufacturing lead times are typically much longer than the short order
fulfillment time, the Company is required to keep adequate amounts of finished
goods inventory and must use an accurate system for forecasting demand for those
products in its production planning operations. Fluctuations in demand for the
Company's products typically result from month-to-month variations in the
quantity and mix of products and from normal, seasonal variations. A variety of
circumstances, including inaccurate forecasts of customer demand, poor
availability of purchased components, supplier quality problems, production
equipment problems, carrier strikes or damage to products in manufacturing
operations, could create a buildup of excess finished goods on the one hand or
an inability to timely deliver product on the other. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Engineering refinements to the Company's new hardware and software
products are fairly common. These changes can result in the disruption of the
manufacturing operation and concurrent delays in delivery dates. Finished goods
inventory at the Company's international warehouses and branches typically has a
short shelf life due to engineering changes and product upgrades initiated by
the Company's product development operation, and, if managed incorrectly, can
result in significant quantities of obsolete inventory. This relatively short
shelf life, and the resulting requirement to properly manage the quantity of
inventory to meet customer demand while minimizing inventory obsolescence, has
been and continues to be a challenge to the Company and its branch offices. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
The Company obtains most of its electronic components from suppliers
located principally in the United States and Asia. Some of the components
purchased by the Company, including ASICs, are sole-sourced. Any disruption of
the Company's supply of sole or limited source components, whether resulting
from quality, production or delivery problems, could adversely affect the
Company's ability to manufacture its products, which could in turn adversely
affect the Company's business and results of operations.
Backlog
The Company typically ships products shortly following the receipt of an
order. Accordingly, the Company does not view backlog data as an indicator of
future sales.
Employees
As of December 31, 1999, the Company had 1955 employees, including 501 in
research and development, 948 in sales and marketing and customer support, 249
in manufacturing and 257 in administration and finance. None of the Company's
employees is represented by a labor union and the Company has never experienced
a work stoppage. The Company considers its employee relations to be good.
ITEM 2. PROPERTIES
The Company's principal administrative, sales, marketing, manufacturing,
research and development activities are conducted at three Company-owned
buildings in Austin, Texas. The Company owns approximately 69 acres of land in
north Austin, Texas. In 1998, the Company completed construction of a 232,000
square foot office facility, which is located next to an existing 140,000 square
foot manufacturing facility on the 69 acre campus. The Company is currently
constructing an extension of its parking facility at an estimated cost of
approximately $2.0 million. The Company is also working on a plan and design of
a fourth building, a 380,000 square foot office facility with associated
parking. Pending approval by the Company's Board of Directors, construction
would begin the fourth quarter of 2000 with estimated completion during the
first quarter of 2002. The Company also owns a 136,000 square foot office
building in Austin, Texas in which it houses certain of its sales operations. A
portion of the 136,000 square foot office building is currently leased to
International Business Machines Corporation.
-15-
<PAGE>
As of December 31, 1999, the Company also maintained a number of sales and
support offices in the United States and overseas. The Company believes existing
field sales and support facilities are adequate to meet its current
requirements.
ITEM 3. LEGAL PROCEEDINGS
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
-16-
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock, $0.01 par value, began trading on the Nasdaq
National Market System under the symbol NATI effective March 13, 1995. Prior to
that date, there was no public market for the Common Stock. The high and low
closing prices for the Common Stock in the following table, as reported by
Nasdaq, have been retroactively restated to reflect the three-for-two stock
split declared by the Company's Board of Directors on July 22, 1999 for holders
of record as of the close of business on August 5, 1999.
1999 High Low
First Quarter 1999 23.083 17.417
Second Quarter 1999 27.50 18.167
Third Quarter 1999 35.344 26.167
Fourth Quarter 1999 38.25 27.25
1998 High Low
First Quarter 1998 23.25 16.833
Second Quarter 1998 24.25 17.75
Third Quarter 1998 22.833 14.583
Fourth Quarter 1998 23.042 12.667
At the close of business on February 22, 2000, there were approximately
863 holders of record of the Common Stock and approximately 7,000 shareholders
of beneficial interest.
The Company believes factors such as quarterly fluctuations in results of
operations, announcements by the Company or its competitors, technological
innovations, new product introductions, governmental regulations, litigation or
changes in earnings estimates by analysts may cause the market price of the
Common Stock to fluctuate, perhaps substantially. In addition, stock prices for
many technology companies fluctuate widely for reasons that may be unrelated to
their operating results. These broad market and industry fluctuations may
adversely affect the market price of the Company's Common Stock.
To date, the Company has not paid any cash dividends on its Common Stock.
The Company currently anticipates that it will retain any available funds to
finance the growth and operation of its business and does not anticipate paying
any cash dividends in the immediate future.
-17-
<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with the consolidated financial statements, including the Notes to
Consolidated Financial Statements. The information set forth below is not
necessarily indicative of results of future operations. The information should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Years Ended December 31,
------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(in thousands, except per share data)
Statements of Income Data:
Net sales:
North America.............. $175,873 $153,435 $141,784 $114,382 $ 93,001
Europe..................... 108,801 86,961 66,318 58,108 51,145
Asia Pacific............... 44,909 33,834 32,777 28,225 20,673
-------- -------- -------- -------- --------
Consolidated net sales..... 329,583 274,230 240,879 200,715 164,819
Cost of sales................ 76,040 65,187 55,096 49,755 39,525
-------- -------- -------- -------- --------
Gross profit............... 253,543 209,043 185,783 150,960 125,294
-------- -------- -------- -------- --------
Operating expenses:
Sales and marketing........ 120,886 100,783 87,096 72,067 63,733
Research and development... 45,531 34,757 30,296 24,387 19,991
General and administrative. 24,258 20,455 18,508 17,129 15,071
-------- -------- -------- -------- --------
Total operating expenses... 190,675 155,995 135,900 113,583 98,795
-------- -------- -------- -------- --------
Operating income........... 62,868 53,048 49,883 37,377 26,499
Other income (expense):
Interest income............ 4,759 3,439 3,455 2,405 1,635
Interest expense........... (404) (463) (502) (844) (875)
Net foreign exchange (loss)
gain....................... 130 (224) (2,649) (899) 150
-------- -------- -------- -------- --------
Income before income taxes
and cumulative effect of
accounting change.......... 67,353 55,800 50,187 38,039 27,409
Provision for income taxes... 21,553 18,414 16,562 12,553 9,986
-------- -------- -------- -------- --------
Income before cumulative
effect of accounting change 45,800 37,386 33,625 25,486 17,423
Cumulative effect of
accounting change,
net of tax................. (552) -- -- -- --
-------- -------- -------- -------- --------
Net income.............. $ 45,248 $ 37,386 $ 33,625 $ 25,486 $ 17,423
======== ======== ======== ======== ========
Basic earnings per share:
Income before cumulative
effect of accounting
change..................... $ 0.92 $ 0.76 $ 0.69 $ 0.53 $ 0.37
Cumulative effect of
accounting change, net of
tax........................ (0.01) -- -- -- --
-------- -------- -------- -------- --------
Basic earnings per share... $ 0.91 $ 0.76 $ 0.69 $ 0.53 $ 0.37
======== ======== ======== ======== ========
-18-
<PAGE>
Diluted earnings per share:
Income before cumulative
effect of accounting
change..................... $ 0.88 $ 0.73 $ 0.67 $ 0.52 $ 0.37
Cumulative effect of
accounting change, net of
tax........................ (0.01) -- -- -- --
-------- -------- -------- -------- --------
Diluted earnings per share $ 0.87 $ 0.73 $ 0.67 $ 0.52 $ 0.37
======== ======== ======== ======== ========
Weighted average shares
outstanding:
Basic...................... 49,776 49,248 48,845 48,539 46,737
Diluted.................... 52,203 51,150 50,484 49,415 47,136
December 31,
------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(in thousands)
Balance Sheet Data:
Cash and cash equivalents.... $ 45,309 $ 51,538 $ 31,943 $ 30,211 $ 12,016
Short-term investments....... 83,525 49,158 51,067 48,956 37,765
Working capital.............. 173,761 133,510 112,142 99,294 74,546
Total assets................. 318,753 249,786 204,490 169,225 137,102
Long-term debt, net of
current portion............ 4,301 4,379 5,151 9,175 11,603
Total stockholders' equity... 254,235 204,184 161,754 126,953 98,736
-19-
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion in this document contains trend analysis and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Actual results could differ materially from those projected in the
forward-looking statements throughout this document as a result of a number of
important factors. For a discussion of important factors that could affect the
Company's results, please refer to the risk factors set forth below in Factors
Affecting the Company's Business, in the financial line item discussions below
and elsewhere in this document.
Overview
National Instruments Corporation designs, develops, manufactures and
markets instrumentation and automation software and hardware for general
commercial, industrial and scientific applications. The Company offers hundreds
of products used to create virtual instrumentation systems for measurement and
automation. The Company has identified a large and diverse market for test and
measurement ("T&M") and industrial automation ("IA") applications. The Company's
products are used in a variety of applications from research and development to
production testing and industrial control. In test and measurement applications,
the Company's products can be used to monitor and control traditional
instruments or to create computer-based instruments that can replace traditional
instruments. In industrial automation applications, the Company's products can
be used in the same ways as in test and measurement and can also be used to
integrate measurement functionality with process automation capabilities. The
Company sells to a large number of customers in a wide variety of industries. No
single customer accounted for more than 3% of the Company's sales in 1999, 1998
or 1997.
The Company's revenues have grown every year since 1977 and the Company
has been profitable in every year since 1990. There can be no assurance that the
Company's net sales will continue to grow or that the Company will remain
profitable in future periods. As a result, the Company believes historical
results of operations should not be relied upon as indications of future
performance.
-20-
<PAGE>
Results of Operations
The following table sets forth, for the periods indicated, the percentage
of net sales represented by certain items reflected in the Company's
consolidated statements of income:
Years Ended December 31,
----------------------------------
1999 1998 1997
---------- ---------- ----------
Net sales:
North America..................... 53.4% 56.0% 58.9%
Europe............................ 33.0 31.7 27.5
Asia Pacific...................... 13.6 12.3 13.6
---------- ---------- ----------
Consolidated net sales............ 100.0 100.0 100.0
Cost of sales....................... 23.1 23.8 22.9
---------- ---------- ----------
Gross profit...................... 76.9 76.2 77.1
Operating expenses:
Sales and marketing............... 36.7 36.7 36.1
Research and development.......... 13.8 12.7 12.6
General and administrative........ 7.3 7.5 7.7
---------- ---------- ----------
Total operating expenses........ 57.8 56.9 56.4
---------- ---------- ----------
Operating income................ 19.1 19.3 20.7
Other income (expense):
Interest income .................. 1.4 1.3 1.4
Interest expense.................. (0.1) (0.2) (0.2)
Net foreign exchange gain (loss).. -- (0.1) (1.1)
---------- ---------- ----------
Income before income taxes and
cumulative effect of accounting
change............................ 20.4 20.3 20.8
Provision for income taxes.......... 6.5 6.7 6.9
---------- ---------- ----------
Income before cumulative effect of
accounting change................. 13.9 13.6 13.9
Cumulative effect of accounting
change, net of tax................ (0.2) -- --
---------- ---------- ----------
Net income.......................... 13.7% 13.6% 13.9%
========== ========== ==========
-21-
<PAGE>
Net Sales. In 1999, net sales for the Company's products reached $329.6
million, a 20% increase from the level achieved in 1998, which followed an
increase in net sales of 14% in 1998 over the level achieved in 1997. This year
marks the twenty-third year of double-digit annual sales growth. The increase in
sales in these periods is primarily attributable to the introduction of new and
upgraded products in each period, increased market acceptance of the Company's
products in each of the major geographical areas in which the Company operates,
and an expanded customer base. The increase in the 1999 U.S. dollar annual
growth rate to 20% from 14% in 1998, is attributed to an increase in unit sales
growth in North America and Asia Pacific, a broad increase in demand for the
Company's products and significant growth in newer product areas such as PXI,
Machine Vision, Motion Control, Fieldpoint and PC based instruments.
North American revenue was $175.9 million in 1999, an increase of 15% from
1998, following an 8% increase in 1998 over 1997. The increase in sales and in
the revenue growth rate in North America in 1999 is primarily attributable to
the general recovery in the overall test and measurement market from the
downturn in 1998 partially attributable to the effect on the U.S. economy of the
Asian economic situation. In addition, the Company was successful in increasing
its U.S. field sales force during 1999.
European revenue was $108.8 million in 1999, an increase of 25% over 1998,
following a 31% increase in 1998 from 1997. The increase in revenue growth in
Europe is primarily attributable to continued market acceptance of the Company's
products, the strong local economies and the Company's expansion in its European
sales force.
Asia Pacific revenue grew 33% to $44.9 million in 1999, which followed a
3% increase in 1998 over 1997 levels. The increase in the Asia Pacific revenue
growth rate during 1999 is primarily attributed to the strengthening of the
Japanese yen, Korean won and other Asian currencies and the improvement in the
state of these economies from 1998. See the discussion below for more
information concerning the impact of foreign currency fluctuations on sales
growth.
International sales (sales to customers outside of North America)
accounted for 47%, 44% and 41% of the Company's consolidated net sales for 1999,
1998 and 1997, respectively. The Company intends to continue to expand its
international operations by increasing market presence in existing markets, and
continuing to use distributors to sell its products in countries in which the
sales volume does not justify direct sales activities.
