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SECURITIES
AND EXCHANGE COMMISSION
|
[X] | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal quarter ended: June 30, 2000 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 |
Delaware (State or other jurisdiction of incorporation or organization) |
74-1871327 (I.R.S. Employer Identification Number) |
11500 North MoPac Expressway Austin, Texas (address of principal executive offices) |
78759 (zip code) |
Registrants telephone number, including area code: (512) 338-9119 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. |
Class Common Stock - $0.01 par value |
Outstanding
at August 9, 2000 50,366,687 |
|
NATIONAL INSTRUMENTS CORPORATION |
PART I FINANCIAL INFORMATIONITEM 1. Financial StatementsNATIONAL INSTRUMENTS CORPORATIONCONSOLIDATED BALANCE
SHEETS |
June 30, 2000 (unaudited) |
December 31, 1999 | ||||
---|---|---|---|---|---|
Assets | |||||
Current assets: | |||||
Cash and cash equivalents | $ 60,126 | $ 45,309 | |||
Short-term investments | 80,364 | 83,525 | |||
Accounts receivable, net | 63,280 | 58,279 | |||
Inventories, net | 27,486 | 26,161 | |||
Prepaid expenses and other current assets | 14,304 | 11,216 | |||
Deferred income tax, net | 5,243 | 6,539 | |||
Total current assets | 250,803 | 231,029 | |||
Property and equipment, net | 76,269 | 69,771 | |||
Intangibles and other assets | 20,292 | 17,953 | |||
Total assets | $ 347,364 | $ 318,753 | |||
Liabilities and Stockholders Equity | |||||
Current liabilities: | |||||
Current portion of long-term debt | $ 867 | $ 876 | |||
Accounts payable | 25,528 | 23,318 | |||
Accrued compensation | 11,981 | 11,021 | |||
Accrued expenses and other liabilities | 6,030 | 10,326 | |||
Income taxes payable | 3,581 | 4,739 | |||
Other taxes payable | 5,763 | 6,988 | |||
Total current liabilities | 53,750 | 57,268 | |||
Long-term debt, net of current portion | 3,688 | 4,301 | |||
Deferred income taxes | 2,948 | 2,949 | |||
Total liabilities | 60,386 | 64,518 | |||
Commitments and contingencies | | | |||
Stockholders equity: | |||||
Common stock: par value $.01; 180,000,000 shares authorized; | |||||
50,333,651 and 50,047,182 shares issued and outstanding, respectively | 503 | 500 | |||
Additional paid-in capital | 63,091 | 58,830 | |||
Retained earnings | 225,945 | 198,849 | |||
Accumulated other comprehensive loss | (2,561 | ) | (3,944 | ) | |
Total stockholders equity | 286,978 | 254,235 | |||
Total liabilities and stockholders equity | $ 347,364 | $ 318,753 | |||
The accompanying notes are an integral part of these financial statements. |
NATIONAL INSTRUMENTS CORPORATIONCONSOLIDATED
STATEMENTS OF INCOME |
Three Months Ended June 30, |
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|---|
2000 |
1999 |
2000 |
1999 | ||||||
Net sales | $ 99,550 | $ 79,777 | $ 193,655 | $ 153,463 | |||||
Cost of sales | 24,030 | 18,119 | 46,269 | 35,059 | |||||
Gross profit | 75,520 | 61,658 | 147,386 | 118,404 | |||||
Operating expenses: | |||||||||
Sales and marketing | 34,442 | 28,674 | 69,205 | 55,697 | |||||
Research and development | 13,752 | 11,214 | 26,098 | 20,464 | |||||
General and administrative | 7,151 | 5,887 | 13,855 | 11,194 | |||||
Total operating expenses | 55,345 | 45,775 | 109,158 | 87,355 | |||||
Operating income | 20,175 | 15,883 | 38,228 | 31,049 | |||||
Other income (expense): | |||||||||
Interest income, net | 1,336 | 954 | 2,525 | 1,757 | |||||
Net foreign exchange loss and other | (289 | ) | (283 | ) | (907 | ) | (723 | ) | |
Income before income taxes and cumulative effect of | |||||||||
accounting change | 21,222 | 16,554 | 39,846 | 32,083 | |||||
Provision for income taxes | 6,791 | 5,297 | 12,751 | 10,266 | |||||
Income before cumulative effect of accounting change | 14,431 | 11,257 | 27,095 | 21,817 | |||||
Cumulative effect of accounting change | | | | (552 | ) | ||||
Net income | $ 14,431 | $ 11,257 | $ 27,095 | $ 21,265 | |||||
Basic earnings per share: | |||||||||
Income before cumulative effect of accounting change | $ 0.29 | $ 0.23 | $ 0.54 | $ 0.44 | |||||
Cumulative effect of accounting change, net of tax . | | | | (0.01 | ) | ||||
Basic earnings per share | $ 0.29 | $ 0.23 | $ 0.54 | $ 0.43 | |||||
Diluted earnings per share: | |||||||||
Income before cumulative effect of accounting change | $ 0.27 | $ 0.22 | $ 0.51 | $ 0.42 | |||||
Cumulative effect of accounting change, net of tax . | | | | (0.01 | ) | ||||
