NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of presentation
The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2019, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 20, 2020 (the "Form 10-K"). In our opinion, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary to present fairly our financial position at September 30, 2020 and December 31, 2019, the results of our operations and comprehensive income for three and nine months ended September 30, 2020 and 2019, our cash flows for the nine months ended September 30, 2020 and 2019 and our statement of stockholders' equity for the three and nine months ended September 30, 2020 and 2019. Our operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
Reclassifications
As further discussed below, certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications had no impact on our previously reported net income or cash flows:
•Before the second quarter of 2020, we included net sales attributable to our operations in India within the EMEIA region in Note 2 - Revenue of Notes to Consolidated Financial Statements. In the second quarter of 2020, we began including these amounts within the APAC (Australia, India, New Zealand, Southeast Asia, China, South Korea and Japan) geographic region, to reflect recent changes within our organizational structure. We have recast historical comparative information to conform to the September 30, 2020 presentation. Refer to Note 2 - Revenue of Notes to Consolidated Financial Statements for our revenue disaggregated by geographic region which now include the Americas (United States, Canada and Latin America), EMEA (Europe, Middle East, and Africa) and APAC.
•Before the second quarter of 2020, we presented “Interest income”, "Net foreign exchange gain (loss)", and "Other income (loss)" separately on the consolidated statements of income. In the second quarter of 2020, we began presenting these amounts within “Other (expense) income” in the consolidated statements of income for all periods presented. Refer to "Other (expense) income" in Note 1 - Basis of Presentation of Notes to Consolidated Financial Statements for additional information on the amounts that comprise "Other (expense) income".
Recently Adopted Accounting Pronouncements
Current Expected Credit Losses ("CECL")
In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The ASU replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. We adopted the new standard on January 1, 2020 and the impact of the adoption was not material to our consolidated financial statements as credit losses are not expected to be significant based on historical collection trends, the financial condition of payment partners, and external market factors. We will continue to actively monitor the impact of the recent coronavirus (COVID-19) pandemic on expected credit losses.
Implementation Costs Incurred in a Cloud Computing Arrangement
In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which clarifies the accounting for implementation costs in cloud computing arrangements. The new standard aligns the treatment of implementation costs incurred by customers in cloud computing arrangements that are service contracts with the treatment of similar costs incurred to develop or obtain internal-use software. Under the new standard, implementation costs are deferred and presented in the same financial statement caption on the condensed consolidated balance sheet as a prepayment of related arrangement fees. The deferred costs are recognized over the term of the arrangement in the same financial statement caption in the condensed consolidated income statement as the related fees of the arrangement. We adopted the new standard on January 1, 2020. The new standard did not have a material impact on our consolidated financial statements and related disclosures.
Fair Value Measurements
In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement,” which modifies the disclosure requirements on fair value measurements. We adopted the new standard on January 1, 2020. The new standard did not have a material impact on our consolidated financial statements and related disclosures.
Income Taxes
In December 2019, the FASB issued ASU 2019-12, “Income Taxes — Simplifying the Accounting for Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments in this ASU also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this ASU will be applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. An entity is permitted to early adopt the guidance, and we early adopted ASU 2019-12 as of January 1, 2020. The adoption did not have a material impact on our consolidated financial statements and related disclosures.
Disclosures about Acquired and Disposed Businesses
In May 2020, the SEC adopted Release No. 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses" ("Release No. 33-10786") which includes amendments to certain of its rules and forms related to the disclosure of financial information regarding acquired or disposed businesses. Among other changes, the amendments impact SEC rules relating to (1) the definition of “significant” subsidiaries, (2) requirements to provide financial statements for “significant” acquisitions, and (3) revisions to the formulation and usage of pro forma financial information. Release No. 33-10786 is effective on January 1, 2021, however, voluntary early adoption is permitted as long as all amendments are adopted in their entirety. We elected to early adopt all provisions of Release No. 33-10786 during the second quarter of 2020.
Summary of Significant Accounting Policies
As discussed above, we adopted the new expected credit loss standard as of January 1, 2020. There were no other significant changes in our accounting policies during the three and nine months ended September 30, 2020 compared to the significant accounting policies described in our Form 10-K.
Divestitures
AWR
On January 15, 2020, we completed the sale of our AWR Corporation subsidiary ("AWR") for approximately $161 million. We recognized a gain of approximately $160 million on the sale. The gain is included within "Gain on sale of business/asset" in the consolidated statements of income, which also included approximately $1 million of transaction costs.
The divestiture of AWR resulted in the derecognition of the following assets and liabilities (in thousands):
|
|
|
|
|
|
Cash
|
$
|
1,027
|
|
Accounts receivable, net
|
7,233
|
|
Prepaid and other current assets
|
283
|
|
Goodwill
|
7,221
|
|
Other non-current assets
|
556
|
|
Total Assets
|
16,320
|
|
|
|
Deferred revenue
|
15,296
|
|
Other current liabilities
|
940
|
|
Cumulative translation adjustment
|
(660)
|
|
Total liabilities and stockholders' equity
|
15,576
|
|
|
|
Total assets divested, net (including cash)
|
$
|
744
|
|
Other (Expense) Income
Other (expense) income, net consisted of the following amounts (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|
(Unaudited)
|
(Unaudited)
|
|
2020
|
2019
|
2020
|
2019
|
Interest income
|
$
|
414
|
|
$
|
1,930
|
|
$
|
3,724
|
|
$
|
6,187
|
|
Interest expense
|
(973)
|
|
—
|
|
(1,115)
|
|
—
|
|
Loss from equity-method investments
|
(627)
|
|
(239)
|
|
(2,559)
|
|
(406)
|
|
Net foreign exchange loss
|
(676)
|
|
(378)
|
|
(2,019)
|
|
(1,623)
|
|
Other
|
(139)
|
|
936
|
|
(615)
|
|
1,221
|
|
Other (expense) income, net
|
$
|
(2,001)
|
|
$
|
2,249
|
|
$
|
(2,584)
|
|
$
|
5,379
|
|
|
Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. The number of common share equivalents, which includes restricted stock units ("RSUs"), is computed using the treasury stock method. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three and nine months ended September 30, 2020 and 2019, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|
(Unaudited)
|
(Unaudited)
|
|
2020
|
2019
|
2020
|
2019
|
Weighted average shares outstanding-basic
|
131,419
|
|
131,385
|
|
131,017
|
|
131,896
|
|
Plus: Common share equivalents
|
|
|
|
|
RSUs
|
—
|
|
504
|
|
654
|
|
994
|
|
Weighted average shares outstanding-diluted
|
131,419
|
|
131,889
|
|
131,671
|
|
132,890
|
|
Stock awards to acquire 3,490,700 shares and 1,611,000 shares for the three months ended September 30, 2020 and 2019, respectively, and 276,000 shares and 568,000 shares for the nine months ended September 30, 2020 and 2019, respectively, were excluded in the computations of diluted EPS because the effect of including the stock awards would have been anti-dilutive.
Other Current Liabilities
Other current liabilities on our consolidated balance sheet includes the following amounts (in thousands):
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
As of December 31,
|
|
(unaudited)
|
2019
|
Income taxes payable - current
|
$
|
23,487
|
|
$
|
6,791
|
|
Other
|
26,772
|
|
13,925
|
|
Total
|
$
|
50,259
|
|
$
|
20,716
|
|
Note 2 - Revenue
Revenue Recognition
Revenue is recognized upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of our products or services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Disaggregation of Revenues
We disaggregate revenue from contracts with customers based on the timing of transfer of goods or services to customers (point-in-time or over time) and geographic region based on the billing location of the customer. Before the second quarter of 2020, we included net sales attributable to our operations in India within the EMEIA region. In the second quarter of 2020, we began including these amounts within the APAC geographic region, to reflect recent changes within our organizational structure. We have recast historical comparative information to conform to the September 30, 2020 presentation. The geographic regions are now presented as the Americas, EMEA and APAC to reflect this change.