The Company's international sales are subject to inherent risks, including
fluctuations in local economies; difficulties in staffing and managing foreign
operations; greater difficulty in accounts receivable collection; costs and
risks of localizing products for foreign countries; unexpected changes in
regulatory requirements, tariffs and other trade barriers; difficulties in the
repatriation of earnings and burdens of complying with a wide variety of foreign
laws. The Company's sales outside of North America are denominated in local
currencies, and accordingly, the Company is subject to the risks associated with
fluctuations in currency rates. In particular, increases in the value of the
dollar against foreign currencies decrease the U.S. dollar value of foreign
sales requiring the Company either to increase its price in the local currency,
which could render the Company's product prices noncompetitive, or to suffer
reduced revenues and gross margins as measured in U.S. dollars. These dynamics
have adversely affected revenue growth in international markets in 1998 and
1997. The Company's foreign currency hedging program includes both foreign
currency forward and purchased option contracts to reduce the effect of exchange
rate fluctuations. However, the hedging program will not eliminate all of the
Company's foreign exchange risks. (See "Foreign Exchange Gain/Loss" below and
Note 12 of Notes to Consolidated Financial Statements.)
Sales made by the Company's direct sales offices in Europe and Asia
Pacific are denominated in local currencies, and accordingly, the U.S. dollar
equivalent of these sales is affected by changes in the weighted average value
of the U.S. dollar. This weighted average is calculated as the percentage change
in the value of the currency relative to the dollar, multiplied by the
proportion of international sales recorded in the particular currency. Between
1998 and 1999 this weighted average value of the U.S. dollar decreased by 3%,
causing an equivalent increase in the U.S. dollar value of the Company's foreign
currency sales and expenses. If the weighted average value during 1999 had been
the same as that in 1998, the Company's consolidated net sales for 1999 would
have been $325.3 million representing a decrease of $4.3 million, which
represents 19% consolidated sales growth. If the weighted average value during
1999 had been the same as that in 1998, the Company's consolidated operating
expenses would have been $187.0 million, representing a decrease of $3.7
million. The preceding proforma amounts and percentages are presented for
comparison purposes.
-22-
<PAGE>
Gross Profit. As a percentage of sales, gross profit represented 77%, 76%
and 77% in 1999, 1998, and 1997, respectively. The relatively high software
content of the Company's products is demonstrated in the gross margins achieved
by the Company. The higher margin in 1999 is the result of improved production
efficiencies and favorable foreign currency exchange rate fluctuations. In 1998,
the effect of foreign currency exchange rate fluctuations and the weak Asia
Pacific economies negatively impacted revenue growth and gross margin. A lesser
factor affecting gross margin includes increased manufacturing expenses
attributable to the addition of a third production line in April 1998. There can
be no assurance that the Company will maintain its historical margin.
The marketplace for the Company's products dictates that many of the
Company's products be shipped very quickly after an order is received. As a
result, the Company is required to maintain significant inventories. Therefore,
inventory obsolescence is a risk for the Company due to frequent engineering
changes, shifting customer demand, the emergence of new industry standards and
rapid technological advances including the introduction by the Company or its
competitors of products embodying new technology. While the Company maintains
valuation allowances for excess and obsolete inventory and management continues
to monitor the adequacy of such valuation allowances, there can be no assurance
that such valuation allowances will be sufficient.
The Company believes that with the addition of its fourth production line
put in place in the first quarter of 2000 its manufacturing capacity will be
more than adequate to meet anticipated needs for 2000.
Sales and Marketing. Sales and marketing expense in 1999 increased 20%
from 1998, which followed an increase of 16% in 1998 from 1997. The increase in
the expense in absolute amounts during 1999 and 1998 is primarily attributable
to programs to increase the Company's international presence in both the
European and Asia Pacific markets, increases in sales and marketing personnel
both internationally and in North America, increased marketing for new products
and in its Web activities. Sales and marketing personnel increased by 145 during
1999 from 803 at December 31, 1998 to 948 at December 31, 1999. Sales and
marketing expense, as a percentage of revenue was 37% in 1999 and 1998, up from
36% in 1997.
The Company expects sales and marketing expenses in future periods to
increase in absolute dollars, and to fluctuate as a percentage of sales based on
initial marketing and advertising campaign costs associated with major new
product releases and entry into new market areas, investment in the Web sales
and marketing efforts, increasing product demonstration costs and the timing of
domestic and international conferences and trade shows.
Research and Development. Research and development expense in 1999
increased 31% compared to 1998 following an increase of 15% in 1998 over 1997.
Excluding the effect of acquisition of products, technology and assets, research
and development expense grew 28%, 12% and 26% during 1999, 1998 and 1997,
respectively. (See Note 8 of Notes to Consolidated Financial Statements for a
description of the Company's acquisitions.) The increase in research and
development expenditures (excluding the acquisition related charges in 1998 and
1997) in absolute amounts and as a percentage of sales in each period was
primarily due to the hiring of additional product development engineers.
Research and development personnel increased from 424 at December 31, 1998 to
501 at December 31, 1999. The Company believes that a significant investment in
research and development is required to remain competitive and continue revenue
growth.
The Company capitalizes software development costs in accordance with
Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed." The Company
amortizes such costs over the related product's estimated economic life,
generally three years, beginning when a product becomes available for general
release. Software amortization expense totaled $2.3 million, $2.8 million and
$1.5 million during 1999, 1998 and 1997, respectively. The decrease in
amortization expense is due primarily to amortization in 1998 of $750,000 of
purchased software capitalized in the 1998 Datalog acquisition. Software
development costs capitalized during such years were $2.8 million, $3.3 million
and $2.1 million, respectively. The levels of capitalization for 1999 were
primarily a result of NI-DAQ 6.6, Lookout 4.0 and purchased software development
costs related to the GfS acquisition. The significant items capitalized in 1998
include LabVIEW 5.0 and 5.1, NI-DAQ 6.5 and purchased software development costs
related to the Datalog acquisition. (See Note 5 of Notes to Consolidated
Financial Statements for a description of intangibles.)
-23-
<PAGE>
General and Administrative. General and administrative expenses in 1999
increased 19% from 1998, which followed an increase of 10.5% in 1998 from 1997.
The majority of the increase was comprised of cost attributable to staffing
increases in the information system, legal and human resources departments and
the significant increase in recruiting costs due to the increase in the target
number of engineering recruits. Support of the new management information
systems and Web based applications were the main focus areas for incremental
investment in the information system department in 1999. The 1999 increase
followed a 10.5% increase in 1998, which was primarily driven by training and
implementation costs of the new management information systems. General and
administrative expenses as a percentage of revenue declined to 7.3% during 1999.
The Company expects that general and administrative costs will continue to
increase in absolute amounts and to fluctuate as a percentage of revenue as the
Company continues to invest in maintaining its existing systems and developing
Web based commerce and management information systems.
Interest Income and Expense. Interest income increased 38% in 1999 from
1998 and was flat in 1998 from 1997. The primary source of interest income is
from the investment of proceeds from the Company's issuance of common stock
under an initial public offering in March 1995 and cash flow generated from
operations. Net cash provided by operating activities in 1999 totaled $49.4
million. During 1999, interest income increased due to the investment of cash
generated from operations. During the first half of 1998, $16.5 million was used
to pay construction costs of the Company's new office building. Interest expense
decreased 13% from 1998, which followed a decrease of 8% in 1998 from 1997.
Interest expense represents less than 1% of net sales and fluctuates as a result
of bank borrowings and interest terms thereon. The 13% decrease in interest
expense in 1999 from 1998 is attributed to scheduled repayments on the
manufacturing facility loan. (See Note 6 of Notes to Consolidated Financial
Statements for a description of the Company's debt.)
Net Foreign Exchange Gain/Loss. The Company experienced net foreign
exchange gains of $130,000 in 1999, compared to losses of $224,000 and $2.6
million in 1998 and 1997, respectively. These results are attributable to
movements between the U.S. dollar and the local currencies in countries in which
the Company's sales subsidiaries are located. The Company recognizes the local
currency as the functional currency of its international subsidiaries.
The Company utilizes foreign currency forward contracts to economically
hedge a majority of its foreign currency-denominated receivables in order to
reduce its exposure to significant foreign currency fluctuations. The Company
typically limits the duration of its foreign exchange forward contracts to 90
days.
The Company utilizes foreign currency forward contracts and foreign
currency purchased option contracts in order to reduce its exposures to
fluctuations in future net foreign currency cash flows. The Company's policy
allows for the purchase of these contracts for up to 90% of its risk and limits
the duration of these contracts to 24 months. It also requires that the foreign
currency purchased option contracts be purchased 5% "out-of-the-money". As a
result, the Company's hedging activities only partially address its risks in
foreign currency transactions, and there can be no assurance that this strategy
will be successful. The Company does not invest in contracts for speculative
purposes. (See Note 12 of Notes to Consolidated Financial Statements for a
description of the Company's forward and purchased option contracts and hedged
positions.) The Company's hedging strategy has reduced the foreign exchange loss
for December 31, 1999 by $3.3 million and reduced the net foreign exchange gain
for December 31, 1998 by $1.9 million.
Effective January 1, 1999, the Company elected to adopt SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." (See Note 11 of
Notes to Consolidated Financial Statements.)
Provision for Income Taxes. The provision for income taxes reflects an
effective tax rate of 32% in 1999 and 33% in 1998 and 1997.
At December 31, 1999, seven of the Company's subsidiaries had available,
for income tax purposes, foreign net operating loss carryforwards of
approximately $4.2 million, of which $3.1 million expire between 2002 and 2008.
The remaining $1.1 million of loss carryforwards may be carried forward
indefinitely to offset future taxable income in the related tax jurisdictions.
(See Note 7 of Notes to Consolidated Financial Statements for further discussion
of the Company's income tax provision.)
Liquidity and Capital Resources
The Company is currently financing its operations and capital expenditures
through cash flow from operations. At December 31, 1999, the Company had working
capital of approximately $173.8 million compared to $133.5 million at December
31, 1998.
-24-
<PAGE>
Accounts receivable increased to $58.3 million at December 31, 1999 from
$45.6 million at December 31, 1998, as a result of higher sales levels.
Receivable days outstanding at December 31, 1999 increased to 58 days from 57
days at December 31, 1998. Consolidated inventory balances have increased to
$26.2 million at December 31, 1999 from $16.5 million at December 31, 1998.
Inventory turns of 3.6 per year for 1999 represent a decrease from turns of 4.1
per year for 1998 and reflect the planned increase in the level of inventory
related to allocated components, increased procurement of end-of-life components
and increased amounts to support the addition of the Company's fourth
manufacturing line expected to be operational early in the first quarter of
2000. The Company also expects additional increases in inventory in the first
half of 2000 as a result of the planned Year 2000 contingency increase in the
level of critical and sole-sourced components.
Cash used for investing activities in 1999 includes $9.5 million for the
purchase of property and equipment, capitalization of software development costs
of $1.7 million and payment of $13.1 million, net of cash received, for the
purchase of GfS.
The Company currently expects to fund expenditures for capital
requirements as well as liquidity needs created by changes in working capital
from a combination of available cash and short-term investment balances,
internally generated funds, and financing arrangements with its current
financial institutions. The Company has a $28.5 million credit agreement with
Bank of America N.A. which consists of (i) a $20.0 million revolving line of
credit, and (ii) an $8.5 million manufacturing facility loan. As of December 31,
1999, the Company had no outstanding balance on the line of credit and had a
balance of $4.5 million on the manufacturing facility loan. The revolving line
of credit expires on December 29, 2000. The Company's credit agreements contain
certain financial covenants and restrictions as to various matters, including
the bank's prior approval of significant mergers and acquisitions. Borrowings
under the line of credit are collateralized by substantially all of the
Company's assets. (See Note 6 of Notes to Consolidated Financial Statements for
additional information regarding the Company's debt.)
The Company believes that the cash flow from operations, if any, existing
cash balances and short-term investments and credit available under the
Company's existing credit facilities, will be sufficient to meet its cash
requirements for at least the next twelve months. Cash requirements for periods
beyond the next twelve months depend on the Company's profitability, its ability
to manage working capital requirements and its rate of growth.
Market Risk
The Company is exposed to a variety of risks, including foreign currency
fluctuations and changes in the market value of its investments. In the normal
course of business, the Company employs established policies and procedures to
manage its exposure to fluctuations in foreign currency values and changes in
the market value of its investments.
Foreign Currency Hedging Activities. The Company's objective in managing
its exposure to foreign currency exchange rate fluctuations is to reduce the
impact of adverse fluctuations in such exchange rates on the Company's earnings
and cash flow. Accordingly, the Company utilizes purchased foreign currency
option contracts and forward contracts to hedge its exposure on anticipated
transactions and firm commitments. The principal currencies hedged are the euro,
British pound and Japanese yen. The Company monitors its foreign exchange
exposures regularly to ensure the overall effectiveness of its foreign currency
hedge positions. However, there can be no assurance the Company's foreign
currency hedging activities will substantially offset the impact of fluctuations
in currency exchange rates on its results of operations and financial position.
Based on the foreign exchange instruments outstanding at December 31, 1999, an
adverse change (defined as 20% in the Asian currencies, primarily the yen, and
10% in all other currencies) in exchange rates would result in a decline in
income before taxes of approximately $27.1 million. Additionally, as the Company
utilizes foreign currency instruments for hedging anticipated and firmly
committed transactions, management believes that a loss in fair value for those
instruments will be substantially offset by increases in the value of the
underlying exposure. (See Note 11 of Notes to Consolidated Financial Statements
for a description of the Company's financial instruments at December 31, 1999
and 1998.)