Diluted earnings per share | $ 0.27 | $ 0.22 | $ 0.51 | $ 0.41 | |||||
Weighted average shares outstanding: | |||||||||
Basic | 50,274 | 49,725 | 50,193 | 49,605 | |||||
Diluted | 53,567 | 51,866 | 53,490 | 51,600 |
The accompanying notes are an integral part of these financial statements. |
NATIONAL INSTRUMENTS CORPORATIONCONSOLIDATED
STATEMENTS OF CASH FLOWS |
Six Months Ended June 30, | |||||
---|---|---|---|---|---|
2000 |
1999 | ||||
Cash flow from operating activities: | |||||
Net income | $ 27,095 | $ 21,265 | |||
Adjustments to reconcile net income to cash provided by operating | |||||
activities: | |||||
Charges to income not requiring cash outlays: | |||||
Depreciation and amortization | 8,023 | 5,365 | |||
Provision for deferred income taxes | 1,289 | 1,047 | |||
Changes in operating assets and liabilities: | |||||
Increase in accounts receivable | (5,001 | ) | (4,261 | ) | |
Increase in inventory | (1,325 | ) | (2,279 | ) | |
Increase in prepaid expense and other assets | (2,464 | ) | (1,116 | ) | |
(Decrease)/increase in current liabilities | (3,493 | ) | 3,889 | ||
Net cash provided by operating activities | 24,124 | 23,910 | |||
Cash flow from investing activities: | |||||
Capital expenditures | (12,445 | ) | (3,454 | ) | |
Additions to intangibles | (3,647 | ) | (598 | ) | |
Purchases of short-term investments | (25,535 | ) | (120,702 | ) | |
Sales of short-term investments | 28,696 | 106,960 | |||
Net cash used in investing activities | (12,931 | ) | (17,794 | ) | |
Cash flow from financing activities: | |||||
Repayments of long-term debt | (640 | ) | (414 | ) | |
Net proceeds from issuance of common stock under employee plans | 4,264 | 3,499 | |||
Net cash provided by financing activities | 3,624 | 3,085 | |||
Net increase in cash and cash equivalents | 14,817 | 9,201 | |||
Cash and cash equivalents at beginning of period | 45,309 | 51,538 | |||
Cash and cash equivalents at end of period | $ 60,126 | $ 60,739 | |||
The accompanying notes are an integral part of these financial statements. |
Three Months Ended June 30, (unaudited) |
Six Months Ended June 30, (unaudited) | ||||||||
---|---|---|---|---|---|---|---|---|---|
2000 |
1999 |
2000 |
1999 | ||||||
Weighted average shares outstanding-basic | 50,274 | 49,725 | 50,193 | 49,605 | |||||
Plus: Common share equivalents | |||||||||
Stock options | 3,293 | 2,141 | 3,297 | 1,995 | |||||
Weighted average shares outstanding-diluted | 53,567 | 51,866 | 53,490 | 51,600 | |||||
June 30, 2000 (unaudited) |
December 31, 1999 | ||||
---|---|---|---|---|---|
Raw materials | $11,907 | $11,115 | |||
Work-in-process | 1,587 | 2,402 | |||
Finished goods | 13,992 | 12,644 | |||
$27,486 | $26,161 | ||||
NOTE 4 Comprehensive IncomeThe Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income. The Companys comprehensive income is comprised of net income, foreign currency translation adjustments and unrealized gains and losses on certain investments in debt and equity securities. Total comprehensive income for the quarters ended June 30, 2000 and 1999 is $15.2 million and $11.9 million, respectively, and included other comprehensive income of $745,000 and $690,000, respectively. For the first six months of 2000 and 1999, comprehensive income is $28.5 million and $22.3 million, respectively, and included other comprehensive income of $1.4 million and $1.1 million, respectively. NOTE 5 Segment InformationWhile 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): |
Three Months Ended June 30, (unaudited) |
Six Months Ended June 30, (unaudited) | ||||||||
---|---|---|---|---|---|---|---|---|---|
2000 |
1999 |
2000 |
1999 | ||||||
Net sales: | |||||||||
Americas: | |||||||||
Unaffiliated customer sales | $ 53,750 | $ 43,549 | $ 102,168 | $ 81,934 | |||||
Geographic transfers | 12,557 | 10,187 | 25,928 | 19,946 | |||||
66,307 | 53,736 | 128,096 | 101,880 | ||||||
Europe: | |||||||||
Unaffiliated customer sales | 33,086 | 25,647 | 64,062 | 49,307 | |||||
Asia Pacific: | |||||||||
Unaffiliated customer sales | 12,714 | 10,581 | 27,425 | 22,222 | |||||
Eliminations | (12,557 | ) | (10,187 | ) | (25,928 | ) | (19,946 | ) | |
$ 99,550 | $ 79,777 | $ 193,655 | $ 153,463 | ||||||
Three Months Ended June 30, (unaudited) |
Six Months Ended June 30, (unaudited) | ||||||||
---|---|---|---|---|---|---|---|---|---|
2000 |
1999 |
2000 |
1999 | ||||||