Total net sales based on the disaggregation criteria described above are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
(In thousands)
|
|
|
(Unaudited)
|
|
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
|
|
Net sales:
|
|
Point-in-Time(1)
|
Over Time
|
Total
|
|
Point-in-Time(1)
|
Over Time
|
Total
|
Americas
|
|
$
|
107,808
|
|
$
|
19,241
|
|
$
|
127,049
|
|
|
$
|
119,895
|
|
$
|
23,222
|
|
$
|
143,117
|
|
EMEA
|
|
57,988
|
|
20,551
|
|
78,539
|
|
|
70,076
|
|
19,662
|
|
89,738
|
|
APAC
|
|
92,050
|
|
10,486
|
|
102,536
|
|
|
98,161
|
|
9,426
|
|
107,587
|
|
Total net sales(1)
|
|
$
|
257,846
|
|
$
|
50,278
|
|
$
|
308,124
|
|
|
$
|
288,132
|
|
$
|
52,310
|
|
$
|
340,442
|
|
(1) Net sales contains hedging gains and losses, which do not represent revenues recognized from customers.
See Note - 5 Derivatives instruments and hedging activities of Notes to Consolidated Financial Statements for more information on the impact of our hedging activities on our results of operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
(In thousands)
|
|
|
(Unaudited)
|
|
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
|
|
Net sales:
|
|
Point-in-Time(1)
|
Over Time
|
Total
|
|
Point-in-Time(1)
|
Over Time
|
Total
|
Americas
|
|
$
|
316,220
|
|
$
|
57,554
|
|
$
|
373,774
|
|
|
$
|
325,349
|
|
$
|
69,337
|
|
$
|
394,686
|
|
EMEA
|
|
181,330
|
|
58,594
|
|
239,924
|
|
|
216,644
|
|
57,411
|
|
274,055
|
|
APAC
|
|
274,341
|
|
30,795
|
|
305,136
|
|
|
290,140
|
|
26,866
|
|
317,006
|
|
Total net sales(1)
|
|
$
|
771,891
|
|
$
|
146,943
|
|
$
|
918,834
|
|
|
$
|
832,133
|
|
$
|
153,614
|
|
$
|
985,747
|
|
(1) Net sales contains hedging gains and losses, which do not represent revenues recognized from customers.
See Note - 5 Derivatives instruments and hedging activities of Notes to Consolidated Financial Statements for more information on the impact of our hedging activities on our results of operations.
|
Information about Contract Balances
Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of our deferred revenue balance is related to extended hardware and software maintenance contracts. Payment terms and conditions vary by contract type, although payment is typically due within 30 to 90 days of contract inception. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers, such as invoicing at the beginning of a subscription term with a portion of the revenue recognized ratably over the contract period, or to provide customers with financing, such as multi-year on-premises licenses that are invoiced annually with revenue recognized upfront.
Changes in deferred revenue, current and non-current, during the nine months ended September 30, 2020 were as follows:
|
|
|
|
|
|
|
Amount
|
|
(In thousands)
|
Balance as of December 31, 2019
|
$
|
164,925
|
|
Deferral of revenue billed in current period, net of recognition
|
95,934
|
|
Recognition of revenue deferred in prior periods
|
(103,274)
|
|
Acquisitions/Divestitures
|
(7,955)
|
|
Foreign currency translation impact
|
1,451
|
|
Balance as of September 30, 2020 (unaudited)
|
$
|
151,081
|
|
For the nine months ended September 30, 2020, revenue recognized from performance obligations satisfied in prior periods (for example, due to changes in transaction price) was not material. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables which are anticipated to be invoiced in the next twelve months are included in "Other current assets" and "Other long-term assets" on the consolidated balance sheet. Based on the nature of our contracts with customers, we do not typically recognize unbilled receivables related to revenues recognized in excess of amounts billed. For the nine months ended September 30, 2020, amounts recognized related to unbilled receivables were not material.
Unsatisfied Performance Obligations
Revenue expected to be recognized in any future period related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, and excluding contracts where revenue is recognized as invoiced, was approximately $84 million as of September 30, 2020. Since we typically invoice customers at contract inception, this amount is included in our current and non-current deferred revenue balances. As of September 30, 2020, we expect to recognize approximately 15% of the revenue related to these unsatisfied performance obligations during the remainder of 2020, 43% during 2021, and 42% thereafter.
Assets Recognized from the Costs to Obtain a Contract with a Customer
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Capitalized incremental costs related to initial contracts and renewals are amortized over the same period because the commissions paid on both the initial contract and renewals are commensurate with one another. Total capitalized costs to obtain a contract were not material during the periods presented and are included in other long-term assets on our consolidated balance sheets.
Note 3 – Short-term investments
The following tables summarize unrealized gains and losses related to our short-term investments designated as available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
Gross
|
|
Gross
|
|
|
|
|
Adjusted Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Fair Value
|
Corporate bonds
|
|
$
|
92,610
|
|
|
$
|
245
|
|
|
$
|
(2)
|
|
|
$
|
92,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-term investments
|
|
$
|
92,610
|
|
|
$
|
245
|
|
|
$
|
(2)
|
|
|
$
|
92,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
As of December 31, 2019
|
|
|
|
|
Gross
|
|
Gross
|
|
|
|
|
Adjusted Cost
|
|
Unrealized Gain
|
|
Unrealized Loss
|
|
Fair Value
|
Corporate bonds
|
|
$
|
237,423
|
|
|
$
|
628
|
|
|
$
|
(68)
|
|
|
$
|
237,983
|
|
|
|
|
|
|
|
|
|
|
Total Short-term investments
|
|
$
|
237,423
|
|
|
$
|
628
|
|
|
$
|
(68)
|
|
|
$
|
237,983
|
|
The following tables summarize the contractual maturities of our short-term investments designated as available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020
|
(In thousands)
|
|
(Unaudited)
|
|
|
Adjusted Cost
|
|
Fair Value
|
Due in less than 1 year
|
|
$
|
88,194
|
|
|
$
|
88,438
|
|
Due in 1 to 5 years
|
|
4,416
|
|
|
4,415
|
|
Total available-for-sale debt securities
|
|
$
|
92,610
|
|
|
$
|
92,853
|
|
|
|
|
|
|
Due in less than 1 year
|
|
Adjusted Cost
|
|
Fair Value
|
Corporate bonds
|
|
$
|
88,194
|
|
|
$
|
88,438
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale debt securities
|
|
$
|
88,194
|
|
|
$
|
88,438
|
|
|
|
|
|
|
Due in 1 to 5 years
|
|
Adjusted Cost
|
|
Fair Value
|
Corporate bonds
|
|
$
|
4,416
|
|
|
$
|
4,415
|
|
Total available-for-sale debt securities
|
|
$
|
4,416
|
|
|
$
|
4,415
|
|
Equity-Method Investments
The carrying value of our equity method investments was $20 million as of September 30, 2020. Our proportionate share of the income from equity-method investments is included within "Other (expense) income". Refer to Note 1 - Basis of Presentation for additional information on these amounts for three and nine months ended September 30, 2020 and 2019.
Note 4 – Fair value measurements
We define fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market that market participants may use when pricing the asset or liability.