-25-
<PAGE>
Short-term Investments. The fair value of the Company's investments in
marketable securities at December 31, 1999 was $83.5 million. The Company's
investment policy is to manage its investment portfolio to preserve principal
and liquidity while maximizing the return on the investment portfolio through
the full investment of available funds. The Company diversifies the marketable
securities portfolio by investing in multiple types of investment-grade
securities. The Company's investment portfolio is primarily invested in
short-term securities with at least an investment grade rating to minimize
interest rate and credit risk as well as to provide for an immediate source of
funds. Based on the Company's investment portfolio and interest rates at
December 31, 1999, a 100 basis point increase or decrease in interest rates
would result in a decrease or increase of less than $420,000, respectively, in
the fair value of the investment portfolio. Although changes in interest rates
may affect the fair value of the investment portfolio and cause unrealized gains
or losses, such gains or losses would not be realized unless the investments are
sold.
Factors Affecting the Company's Business
Fluctuations in Quarterly Results. The Company's quarterly operating
results have fluctuated in the past and may fluctuate significantly in the
future due to a number of factors, including: changes in the mix of products
sold; the availability and pricing of components from third parties (especially
sole sources); the timing of orders; level of pricing of international sales;
fluctuations in foreign currency exchange rates; the difficulty in maintaining
margins, including the higher margins traditionally achieved in international
sales; and changes in pricing policies by the Company, its competitors or
suppliers. Specifically, if the local currencies in which the Company sells
weaken against the U.S. dollar, and if the local sales prices cannot be raised,
the Company will experience a deterioration of its gross and net profit margins.
The Company expects the increased costs of the fourth manufacturing line and an
adverse change in the European foreign currency exchange rates to have a
negative effect on gross and net profit margins in the first and second quarters
of 2000.
As has occurred in the past and as may be expected to occur in the future,
new software products of the Company or new operating systems of third parties
on which the Company's products are based, often contain bugs or errors that can
result in reduced sales and/or cause the Company's support costs to increase,
either of which could have a material adverse impact on the Company's operating
results. Furthermore, the Company has significant revenues from customers in
industries such as semiconductors, automated test equipment, telecommunications,
aerospace, defense and automotive which are cyclical in nature. Downturns in
these industries like those experienced in 1998 could again have a material
adverse effect on the Company's operating results.
In recent years, the Company's revenues have been characterized by
seasonality, with revenues typically being relatively constant in the first,
second and third quarters, growing in the fourth quarter and being relatively
flat or declining from the fourth quarter of the year to the first quarter of
the following year. If this historical pattern continues, revenues for the first
quarter of 2000 may not exceed revenues from the fourth quarter of 1999. Also,
the Company's results of operations in the third quarter of 2000 may be
adversely affected by lower sales levels in Europe, which typically occur during
the summer months. The Company believes the seasonality of its revenue results
from the international mix of its revenue and the variability of the budgeting
and purchasing cycles of its customers throughout each international region. In
addition, total operating expenses have in the past tended to be higher in the
second and third quarters of each year, due to college recruiting and increased
intern personnel expenses.
New Product Introductions and Market Acceptance. The market for the
Company's products is characterized by rapid technological change, evolving
industry standards, changes in customer needs and frequent new product
introductions, and is therefore highly dependent upon timely product innovation.
The Company's success is dependent in part on its ability to successfully
develop and introduce new and enhanced products on a timely basis to replace
declining revenues from older products, and on increasing penetration in
international markets. In the past, the Company has experienced significant
delays between the announcement and the commercial availability of new products.
Any significant delay in releasing new products could have a material adverse
effect on the ultimate success of a product and other related products and could
impede continued sales of predecessor products, any of which could have a
material adverse effect on the Company's operating results. There can be no
assurance that the Company will be able to introduce new products in accordance
with announced release dates, that new products will achieve market acceptance
or that any such acceptance will be sustained for any significant period.
Failure of new products to achieve or sustain market acceptance could have a
material adverse effect on the Company's operating results. Moreover, there can
be no assurance that the Company's international sales will continue at existing
levels or grow in accordance with the Company's efforts to increase foreign
market penetration.
-26-
<PAGE>
Risks associated with Increased Development of Web site. During 1999, the
Company devoted significant resources in developing its Web site as a key
marketing and sales tool and expects to continue to do so in the future. There
can be no assurance that the Company will be able to be successful in its
attempt to leverage the Web to increase sales. The Company hosts its own Web
site internally. Failure to successfully maintain the Web site and to protect it
from external hackers could have a significant impact on the Company's results.
Operation in Intensely Competitive Markets. The markets in which the
Company operates are characterized by intense competition from numerous
competitors, some of which are divisions of large corporations having far
greater resources than the Company, and the Company expects to face further
competition from new market entrants in the future. A key competitor is Agilent
Technologies Inc. ("Agilent"). Agilent offers its own line of instrument
controllers, and also offers hardware and software add-on products for
third-party desktop computers and workstations that provide solutions that
directly compete with the Company's virtual instrumentation products. Agilent is
aggressively advertising and marketing products that are competitive with the
Company's products. Because of Agilent's strong position in the instrumentation
business, changes in its marketing strategy or product offerings could have a
material adverse effect on the Company's operating results.
The Company believes its ability to compete successfully depends on a
number of factors both within and outside its control, including: new product
introductions by competitors; product pricing; quality and performance; success
in developing new products; adequate manufacturing capacity and supply of
components and materials; efficiency of manufacturing operations; effectiveness
of sales and marketing resources and strategies; strategic relationships with
other suppliers; timing of new product introductions by the Company; protection
of the Company's products by effective use of intellectual property laws;
general market and economic conditions; and government actions throughout the
world. There can be no assurance that the Company will be able to compete
successfully in the future.
Management Information Systems. During 1999, the Company completed
implementation of the contact management and technical support incident tracking
system in the three remaining European branches, the U.S. and Japan. The Company
also devoted significant effort to the development of our Web commerce
offerings. In 2000, the Company will implement an advanced planning system to
enhance predictability of material flow in its manufacturing operations. The
Company will also devote significant resources to the continued development of
Web and e-commerce offerings. Failure to successfully implement these
initiatives could have a material adverse effect on the results of operations.
The Company relies on three primary regional centers for its management
information systems. As with any information system, unforeseen issues may arise
that could affect management's ability to receive adequate, accurate and timely
financial information which in turn could inhibit effective and timely
decisions. Furthermore, it is possible that one or more of the Company's three
regional information systems could experience a complete or partial shutdown. If
this shutdown occurred near the end of a quarter it could impact the Company's
product shipments and revenues, as product distribution is heavily dependent on
the integrated management information systems in each region. Accordingly,
operating results in that quarter would be adversely impacted due to the
shipments, which would not occur until the following period. The Company is
working to achieve reliable regional management information systems to control
costs and improve the ability to deliver its products in substantially all of
its direct markets worldwide. No assurance can be given that the Company's
efforts will be successful. The failure to receive adequate, accurate and timely
financial information could inhibit management's ability to make effective and
timely decisions.
-27-
<PAGE>
Risks Associated with International Operations and Foreign Economies.
International sales are subject to inherent risks, including fluctuations in
local economies, difficulties in staffing and managing foreign operations,
greater difficulty in accounts receivable collection, costs and risks of
localizing products for foreign countries, unexpected changes in regulatory
requirements, tariffs and other trade barriers, difficulties in the repatriation
of earnings and the burdens of complying with a wide variety of foreign laws.
The regulatory environment in some emerging countries is very restrictive as
their governments try to protect their local economy and value of their local
currency against the U.S. dollar. Sales made by the Company's international
direct sales offices are denominated in local currencies, and accordingly, the
U.S. dollar equivalent of these sales is affected by changes in the weighted
average value of the U.S. dollar. This weighted average is calculated as the
percentage change in the value of the currency relative to the dollar,
multiplied by the proportion of international sales recorded in the particular
currency. Between 1998 and 1997 this weighted average value of the U.S. dollar
decreased by 3%, causing an equivalent increase in the U.S. dollar value of the
Company's foreign currency sales and expenses. If the weighted average value
during 1999 had been the same as that in 1998, the Company's consolidated net
sales for 1999 would have been $325.3 million representing a decrease of $4.3
million, which represents 19% consolidated sales growth. If the weighted average
value during 1999 had been the same as that in 1998, the Company's consolidated
operating expenses would have been $187.0 million, representing a decrease of
$3.7 million. If the U.S. dollar strengthens again in the future, it could have
a materially adverse effect on the operating results of the Company.
Dependence on Key Suppliers. The Company's manufacturing processes use
large volumes of high-quality components and subassemblies supplied by outside
sources. Several of these components are available through sole or limited
sources. Sole-source components purchased by the Company include
application-specific integration circuits ("ASICS") and other components. The
Company has in the past experienced delays and quality problems in connection
with sole-source components, and there can be no assurance that these problems
will not recur in the future. Accordingly, the failure to receive sole-source
components from suppliers could result in a material adverse effect on revenues
and results of operations.
Proprietary Rights and Intellectual Property Litigation. The Company's
success depends in part on its ability to obtain and maintain patents and other
proprietary rights relative to the technologies used in its principal products.
Despite the Company's efforts to protect its proprietary rights, unauthorized
parties may have in the past infringed or violated certain of the Company's
intellectual property rights. The Company is currently litigating a complaint in
federal court alleging patent infringement by the products of the defendant. As
is typical in the industry, the Company from time to time may be notified that
it is infringing certain patent or intellectual property rights of others. While
no actions are currently pending against the Company, other than invalidity
claims in response to the previously mentioned patent infringement complaint
initiated by the Company, there can be no assurance that litigation will not be
initiated in the future which may cause significant litigation expense,
liability and a diversion of management's attention which may have a material
adverse effect on results of operations.
Dependence on Key Management and Technical Personnel. The Company's
success depends to a significant degree upon the continued contributions of its
key management, sales, marketing, research and development and operational
personnel including Dr. Truchard, Mr. Kodosky and other members of senior
management and key technical personnel. The Company has no agreements providing
for the employment of any of its key employees for any fixed term and the
Company's key employees may voluntarily terminate their employment with the
Company at any time. The loss of the services of one or more of the Company's
key employees in the future could have a material adverse effect on operating
results. The Company also believes its future success will depend in large part
upon its ability to attract and retain additional highly skilled management,
technical, marketing, research and development, and operational personnel with
experience in managing large and rapidly changing companies, including companies
acquired through acquisition, as well as training, motivating and supervising
the employees. In addition, the recruiting environment for software engineering,
sales and other technical professionals is very competitive. Competition for
qualified software engineers is particularly intense and is likely to result in
increased personnel costs. Failure to attract or retain qualified software
engineers could have an adverse effect on the Company's operating results. The
Company also recruits and employs foreign nationals to achieve its hiring goals
primarily for entry-level engineering and software positions. There can be no
guarantee that the Company will continue to be able to recruit foreign nationals
to the current degree if government requirements for temporary and permanent
residence become increasingly restrictive. These factors further intensify
competition for key personnel, and there can be no assurance that the Company
will be successful in retaining its existing key personnel or attracting and
retaining additional key personnel. Failure to attract and retain a sufficient
number of technical personnel could have a material adverse effect on the
results of operations.
-28-
<PAGE>
Risk of Product Liability Claims. The Company's products are designed in
part to provide information upon which the users may rely. The Company attempts
to assure the quality and accuracy of the processes contained in its products,
and to limit its product liability exposure through contractual limitations on
liability, including disclaimers in its "shrink wrap" license agreements with
end-users. If future products contain errors that produce incorrect results on
which users rely, customer acceptance of the Company's products could be
adversely affected. Further, the Company could be subject to liability claims
that could have a material adverse effect on the Company's operating results or
financial position. Although the Company maintains liability insurance, there
can be no assurance that such insurance or the contractual provisions used by
the Company to limit its liability will be sufficient.
The Year 2000. During fiscal years 1999 and 1998, the Company had a Year
2000 project in place to address the potential exposures related to the impact
on our computer systems and products for the Year 2000 and beyond. As of
December 31, 1999, all scheduled Y2K work was completed. As of the date hereof,
the Company encountered no material Y2K system problems and no impact on
operations or expenses has occurred. However, the success to date of its Year
2000 efforts cannot guarantee that a Year 2000 problem affecting third parties
upon which it relies will not become apparent in the future.
ITEM 7(a).MARKET RISK
Response to this item is included in "Item 7 - Management's Discussion of
Analysis of Financial Condition and Results of Operations - Market Risk" above.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to the
Consolidated Financial Statements set forth on pages F-1 through F-20 hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
-29-
<PAGE>
PART III
Certain information required by Part III is omitted from this Report in
that the Registrant intends to file a definitive proxy statement pursuant to
Regulation 14A with the Securities and Exchange Commission (the "Proxy
Statement") relating to its annual meeting of stockholders not later than 120
days after the end of the fiscal year covered by this Report, and such
information is incorporated by reference herein.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors required by this Item
is incorporated by reference to the Company's Proxy Statement under the heading
"Election of Directors."
The information concerning the Company's executive officers required by
this Item is incorporated by reference to the Company's Proxy Statement under
the heading "Executive Officers."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
Company's Proxy Statement under the heading "Election of Directors."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the
Company's Proxy Statement under the heading "Election of Directors."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
-30-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed with Report
1. Financial Statements. See Index to Consolidated Financial
Statements at page F-1 of this Form 10-K and the Financial
Statements and Notes thereto which are included at pages F-2 to
F-20 of this Form 10-K.
2. Exhibits
Exhibit
Number Description
3.1* Certificate of Incorporation of the Company.
3.2* Bylaws of the Company.
4.1* Specimen of Common Stock certificate of the Company.
4.2* Rights Agreement dated as of May 19, 1994,
between the Company and The First National Bank
of Boston.