Operating income: | |||||||||
Americas | $ 11,958 | $ 12,867 | $ 25,321 | $ 23,194 | |||||
Europe | 12,014 | 9,441 | 22,470 | 17,470 | |||||
Asia Pacific | 9,955 | 4,789 | 16,535 | 10,848 | |||||
Unallocated: | |||||||||
Research and development expenses | (13,752 | ) | (11,214 | ) | (26,098 | ) | (20,463 | ) | |
$ 20,175 | $ 15,883 | $ 38,228 | $ 31,049 | ||||||
June 30, 2000 (unaudited) |
December 31, 1999 | ||||
---|---|---|---|---|---|
Identifiable assets: | |||||
Americas | $292,169 | $261,709 | |||
Europe | 33,317 | 34,457 | |||
Asia Pacific | 21,878 | 22,587 | |||
$347,364 | $318,753 | ||||
NOTE 6 LitigationOn May 2, 2000, the Company was served by Cognex Corporation, asserting patent infringement of two Cognex patents, copyright infringement, trademark infringement and unfair competition. Cognex seeks preliminary and permanent injunctive relief, actual monetary damages in an unspecified amount and attorneys fees and costs. On June 21, 2000 the Company filed a response to their lawsuit denying all claims. The Company is defending this lawsuit vigorously. The Company is unable to predict the outcome of the litigation at this time. Based on the facts we have reviewed to date, management does not expect the resolution of this matter to have a material adverse effect on the Companys business, results of operations or financial condition. |
Three Months Ended June 30, (unaudited) |
Six Months Ended June 30, (unaudited) | ||||||||
---|---|---|---|---|---|---|---|---|---|
2000 |
1999 |
2000 |
1999 | ||||||
Net sales: | |||||||||
Americas | 54.0 | % | 54.6 | % | 52.8 | % | 53.4 | % | |
Europe | 33.2 | 32.1 | 33.1 | 32.1 | |||||
Asia Pacific | 12.8 | 13.3 | 14.1 | 14.5 | |||||
Consolidated net sales | 100.0 | 100.0 | 100.0 | 100.0 | |||||
Cost of sales | 24.1 | 22.7 | 23.9 | 22.9 | |||||
Gross profit | 75.9 | 77.3 | 76.1 | 77.1 | |||||
Operating expenses: | |||||||||
Sales and marketing | 34.6 | 35.9 | 35.7 | 36.3 | |||||
Research and development | 13.8 | 14.1 | 13.5 | 13.3 | |||||
General and administrative | 7.2 | 7.4 | 7.2 | 7.3 | |||||
Total operating expenses | 55.6 | 57.4 | 56.4 | 56.9 | |||||
Operating income | 20.3 | 19.9 | 19.7 | 20.2 | |||||
Other income (expense): | |||||||||
Interest income, net | 1.3 | 1.1 | 1.3 | 1.1 | |||||
Net foreign exchange gain/(loss) and other | |||||||||
(0.3 | ) | (0.3 | ) | (0.4 | ) | (0.4 | ) | ||
Income before income taxes and cumulative | |||||||||
effect of accounting change | 21.3 | 20.7 | 20.6 | 20.9 | |||||
Provision for income taxes | 6.8 | 6.6 | 6.6 | 6.7 | |||||
Income before cumulative effect of | |||||||||
accounting change | 14.5 | 14.1 | 14.0 | 14.2 | |||||
Cumulative effect of accounting change, net | |||||||||
of tax | | | | (0.3 | ) | ||||
Net income | 14.5 | % | 14.1 | % | 14.0 | % | 13.9 | % | |
Net Sales. Consolidated net sales increased by $19.8 million or 25% for the three months ended June 30, 2000 to $99.6 million from $79.8 million for the three months ended June 30, 1999, and increased $40.2 million or 26% to $193.7 million for the six months ended June 30, 2000 from $153.5 million for the comparable period in the prior year. The increase in sales is primarily attributable to the introduction of new and upgraded products, increased market acceptance of the Companys products in each of the geographical areas in which the Company operates, and an expanded customer base. Sales in the Americas in the second quarter of 2000 increased by 23% over the second quarter of 1999 and sales in the Americas for the six months ended June 30, 2000 increased 25% from the six months ended June 30, 1999. Included in the current quarter is $1.0 million of revenue related to a non-recurring royalty from one of the Companys software products. |