We follow a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value measurement is determined based on the lowest level input that is significant to the fair value measurement. The three values of the fair value hierarchy are the following:
Level 1 – Quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 – Inputs that are not based on observable market data
Assets and liabilities measured at fair value on a recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
(In thousands)
|
|
(Unaudited)
|
Description
|
|
September 30, 2020
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents available for sale:
|
|
|
|
|
|
|
|
|
Money Market Funds
|
|
$
|
82,730
|
|
|
$
|
82,730
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Short-term investments available for sale:
|
|
|
|
|
|
|
|
|
Corporate notes and bonds
|
|
92,853
|
|
|
—
|
|
|
92,853
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
5,363
|
|
|
—
|
|
|
5,363
|
|
|
—
|
|
Total Assets
|
|
$
|
180,946
|
|
|
$
|
82,730
|
|
|
$
|
98,216
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Derivatives
|
|
$
|
(10,777)
|
|
|
$
|
—
|
|
|
$
|
(10,777)
|
|
|
$
|
—
|
|
Total Liabilities
|
|
$
|
(10,777)
|
|
|
$
|
—
|
|
|
$
|
(10,777)
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
|
December 31, 2019
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents available for sale:
|
|
|
|
|
|
|
|
|
Money Market Funds
|
|
$
|
87,397
|
|
|
$
|
87,397
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate notes and bonds
|
|
9,962
|
|
|
—
|
|
|
9,962
|
|
|
—
|
|
Short-term investments available for sale:
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
237,983
|
|
|
—
|
|
|
237,983
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
8,209
|
|
|
—
|
|
|
8,209
|
|
|
—
|
|
Total Assets
|
|
$
|
343,551
|
|
|
$
|
87,397
|
|
|
$
|
256,154
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Derivatives
|
|
$
|
(2,872)
|
|
|
$
|
—
|
|
|
$
|
(2,872)
|
|
|
$
|
—
|
|
Total Liabilities
|
|
$
|
(2,872)
|
|
|
$
|
—
|
|
|
$
|
(2,872)
|
|
|
$
|
—
|
|
We value our available-for-sale short-term investments based on pricing from third party pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. We classify all of our fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of our financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques. We believe all of these sources reflect the credit risk associated with each of our available-for-sale short-term investments. Short-term investments available-for-sale consists of debt securities issued by states of the U.S. and political subdivisions of the U.S., corporate debt securities and debt securities issued by U.S. government organizations and agencies. All of our short-term investments available-for-sale have contractual maturities of less than 60 months.
Derivatives include foreign currency forward contracts. Our foreign currency forward contracts are valued using an income approach (Level 2) based on the spot rate less the contract rate multiplied by the notional amount. We consider counterparty credit risk in the valuation of our derivatives. However, counterparty credit risk did not impact the valuation of our derivatives during the nine months ended September 30, 2020. There were no transfers in or out of Level 1 or Level 2 during the nine months ended September 30, 2020.
As of September 30, 2020, our short-term investments did not include sovereign debt from any country other than the United States. The majority of our short-term investments that are located outside of the U.S. are denominated in the U.S. dollar with the exception of $5 million U.S. dollar equivalent of corporate bonds that are denominated in Euro.
We did not have any items that were measured at fair value on a nonrecurring basis at September 30, 2020 and December 31, 2019. The carrying value of net accounts receivable, accounts payable, and long-term debt contained in the consolidated balance sheets approximates fair value.
Note 5 – Derivative instruments and hedging activities
We recognize all of our derivative instruments as either assets or liabilities in our statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.
We have operations in approximately 45 countries. Sales outside of the Americas accounted for approximately 59% and 58% of our net sales during the three months ended September 30, 2020 and 2019, and approximately 59% and 60% the nine months ended September 30, 2020 and 2019, respectively. Our activities expose us to a variety of market risks, including the effects of changes in foreign currency exchange rates. These financial risks are monitored and managed by us as an integral part of our overall risk management program.
We maintain a foreign currency risk management strategy that uses derivative instruments (foreign currency forward contracts) to help protect our earnings and cash flows from fluctuations caused by the volatility in currency exchange rates. Movements in foreign currency exchange rates pose a risk to our operations and competitive position, in that exchange rate changes may affect our profitability and cash flow, and the business or pricing strategies of our non-U.S. based competitors.
The vast majority of our foreign sales are denominated in the customers’ local currency. We purchase foreign currency forward contracts as hedges of forecasted sales that are denominated in foreign currencies and as hedges of foreign currency denominated financial assets or liabilities. These contracts are entered into to help protect against the risk that the eventual dollar-net-cash inflows resulting from such sales or firm commitments will be adversely affected by changes in exchange rates. We also purchase foreign currency forward contracts as hedges of forecasted expenses that are denominated in foreign currencies. These contracts are entered into to help protect against the risk that the eventual dollar-net-cash outflows resulting from foreign currency operating and cost of sales expenses will be adversely affected by changes in exchange rates.
We designate foreign currency forward contracts as cash flow hedges of forecasted net sales or forecasted expenses. In addition, we hedge our foreign currency denominated balance sheet exposures using foreign currency forward contracts that are not designated as hedging instruments. None of our derivative instruments contain a credit-risk-related contingent feature.
Cash flow hedges
To help protect against the reduction in value caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows resulting from international sales over the next one to three years, we have instituted a foreign currency cash flow hedging program. We hedge portions of our forecasted net sales and forecasted expenses denominated in foreign currencies with forward contracts. For forward contracts, when the dollar strengthens significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the forward contracts designated as hedges. We purchase foreign currency forward contracts for up to 100% of our forecasted exposures in selected currencies (primarily in Euro, Japanese yen, Hungarian forint, British pound, Malaysian ringgit, Korean won and Chinese yuan) and limit the duration of these contracts to 40 months or less.
For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of accumulated other comprehensive income ("OCI") and reclassified into earnings in the same line item (net sales, operating expenses, or cost of sales) associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Hedge effectiveness of foreign currency forwards designated as cash flow hedges are measured by comparing the hedging instrument’s cumulative change in fair value from inception to maturity to the forecasted transaction’s terminal value.
We held forward contracts designated as cash flow hedges with the following notional amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
US Dollar Equivalent
|
|
|
As of September 30, 2020
|
|
As of December 31,
|
|
|
(Unaudited)
|
|
2019
|
British pound
|
|
$
|
23,251
|
|
|
$
|
13,988
|
|
Chinese yuan
|
|
57,943
|
|
|
32,970
|
|
Euro
|
|
209,385
|
|
|
130,122
|
|
Hungarian forint
|
|
89,962
|
|
|
95,228
|
|
Japanese yen
|
|
83,503
|
|
|
53,527
|
|
Korean won
|
|
26,918
|
|
|
24,728
|
|
Malaysian ringgit
|
|
41,681
|
|
|
32,725
|
|
Total forward contracts notional amount
|
|
$
|
532,643
|
|
|
$
|
383,288
|
|
The contracts in the foregoing table had contractual maturities of 36 months or less at September 30, 2020 and December 31, 2019.
At September 30, 2020, we expect to reclassify $0.6 million of losses on derivative instruments from accumulated OCI to net sales during the next twelve months when the hedged international sales occur, $1.4 million of losses on derivative instruments from accumulated OCI to cost of sales during the next twelve months when the hedged cost of sales are incurred and $1.0 million of losses on derivative instruments from accumulated OCI to operating expenses during the next twelve months when the hedged operating expenses occur. Expected amounts are based on derivative valuations at September 30, 2020. Actual results may vary materially as a result of changes in the corresponding exchange rates subsequent to this date.
The gains and losses recognized in earnings due to hedge ineffectiveness were not material for each of the nine months ended September 30, 2020 and 2019 and are included as a component of net income under the line item “Other (expense) income.”
Other Derivatives
Other derivatives not designated as hedging instruments consist primarily of foreign currency forward contracts that we use to hedge our foreign denominated net receivable or net payable positions to help protect against the change in value caused by a fluctuation in foreign currency exchange rates. We typically attempt to hedge up to 90% of our outstanding foreign denominated net receivables or net payables and typically limit the duration of these foreign currency forward contracts to approximately 90 days or less. The gain or loss on the derivatives as well as the offsetting gain or loss on the hedge item attributable to the hedged risk is recognized in current earnings under the line item “Other (expense) income.” As of September 30, 2020 and December 31, 2019, we held foreign currency forward contracts that were not designated as hedging instruments with a notional amount of $87 million and $41 million, respectively.