10.1* Form of Indemnification Agreement.
10.2* 1994 Incentive Plan.
10.3* 1994 Employee Stock Purchase Plan.
10.5** Loan Agreements dated as of June 30, 1998,
between the Company and Bank of America, N.A.,
as amended and supplemented.
11.1 Computation of Earnings Per Share.
21.1 Subsidiaries of the Company.
23.1 Consent of Independent Accountants.
24.0 Power of Attorney (see page 33).
27.0 Financial Data Schedule (see Part II, Item 6).
* Incorporated by reference to the Company's Registration
Statement on Form S-1 (Reg. No. 33-88386) declared effective
March 13, 1995.
** Incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1998.
(b) Reports on Form 8-K
Not Applicable.
(c) Exhibits
See Item 14(a)(2) above.
-31-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Registrant
NATIONAL INSTRUMENTS CORPORATION
March 22, 2000 BY: /s/ James J. Truchard
Dr. James J. Truchard
Chairman of the Board and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. James J. Truchard and Alexander M.
Davern, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Report on Form 10-K, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and conforming all that each of said attorneys-in-fact, or his
substitute or substitutes, any do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
- --------------------------------------------------------------------------------
Signature Capacity in Which Signed Date
- --------------------------------------------------------------------------------
/s/ James J. Truchard Chairman of the Board and
Dr. James J. Truchard President (Principal Executive March 22, 2000
Officer)
- --------------------------------------------------------------------------------
/s/ Alexander M. Davern Chief Financial Officer
Alexander M. Davern and Treasurer (Principal Financial March 22, 2000
and Accounting Officer)
- --------------------------------------------------------------------------------
/s/ Jeffrey L. Kodosky Director March 22, 2000
Jeffrey L. Kodosky
- --------------------------------------------------------------------------------
/s/ William C. Nowlin, Jr. Director March 22, 2000
William C. Nowlin, Jr.
- --------------------------------------------------------------------------------
/s/ L. Wayne Ashby Director March 22, 2000
L. Wayne Ashby
- --------------------------------------------------------------------------------
/s/ Donald M. Carlton Director March 22, 2000
Dr. Donald M. Carlton
- --------------------------------------------------------------------------------
/s/ Ben G. Streetman Director March 22, 2000
Ben G. Streetman
- --------------------------------------------------------------------------------
/s/ R. Gary Daniels Director March 16, 2000
R. Gary Daniels
- --------------------------------------------------------------------------------
-32-
<PAGE>
NATIONAL INSTRUMENTS CORPORATION
INDEX TO FINANCIAL STATEMENTS
Financial Statements: Page No.
Report of Independent Accountants F-2
Consolidated Balance Sheets as of December 31, 1999 and 1998 F-3
Consolidated Statements of Income for the Three Years Ended
December 31, 1999 F-4
Consolidated Statements of Cash Flows for the Three Years Ended
December 31, 1999 F-5
Consolidated Statements of Stockholders' Equity for the
Three Years Ended December 31, 1999 F-6
Notes to Consolidated Financial Statements F-7
Financial Statement Schedules:
For the Three Years Ended December 31, 1999
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
-F1-
<PAGE>
Report of Independent Accountants
To the Board of Directors and Stockholders of National Instruments Corporation
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of National Instruments Corporation and its subsidiaries at December
31, 1999 and 1998, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. In addiiton, in
our opinion, the financial statement schedule listed in the accompanying index,
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Austin, Texas
January 18, 2000
-F2-
<PAGE>
National Instruments Corporation
Consolidated Balance Sheets
(In thousands, except share data)
Assets
December 31,
-----------------------
1999 1998
---------- ----------
Current assets:
Cash and cash equivalents................... $ 45,309 $ 51,538
Short-term investments...................... 83,525 49,158
Accounts receivable, net.................... 58,279 45,622
Inventories................................. 26,161 16,454
Prepaid expenses and other current assets... 11,216 6,687
Deferred income tax, net.................... 6,539 4,937
---------- ----------
Total current assets..................... 231,029 174,396
Property and equipment, net.................. 69,771 66,131
Intangibles and other assets................. 17,953 9,259
---------- ----------
Total assets............................. $ 318,753 $ 249,786
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt........... $ 876 $ 849
Accounts payable............................ 23,318 17,242
Accrued compensation........................ 11,021 7,895
Accrued expenses and other liabilities...... 10,326 5,011
Income taxes payable........................ 4,739 5,893
Other taxes payable......................... 6,988 3,996
---------- ----------
Total current liabilities................ 57,268 40,886
Long-term debt, net of current portion....... 4,301 4,379
Deferred income taxes, net................... 2,949 337
---------- ----------
Total liabilities........................ 64,518 45,602
---------- ----------
Commitments and contingencies................ -- --
Stockholders' equity:
Common stock: par value $.01; 180,000,000
shares authorized; 50,047,182 and
49,414,110 shares issued and
outstanding, respectively............... 500 495
Additional paid-in capital.............. 58,830 51,496
Retained earnings....................... 198,849 153,601
Accumulated other comprehensive loss.... (3,944) (1,408)
---------- ----------
Total stockholders' equity............... 254,235 204,184
---------- ----------
Total liabilities and stockholders' equity $ 318,753 $ 249,786
========== ==========
The accompanying notes are an integral part of these financial statements.
-F3-
<PAGE>
National Instruments Corporation
Consolidated Statements of Income
(In thousands, except per share data)
For the Years
Ended December 31,
----------------------------------
1999 1998 1997
---------- ---------- ----------
Net sales................................ $ 329,583 $ 274,230 $ 240,879
Cost of sales............................ 76,040 65,187 55,096
---------- ---------- ----------
Gross profit.......................... 253,543 209,043 185,783
---------- ---------- ----------
Operating expense:
Sales and marketing................... 120,886 100,783 87,096
Research and development.............. 45,531 34,757 30,296
General and administrative............ 24,258 20,455 18,508
---------- ---------- ----------
Total operating expenses.............. 190,675 155,995 135,900
---------- ---------- ----------
Operating income...................... 62,868 53,048 49,883
Other income (expense):
Interest income....................... 4,759 3,439 3,455
Interest expense...................... (404) (463) (502)
Net foreign exchange gain/(loss) ..... 130 (224) (2,649)
---------- ---------- ----------
Income before income taxes and cumulative
effect of accounting change........... 67,353 55,800 50,187
Provision for income taxes............... 21,553 18,414 16,562
---------- ---------- ----------
Income before cumulative effect of
accounting change..................... 45,800 37,386 33,625
Cumulative effect of accounting change,
net of tax............................ (552) -- --
---------- ---------- ----------
Net income............................ $ 45,248 $ 37,386 $ 33,625
========== ========== ==========
Basic earnings per share:
Income before cumulative effect of $ 0.92 $ 0.76 $ 0.69
accounting change......................
Cumulative effect of accounting change,
net of tax............................. (0.01) -- --
---------- ---------- ----------
Basic earnings per share............... $ 0.91 $ 0.76 $ 0.69
========== ========== ==========
Diluted earnings per share:
Income before cumulative effect of $ 0.88 $ 0.73 $ 0.67
accounting change......................
Cumulative effect of accounting change,
net of tax............................. (0.01) -- --
---------- ---------- ----------
Diluted earnings per share............. $ 0.87 $ 0.73 $ 0.67
========== ========== ==========
Weighted average shares outstanding:
Basic.................................. 49,776 49,248 48,845
Diluted................................ 52,203 51,150 50,484
The accompanying notes are an integral part of these financial statements.
-F4-
<PAGE>
National Instruments Corporation
Consolidated Statements of Cash Flows
(In thousands)
For the Years
Ended December 31,
----------------------------------
1999 1998 1997
---------- ---------- ----------
Cash flow from operating activities:
Net income............................... $ 45,248 $ 37,386 $ 33,625
Adjustments to reconcile net income to
cash provided by operating activities:
Charges to income not requiring cash
outlays:
Depreciation and amortization........ 13,026 11,638 8,715
Provision for (benefit from) deferred
income taxes........................ 204 1,529 (3,072)
Purchase of in-process research &
development......................... 2,130 -- 1,400
Changes in operating assets and
liabilities:
Increase in accounts receivable...... (9,963) (5,678) (4,059)
Increase in inventory................ (9,002) (605) (4,335)
Increase in prepaid expenses and
other assets........................ (7,761) (952) (6,506)
Increase in accounts payable......... 6,918 1,128 4,741
Increase in accrued expenses and
other liabilities................... 5,936 1,730 1,199
---------- ---------- ----------
Net cash provided by operating activities 46,736 46,176 31,708
---------- ---------- ----------
Cash flow from investing activities:
Payments for acquisitions, net of cash
received............................... (13,072) (1,519) (2,000)
Capital expenditures..................... (9,452) (27,985) (21,998)
Additions to intangibles................. (2,188) (2,667) (2,102)
Purchases of short-term investments...... (268,965) (52,188) (48,408)
Sales of short-term investments.......... 234,808 54,097 46,298
---------- ---------- ----------
Net cash used in investing activities..... (58,869) (30,262) (28,210)
---------- ---------- ----------
Cash flow from financing activities:
Repayments of long-term debt............. (1,435) (824) (4,640)
Net proceeds from issuance of common
stock under employee plans............. 7,339 4,505 2,874
---------- ---------- ----------
Net cash provided by (used in) financing
activities............................... 5,904 3,681 (1,766)
---------- ---------- ----------
Net increase (decrease)in cash and cash
equivalents.............................. (6,229) 19,595 1,732
Cash and cash equivalents at beginning of
period................................... 51,538 31,943 30,211
---------- ---------- ----------
Cash and cash equivalents at end of period $ 45,309 $ 51,538 $ 31,943
========== ========== ==========
Cash paid for interest and income taxes
Interest............................... $ 336 $ 499 $ 451
========== ========== ==========
Income taxes........................... $ 21,283 $ 16,008 $ 21,490
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
-F5-
<PAGE>
National Instruments Corporation
Consolidated Statements of Stockholders' Equity
(In thousands, except share data)
<TABLE>
<CAPTION>
Unrealized Accumulated
Common Common Additional Gain/(Loss) Other Total
Stock Stock Paid-In Retained on Derivative Comprehensive Stockholders'
(Shares) Amount Capital Earnings Instruments Gain/(Loss) Equity
---------- ------- ---------- -------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December
31, 1996........... 48,695,041 $ 488 $ 44,124 $ 82,590 $ -- $ (249) $ 126,953
Net income.......... 33,625 33,625
Foreign currency
translation
adjustment (net of
$844 tax benefit).. (1,713) (1,713)
Unrealized gain on
securities
available for sale
(net of $0 tax
expense)........... 15 15
--------------------------------------------------------------------------------------
Comprehensive
income............ 33,625 -- (1,698) 31,927
Issuance of common
stock under
employee plans..... 289,668 2 2,872 2,874
============================================================================================================
Balance at December
31, 1997........... 48,984,709 $ 490 $ 46,996 $116,215 $ -- $ (1,947) $ 161,754
Net income.......... 37,386 37,386
Foreign currency
translation
adjustment (net of
$288 tax expense).. 584 584
Unrealized loss on
securities
available for sale
(net of $0 tax
benefit)........... (45) (45)
--------------------------------------------------------------------------------------
Comprehensive
income............ 37,386 -- 539 37,925
Issuance of common
stock under
employee plans..... 429,401 5 4,500 4,505
============================================================================================================
Balance at December
31, 1998........... 49,414,110 $ 495 $ 51,496 $153,601 $ -- $ (1,408) $ 204,184
Net income.......... 45,248 45,248
Foreign currency
translation
adjustment (net of
$647 tax benefit).. (1,374) (1,374)
Unrealized loss on
securities
available for sale
(net of $0 tax
benefit)........... (534) (534)
Unrealized loss on
derivative
instruments (net of
$295 tax benefit).. (628) (628)
--------------------------------------------------------------------------------------
Comprehensive
income............ 45,248 (628) (1,908) 42,712
Issuance of common
stock under
employee plans..... 633,072 5 7,334 7,339
============================================================================================================
Balance at December
31, 1999........... 50,047,182 $ 500 $ 58,830 $198,849 $ (628) $ (3,316) $ 254,235
</TABLE>
The accompanying notes are an integral part of these financial statements.
-F6-
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Operations and summary of significant accounting policies
National Instruments Corporation (the "Company") was incorporated on May
14, 1976 under the laws of the State of Texas. On June 10, 1994, the Company was
reincorporated in Delaware. On March 13, 1995, the Company completed an initial
public offering of shares of its common stock.
The Company engages in the design, development, manufacture and marketing
of instrumentation software and specialty interface cards and accessories for
general commercial, industrial and scientific applications. The Company offers
hundreds of products used to create virtual instrumentation systems. The
Company's products may be used in different environments, and consequently,
specific application of the Company's products is determined by the customer and
often is not known to the Company. The Company approaches all markets with
essentially the same products which are used in a variety of applications from
research and development to production testing and industrial control. The
following industries and applications are served worldwide by the Company:
advanced research, automotive, commercial aerospace, computers and electronics,
continuous process manufacturing, education, government/defense, medical
research/pharmaceutical, power/energy, semiconductors, automated test equipment,
telecommunications and others.
Principles of consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
Use of estimates
Judgments and estimates by management are required in the preparation of
financial statements to conform with generally accepted accounting principles.
The estimates and underlying assumptions affect the reported amounts of assets
and liabilities, the disclosure of contingencies at the balance sheet date and
the reported revenues and expenses for the period. Actual results could differ
from those estimates.