Sales outside of North America, as a percentage of consolidated sales for the quarter ended June 30, 2000 increased to 46% from 45% over the comparable 1999 period as a result of strong sales in both Europe and Asia Pacific. International sales as a percentage of consolidated sales for the six months ended June 30, 2000 remained flat at 47% versus the six month period ended June 30, 1999. Compared to 1999, the Companys European sales increased by 29% to $33.1 million for the quarter ended June 30, 2000 and by 30% to $64.1 million for the six months ended June 30, 2000. Sales in Asia Pacific increased by 20% to $12.7 million in the quarter ended June 30, 2000 compared to 1999 and increased 23% to $27.4 million for the six months ended June 30, 2000 compared to the same period in 1999. The Company expects sales outside of North America to continue to represent a significant portion of its revenue. The Companys 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 Companys 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 Companys 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 previous years. The Companys 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 Companys foreign exchange risks. (See Net Foreign Exchange Gain/Loss below). Sales made by the Companys 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 U.S. dollar, multiplied by the proportion of international sales recorded in the particular currency. Between the second quarter of 1999 and the second quarter of 2000 the weighted value of the U.S. dollar increased by 6.8%, causing an equivalent decrease in the U.S. dollar value of the Companys foreign currency sales and expenses. If the weighted average value of the U.S. dollar in the second quarter of 2000 had been the same as that in the second quarter of 1999, the Companys growth rate for the second quarter of 2000 would have been 28%. European sales for the second quarter of 2000 would have increased by 41% over the second quarter 1999. Asia Pacific sales for the second quarter of 2000 would have increased by 16% over the second quarter 1999 sales. If the weighted average value of the dollar in the six months ended June 30, 2000 had been the same as that in the six months ended June 30, 1999, the Companys year-to-date sales would have increased by 29% over 1999 year-to-date sales. Since most of the Companys international operating expenses are also incurred in local currencies, the change in exchange rates had the effect of decreasing operating expenses $1.6 million for the six months ended June 30, 2000 and by $733,000 for the quarter ended June 30, 2000. Gross Profit. As a percentage of net sales, gross profit decreased to 75.9% for the second quarter of 2000 from 77.3% for the second quarter of 1999 and decreased to 76.1% for the first six months of 2000 from 77.1% for the comparable period a year ago. The decrease in margin for both the second quarter and the six months ended June 30, 2000 compared to the prior year periods is partially attributable to unfavorable foreign currency exchange rates. |
The marketplace for the Companys products dictates that many of the Companys 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 adequate to meet anticipated needs for 2000. Sales and Marketing. Sales and marketing expenses for the second quarter of 2000 increased to $34.4 million, a 20% increase, as compared to the second quarter of 1999 and increased 24% to $69.2 million for the first six months of 2000 from the comparable 1999 period. As a percentage of net sales, sales and marketing expenses were 34.6% and 35.9% for the three months ended June 30, 2000 and 1999, respectively, and 35.7% and 36.3% for the six months ended June 30, 2000 and 1999, respectively. The increase in these expenses in absolute dollar amounts is primarily attributable to programs to increase the Companys international presence in both the European and Asia Pacific markets, increase in sales and marketing personnel both internationally and in North America, increased marketing for new products and an increase in web marketing and sales activities. 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 new recruiting, initial marketing and advertising campaign costs associated with major new product releases and entry into new market areas, investment in 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 expenses increased to $13.8 million for the quarter ended June 30, 2000, a 23% increase, as compared to $11.2 million for the three months ended June 30, 1999, and increased 28% to $26.1 million for the six months ended June 30, 2000 from the comparable 1999 period. As a percentage of net sales, research and development expenses decreased to 13.8% for the quarter ended June 30, 2000, from 14.1% for the quarter ended June 30, 1999, and increased to 13.5% for the six months ended June 30, 2000, from 13.3% for the comparable 1999 period. The increase in research and development costs in absolute amounts and as a percentage of sales for the six month period ended June 30, 2000 was primarily due to increases in personnel costs from hiring of additional product development engineers. Research and development personnel increased from 417 at June 30, 1999 to 646 at June 30, 2000. The Company believes that a significant, on-going investment in research and development is required to remain competitive. The Company capitalizes software development costs in accordance with the SFAS No. 