The following tables present the fair value of derivative instruments on our Consolidated Balance Sheets at September 30, 2020 and December 31, 2019, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
|
|
September 30, 2020
|
|
December 31, 2019
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - ST forwards
|
|
Prepaid expenses and other current assets
|
|
$
|
2,314
|
|
|
Prepaid expenses and other current assets
|
|
$
|
7,039
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - LT forwards
|
|
Other long-term assets
|
|
2,639
|
|
|
Other long-term assets
|
|
970
|
|
Total derivatives designated as hedging instruments
|
|
|
|
$
|
4,953
|
|
|
|
|
$
|
8,009
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - ST forwards
|
|
Prepaid expenses and other current assets
|
|
$
|
411
|
|
|
Prepaid expenses and other current assets
|
|
$
|
200
|
|
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
411
|
|
|
|
|
$
|
200
|
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
|
$
|
5,364
|
|
|
|
|
$
|
8,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives
|
|
|
September 30, 2020
|
|
December 31, 2019
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - ST forwards
|
|
Other current liabilities
|
|
$
|
(5,305)
|
|
|
Other current liabilities
|
|
$
|
(2,089)
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - LT forwards
|
|
Other long-term liabilities
|
|
(4,230)
|
|
|
Other long-term liabilities
|
|
(351)
|
|
Total derivatives designated as hedging instruments
|
|
|
|
$
|
(9,535)
|
|
|
|
|
$
|
(2,440)
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - ST forwards
|
|
Other current liabilities
|
|
$
|
(1,241)
|
|
|
Other current liabilities
|
|
$
|
(432)
|
|
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
(1,241)
|
|
|
|
|
$
|
(432)
|
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
|
$
|
(10,776)
|
|
|
|
|
$
|
(2,872)
|
|
The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the three months ended September 30, 2020 and 2019, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
(In thousands)
|
(Unaudited)
|
Derivatives in Cash Flow Hedging Relationship
|
|
Gain or (Loss) Recognized in OCI on Derivative
|
|
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
|
|
Gain or (Loss) Reclassified from Accumulated OCI into Income
|
Foreign exchange contracts - forwards
|
|
$
|
(12,524)
|
|
|
Net sales
|
|
$
|
334
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - forwards
|
|
1,849
|
|
|
Cost of sales
|
|
(448)
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - forwards
|
|
1,144
|
|
|
Operating expenses
|
|
(266)
|
|
Total
|
|
$
|
(9,531)
|
|
|
|
|
$
|
(380)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
(In thousands)
|
(Unaudited)
|
Derivatives in Cash Flow Hedging Relationship
|
|
Gain or (Loss) Recognized in OCI on Derivative
|
|
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
|
|
Gain or (Loss) Reclassified from Accumulated OCI into Income
|
Foreign exchange contracts - forwards
|
|
$
|
6,736
|
|
|
Net sales
|
|
$
|
3,291
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - forwards
|
|
(2,946)
|
|
|
Cost of sales
|
|
(176)
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - forwards
|
|
(2,163)
|
|
|
Operating expenses
|
|
(112)
|
|
Total
|
|
$
|
1,627
|
|
|
|
|
$
|
3,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
Derivatives not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized in Income
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Amount of Gain (Loss) Recognized in Income
|
|
|
|
|
September 30, 2020
|
|
September 30, 2019
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
Foreign exchange contracts - forwards
|
|
Other expense (income)
|
|
$
|
(267)
|
|
|
287
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
(267)
|
|
|
$
|
287
|
|
The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the nine months ended September 30, 2020 and 2019, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
(In thousands)
|
(Unaudited)
|
Derivatives in Cash Flow Hedging Relationship
|
|
Gain or (Loss) Recognized in OCI on Derivative
|
|
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
|
|
Gain or (Loss) Reclassified from Accumulated OCI into Income
|
Foreign exchange contracts - forwards
|
|
$
|
(6,800)
|
|
|
Net sales
|
|
$
|
5,594
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - forwards
|
|
(1,898)
|
|
|
Cost of sales
|
|
(1,817)
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - forwards
|
|
(1,430)
|
|
|
Operating expenses
|
|
(1,348)
|
|
Total
|
|
(10,128)
|
|
|
|
|
$
|
2,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
(In thousands)
|
(Unaudited)
|
Derivatives in Cash Flow Hedging Relationship
|
|
Gain or (Loss) Recognized in OCI on Derivative
|
|
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
|
|
Gain or (Loss) Reclassified from Accumulated OCI into Income
|
Foreign exchange contracts - forwards
|
|
$
|
7,186
|
|
|
Net sales
|
|
$
|
7,687
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - forwards
|
|
(3,386)
|
|
|
Cost of sales
|
|
(217)
|
|
|
|
|
|
|
|
|
Foreign exchange contracts - forwards
|
|
(2,441)
|
|
|
Operating expenses
|
|
(158)
|
|
Total
|
|
$
|
1,359
|
|
|
|
|
$
|
7,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
Derivatives not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized in Income
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Amount of Gain (Loss) Recognized in Income
|
|
|
|
|
September 30, 2020
|
|
September 30, 2019
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
Foreign exchange contracts - forwards
|
|
Other income (expense)
|
|
$
|
(163)
|
|
|
(82)
|
|
Total
|
|
|
|
$
|
(163)
|
|
|
$
|
(82)
|
|
Note 6 – Inventories, net
Inventories, net consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31,
|
(In thousands)
|
|
(Unaudited)
|
|
2019
|
|
|
|
|
|
Raw materials
|
|
$
|
110,773
|
|
|
$
|
110,078
|
|
Work-in-process
|
|
12,235
|
|
|
10,613
|
|
Finished goods
|
|
86,550
|
|
|
79,719
|
|
Total
|
|
$
|
209,558
|
|
|
$
|
200,410
|
|
Note 7 – Intangible assets and goodwill, net
Intangible assets at September 30, 2020 and December 31, 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
|
(In thousands)
|
|
(Unaudited)
|
|
December 31, 2019
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
Capitalized software development costs
|
|
$
|
123,483
|
|
|
$
|
(86,096)
|
|
|
$
|
37,387
|
|
|
$
|
132,789
|
|
|
$
|
(76,910)
|
|
|
$
|
55,879
|
|
Acquired technology
|
|
105,008
|
|
|
(14,726)
|
|
|
90,282
|
|
|
91,900
|
|
|
(87,917)
|
|
|
3,983
|
|
Patents
|
|
36,531
|
|
|
(26,008)
|
|
|
10,523
|
|
|
35,609
|
|
|
(23,993)
|
|
|
11,616
|
|
Other
|
|
74,671
|
|
|
(29,796)
|
|
|
44,875
|
|
|
44,490
|
|
|
(31,885)
|
|
|
12,605
|
|
Total
|
|
$
|
339,693
|
|
|
$
|
(156,626)
|
|
|
$
|
183,067
|
|
|
$
|
304,788
|
|
|
$
|
(220,705)
|
|
|
$
|
84,083
|
|
Software development costs capitalized for the three months ended September 30, 2020 and 2019 were $(0.2) million and $2.8 million, respectively, and related amortization expense was $6.9 million and $7.1 million, respectively. For the nine months ended September 30, 2020 and 2019, capitalized software development costs were $3.1 million and $7.5 million, respectively, and related amortization expense was $21.6 million and $20.9 million, respectively. Capitalized software development costs for the three months ended September 30, 2020 and 2019 included costs related to stock-based compensation of $0.1 million and $0.2 million, respectively. For each of the nine months ended September 30, 2020 and 2019, capitalized software development costs included costs related to stock-based compensation of $0.3 million. The related amounts in the table above are net of fully amortized assets.
Amortization of capitalized software development costs is computed on an individual product basis for those products available for market and is recognized based on the product’s estimated economic life, generally three to six years. Acquired technology and other intangible assets are amortized over their useful lives, which range from three to eight years. Patents are amortized using the straight-line method over their estimated period of benefit, generally 10 to 17 years. Total intangible assets amortization expenses were $14.2 million and $9.2 million for the three months ended September 30, 2020 and 2019, respectively, and $32.9 million and $27.3 million for the nine months ended September 30, 2020 and 2019, respectively.
Goodwill
The carrying amount of goodwill as of September 30, 2020, was as follows:
|
|
|
|
|
|
|
Amount
|
|
(In thousands)
|
Balance as of December 31, 2019
|
$
|
262,242
|
|
Acquisition
|
227,280
|
|
Foreign currency translation impact
|
4,800
|
|
Divestiture
|
(7,221)
|
|
Balance as of September 30, 2020 (unaudited)
|
$
|
487,101
|
|
The excess purchase price over the fair value of assets acquired is recorded as goodwill. As businesses are acquired, we assign assets acquired (including goodwill) and liabilities assumed to either our existing reporting unit or a newly identified reporting unit as of the date of the acquisition. In the event a disposal group meets the definition of a business, goodwill is allocated to the disposal group based on the relative fair value of the disposal group to the related reporting unit. As we have one operating segment comprised of components with similar economic characteristics, we allocate goodwill to one reporting unit for goodwill impairment testing. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach based on the market capitalization of the reporting unit. Our annual impairment test is performed in the fourth quarter of each year.