Cash and cash equivalents
Cash and cash equivalents include cash and highly liquid investments with
maturities of three months or less at the date of acquisition.
Short-term investments
Short-term investments consist of state and municipal securities with
readily determinable fair market values and original maturities in excess of
three months. The Company's investments are classified as available-for-sale and
accordingly are reported at fair value, with unrealized gains and losses
reported as other comprehensive income. Unrealized losses are charged against
income when a decline in fair value is determined to be other than temporary.
The specific identification method is used to determine the cost of securities
sold.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined
using standard costs, which approximate the first in, first out (FIFO) method.
Cost includes the acquisition cost of purchased components, parts and
subassemblies, in-bound freight costs, labor and overhead. Market, with respect
to raw materials, is replacement cost and, with respect to work-in-process and
finished goods, is net realizable value.
Property and equipment
Property and equipment are recorded at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets,
which range from twenty to forty years for buildings and three to five years for
equipment. Leasehold improvements are depreciated over the shorter of the life
of the lease or the asset.
-F7-
<PAGE>
Intangible assets
The Company has capitalized costs related to the development and
acquisition of certain software products. In accordance with Statement of
Financial Accounting Standards ("SFAS") No. 86 "Accounting for the Costs of
Computer Software to Be Sold, Leased or Otherwise Marketed," capitalization of
costs begins when technological feasibility has been established and ends when
the product is available for general release to customers. Amortization is
computed on an individual product basis for those products available for market
and has been recognized based on the product's estimated economic life,
generally three years. Excess purchase price over the fair value of assets
acquired is amortized using the straight-line method over ten years. Intangible
assets are periodically assessed for impairment of value and any loss is
recognized upon impairment.
Concentrations of credit risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of foreign currency forward
and option contracts, cash and cash equivalents, short-term investments and
trade accounts receivable. In management's opinion, no significant concentration
of credit risk exists for the Company.
The Company's counterparties in its foreign currency forward and option
contracts are major financial institutions. The Company does not anticipate
nonperformance by these counterparties. The Company maintains cash and cash
equivalents with various financial institutions located in many countries
worldwide. Company policy is to limit exposure in foreign countries by
transferring cash to the U.S. The Company's short-term investments are
diversified among and limited to high-quality securities with high credit
ratings. Concentration of credit risk with respect to trade accounts receivable
is limited due to the large number of customers and their dispersion across many
countries and industries. The amount of sales and trade accounts receivable to
any individual customer was not material for the periods presented.
Revenue recognition
Sales revenue is recognized on the date the product is shipped to the
customer. Provision is made for estimated sales returns. Revenue related to the
sale of extended service contracts is deferred and amortized on a straight-line
basis over the service period.
In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") No.
101, Revenue Recognition in Financial Statements, which the Company is required
to apply effective January 1, 2000. SAB No. 101 provides guidance in applying
generally accepted accounting principles to certain revenue recognition issues.
The Company is currently assessing the implications of SAB No. 101 but does not
believe the impact will be material to its financial position. In 1998 the
Company adopted the AICPA Statement of Position 97-2 "Software Revenue
Recognition" which did not have a material impact on the Consolidated Balance
Sheet or Statement of Income.
Accounts receivable are net of allowances for doubtful accounts of $4.1
million and $3.7 million at December 31, 1999 and 1998, respectively.
Warranty expense
The Company offers a one-year limited warranty on most hardware products
and a 90-day warranty on software products, which is included in the sales price
of many of its products. Provision is made for estimated future warranty costs
at the time of sale.
Advertising expense
The Company expenses its costs of advertising as incurred. Advertising
expense for the years ended December 31, 1999, 1998 and 1997 is $34.1 million,
$31.3 million and $27.1 million, respectively.
Foreign currency translation
The functional currency for the Company's international operations is the
applicable local currency. The assets and liabilities of these operations are
translated at the rate of exchange in effect on the balance sheet date; sales
and expenses are translated at average rates. The resultant gains or losses from
translation are included in a separate component of other comprehensive income.
Gains and losses resulting from remeasuring monetary asset and liability
accounts that are denominated in a currency other than a subsidiary's functional
currency are included in determining net income.
-F8-
<PAGE>
Foreign currency hedging instruments
The Company adopted SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," on January 1, 1999. In accordance with the transition
provisions of SFAS 133, the Company recorded a net-of-tax cumulative-effect
adjustment of $552,000 in current earnings to recognize the fair value of its
derivatives designated as cash-flow hedging instruments at the date of adoption.
All of the Company's derivative instruments are recognized on the balance
sheet at their fair value. The Company currently uses foreign currency forward
and purchased option contracts to hedge its exposure to material foreign
currency denominated receivables and planned net foreign currency cash flows.
On the date the derivative contract is entered into, the Company
designates its derivative as either a hedge of the fair value of a recognized
asset or liability ("fair-value" hedge), as a hedge of the variability of cash
flows to be received ("cash-flow" hedge), or as a foreign-currency cash-flow
hedge ("foreign-currency" hedge). Changes in the fair value of a derivative that
is highly effective as - and that is designated and qualifies as - a fair-value
hedge, along with the loss or gain on the hedged asset or liability that is
attributable to the hedged risk (including losses or gains on firm commitments),
are recorded in current-period earnings. Changes in the fair value of a
derivative that is highly effective as - and that is designated and qualifies as
- - a cash-flow hedge are recorded in other comprehensive income, until earnings
are affected by the variability of cash flows. Changes in the fair value of
derivatives that are highly effective as - and that are designated and qualify
as - foreign-currency hedges are recorded in either current-period earnings or
other comprehensive income, depending on whether the hedge transaction is a
fair-value hedge (e.g., a hedge of a firm commitment that is to be settled in a
foreign currency) or a cash-flow hedge (e.g., a foreign-currency-denominated
forecasted transaction). All of the Company's derivative instruments at December
31, 1999 were designated as either foreign-currency fair value hedges or
foreign-currency cash flow hedges.
The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk-management objective and
strategy for undertaking various hedge transactions. This process includes
linking all derivatives that are designated as fair-value, cash-flow or
foreign-currency hedges to specific assets and liabilities on the balance sheet
or to specific firm commitments or forecasted transactions. The Company also
formally assesses, both at the hedge's inception and on an ongoing basis,
whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair values or cash flows of hedged items.
When it is determined that a derivative is not highly effective as a hedge or
that it has ceased to be a highly effective hedge, the Company discontinues
hedge accounting prospectively, as discussed below.
The Company discontinues hedge accounting prospectively when (1) it is
determined that the derivative is no longer effective in offsetting changes in
the fair value or cash flows of a hedged item (including firm commitments or
forecasted transactions); (2) the derivative expires or is sold, terminated or
exercised; (3) the derivative is dedesignated as a hedge instrument, because it
is unlikely that a forecasted transaction will occur; (4) the hedged firm
commitment no longer meets the definition of a firm commitment; or (5)
management determines that designation of the derivative as a hedge instrument
is no longer appropriate.
When hedge accounting is discontinued because it is determined that the
derivative no longer qualifies as an effective fair-value hedge, the derivative
will continue to be carried on the balance sheet at its fair value, and the
hedged asset or liability will no longer be adjusted for changes in fair value.
When hedge accounting is discontinued because the hedged item no longer meets
the definition of a firm commitment, the derivative will continue to be carried
on the balance sheet at its fair value, and any asset or liability that was
recorded pursuant to recognition of the firm commitment will be removed from the
balance sheet and recognized as a gain or loss in current-period earnings. When
hedge accounting is discontinued because it is probable that a forecasted
transaction will not occur, the derivative will continue to be carried on the
balance sheet at its fair value, and gains and losses that were accumulated in
other comprehensive income will be recognized immediately in earnings. In all
other situations in which hedge accounting is discontinued, the derivative will
be carried as its fair value on the balance sheet, with changes in its fair
value recognized in current-period earnings.
-F9-
<PAGE>
Income taxes
The provision for income taxes is based on pretax financial accounting
income. 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.
Earnings per share
On July 22, 1999, the Company declared a stock split effected in the form
of a dividend of one share of common stock for each two shares of common stock
outstanding. The dividend was paid on August 20, 1999 to holders of record as of
the close of business on August 5, 1999. All per share data and numbers of
common shares, where appropriate, have been retroactively adjusted to reflect
the stock split.
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. Common share equivalents include stock options. The number of common
share equivalents outstanding relating to stock options is computed using the
treasury stock method.
The reconciliation of the denominators used to calculate the basic EPS and
diluted EPS for the years ended December 31, 1999, 1998 and 1997, respectively
are as follows (in thousands):
Years Ended December 31,
----------------------------
1999 1998 1997
-------- -------- --------
Weighted average shares
outstanding-basic................ 49,776 49,248 48,845
Plus: Common share equivalents
Stock options.................. 2,427 1,902 1,639
-------- -------- --------
Weighted average shares
outstanding-diluted.............. 52,203 51,150 50,484
======== ======== ========
Stock options to acquire 57,783, 1,144,686 and 21,428 shares for the years
ended December 31, 1999, 1998 and 1997, respectively were not included in the
computations of diluted earnings per share because the effect of including stock
options would have been anti-dilutive.
Stock-based compensation plans
The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." As allowed by SFAS No. 123, the
Company continues to apply the provisions of Accounting Principles Board Opinion
No. 25, "Accounting for Stock issued to Employees" and related interpretations
in accounting for its plans. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the quoted market price of the Company's
stock at the date of the grant over the amount an employee must pay to acquire
the stock.
Comprehensive income
In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 130, "Reporting Comprehensive Income." The standard, which was
effective for financial statements issued for periods ending after December 15,
1997, established standards for reporting, in addition to net income,
comprehensive income and its components including, as applicable, foreign
currency items, minimum pension liability adjustments and unrealized gains and
losses on certain investments in debt and equity securities. The Company adopted
this standard in the first quarter of 1998 and has reclassified prior year
financial statements to reflect the provisions of this statement.
-F10-
<PAGE>
Note 2: Short-term investments
Short-term investments at December 31, 1999 and 1998, consisting of state
and municipal securities, were acquired at an aggregate cost of $81.5 million
and $49.1 million, respectively. The contractual maturities of these securities,
which are classified as available-for-sale and carried at fair value, are as
follows (in thousands):
December 31,
----------------------
1999 1998
---------- ----------
90 days to one year........... $ 26,989 $ 26,639
One year through two years.... 41,681 22,519
Two years through three years. 14,855 --
---------- ----------
$ 83,525 $ 49,158
========== ==========
Note 3: Inventories
Inventories consist of the following (in thousands):
December 31,
----------------------
1999 1998
---------- ----------
Raw materials................. $ 11,115 $ 7,194
Work-in-process............... 2,402 943
Finished goods................ 12,644 8,317
---------- ----------
$ 26,161 $ 16,454
========== ==========
Note 4: Property and equipment
Property and equipment consist of the following (in thousands):
December 31,
----------------------
1999 1998
---------- ----------
Land.......................... $ 4,006 $ 4,006
Buildings..................... 45,013 43,894
Furniture and equipment....... 68,595 56,956
---------- ----------
117,614 104,856
Accumulated depreciation...... (47,843) (38,725)
---------- ----------
$ 69,771 $ 66,131
========== ==========
Depreciation expense for the years ended December 31, 1999, 1998 and 1997,
is $10.5 million, $8.9 million and $7.1 million, respectively.
Note 5: Intangibles and other assets
Intangibles at December 31, 1999 and 1998 include capitalized software
development costs of $4.4 million and $3.9 million, respectively, which are net
of accumulated amortization of $6.0 million and $3.8 million, respectively, and
goodwill of $7.5 million in 1999 (net of accumulated amortization of $180,000).
Total amortization costs were $2.5 million, $2.8 million and $1.6 million for
the years ended December 31, 1999, 1998 and 1997, respectively. Substantially
all of these amounts were amortization of software development costs.
-F11-
<PAGE>
Note 6: Debt
Debt consists of the following (in thousands): December 31,
------------------
1999 1998
-------- --------
Short-term debt: Revolving line, LIBOR (6.4% at
December 31, 1999), $20,000,000 commitment,
matures December 29, 2000........................ $ -- $ --
======== ========
Long-term debt: Manufacturing facility loan, LIBOR
(6.4% at December 31, 1999), $8,480,000
commitment, half the principal is payable,
together with interest, in equal quarterly
installments over a five-year term, beginning
September 1995, remainder due at maturity at
February 28, 2001................................ $ 4,515 $ 5,151
Other............................................. 662 77
-------- --------
Total debt........................................ 5,177 5,228
Less current portion........................... 876 849
-------- --------
Long-term portion................................. $ 4,301 $ 4,379
======== ========
The terms of the Company's debt agreements include various covenants,
which require, among other things, a minimum tangible net worth of $220.2
million. Collateral is in land and buildings of the manufacturing and corporate
headquarter site.
Long-term debt maturing in years 2000 and 2001 is $876,000 and $4.3
million, respectively.