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. The Company amortizes such costs over the related products estimated economic life, generally three years, beginning when a product becomes available for general release. Software amortization expense totaled $577,000 and $496,000 for the quarters ended June 30, 2000 and 1999, respectively, and $1.2 million and $1.1 million during the six months ended June 30, 2000 and 1999, respectively. Software development costs capitalized were $1.2 million and $213,000 for the quarters ended June 30, 2000 and 1999, respectively, and $2.2 million and $598,000 for the first six months of 2000 and 1999, respectively. The amounts capitalized in the second quarter and first six months of 2000 related to the development of a new version of LabVIEW and NI DAQ 6.8. During the quarter and six month period ended June 30, 2000, the Company amortized $183,000 and $344,000, respectively of goodwill related to the acquisition of GfS Systemtechnik GmbH on August 31, 1999. General and Administrative. General and administrative expenses for the second quarter ended June 30, 2000 increased 21% to $7.2 million from $5.9 million for the comparable prior year period. For the first six months of 2000, general and administrative expenses increased 24% to $13.9 million from $11.2 million for the first six months of 1999. As a percentage of net sales, general and administrative expenses decreased to 7.2% for the quarter ended June 30, 2000 from 7.4% for the second quarter of 1999. During the first six months of 2000, general and administrative expenses decreased as a percentage of sales to 7.2% from 7.3% for the comparable prior year period. The Companys general and administrative expense increased in absolute dollars mainly due to additional personnel and certain legal costs related to patent disputes. The decrease in general and administrative expenses as a percent of sales is due to operational efficiencies resulting from the continued systems integration. The Company expects that general and administrative expense in future periods will increase in absolute amounts and will fluctuate as a percentage of net sales. |
Interest Income, Net. Net interest income in the second quarter of 2000 increased to $1.3 million from $954,000 in the second quarter of 1999, and increased to $2.5 million for the first six months of 2000 from $1.8 million for the comparable 1999 period. Net interest income has represented approximately one percent of net sales and has fluctuated as a result of investment balances, bank borrowings and interest terms thereon. Net Foreign Exchange Gain (Loss). Net foreign exchange losses recognized in the second quarter of 2000 were $422,000 compared to $666,000 recognized in the second quarter of 1999. Net foreign exchange losses of $1.1 million were recognized for the first six months of 2000 compared to losses of $1.2 million for the first six months of 1999. Foreign exchange gains and losses are attributable to movements between the U.S. dollar and the local currencies in countries in which the Companys sales subsidiaries are located. The decrease in net foreign exchange losses recognized in the second quarter of 2000 is mainly due to the strengthening of the yen which resulted in lower losses in 2000 than it did in the second quarter of 1999. The Company recognizes the local currency as the functional currency of its international subsidiaries. To minimize this foreign currency risk the Company engages in hedging activities by utilizing foreign currency forward exchange and option contracts. The Company utilizes foreign currency forward exchange 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 currency forward contracts to 90 days. The Company utilizes foreign currency forward contracts and foreign currency purchased option contracts in order to reduce its exposure to fluctuations in future net foreign currency cash flows. The