No impairment of goodwill was identified during the nine months ended September 30, 2020 or the twelve months ended December 31, 2019.
Note 8 – Leases
We have operating leases for corporate offices, automobiles, and certain equipment. Our leases have remaining terms of 1 year to 94 years, some of which may include options to extend the leases for up to 9 years, and some of which may include options to terminate the leases within 1 year. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Amounts related to finance lease activities and income from leasing activities were not material for the periods presented.
The components of operating lease expense were as follows (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
(In thousands)
|
September 30, 2020
|
September 30, 2019
|
September 30, 2020
|
September 30, 2019
|
Operating Lease Cost (a)
|
$
|
4,869
|
|
$
|
5,456
|
|
$
|
15,941
|
|
$
|
16,951
|
|
(a) includes variable and short-term lease costs
|
Maturities of lease liabilities as of September 30, 2020 were as follows (unaudited):
|
|
|
|
|
|
(In thousands)
|
|
Years ending December 31,
|
Operating Leases
|
2020 (Excluding the nine months ended September 30, 2020)
|
$
|
7,012
|
|
2021
|
17,340
|
|
2022
|
11,465
|
|
2023
|
8,229
|
|
2024
|
7,062
|
|
Thereafter
|
14,161
|
|
Total future minimum lease payments
|
65,269
|
|
Less imputed interest
|
(11,325)
|
|
Total
|
$
|
53,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020, we have additional operating leases, that have not commenced during the nine months ended September 30, 2020, which were not material.
Note 9 – Income taxes
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. We had a valuation allowance of $102 million and $86 million at September 30, 2020 and December 31, 2019, respectively. A majority of the valuation allowance is related to the deferred tax assets of National Instruments Hungary Kft. ("NI Hungary").
We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns. We had $6.9 million and $6.7 million of unrecognized tax benefits at September 30, 2020 and December 31, 2019, respectively, all of which would affect our effective income tax rate if recognized. We recorded no change in unrecognized tax benefits for the three months ended September 30, 2020, as a result of the tax positions taken during prior periods. As of September 30, 2020, it is reasonably possible that we will recognize tax benefits in the amount of $2.9 million in the next twelve months due to the closing of open tax years. The nature of the uncertainty is related to deductions taken on returns that have not been examined by the applicable tax authority. Our continuing policy is to recognize interest and penalties related to income tax matters in income tax expense. As of September 30, 2020, we had approximately $0.8 million accrued for interest related to uncertain tax positions. The tax years 2013 through 2020 remain open to examination by the major taxing jurisdictions to which we are subject.
Our provision for income taxes reflected an effective tax rate of (11)% and 23% for the three months ended September 30, 2020 and 2019, respectively, and 24% and 18% for the nine months ended September 30, 2020 and 2019, respectively. For the three months ended September 30, 2020, our effective tax rate was higher than the U.S. federal statutory rate of 21% as a result of state income taxes net of federal benefit, nondeductible officer compensation, the net effect of non-permanent investment in foreign jurisdictions, nondeductible acquisition costs and the change in intercompany prepaid tax asset, offset by the research and development tax credit, an enhanced deduction for certain research and development expenses, and the deduction for foreign-derived deduction eligible income. For the nine months ended September 30, 2020, our effective tax rate was higher than the U.S. federal statutory rate of 21% as a result of state income taxes net of federal benefit, nondeductible officer compensation, the net effect of non-permanent investment in foreign jurisdictions, nondeductible acquisition costs, the change in intercompany prepaid tax asset and the gain on the sale of our AWR business, offset by the research and development tax credit, an enhanced deduction for certain research and development expenses, and the deduction for foreign-derived deduction eligible income. For the three months ended September 30, 2019, our effective tax rate was higher than the U.S. federal statutory rate of 21% as a result of state income taxes, the U.S. tax on global intangible low-taxed income, nondeductible officer compensation, and an adjustment to the one-time transition tax on deferred foreign income, offset by the research and development tax credit, an enhanced deduction for certain research and development expenses, a decrease in unrecognized tax benefits resulting from the closing of open tax years, and the deduction for foreign-derived deduction eligible income. For the nine months ended September 30, 2019, our effective tax rate was lower than the U.S. federal statutory rate of 21% as a result of an enhanced deduction for certain research and development expenses, a decrease in unrecognized tax benefits resulting from the closing of open tax years, the research and development tax credit, excess tax benefits from share-based compensation, a tax benefit from disqualifying dispositions of equity awards that do not ordinarily result in a tax benefit, and the deduction for foreign-derived deduction eligible income, offset by state income taxes, the U.S. tax on global intangible low-taxed income, nondeductible officer compensation, and an adjustment to the one-time transition tax on deferred foreign income.
Our earnings in Hungary are subject to a statutory tax rate of 9%. In addition, our research and development activities in Hungary benefit from a tax law in Hungary that provides for an enhanced deduction for qualified research and development expenses. The tax position of our Hungarian operations resulted in income tax expense of $0.1 million and $0.3 million for the three and nine months ended September 30, 2020, respectively, and income tax benefits of $1.6 million and $4.2 million for the three and nine months ended September 30, 2019, respectively.
Earnings from our operations in Malaysia are free of tax under a tax holiday effective January 1, 2013. This tax holiday expires in 2037. If we fail to satisfy the conditions of the tax holiday, this tax benefit may be terminated early. The income tax benefits of the tax holiday for the three and nine months ended September 30, 2020 were approximately $0.2 million and $0.4 million, respectively. The income tax benefits of the tax holiday for the three and nine months ended September 30, 2019 were approximately $1.8 million and $3.1 million, respectively. The impact of the tax holiday on a per share basis for the three and nine months ended September 30, 2020 was a benefit of $0.01 per share. The impact of the tax holiday on a per share basis for the three and nine months ended September 30, 2019 was a benefit of $0.01 and $0.02 per share, respectively.
No other taxing jurisdictions had a significant impact on our effective tax rate. We have not entered into any advanced pricing or other agreements with the IRS with regard to any foreign jurisdictions.
Note 10 – Comprehensive income
Our comprehensive income is comprised of net income, foreign currency translation, unrealized gains and losses on forward contracts and securities classified as available-for-sale. The accumulated OCI, net of tax, for the nine months ended September 30, 2020 and 2019, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
|
(Unaudited)
|
(In thousands)
|
|
Currency translation adjustment
|
|
Investments
|
|
Derivative instruments
|
|
Accumulated other comprehensive income/(loss)
|
Balance as of December 31, 2019
|
|
$
|
(25,831)
|
|
|
$
|
(85)
|
|
|
4,846
|
|
|
$
|
(21,070)
|
|
Current-period other comprehensive income (loss)
|
|
6,507
|
|
|
(317)
|
|
|
(7,699)
|
|
|
(1,509)
|
|
Reclassified from accumulated OCI into income
|
|
—
|
|
|
—
|
|
|
(2,429)
|
|
|
(2,429)
|
|
Income tax (benefit) expense
|
|
—
|
|
|
(45)
|
|
|
(2,223)
|
|
|
(2,268)
|
|
Balance as of September 30, 2020
|
|
$
|
(19,324)
|
|
|
$
|
(357)
|
|
|
$
|
(3,059)
|
|
|
$
|
(22,740)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
|
(Unaudited)
|
(In thousands)
|
|
Currency translation adjustment
|
|
Investments
|
|
Derivative instruments
|
|
Accumulated other comprehensive income/(loss)
|
Balance as of December 31, 2018
|
|
$
|
(22,485)
|
|
|
$
|
(1,308)
|
|
|
6,862
|
|
|
$
|
(16,931)
|
|
Current-period other comprehensive (loss) income
|
|
(9,303)
|
|
|
1,494
|
|
|
8,671
|
|
|
862
|
|
Reclassified from accumulated OCI into income
|
|
—
|
|
|
—
|
|
|
(7,312)
|
|
|
(7,312)
|
|
Income tax (benefit) expense
|
|
—
|
|
|
(11)
|
|
|
366
|
|
|
355
|
|
Balance as of September 30, 2019
|
|
$
|
(31,788)
|
|
|
$
|
197
|
|
|
$
|
7,855
|
|
|
$
|
(23,736)
|
|
Note 11 – Authorized shares of common and preferred stock and stock-based compensation plans
Authorized shares of common and preferred stock
Following approval by the Company’s Board of Directors and stockholders, on May 14, 2013, the Company’s certificate of incorporation was amended to increase the authorized shares of common stock by 180,000,000 shares to a total of 360,000,000 shares. As a result of this amendment, the total number of shares which the Company is authorized to issue is 365,000,000 shares, consisting of (i) 5,000,000 shares of preferred stock, par value $0.01 per share, and (ii) 360,000,000 shares of common stock, par value $0.01 per share.