Note 7: Income taxes
The components of income before the provision for income taxes are as
follows (in thousands):
Years Ended December 31,
----------------------------
1999 1998 1997
-------- -------- --------
Domestic.......... $57,189 $46,817 $42,400
Foreign........... 10,164 8,983 7,787
-------- -------- --------
$67,353 $55,800 $50,187
======== ======== ========
The provision for income taxes charged to operations is as follows (in
thousands):
Years Ended December 31,
----------------------------
1999 1998 1997
-------- -------- --------
Current tax expense
U.S. federal... $17,858 $11,945 $15,140
State.......... 1,165 1,109 1,468
Foreign........ 1,732 3,831 3,026
-------- -------- --------
Total current..... 20,755 16,885 19,634
-------- -------- --------
Deferred tax expense
(benefit)
U.S. federal... 1,394 2,352 (2,719)
State.......... 115 329 (227)
Foreign........ (711) (1,152) (126)
-------- -------- --------
Total deferred.... 798 1,529 (3,072)
-------- -------- --------
Total provision... $21,553 $18,414 $16,562
======== ======== ========
-F12-
<PAGE>
Deferred tax liabilities (assets) at December 31, 1999 and 1998 are as follows
(in thousands):
December 31,
----------------------
1999 1998
---------- ----------
Capitalized software.............. $ 1,194 $ 1,068
Unrealized exchange gain.......... -- 192
Depreciation and amortization..... 164 --
Undistributed earnings of foreign
subsidiaries..................... 616 --
---------- ----------
Gross deferred tax liabilities. 1,974 1,260
---------- ----------
Depreciation and amortization..... -- (311)
Operating loss carryforwards...... (1,563) (1,774)
Vacation and other accruals....... (1,711) (1,358)
Inventory valuation and warranty
provisions....................... (1,853) (1,246)
Doubtful accounts and sales
provisions....................... (1,413) (1,311)
Unrealized exchange loss.......... (137) --
Intercompany profit............... (782) (599)
Undistributed earnings of foreign
subsidiaries..................... -- (525)
Other............................. (462) (615)
---------- ----------
Gross deferred tax assets...... (7,921) (7,739)
---------- ----------
Valuation allowance............... 292 303
---------- ----------
Net deferred tax asset............ $ (5,655) $ (6,176)
========== ==========
A reconciliation of income taxes at the U.S. federal statutory income tax
rate to the effective tax rate follows:
Years Ended December 31,
------------------------
1999 1998 1997
------ ------ ------
U.S. federal statutory tax rate............... 35 % 35 % 35 %
Foreign sales corporation benefit............. (2) (2) (1)
Foreign taxes less than federal statutory rate (1) -- --
Foreign tax credits utilized.................. -- -- (1)
Tax exempt interest........................... (2) (2) (2)
State income taxes, net of federal tax benefit 2 2 2
------ ------ ------
Effective tax rate................... 32 % 33 % 33 %
====== ====== ======
As of December 31, 1999, seven of the Company's subsidiaries have
available, for income tax purposes, foreign net operating loss carryforwards of
approximately $4.2 million, of which $3.1 million expire during the years 2002 -
2008 and $1.1 million of which may be carried forward indefinitely.
A deferred income tax expense of $251,000 was provided in 1999 for the
estimated U.S. federal taxes that will be paid upon the anticipated future
repatriation of approximately $2.4 million of foreign undistributed earnings in
the form of dividends. The Company has not provided for U.S. federal income and
foreign withholding taxes on approximately $1.9 million of non-U.S.
subsidiaries' undistributed earnings as of December 31, 1999, because such
earnings are intended to be reinvested indefinitely. These earnings would become
subject to U.S. tax and foreign withholding tax, if they are actually or deemed
to be remitted to the parent company as dividends or if the Company should sell
its stock in these subsidiaries. If these earnings were distributed, foreign tax
credits should become available under current law to reduce or eliminate the
resulting U.S. income tax and foreign withholding tax liabilities.
Note 8: Acquisitions
On August 31, 1999, the Company acquired all of the issued and outstanding
shares of common stock of GfS Systemtechnik GmbH and related companies. The
acquisition was accounted for as a purchase. The Company recorded a $2.1 million
pre-tax charge against earnings during the third quarter of 1999 for the
write-off of in-process GfS research and development technology that had not
reached the working model stage. The Company also recorded $1.1 million of
capitalized software development costs and $7.7 million of goodwill related to
the acquisition, which are included in intangibles and other assets and are
being amortized on a straight line basis over 5 years and 10 years,
respectively.
-F13-
<PAGE>
GfS has developed software products that are focused on the measurement
and automation needs of the automotive industry. Its flagship software product
is DIAdem, an easy to use rapid development environment for data acquisition,
monitoring, visualization, open and closed loop control, analysis, automation
and documentation. The Company allocated approximately $12.4 million of the
purchase price to net assets, developed technology, workforce and goodwill. The
Company allocated approximately $2.1 million to acquired in-process research and
development (IPR&D). Seventy-eight percent of the acquired IPR&D pertain to the
development of ASAM interface functionality demanded from all automotive
companies as well as developing a 32-bit enhanced version of DIAdem. Specific
enhancements include a new interface for DIAdem DATA, improvements to the NI-DAQ
packet processing driver and improvements in the ASAM navigator. As of the
acquisition date, the expected costs to complete the IPR&D were approximately
$650,000 in 1999 and $200,000 in 2000.
On August 17, 1998, the Company acquired all of the issued and outstanding
shares of common stock of DATALOG GmbH/DASYtec GmbH (Datalog) and related
subsidiaries for an aggregate purchase price of approximately $2.2 million. The
acquisition was accounted for as a purchase. The Company amortized $750,000 of
the purchased software during the third quarter of 1998. This amortization
period was utilized due to the nature of this technology and timing of the
revenue streams associated with it.
In 1997, the Company acquired the products, technology and net assets of
nuLogic, Inc. for a purchase price of approximately $2.0 million in cash. The
acquisition was accounted for as a purchase. The Company recorded a $1.4 million
pre-tax charge against earnings during the third quarter of 1997 for the
write-off of in-process nuLogic research and development technology that had not
reached the working model stage.
The consolidated financial statements include the operating results of
each business from the date of acquisition. Proforma results of operation have
not been presented because the effects of those operations were not material.
Note 9: Stockholders' equity
Common stock
On October 15, 1997, the Company declared a stock split effected in the
form of a dividend of one share of common stock for each two shares outstanding.
The dividend was paid on November 12, 1997 to holders of record as of the close
of business on October 28, 1997.
On July 22, 1999, the Company declared a stock split effected in the form
of a dividend of one share of common stock for each two shares of common stock
outstanding. The dividend was paid on August 20, 1999 to holders of record as of
the close of business on August 5, 1999.
All share information included in the accompanying consolidated financial
statements and notes has been retroactively adjusted to reflect the exchange and
stock splits.
Stock-based compensation plans
At December 31, 1999, the Company has two active stock-based compensation
plans and one inactive plan. The two active stock-based compensation plans are
the 1994 Incentive Stock Option Plan and the Employee Stock Purchase Plan. No
compensation cost has been recognized in the Company's financial statements for
the fixed stock option plan and the stock purchase plan. If compensation cost
for the Company's two active stock-based compensation plans were determined
based on the fair value at the grant date for awards under those plans
consistent with the method established by SFAS No. 123, the Company's net income
and earnings per share would have been reduced to the pro forma amounts
indicated below (in thousands, except per share data).
Years Ended December 31,
-----------------------------
1999 1998 1997
-------- -------- --------
Net income As reported $45,248 $37,386 $33,625
Pro-forma 38,742 31,281 29,829
Basic earnings per share As reported $ 0.91 $ 0.76 $ 0.69
Pro-forma 0.78 0.63 0.61
Diluted earnings per share As reported $ 0.87 $ 0.73 $ 0.67
Pro-forma 0.74 0.61 0.59
-F14-
<PAGE>
Stock option plans
The stockholders of the Company approved the 1994 Incentive Stock Option
Plan on May 9, 1994. At the time of approval, 6,075,000 shares of the Company's
common stock were reserved for issuance under this plan. In 1997, an additional
4,725,000 shares of the Company's common stock were reserved for issuance under
this plan. The 1994 Plan, administered by the Compensation Committee of the
Board of Directors, provides for granting of incentive awards in the form of
stock options to directors, executive officers and employees of the Company and
its subsidiaries. Awards under the plan must be granted within ten years of the
effective date of the 1994 Plan. Options granted may be either incentive stock
options within the meaning of Section 422 of the Internal Revenue Code or
nonqualified options. The right to purchase shares vests over a five to ten year
period, beginning on the date of grant. Stock options must be exercised within
ten years from date of grant. Stock options are issued at market price at the
grant date. Shares available for grant at December 31, 1999 were 4,567,423.
Transactions under all plans are summarized as follows:
Number of Weighted
shares under average exercise
option price
------------ ----------------
Outstanding at December 31, 1996. 3,011,147 $ 7.59
Exercised..................... (94,131) 7.68
Canceled...................... (227,847) 10.31
Granted....................... 1,868,103 14.73
------------ ----------------
Outstanding at December 31, 1997. 4,557,272 10.38
Exercised..................... (244,691) 5.11
Canceled...................... (202,313) 14.57
Granted....................... 1,481,866 22.53
------------ ----------------
Outstanding at December 31, 1998. 5,592,134 13.69
Exercised..................... (498,514) 9.94
Canceled...................... (522,905) 16.22
Granted....................... 946,247 20.41
------------ ----------------
Outstanding at December 31, 1999. 5,516,962 $ 14.95
============ ================
Options exercisable at December 31:
1997.......................... 1,202,955 $ 8.05
1998.......................... 1,855,802 10.29
1999.......................... 2,398,305 11.99
Weighted
Weighted average, grant date fair value average fair
of options granted during: value
----------------
1997.......................... 1,868,103 $ 6.77
1998.......................... 1,481,866 10.33
1999.......................... 946,247 8.57
December 31, 1999
- --------------------------------------------------------------------------------
Options Outstanding Options Exercisable
- -------------------------------------------------- ----------------------------
Weighted
Weighted Average
Number average remaining Number of Weighted
Exercise of options exercise contractual options average
price outstanding price life (yrs) exercisable exercise price
- -------------- ----------- -------- ----------- ----------- --------------
$ 6.44 - 8.78 865,844 $ 6.55 5 675,159 $ 6.54
8.89 - 14.06 1,159,714 9.19 6 714,709 9.17
14.44 - 14.44 1,245,958 14.44 7 542,539 14.44
14.83 - 18.00 158,788 16.53 8 53,398 16.26
18.33 - 33.00 2,086,658 21.83 9 412,500 22.01
6.44 - 33.00 5,516,962 14.95 7 2,398,305 11.99
-F15-
<PAGE>
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted-average
assumptions:
1999 1998 1997
---------- ---------- ----------
Dividend expense yield.. 0% 0% 0%
Expected life........... 5 years 5 years 7.2 years
Expected volatility..... 35.5% 33.3% 30.6%
Risk-free interest rate. 4.8% 5.6% 6.3%
Employee stock purchase plan
The Company's stock purchase plan became effective March 13, 1995 upon the
first date of registration of the Company's Common Stock. The plan permits
substantially all domestic employees and employees of designated subsidiaries to
acquire the Company's Common Stock at a purchase price of 85% of the lower of
the market price at the beginning or the end of the participation period. The
semi-annual periods begin on October 1 and April 1 of each year. Employees may
designate up to 15% of their compensation for the purchase of Common Stock.
Common Stock reserved for future employee purchases aggregated 2,607,523 shares
at December 31, 1999. Shares issued under this plan were 208,649 in 1999. The
fair value of the employees' purchase rights was estimated using the
Black-Scholes model with the following assumptions:
1999 1998 1997
---------- ---------- ----------
Dividend expense yield.. 0% 0% 0%
Expected life........... 6 months 6 months 6 months
Expected volatility..... 38% 40% 50%
Risk-free interest rate. 4.2% 5.3% 5.2%
Weighted average, grant date fair value
of purchase rights granted under the Number of Weighted average
Employee Stock Purchase Plan: shares fair value
------------ ----------------
1997..................... 176,060 $ 5.12
1998..................... 195,179 5.16
1999..................... 160,830 6.79
Stockholders' rights plan
The Board of Directors and stockholders approved and adopted the Rights
Agreement prior to the Company's initial public offering (the "offering"). On
March 13, 1995, the effective date of the offering, the Board of Directors
declared a dividend distribution of one common share purchase right for each
outstanding share of Common Stock. The rights become exercisable under certain
conditions involving acquisition of the Company's Common Stock. Under certain
other conditions where the Company is consolidated or merged, each holder of a
right shall have the right to receive, upon exercise of the right, shares of
Common Stock of the Company, or acquiring company, having a value of twice the
exercise price of the right. The rights expire on March 13, 2005, and may be
redeemed in whole by the Company for $.01 per right. The rights are excluded
from earnings per share computations because they qualify as contingent shares
and therefore are excluded as long as the conditions that require issuance of
the shares are not imminent.
Note 10: Employee retirement plan
The Company has a defined contribution retirement plan pursuant to Section
401(k) of the Internal Revenue Code. Substantially all domestic employees with
at least one year of continuous service are eligible to participate and may
contribute up to 15% of their compensation. The Board of Directors has elected
to make matching contributions equal to 50% of employee contributions, which may
be applied, to a maximum of 6% of each participant's compensation. Company
contributions vest immediately. Company contributions charged to expense were
$1,087,000, $933,000 and $799,000 in 1999, 1998 and 1997, respectively.
-F16-
<PAGE>
Note 11: Financial instruments
Fair value of financial instruments
The estimated fair value amounts disclosed below have been determined by
the Company using available market information and valuation methodologies
described below. However, considerable judgment is required in interpreting
market data to develop these estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts that the Company
could realize in a current market exchange. The use of different market
assumptions could have a significant effect on the estimates. For certain
financial instruments of the Company, including cash and cash equivalents,
accounts receivable, accounts payable, accrued liabilities and the current
portion of long-term debt, the carrying amount approximates fair value due to
the short-term maturity of these instruments. The estimated fair values of the
other assets (liabilities) of the Company's remaining financial instruments at
December 31, 1999 and 1998 are as follows (in thousands):
December 31,
------------------------------------------
1999 1998
-------------------- --------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------------------- --------------------
Short-term investments..... $ 83,525 $ 83,525 $ 49,158 $ 49,158
Other assets/liabilities:
Forward contracts....... (41) (41) (1,151) (1,151)
Purchased options....... -- -- 1,194 467
Long-term debt............. (4,301) (3,884) (4,379) (3,899)
The fair values of short-term investments and foreign currency forward
contracts were estimated based upon quotes from brokers as of the applicable
balance sheet date. The fair value of long-term debt was estimated by
discounting the future cash flows using rates currently available for debt of
similar terms and maturity.