Companys 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 Companys 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. The Companys hedging strategy has reduced the foreign exchange losses by $1.6 million during the quarter ended June 30, 2000, and by $3.7 million for the six months ended June 30, 2000. Provision for Income Taxes. The provision for income taxes reflects an effective tax rate of 32% for the three and six months ended June 30, 2000 and 1999. As of June 30, 2000, eleven of the Companys subsidiaries had available, for income tax purposes, foreign net operating loss carryforwards of approximately $4.4 million, of which $2.6 million expires between 2002 and 2010. The remaining $1.8 million of loss carryforwards may be carried forward indefinitely to offset future taxable income in the related tax jurisdictions. Liquidity and Capital ResourcesThe Company is currently financing its operations and capital expenditures through cash flow from operations. At June 30, 2000, the Company had working capital of approximately $197.1 million compared to $173.8 million at December 31, 1999. Accounts receivable increased to $63.3 million at June 30, 2000 from $58.3 million at December 31, 1999. Days sales outstanding increased to 58 at June 30, 2000 compared to 57 at December 31, 1999. Consolidated inventory balances increased to $27.5 million at June 30, 2000 from $26.2 million at December 31, 1999. Inventory turns of 3.5 represent a slight decrease from turns of 3.6 at December 31, 1999. Cash used in the first six months of 2000 for the purchase of the property and equipment totaled $12.4 million and for the capitalization of software development costs totaled $2.2 million. |
The Company is currently planning to break ground for an office building (Mopac C) to be located on the North Austin campus. It is currently anticipated that a significant portion of the construction costs will be paid out of the Companys existing working capital with any remaining costs being funded through credit from the Companys current financial institutions. The Company estimates the total cost for the new building, including furniture, fixtures and equipment, will range from $58 million to $62 million with approximately $15.5 million expected to be incurred during 2000 and the remainder in 2001. In October of 2000, the Company plans to enter into firm commitments of approximately $60 million for the new building. The actual level of spending may vary depending on a variety of factors, including unforeseen difficulties in construction. Upon completion of the Mopac C building, the Company intends to vacate its existing 136,000 sq. ft. Millenium office building. The Company intends to lease the Millenium building to a third party and currently estimates that the gross rental revenue from this lease will offset more than 50% of the projected operating costs from the Mopac C building. The Company also plans to construct a second manufacturing facility to be located in Europe. The Company estimates that this European manufacturing facility will be operational in the 1st half of 2002, and that by 2003 will source a significant portion of the Companys international sales. The current planned location of the facility is likely to have a cost base and tax rate significantly lower than in the U.S., which should have the effect of reducing the cost of manufacturing and lowering the consolidated tax rate. It is currently anticipated that a significant portion of the construction costs will be paid out of the Companys existing working capital with any remaining costs being funded through credit from the Companys current financial institutions. The Company estimates the total cost for the new facility, including furniture, fixtures and equipment, will be approximately $13.0 million. The actual level of spending may vary depending on a variety of factors, including unforeseen difficulties in construction. 