Restricted stock unit plans
Our stockholders approved our 2005 Incentive Plan (the “2005 Plan”) in May 2005. At the time of approval, 4,050,000 shares of our common stock were reserved for issuance under the 2005 Plan, as well as the number of shares which had been reserved but not issued under our 1994 Incentive Plan (the “1994 Plan”) which terminated in May 2005, and any shares that returned to the 1994 Plan as a result of termination of options or repurchase of shares issued under such plan. The 2005 Plan provided for the granting of incentive awards in the form of restricted stock and RSUs to directors, executive officers and employees of the Company and its subsidiaries. Awards vest over a three, five or ten-year period, beginning on the date of grant. Vesting of ten-year awards may accelerate based on our previous year’s earnings and growth but ten-year awards cannot accelerate to vest over a period of less than five years. The 2005 Plan terminated on May 11, 2010, except with respect to outstanding awards previously granted thereunder. There were 3,362,304 shares of common stock that were reserved but not issued under the 2005 Plan as of May 11, 2010.
Our stockholders approved our 2010 Incentive Plan (the “2010 Plan”) on May 11, 2010. At the time of approval, 3,000,000 shares of our common stock were reserved for issuance under the 2010 Plan, as well as the 3,362,304 shares of common stock that were reserved but not issued under the 1994 Plan and the 2005 Plan as of May 11, 2010, and any shares that are returned to the 1994 Plan and the 2005 Plan as a result of the forfeiture or termination of options or RSUs or repurchase of shares issued under those plans. The 2010 Plan provided for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards vest over a three, five or ten-year period, beginning on the date of grant. Vesting of ten-year awards may accelerate based on our previous year’s earnings and growth but ten-year awards cannot accelerate to vest over a period of less than five years. The 2010 Plan terminated on May 12, 2015, except with respect to the outstanding awards previously granted thereunder. There were 2,518,416 shares of common stock that were reserved but not issued under the 2010 Plan as of May 12, 2015.
Our stockholders approved our 2015 Equity Incentive Plan (the “2015 Plan”) on May 12, 2015. At the time of approval, 3,000,000 shares of our common stock were reserved for issuance under the 2015 Plan, as well as the 2,518,416 shares of common stock that were reserved but not issued under the 2010 Plan as of May 12, 2015, and any shares that were returned to the 1994, 2005, and the 2010 Plans as a result of the forfeiture or termination of options or RSUs or repurchase of shares issued under those plans. The 2015 Plan provides for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company and such awards may be subject to performance-based vesting conditions. Awards generally vest over a three, four, five or ten-year period, beginning on the date of grant. Vesting of ten-year awards may accelerate based on our previous year’s earnings and growth but ten-year awards cannot accelerate to vest over a period of less than five years. The 2015 plan terminated on May 5, 2020, except with respect to the outstanding awards previously granted thereunder. There were 567,142 shares of common stock that were reserved but not issued under the 2015 Plan as of May 5, 2020.
Our stockholders approved our 2020 Equity Incentive Plan (the “2020 Plan”) on May 5, 2020. At the time of approval, 4,500,000 shares of our common stock were reserved for issuance under the 2020 Plan, as well as the 567,142 shares of common stock that were reserved but not issued under the 2015 Plan as of May 5, 2020, and any shares that were returned to the 2005, 2010, and 2015 Plans as a result of the forfeiture or termination of RSUs or repurchase of shares issued under those plans. The 2020 Plan provides for the granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards generally vest over a one, three or four-year period, beginning on the date of the grant and awards may be subject to performance-based vesting conditions. There were 5,141,465 shares available for grant under the 2020 Plan at September 30, 2020.
Performance-based stock units
During the nine months ended September 30, 2020 and 2019, we granted 144,647 and 92,809 PRSUs, respectively, of performance-based restricted stock units (“PRSUs”) to executive officers pursuant to the 2015 Plan. The PRSUs may be earned based on our total shareholder return ("TSR") compared to the TSR of the Russell 2000 Index (the “Index”) over a three-year performance period. For the PRSUs granted during the nine months ended September 30, 2020, the three-year performance period commenced on January 1, 2020, and will end on December 31, 2022, and for the PRSUs granted during the nine months ended September 30, 2019, the three year performance commenced on January 1, 2019 and will end on December 31, 2021, using the average daily closing price over a 30-day lookback in each case. The number of awards earned could range from zero to two times the target number of shares granted.
The fair values of PRSUs are estimated using a Monte Carlo simulation. The determination of fair value of the PRSUs are based on our stock price and a number of assumptions including the expected volatility, expected dividend yield and the risk-free interest rate. The expected volatility at the date of grant was based on the historical volatilities of our stock and the companies included in the Index over the performance period. The Monte Carlo model is based on random projections of stock-price paths and must be repeated numerous times to achieve a probabilistic assessment. The key assumptions used in valuing these market-based awards are as follows:
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
(unaudited)
|
|
September 30, 2020
|
September 30, 2019
|
Number of simulations
|
100,000
|
100,000
|
Expected volatility
|
27.41%
|
26.08%
|
Expected life in years
|
2.92 years
|
2.94 years
|
Risk-free interest rate
|
1.38%
|
2.52%
|
Dividend yield
|
2.32%
|
1.96%
|
The weighted average grant date fair value of the market-based awards, as determined by the Monte Carlo valuation model, was $61.00 per share and $57.46 per share in 2020 and 2019, respectively.
Employee stock purchase plan
Our employee stock purchase plan (“ESPP”) permits substantially all domestic employees and employees of designated subsidiaries to acquire our common stock at a purchase price of 85% of the lower of the market price at the beginning or the end of the purchase period. The plan has quarterly purchase periods generally beginning on February 1, May 1, August 1 and November 1 of each year. Employees may designate up to 15% of their compensation for the purchase of common stock under the ESPP. On May 14, 2019, our stockholders approved an additional 3,000,000 shares for issuance under our employee stock purchase plan. At September 30, 2020, we had 3,321,597 shares of common stock reserved for future issuance under the ESPP. We issued 764,173 shares under this plan in the nine months ended September 30, 2020 and the weighted average purchase price was $32.67 per share. During the nine months ended September 30, 2020, we did not make any changes in accounting principles or methods of estimates with respect to our ESPP.
Authorized Preferred Stock and Preferred Stock Purchase Rights Plan
We have 5,000,000 authorized shares of preferred stock. On January 21, 2004, our Board of Directors designated 750,000 of these shares as Series A Participating Preferred Stock in conjunction with the adoption of a Preferred Stock Rights Agreement which expired on May 10, 2014. There were no shares of preferred stock issued and outstanding at September 30, 2020.
Stock repurchases and retirements
From time to time, our Board of Directors has authorized various programs for our repurchase of shares of our common stock depending on market conditions and other factors. Under the current program, during the three months ended September 30, 2020, we repurchased 446,502 shares of our common stock at a weighted average price per share of $34.86 and during the nine months ended September 30, 2020, we repurchased 1,114,701 shares of our common stock at a weighted average price per share of $35.21. Under the current program, during the three months ended September 30, 2019, we repurchased 1,056,078 shares of our common stock at a weighted average price per share of $42.42 and during the nine months ended September 30, 2019, we repurchased 3,205,676 shares of our common stock at a weighted average price per share of $42.79. At September 30, 2020, there were 1,885,299 shares remaining available for repurchase under the stock repurchase program. The stock repurchase program does not have an expiration date.