Note 12: Derivative instruments and hedging activities
The Company has operations in over 34 countries. Forty-seven percent of
the Company's revenues are generated from international customers. The Company's
activities expose it to a variety of market risks, including the effects of
changes in foreign-currency exchange rates and interest rates. These financial
risks are monitored and managed by the Company as an integral part of its
overall risk management program.
The Company maintains a foreign-currency risk management strategy that
uses derivative instruments (foreign currency forward and purchased options
contracts) to protect its interests from unanticipated fluctuations in earnings
and cash flows caused by the volatility in currency exchange rates. Movements in
foreign-currency exchange rates pose a risk to the Company's operations and
competitive position, since exchange rate changes may affect the profitability,
cash flow, and business and/or pricing strategies of non-U.S. based competitors.
Foreign currency fair value and cash flow hedges
The Company's foreign sales are denominated in the customers' local
currency. The Company purchases foreign currency forward and purchased options
contracts as hedges of anticipated sales that are denominated in foreign
currencies and as hedges of foreign currency denominated receivables. These
contracts are entered into to 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.
At December 31, 1999, the Company held forward contracts with a notional
amount of $39.3 million that were designated as foreign currency fair value
hedges of the Company's foreign denominated receivables. These contracts, which
are for 90 day periods, had a carrying amount of $881,000 and a net realized
gain of $881,000 recorded in the "Net Foreign Exchange Gain/(Loss)" line item in
the Consolidated Statement of Income. The Company hedges up to 90% of its
outstanding foreign denominated receivables.
At December 31, 1999, the Company held forward contracts with a notional
amount of $125.4 million that were designated as foreign currency cash flow
hedges related to the Company's anticipated sales transactions. These contracts,
which are for terms up to twenty-four months, had a pre-tax carrying amount of
$(923,000) and a net unrealized deferred loss of $923,000 recorded in
"Accumulated Other Comprehensive Income" line item in the Consolidated Balance
Sheet. Based on the Company's estimates of future foreign exchange rates, it
hedges between 65% and 80% of anticipated net cash inflows for the following 3
to 24 months.
-F17-
<PAGE>
As of December 31, 1999, $1,570,000 of deferred gains on derivative
instruments recorded in Accumulated Other Comprehensive Income are expected to
be reclassified to earnings during the next twelve months. The actual foreign
sales expected to occur over the next twelve months will necessitate the
reclassifying to earnings of these derivative gains.
For the year ended December 31, 1999, the Company recognized a net loss of
$253,000 (reported in the "Net Foreign Exchange Gain/(Loss)" line item in the
Consolidated Statement of Income), which represented the total ineffectiveness
of all cash-flow hedges.
Note 13: Segment information
In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS 131 supersedes SFAS No. 14
"Financial Reporting for Segments of a Business Enterprise", replacing the
"industry segment" approach with the "management" approach. The management
approach designates the internal organization that is used by management for
making operating decisions and assessing performance as the source of the
Company's reportable segments. It also requires disclosures about products and
services, geographic areas and major customers.
While the Company sells its products to many different markets, its
management has chosen to organize the Company by geographic areas, and as a
result has determined that it has one reportable segment. Substantially all of
the interest income, interest expense, depreciation and amortization is recorded
in North America. Net sales, operating income and identifiable assets,
classified by the major geographic areas in which the Company operates, are as
follows (in thousands):
Years Ended December 31,
----------------------------------
1999 1998 1997
---------- ---------- ----------
Net sales:
North America:
Unaffiliated customer sales... $ 175,873 $ 153,435 $ 141,180
Geographic transfers.......... 41,739 32,451 29,128
---------- ---------- ----------
217,612 185,886 170,308
---------- ---------- ----------
Europe:
Unaffiliated customer sales... 108,801 86,961 66,318
---------- ---------- ----------
Asia Pacific:
Unaffiliated customer sales... 44,909 33,834 33,381
---------- ---------- ----------
Eliminations.................... (41,739) (32,451) (29,128)
---------- ---------- ----------
$ 329,583 $ 274,230 $ 240,879
========== ========== ==========
Years Ended
December 31,
----------------------
1999 1998
---------- ----------
Operating income:
North America................... $ 48,679 $ 44,669
Europe.......................... 39,603 29,964
Asia Pacific.................... 20,117 13,172
Unallocated:
Research and development
expenses........................ (45,531) (34,757)
---------- ----------
$ 62,868 $ 53,048
========== ==========
The Company's segment operating income disclosure for 1999 and 1998 has
been conformed to the presentation required by SFAS No. 131. Management believes
that the cost to develop comparative segment operating income information for
1997 would be excessive and accordingly, will not be presented.
December 31,
----------------------
1999 1998
---------- ----------
Identifiable assets:
North America................... $ 261,709 $ 204,215
Europe.......................... 34,457 29,978
Asia Pacific.................... 22,587 15,593
---------- ----------
$ 318,753 $ 249,786
========== ==========
-F18-
<PAGE>
Note 14: Commitments and contingencies
The Company has commitments under noncancelable operating leases primarily
for office facilities and equipment. Future minimum lease payments as of
December 31, 1999, for each of the next five years are as follows (in
thousands):
2000........................ $ 950
2001........................ 831
2002........................ 789
2003........................ 477
2004........................ 432
Thereafter.................. --
---------
$ 3,479
=========
Rent expense under operating leases was approximately $3.6 million, $2.6
million and $5.0 million for the years ended December 31, 1999, 1998 and 1997,
respectively.
Note 15: Quarterly results (unaudited)
The following quarterly results have been derived from unaudited
consolidated financial statements that, in the opinion of management, reflect
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of such quarterly information. The operating results for any
quarter are not necessarily indicative of the results to be expected for any
future period. The unaudited quarterly financial data for each of the eight
quarters in the two years ended December 31, 1999 are as follows (in thousands,
except per share data):
Three Months Ended
----------------------------------------------
March June Sept. Dec.
31, 30, 30, 31,
1999 1999 1999 1999
---------- ---------- ---------- ----------
Net sales....................... $ 73,686 $ 79,777 $ 82,724 $ 93,396
Gross profit.................... 56,746 61,658 63,176 71,963
Operating income................ 15,166 15,883 12,841 18,978
Income before cumulative effect
of accounting change.......... 10,560 11,257 9,946 14,037
Net income...................... 10,008 11,257 9,946 14,037
Basic earnings per share:
Income before cumulative
effect of accounting change. $ 0.21 $ 0.23 $ 0.20 $ 0.28
Cumulative effect of
accounting change, net of
tax......................... (0.01) -- -- --
---------- ---------- ---------- ----------
Basic earnings per share...... $ 0.20 $ 0.23 $ 0.20 $ 0.28
========== ========== ========== ==========
Diluted earnings per share:
Income before cumulative
effect of accounting change. $ 0.20 $ 0.22 $ 0.19 $ 0.27
Cumulative effect of
accounting change, net of
tax......................... (0.01) -- -- --
---------- ---------- ---------- ----------
Diluted earnings per share.... $ 0.19 $ 0.22 $ 0.19 $ 0.27
========== ========== ========== ==========
Weighted average shares
outstanding:
Basic......................... 49,484 49,725 49,855 50,029
Diluted....................... 51,339 51,866 52,570 52,802
Three Months Ended
----------------------------------------------
March June Sept. Dec.
31, 30, 30, 31,
1998 1998 1998 1998
---------- ---------- ---------- ----------
Net sales....................... $ 65,353 $ 67,770 $ 67,874 $ 73,233
Gross profit.................... 49,784 51,681 51,588 55,990
Operating income................ 12,784 13,033 11,994 15,237
Net income...................... 8,831 9,198 8,527 10,830
Basic earnings per share........ $ 0.18 $ 0.19 $ 0.17 $ 0.22
Weighted average shares
outstanding-basic............. 49,002 49,200 49,275 49,401
Diluted earnings per share...... $ 0.17 $ 0.18 $ 0.17 $ 0.21
Weighted average shares
outstanding-diluted.......... 51,150 51,300 50,925 51,150
-F19-
<PAGE>
SCHEDULE II
NATIONAL INSTRUMENTS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS(1)
(In thousands)
Allowance for doubtful accounts
Balance Provision Balance
at for Write-Offs at
Beginning Bad Debt Charged to End of
Year Description of Period Expense Allowances Period
- ---- ---------------------- --------- ---------- ---------- ---------
1997 Allowance for doubtful
accounts $ 2,420 $ 1,914 $ 334 $ 4,000
1998 Allowance for doubtful
accounts 4,000 183 513 3,670
1999 Allowance for doubtful
accounts 3,670 1,455 982 4,143
Valuation allowances for excess and obsolete inventory
Balance Provision Balance
at for Write-Offs at
Beginning Bad Debt Charged to End of
Year Description of Period Expense Allowances Period
- ---- ---------------------- --------- ---------- ---------- ---------
1997 Valuation allowances
for excess and
obsolete inventory $ 1,846 $ 1,829 $ 515 $ 3,160
1998 Valuation allowances
for excess and
obsolete inventory 3,160 -- 1,356 1,804
1999 Valuation allowances
for excess and
obsolete inventory 1,804 1,244 694 2,354
(1) Deferred tax assets valuation is omitted as required information. This
information is shown in Note 7 to the consolidated financial statements.
EXHIBIT 10.5
FIRST AMENDMENT TO LOAN AGREEMENT
AND PROMISSORY NOTE
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND PROMISSORY NOTE (the
"Amendment"), dated as of December 31, 1999, is entered into by and between
NATIONAL INSTRUMENTS CORPORATION, a Delaware corporation (the "Borrower") and
BANK OF AMERICA, N.A., successor by merger to NationsBank, N.A. (the "Bank").
RECITALS
A. The Borrower and the Bank are parties to a Loan Agreement dated as of
June 30, 1998 (the "Loan Agreement") pursuant to which the Bank has extended
certain credit facilities to the Borrower. In connection with the Loan
Agreement, the Borrower has given the Bank a Promissory Note dated June 30, 1998
(the "Note") in the principal amount of $20,000,000.
B. The Borrower has requested that the Bank agree to an extension of the
maturity date under the Loan Agreement and the Note (the "Credit Documents").
C. The Bank is willing to so extend the maturity date of the Credit
Documents, subject to the terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings, if any, assigned to them in the Loan Agreement.
2. Amendments to Loan Agreement.
(a) Section 1.D. of the Loan Agreement shall be amended and restated
in its entirety to read as follows:
"Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in Austin, Texas or San Francisco,
California are authorized or required by law to close, and, if the
applicable Business Day relates to:
(a) an obligation denominated in Dollars, any such day on which
dealings are carried on in the London interbank market;
(b) an obligation denominated in the euro, any such day which is:
(i) for payments or purchases of the euro, a TARGET Business
Day; and
(ii) for all other purposes, including without limitation
the giving and receiving of notices hereunder, a TARGET Business
Day on which banks are generally open for business in London,
Frankfurt and in any other principal financial center as Bank may
from time to time determine for this purpose; and
(c) an obligation denominated in any other foreign currency, any
such day on which commercial banks are open for foreign exchange
business in London, England, and on which dealings in the relevant
foreign currency are carried on in the applicable offshore foreign
exchange interbank market in which disbursement of or payment in such
foreign currency will be made or received hereunder.
A "TARGET Business Day" is a day when TARGET (Trans-European Automated
Real-time Gross settlement Express Transfer system), or any successor
thereto, is scheduled to be open for business.
(b) The following defined term shall be added as Section 1.G.1. of the
Loan Agreement after Section 1.G. thereof:
"Dollar Equivalent" shall mean, with respect to any amount denominated
in a foreign currency, the amount of Dollars that can be purchased
with such foreign currency at the spot rate for delivery on the
relevant calculation date, where the spot rate is the rate quoted by
Bank as the spot rate for the purchase by Bank of Dollars with such
currency through its FX Trading Office at approximately 8:00 a.m.
(California time) on the date which is two Business Days prior to the
calculation date.
(c) Section 1.S. of the Loan Agreement shall be amended by inserting
the date "December 29, 2000" instead of the date "December 31, 1999."
<PAGE>
(d) Section 1.W. of the Loan Agreement shall be amended and restated
in its entirety to read as follows:
"Tangible Net Worth" means the gross book value of the assets of
Borrower (exclusive of goodwill, patents, trademarks, trade names,
organization expense, treasury stock, unamortized debt discount and
expense, deferred charges, and other like intangibles and monies due
from affiliates, officers, directors, or shareholders of Borrower)
less (a) reserves applicable thereto, and (b) all liabilities
(including accrued and deferred income taxes), all determined in
accordance with GAAP.
(e) Section 2.A.ii. of the Loan Agreement shall be amended by (i)
inserting the date "November 30, 2000" instead of the date "November 30,
1999" in the first sentence, and (ii) deleting the phrase "more than ninety
days" in the proviso in the second sentence.
(f) Section 3.F. of the Loan Agreement shall be amended by deleting
the following currencies from the second sentence thereof: French Francs,
Deutsche Marks, Italian Liras, Dutch Guilders, Spanish Pesetas, Belgium
Francs, Finnish Marks, and Irish Punts.