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 June 30, 2000, the Company had no outstanding balance on the revolving line of credit and had a balance of $3.9 million on the manufacturing facility loan. The revolving line of credit expires on December 29, 2000. The Companys credit agreements contain certain financial covenants and restrictions as to various matters, including the banks prior approval of significant mergers and acquisitions. Borrowings under the line of credit are collateralized by substantially all of the Companys assets. The Company believes that the cash flow from operations, if any, existing cash balances, short-term investments and credit available under the Companys 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 Companys profitability, its ability to manage working capital requirements and its rate of growth. Market RiskThe 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 Companys 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 Companys 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 Companys foreign currency hedging activities will substantially offset the impact of fluctuations in currency exchanges rates on its results of operations and financial position. Based on the foreign exchange instruments outstanding at June 30, 2000, 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 less than $18.0 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. |
Risks associated with Increased Development of Web site. The Company has 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 successful in its attempt to leverage the Web to increase sales. The Company hosts its Web site internally. Failure to successfully maintain the Web site and to protect it from hackers could have a significant impact on the Companys 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 Companys virtual instrumentation products. Agilent is aggressively advertising and marketing products that are competitive with the Companys products. Because of Agilents strong position in the instrumentation business, changes in its marketing strategy or product offerings could have a material adverse effect on the Companys 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 Companys 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. 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 managements 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 Companys 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 Companys 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 Companys efforts will be successful. The failure to receive adequate, accurate and timely financial information could inhibit managements ability to make effective and timely decisions. Dependence on Key Suppliers. The Companys 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 custom application-specific integrated 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. |
(a) | The annual meeting of stockholders was held on May 9, 2000. |
(b) | The following directors were elected at the meeting to serve a term of three years: |
Jeffrey
L. Kodosky Dr. Ben G. Streetman R. Gary Daniels |
The following directors are continuing to serve their terms: |
Dr.
James J. Truchard William C. Nowlin, Jr. Dr. Donald M. Carlton L. Wayne Ashby |
(c) | The matters voted upon at the meeting and results of the voting with respect to those matters were as follows: |
For |
Instructed |
Withheld | |||||||
---|---|---|---|---|---|---|---|---|---|
(1) Election of directors: Jeffrey L. Kodosky Dr. Ben G. Streetman R. Gary Daniels |
135,859,443 | 0 | 3,070,251 |
For |
Against |
Abstain |
Non-Vote | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(2) Re-approve the 1994 Amended and Restated Incentive Plan |
42,844,838 | 2,849,592 | 615,468 | 0 |
For |
Against |
Abstain |
Broker Non-Vote | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(3) Ratification of Pricewaterhouse Coopers LLP as the Companys independent public accountants for the fiscal year ending December 31, 2000. |
46,274,840 | 4,780 | 30,278 | 0 |
The foregoing matters are described in detail in the Companys definitive proxy statement dated April 3, 2000, for the Annual Meeting of Stockholders held on May 9, 2000. |
(a) | Exhibits. |
(11.1) Computation of Earnings Per Share |
(b) | Reports on Form 8-K. |
No reports on Form 8-K were filed by the Company during the quarter ended June 30, 2000. |
SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. |
NATIONAL INSTRUMENTS CORPORATION Registrant |
BY: |
/s/ Alex Davern Alex Davern Chief Financial Officer and Treasurer (principal financial and accounting officer) |
Dated: August 14, 2000 |
NATIONAL INSTRUMENTS CORPORATIONINDEX TO EXHIBITS |
Exhibit No. |
Description |
Page | |||
---|---|---|---|---|---|
11.1 | Statement Regarding Computation of Earnings per Share | 21 |
|