Note 12 – Segment and geographic information
We operate as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Since we operate in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements and the notes thereto.
We sell our products in three geographic regions which consist of Americas, EMEA and APAC. Our sales to these regions share similar economic characteristics, similar product mix, similar customers, and similar distribution methods. Revenue from the sale of our products, which are similar in nature, and software maintenance is reflected as total net sales in our Consolidated Statements of Income. (See Note 2 - Revenue of Notes to Consolidated Financial Statements for total net sales by the major geographic areas in which we operate).
Based on the billing location of the customer, total sales outside the U.S. for the three months ended September 30, 2020 and 2019 were $187 million and $208 million, respectively, and $564 million and $617 million for the nine months ended September 30, 2020 and 2019, respectively. Total property and equipment, net, outside the U.S. was $135 million as of September 30, 2020 and $130 million as of December 31, 2019. Revenues and long-lived assets attributable to each individual foreign country outside of the U.S. were not material.
Note 13 – Debt
On June 12, 2020, we entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders from time to time party thereto (the “Lenders"), and Wells Fargo Bank, National Association, as the administrative agent, swingline lender and issuing lender (“Administrative Agent”), with Wells Fargo Securities, LLC and BofA Securities, Inc., as joint lead arrangers and joint bookrunners. The Credit Agreement amends and restates in its entirety and refinances our previous loan agreement, dated as of May 9, 2013, with Wells Fargo Bank, National Association, which was amended on April 16, 2020 as well as on October 29, 2015 and April 27, 2018 (the “Loan Agreement”). The Credit Agreement was subsequently amended on October 30, 2020 as further described in Note 18 – Subsequent Events of Notes to Consolidated Financial Statements.
The Credit Agreement provides for an initial $145 million credit facility consisting of a secured revolving loan facility in an aggregate principal amount of up to $75 million, including a $10 million sub-facility for the issuance of letters of credit, and a secured term loan facility in an aggregate principal amount of up to $70 million, which term loan facility is available until the date that is 60 days following the closing date of the Credit Agreement. Subject to the terms and conditions of the Credit Agreement, including obtaining commitments from existing lenders or new lenders, we may request additional term loan or revolving commitments of up to $105 million in the aggregate. Pursuant to the Credit Agreement, the revolving line of credit terminates, and all revolving loans and term loans are due and payable, on June 12, 2023. The revolving loans and term loans accrue interest, at our option, at a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) a LIBOR loan interest rate of LIBOR for an interest period of one month plus 1.00%, plus a margin of 1.25% to 1.75%, or LIBOR plus a margin of 2.25% to 2.75%, in each case with the margin being determined based upon our consolidated total leverage ratio. The term loan amortizes in quarterly payments equal to 1.25% of the original principal amount of the term loan, with the remaining outstanding balance being due and payable at maturity. The Credit Agreement contains financial covenants requiring us to maintain a maximum total leverage ratio of less than or equal to 2.75 to 1.00 and a minimum fixed charge coverage ratio of greater than or equal to 1.25 to 1.00, in each case determined in accordance with the Credit Agreement.
The Credit Agreement provides for a commitment fee of 0.375% to 0.500% per annum, determined based upon our consolidated total leverage ratio, on the average daily unused amount of the revolving committed amount, payable quarterly in arrears. In addition, we will pay commitment fees based on the applicable margin set forth in the Credit Agreement in an amount equal to 0.375% to 0.500% per annum, determined based upon our consolidated total leverage ratio, of the initial term loan as a commitment fee until such time as the initial term loan is drawn or the initial term loan commitments expire or are terminated.
The Credit Agreement requires that certain of the Company’s wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”) will enter into a guaranty agreement (“Guaranty”) in favor of the Administrative Agent guarantying our obligations under the Credit Agreement, among other things. In connection with the Credit Agreement and Guaranty, we, along with the Subsidiary Guarantors and the Administrative Agent have entered into a Collateral Agreement (“Collateral Agreement”) pursuant to which we and each Subsidiary Guarantor have granted a lien on substantially all of our assets to secure their obligations under the Credit Agreement and the Guaranty.
The Credit Agreement contains customary affirmative and negative covenants. The affirmative covenants include, among other things, delivery of financial statements, compliance certificates and notices, payment of taxes and other obligations, maintenance of existence, maintenance of properties and insurance, maintenance of books and records, and compliance with applicable laws and regulations. The negative covenants include, among other things, limitations on indebtedness, liens, mergers, consolidations, acquisitions and sales of assets, investments, changes in the nature of the business, affiliate transactions and certain restricted payments. The Credit Agreement contains customary events of default including, among other things, payment defaults, breaches of covenants or representations and warranties, cross-defaults with certain other indebtedness, bankruptcy and insolvency events, judgment defaults and change in control events, subject to grace periods in certain instances. Upon an event of default, the Administrative Agent and the Lenders may declare all or a portion of our outstanding obligations payable by us to be immediately due and payable and exercise other rights and remedies provided for under the Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Credit Agreement at a per annum rate of interest equal to 2.00% above the otherwise applicable interest rate.
Proceeds of loans made under the revolving loan facility portion of the Credit Agreement may be used for working capital and other general corporate purposes. We may prepay the loans under the Credit Agreement in whole or in part at any time without premium or penalty.
The following table presents the amounts outstanding related to our borrowing arrangements discussed above as of September 30, 2020 and December 31, 2019, respectively (unaudited, in thousands):
|
|
|
|
|
|
|
|
|
|
September 30,
|
December 31,
|
|
2020
|
2019
|
Secured
|
|
|
2020 term loan (effective interest rate of 3.0%)
|
$
|
69,125
|
|
$
|
—
|
|
2020 revolving loan facility (effective interest rate of 3.0%)
|
20,000
|
|
—
|
|
Total Debt
|
89,125
|
|
—
|
|
Less: Unamortized debt issuance costs
|
(1,336)
|
|
—
|
|
Less: Current Portion of Total Debt
|
(3,500)
|
|
—
|
|
Total Debt, non-current
|
$
|
84,289
|
|
$
|
—
|
|
Note 14 – Commitments and contingencies
We offer a one-year limited warranty on most hardware products which is included in the terms of sale of such products. We also offer optional extended warranties on our hardware products for which the related revenue is recognized ratably over the warranty period. Provision is made for estimated future warranty costs at the time of the sale for the estimated costs that may be incurred under the standard warranty. Our estimate is based on historical experience and product sales during the period. The warranty reserve for the nine months ended September 30, 2020 and 2019 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
(In thousands)
|
|
(Unaudited)
|
|
|
2020
|
|
2019
|
Balance at the beginning of the period
|
|
$
|
2,561
|
|
|
$
|
3,173
|
|
Accruals for warranties issued during the period
|
|
1,824
|
|
|
1,665
|
|
Accruals related to pre-existing warranties
|
|
405
|
|
|
(441)
|
|
Settlements made (in cash or in kind) during the period
|
|
(2,088)
|
|
|
(1,899)
|
|
Balance at the end of the period
|
|
$
|
2,702
|
|
|
$
|
2,498
|
|
As of September 30, 2020, we had non-cancelable purchase commitments with various suppliers of customized inventory and inventory components totaling approximately $5.2 million over the next twelve months.
Note 15 – Restructuring
Since the first quarter of 2017, we have been taking steps to optimize our processes, reduce job duplication, evaluate where we should shift and centralize activities, improve efficiencies, and rebalance our resources on what we believe to be higher return activities. These steps involve reductions in our overall employee headcount. The timing and scope of our headcount reductions will vary.
A summary of the charges in our consolidated statement of operations resulting from our restructuring activities is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
(In thousands)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Cost of sales
|
|
$
|
(13)
|
|
|
—
|
|
|
$
|
7
|
|
|
—
|
|
Research and development
|
|
38
|
|
|
34
|
|
|
4,716
|
|
|
690
|
|
Sales and marketing
|
|
512
|
|
|
2,993
|
|
|
8,055
|
|
|
7,958
|
|
General and administrative
|
|
121
|
|
|
990
|
|
|
683
|
|
|
2,512
|
|
Total restructuring and other related costs
|
|
$
|
658
|
|
|
4,017
|
|
|
$
|
13,461
|
|
|
11,160
|
|
A summary of balance sheet activity related to our restructuring activity is shown below:
|
|
|
|
|
|
|
Restructuring Liability
|
|
(in thousands)
|
Balance as of December 31, 2019
|
$
|
9,527
|
|
Income statement expense
|
13,461
|
|
Cash payments
|
(19,651)
|
|
Balance as of September 30, 2020
|
$
|
3,337
|
|
The liability of $3.3 million at September 30, 2020 relating to our restructuring activity is recorded in the “accrued compensation” line item of our consolidated balance sheet.