(g) Section 5.A.i. of the Loan Agreement shall be amended and restated
in its entirety to read as follows:
Maintain, as of the end of each calendar quarter, Tangible Net Worth
of not less than 90% of the greater of (a) Tangible Net Worth as of
December 31, 1999 and (b) Tangible Net Worth as of September 30, 1999.
(h) Section 5.B.i. of the Loan Agreement shall be amended and restated
in its entirety to read as follows:
Furnish to Bank annual consolidated financial statements of Borrower
for each fiscal year of Borrower, certified by Borrower as true and
correct, within 90 days of the end of such fiscal year.
(i) Section 5.B.ii. of the Loan Agreement shall be amended and
restated in its entirety to read as follows:
Furnish to Bank quarterly consolidated financial statements (including
a balance sheet and profit and loss statement) of Borrower for the
first three fiscal quarters of each fiscal year of Borrower, certified
by Borrower as true and correct, within 45 days of the end of each
such fiscal quarter.
(j) Section 5.B.iii. of the Loan Agreement shall be amended by
deleting the word "SEC" where it first appears therein and replacing it
with "Securities and Exchange Commission (the "SEC")".
(k) Section 5.B.iv. of the Loan Agreement shall be amended and
restated in its entirety to read as follows:
Concurrently with the delivery of the financial statements referred to
in Section 5.B.i. and Section 5.B.ii. above, a compliance certificate
for (and executed by an authorized representative of) Borrower
containing (a) a certification that Borrower is not in default under
the terms of this Agreement, and (b) computations and conclusions, in
such detail as Bank may request, with respect to compliance with this
Agreement, and the other Loan Documents, including computations of all
quantitative covenants.
(l) Section 6.B. of the Loan Agreement shall be amended and restated
in its entirety to read as follows:
Liens. Create, assume, or suffer to exist any security interest, deed
of trust, mortgage, lien (including the lien of an attachment,
judgment, or execution), or encumbrance, securing a charge or
obligation, on or of any of its property, real or personal, whether
now owned or hereafter acquired (including, without limitation, its
65.250 acre tract of land, more or less, out the James Rogers
Headright Survey No. 19, in Travis County, Texas, including
improvements thereon) except: (i) security interests and deeds of
trust in favor of Bank; (ii) liens, security interests, and
encumbrances in existence as of the date of the First Amendment to
this Agreement dated as of December 31, 1999 and specifically
disclosed in writing to Bank prior to such date; (iii) liens for
current taxes, assessments, or other governmental charges which are
not delinquent or remain payable without any penalty; (iv) liens in
connection with workers' compensation, unemployment insurance, or
other social security obligations; (v) mechanics', worker's,
materialmen's, landlords', carriers', or other like liens arising in
the ordinary and normal course of business with respect to obligations
which are not due; and (vi) purchase money security interests in
property hereafter acquired when the security interest does not extend
beyond the property purchased.
<PAGE>
(m) Section 7.D. of the Loan Agreement shall be amended by deleting
the phrase ", as of the end of two (2) consecutive quarter-annual
accounting periods".
(n) Section 7.F. of the Loan Agreement shall be amended and restated
in its entirety to read as follows:
Borrower (i) fails to pay Borrower's debts generally as they come due,
after giving effect to any applicable notice and cure periods in the
relevant documents for such debts, (ii) makes an assignment for the
benefit of creditors, becomes insolvent, or petitions or applies to
any tribunal for the appointment of a trustee, custodian, receiver (or
similar official) of, or for, Borrower, or of all or any substantial
part of the assets of Borrower, or (iii) files any petition,
proceeding, case, or action for relief under any bankruptcy,
reorganization, insolvency, or moratorium law, or any other law or
laws for the relief of, or relating to, debtors.
(o) Section 7.G. of the Loan Agreement shall be amended and restated
in its entirety to read as follows:
An involuntary petition is filed under any bankruptcy or similar
statute against Borrower, or a receiver, trustee, liquidator,
assignee, custodian, sequestrator, or other similar official is
appointed without the petition or application of Borrower to take
possession of the properties of Borrower; provided, however, that such
Event of Default shall be deemed cured if such petition or appointment
is set aside or withdrawn or ceases to be in effect within 60 days
from the date of said filing or appointment.
(p) Section 8.A. of the Loan Agreement shall be amended by:
(i) deleting "7.F." where it appears in clause ii. thereof;
(ii)adding the following as clause iii. after clause ii. thereof:
If the Event of Default is Borrower's breach of clause (iii) of
subsection 7.F. above or of subsection 7.G. above (in the case of
subsection 7.G., after expiration of the 60-day cure period provided
in such subsection), then, without any notice to Borrower or any other
party now or hereafter obligated to pay the Indebtedness or any part
thereof or any other action, the maturity of the Indebtedness shall be
automatically accelerated and the Note and all other Indebtedness
shall be immediately due and payable in full.; and
(iii) amending and restating clause iv. thereof to read in its
entirety as follows:
As to any other Event of Default (that is, a breach of subsection
7.D., 7.E, 7.F.i., 7.F.ii. or 7.H.), then Bank may, without notice to
Borrower or any other party now or hereafter obligated to pay the
Indebtedness or any part thereof, accelerate the maturity of the
Indebtedness and declare the Note and all other Indebtedness
immediately due and payable in full.
3. Amendments to Promissory Note. The Note shall be amended by (i) deleting
the date "December 31, 1999" wherever it appears therein and replacing it with
"December 29, 2000," and (ii) deleting the date "September 30, 1999" where it
appears therein and replacing it with "September 30, 2000."
4. Representations and Warranties. The Borrower hereby represents and
warrants to the Bank as follows:
(a) No Event of Default or event or circumstance which, with notice or
the passage of time, would be an Event of Default, has occurred and is
continuing.
(b) The execution, delivery and performance by the Borrower of this
Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any public authority or other third
party in order to be effective and enforceable. The Credit Documents as
amended by this Amendment constitute the legal, valid and binding
obligations of the Borrower, enforceable against it in accordance with
their respective terms, without defense, counterclaim or offset.
(c) All representations and warranties of the Borrower contained in
the Loan Agreement are true and correct on and as of the date hereof.
<PAGE>
(d) The Borrower is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Bank
or any other party.
5. Effective Date; Post-Closing Delivery.
(a) This Amendment will become effective as of the date first above
written, provided that the Bank has received from the Borrower a duly
executed original (or, if elected by the Bank, an executed facsimile copy)
of this Amendment.
(b) On or before January 31, 2000, the Borrower shall deliver to the
Bank a copy of a resolution passed by the board of directors of such
corporation, certified by the Secretary or an Assistant Secretary of such
corporation as being in full force and effect on the date hereof,
authorizing the execution, delivery and performance of this Amendment,
along with a certified incumbency certificate.
6. Reservation of Rights. The Borrower acknowledges and agrees that the
execution and delivery by the Bank of this Amendment shall not be deemed to
create a course of dealing or otherwise obligate the Bank to enter into
amendments under the same, similar or any other circumstances in the future.
7. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Documents are and shall remain in full force and
effect and all references therein and in the other Loan Documents to each
such Credit Document shall henceforth refer to such Credit Document as
amended by this Amendment. This Amendment shall be deemed incorporated
into, and a part of, the respective Credit Documents. This Amendment is a
Loan Document.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and to the Credit Documents and their respective
successors and assigns. No third party beneficiaries are intended in
connection with this Amendment.
(c) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF TEXAS AND SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.
(d) This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. Each of the parties
hereto understands and agrees that this document (and any other document
required herein) may be delivered by any party thereto either in the form
of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original,
and that receipt by the Bank of a facsimile transmitted document
purportedly bearing the signature of the Borrower shall bind the Borrower
with the same force and effect as the delivery of a hard copy original. Any
failure by the Bank to receive the hard copy executed original of such
document shall not diminish the binding effect of receipt of the facsimile
transmitted executed original of such document which hard copy page was not
received by the Bank, and the Bank is hereby authorized to make sufficient
photocopies thereof to assemble complete counterparty documents.
(e) This Amendment, together with the Credit Documents, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended except in a writing signed by the Borrower and the Bank.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or
the Credit Documents, respectively.
(g) The Borrower covenants to pay to or reimburse the Bank, upon
demand, for all reasonable costs and expenses, including reasonable
attorneys' fees and allocated costs of in-house counsel, incurred in
connection with the development, preparation, negotiation, execution and
delivery of this Amendment, not to exceed $2,500.
(h) NOTICE OF FINAL AGREEMENT. THE WRITTEN LOAN AGREEMENT, THE WRITTEN
NOTE, AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRACTIED BY EVIDENCE
OF PRIOR, CONTEMPORANEIOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Signature page follows]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized representatives as of the
date first above written.
NATIONAL INSTRUMENTS CORPORATION
By: /s/ James J. Truchard
Name: James J. Truchard
[corporate seal] Title: President
Attest: /s/ David G. Hugley
David G. Hugley, Secretary
BANK OF AMERICA, N.A.
By: /s/ Brian K. Chin
Name: Brian K. Chin
Title: Vice President
EXHIBIT 11.1
NATIONAL INSTRUMENTS CORPORATION AND SUBSIDIARIES
STATEMENTS RE: COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share data)
Years Ended December 31,
1999 1998 1997
-------- -------- --------
Net income $45,248 $37,386 $33,625
======== ======== ========
Basic earnings per share $ 0.91 $ 0.76 $ 0.69
======== ======== ========
Weighted average shares outstanding-basic 49,776 49,248 48,845
======== ======== ========
Diluted earnings per share $ 0.87 $ 0.73 $ 0.67
======== ======== ========
Weighted average shares outstanding-diluted 52,203 51,150 50,484
======== ======== ========
Calculation of weighted average shares:
Weighted average common stock
outstanding-basic 49,776 49,248 48,845
Weighted average common stock options,
utilizing the treasury stock method 2,427 1,902 1,639
-------- -------- --------
Weighted average shares outstanding-diluted 52,203 51,150 50,484
======== ======== ========
EXHIBIT 21.1
Subsidiaries of the Company
(Unless noted as a Texas corporation, all subsidiaries are formed under local
law.)
DASYTEC USA, Incorporated
DATALOG Systeme zur Me(beta)werterfassung GmbH & Co. KG, Germany
GfS Systemtechnik GmbH & Co. KG, Germany
GfS Systemtechnik Verwaltungs GmbH, Germany
GfS Vermogensverwaltungs GmbH & Co. KG, Germany
GfS, Inc., a Michigan corporation
N.I. Export (Barbados) Ltd., Barbados
National Instruments Australia Corporation, a Texas corporation
National Instruments Belgium N.V., Belgium
National Instruments Beteiligungs GmbH, Germany
National Instruments Brazil, Brazil
National Instruments Canada Corporation, a Texas corporation
National Instruments (Czech Republic) s.r.o., Czech Republic
National Instruments Corporation (UK) Limited, United Kingdom
National Instruments de Mexico, S.A. de C.V., Mexico
National Instruments Europe Corporation, a Texas corporation
National Instruments Finland Oy, Finland
National Instruments France Corporation, a Texas corporation
National Instruments Germany GmbH, Germany
National Instruments Gesellschaft m.b.H., Salzburg, Austria
National Instruments Hong Kong Limited, Hong Kong
National Instruments India Corporation, a Texas corporation
National Instruments International Distribution B.V., Netherlands
National Instruments (Ireland) Limited, Ireland
National Instruments Israel Ltd., Israel
National Instruments Italy s.r.l., Italy
National Instruments Japan Kabushiki Kaisha, Japan
National Instruments (Korea) Corporation, Korea
National Instruments Netherlands B.V., Netherlands
National Instruments Netherlands Investments B.V., Netherlands
National Instruments New Zealand Limited, New Zealand
National Instruments Poland Sp.Zo.o, Poland
National Instruments Scandinavia Corporation, a Texas corporation
National Instruments Singapore (PTE) Ltd., Singapore
National Instruments Spain, S.L., Spain
National Instruments Sweden A.B., Sweden
National Instruments Switzerland Corporation, a Texas corporation
National Instruments Taiwan Corporation, a Texas corporation
NI Cayman Islands, Cayman Islands
Shanghai NI Instruments LTD, China
Travis Investments C.V., Amsterdam
Virtual Instruments SDN BHD, Malaysia
WorldSoft, Ltd., United Kingdom
EXHIBIT 23.1
Consent of Independent Accounts
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of National Instruments Corporation of our report dated
January 18, 2000 relating to the financial statements and the financial
statement schedule, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Austin, Texas
March 20, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with legend, if applicable)
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. Dollar
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Dec-31-1999
<EXCHANGE-RATE> 1
<CASH> 45,309
<SECURITIES> 83,525
<RECEIVABLES> 62,422
<ALLOWANCES> 4,143
<INVENTORY> 26,161
<CURRENT-ASSETS> 231,029
<PP&E> 117,614
<DEPRECIATION> 47,843
<TOTAL-ASSETS> 318,753
<CURRENT-LIABILITIES> 57,268
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 253,735
<TOTAL-LIABILITY-AND-EQUITY> 318,753
<SALES> 329,583
<TOTAL-REVENUES> 329,583
<CGS> 76,040
<TOTAL-COSTS> 76,040
<OTHER-EXPENSES> 190,675
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 404
<INCOME-PRETAX> 67,353
<INCOME-TAX> 21,553
<INCOME-CONTINUING> 45,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (552)
<NET-INCOME> 45,248
<EPS-BASIC> 0.91
<EPS-DILUTED> 0.87
</TABLE>