Note 16 – Litigation
We are not currently a party to any material litigation. However, in the ordinary course of our business, we have in the past, are currently and will likely become involved in various legal proceedings, claims, and regulatory, tax or government inquiries and investigations, and could incur uninsured liability in any one or more of them. We also periodically receive notifications from various third parties related to alleged infringement of patents or intellectual property rights, commercial disputes or other matters. No assurances can be given with respect to the extent or outcome of any investigation, litigation or dispute.
Note 17 – Acquisitions
Acquisition of OptimalPlus
On July 2, 2020, we completed the acquisition of Optimal Plus Ltd. (“OptimalPlus”), a global leader in data analytics software for the semiconductor, automotive and electronics industries that is based in Israel. As a result of acquiring 100% of the outstanding share capital of OptimalPlus, OptimalPlus became our wholly-owned subsidiary. This transaction is being accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of OptimalPlus have been recorded at their respective fair values as of the acquisition date. Transaction costs have been expensed as incurred.
The acquisition was funded primarily by cash on hand in addition to $70 million drawn under our term loan facility on June 30, 2020. See Note 13 – Debt of Notes to Consolidated Financial Statements for further information on our outstanding borrowings. During the nine months ended September 30, 2020, we expensed $7 million of transaction costs in connection with the acquisition of OptimalPlus, which are included in selling, general and administrative expenses.
At the acquisition date, total consideration transferred was approximately $353 million, inclusive of $18 million in cash acquired. Additionally, unvested in-the-money share options of certain OptimalPlus employees were exchanged into the right to receive deferred cash consideration in accordance with the terms of the share purchase agreement. Approximately $12 million of deferred cash consideration was allocated to post-combination expense and is not included in the total consideration transferred. The deferred cash consideration is subject to the original vesting schedule of the corresponding unvested options that were replaced and the amounts will be recognized as compensation expense over the remaining service period.
The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill generated from the acquisition is primarily attributable to expected growth in the scope of and market opportunities for our software-defined automated test and measurement platform. As a result of the structure of the transaction, the balance of goodwill is deductible in the U.S. over 15 years for income tax purposes.
Fair value of net assets acquired and liabilities assumed
The information below represents the preliminary purchase price allocation of OptimalPlus (in thousands):
|
|
|
|
|
|
|
July 2, 2020
|
Consideration Transferred
|
352,642
|
|
|
|
Cash
|
17,661
|
|
Intangible assets
|
127,600
|
|
Goodwill
|
227,280
|
|
Contract assets
|
15,454
|
|
Deferred revenue
|
(7,341)
|
|
Accounts receivable
|
4,927
|
|
Other assets and liabilities
|
(2,545)
|
|
Deferred tax liabilities
|
(30,394)
|
|
Net assets acquired
|
352,642
|
|
Our preliminary estimates of the fair value of the assets acquired and the liabilities assumed are based on the information currently available, and we are continuing to evaluate the underlying inputs and assumptions used in our valuations.
Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of acquisition. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the acquisition from those valuation would result in a corresponding increase in the amount of goodwill acquired.
Acquired intangible assets will be amortized over their estimated useful lives on a straight-line basis. The following table summarizes the preliminary purchase price allocation, and the preliminary average remaining useful lives, for identifiable intangible assets acquired (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value
|
Estimated Useful Lives (in years)
|
Customer relationships
|
30,100
|
|
5
|
|
|
|
Developed technology
|
81,400
|
|
6
|
In-process research and development (IPR&D)
|
10,200
|
|
6
|
|
|
|
Other intangibles
|
5,900
|
|
3-5
|
Total
|
127,600
|
|
|
Developed technology and IPR&D relate to software platforms for data analytics in the semiconductor, automotive, and electronic industries that combine machine-learning with a global data infrastructure to provide real-time product analytics and extract insights from data across the entire supply chain. We valued the developed technology and IPR&D using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the technology less charges representing the contribution of other assets to those cash flows. The economic useful life was determined based on the technology cycle related to each technology, as well as the cash flows over the forecast period.
Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers. Customer relationships were valued using the with-and-without-method under the income approach. In the with-and-without method, the fair value was measured by the difference between the present values of the cash flows with and without the existing customers in place over the period of time necessary to reacquire the customers. The economic useful life was determined by evaluating many factors, including the useful life of other intangible assets, the length of time remaining on the acquired contracts and the historical customer turnover rates.
Unaudited Pro Forma Information
The results of OptimalPlus have been included in our consolidated statements of income for the period subsequent to the acquisition date. The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if the OptimalPlus acquisition had occurred on January 1, 2019, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. These pro forma adjustments include additional amortization expense for the identifiable intangible assets, a reduction in revenue related to deferred revenue purchase accounting adjustments, an increase in interest expense related to the term loan entered into in connection with the acquisition, and adjustments to compensation expense for the replacement of unvested stock options discussed above, net of tax effects. For the pro forma presentation, given the assumed acquisition date of January 1, 2019, transaction and integration costs that were incurred at or subsequent to the actual acquisition date have been included in the calculation of pro forma net income for the nine months ended September 30, 2019, whereas transaction and integration costs that were incurred prior to the acquisition date have been excluded from the calculation of pro forma net income.
The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what actual results of operations would have been if the acquisition had occurred as the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the unaudited pro forma results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|
2020
|
2019
|
2020
|
2019
|
(in thousands)
|
(unaudited)
|
(unaudited)
|
Net sales
|
$
|
309,142
|
|
$
|
348,401
|
|
$
|
929,381
|
|
$
|
1,009,102
|
|
Net income
|
$
|
4,907
|
|
$
|
42,522
|
|
$
|
123,766
|
|
$
|
65,796
|
|
Note 18 – Subsequent events
Dividends
On October 28, 2020, our Board of Directors declared a quarterly cash dividend of $0.26 per common share, payable on December 7, 2020, to stockholders of record on November 16, 2020.
Credit Agreement
On October 30, 2020, we amended our existing Credit Agreement to (i) increase the revolving line of credit from $75 million to $115 million, (ii) refinance the existing $70 million term loan with a new $100 million term loan, (iii) increase our ability to borrow additional funds by amending the incremental facilities limit to $100 million plus an unlimited amount, so long as after giving effect to the incurrence of such incremental increases, on a pro forma basis, the consolidated total leverage ratio does not exceed 2.25 to 1.00, (iv) reduce the applicable margin for LIBOR loans to a range of 1.50% to 2.00% and the applicable margin for base rate loans to a range of 0.50% to 1.00%, in each case based on our consolidated total leverage ratio, and remove the LIBOR floor, (v) amend the revolving credit commitment fee of 0.375% to 0.500% per annum to 0.250% to 0.375% per annum, determined based upon our consolidated total leverage ratio, on the average daily unused amount of the revolving committed amount, payable quarterly in arrears, (vi) extend the maturity date of both the revolving line of credit and term loan from June 12, 2023 to June 12, 2024 (the “Maturity Date”), and (vi) provide that the term loan shall be paid after the effective date for the Amendment in quarterly installments equal to 1.25% of the original principal amount and shall be paid in full, with accrued interest, on the Maturity Date.
Restructuring
On October 29, 2020, we announced a workforce reduction plan (the “Plan”) intended to accelerate our growth strategy and further optimize our operations and cost structure. The Plan is expected to result in reductions to our worldwide headcount of approximately 9% over the next 9-12 months. In connection with the Plan, we currently estimate that we will incur pre-tax charges of approximately $22 million to $28 million, consisting primarily of cash termination benefits and other employee-related costs that will be paid over the next 9-12 months. We expect that the majority of these charges will be recognized during the fourth quarter of 2020.