UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 8, 2013
Fabrinet
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-34775 | Not Applicable | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town
Grand Cayman
KY1-9005
Cayman Islands
(Address of principal executive offices, including zip code)
+66 2-524-9600
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
On August 12, 2013, Fabrinet (the Company) issued a press release regarding its financial results for the fiscal quarter and year ended June 28, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal 2014 Executive Incentive Plan
On August 8, 2013, the Compensation Committee (the Committee) of the Companys board of directors adopted an executive incentive plan (the Bonus Plan) for the Companys fiscal year ending June 27, 2014 (fiscal 2014). The Bonus Plan is an incentive program designed to motivate participants to achieve the Companys financial and other performance objectives, and to reward them for their achievements when those objectives are met. All of the Companys executive officers pursuant to Section 16 of the Securities Exchange Act of 1934 are eligible to participate in the Bonus Plan (individually, a Participant, and collectively, the Participants). The Bonus Plan provides for a target bonus amount expressed as a percentage of a Participants base salary. David T. Mitchell, the Companys Chief Executive Officer, has a target bonus of 100% of base salary, and all other Participants have a target bonus of between 65% and 80% of base salary. The maximum bonus that a Participant may receive under the Bonus Plan ranges from 130% to 200% of base salary.
The amount of bonus actually paid to a Participant will be based 20% on achievement of individual performance objectives, 40% on achievement of a fiscal 2014 revenue target and 40% on achievement of a fiscal 2014 gross margin percentage target. As achievement of each financial target is considered independently from the other, the Company must meet a threshold for each factor in order for a Participant to receive any credit for that factor. If the Company achieves 100% of a target financial metric, bonuses would be paid out at 100% with respect to that financial metrics component. If the Company achieves 90% of a target financial metric, threshold bonuses would be paid out at 50% with respect to that financial metrics component. If the Company achieves 110% of a target financial metric, maximum bonuses would be paid out at 200% with respect to that financial metrics component. Achievement of the financial targets at levels between 90% and 100% and between 100% and 110% will result in a bonus amount that is scaled in a linear fashion.
Discretionary Bonuses
On August 8, 2013, the Committee approved discretionary cash bonuses to the following named executive officers, in recognition of performance for the fiscal year ended June 28, 2013:
Name |
Title |
Cash Bonus |
||||
David T. Mitchell |
Chief Executive Officer and Chairman of the Board of Directors | $ | 450,000 | |||
Dr. Harpal Gill |
President and Chief Operating Officer of Fabrinet USA, Inc.; Executive Vice President, Operations of Fabrinet Co., Ltd. | $ | 431,250 | |||
John Marchetti |
Executive Vice President, Chief Strategy Officer of Fabrinet USA, Inc. | $ | 225,000 | |||
Toh-Seng Ng |
Executive Vice President, Chief Financial Officer of Fabrinet USA, Inc. | $ | 187,500 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press release dated August 12, 2013 |
SIGNATURES
Pursuant 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 hereunto duly authorized.
FABRINET | ||
By: | /s/ Paul Kalivas | |
Paul Kalivas Chief Administrative Officer, General Counsel and Secretary |
Date: August 12, 2013
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press release dated August 12, 2013 |
Exhibit 99.1
Fabrinet Announces Fourth Quarter and Fiscal Year 2013 Financial Results
BANGKOK, Thailand August 12, 2013 Fabrinet (NYSE: FN), a leading provider of advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers of complex products, today announced its financial results for the fourth quarter and fiscal year ended June 28, 2013.
Fabrinet reported total revenue of $159.9 million for the fourth quarter of fiscal 2013, an increase of 12.0% compared to total revenue of $142.8 million for the comparable period in fiscal 2012. GAAP net income for the fourth quarter of fiscal 2013 was $15.1 million, or $0.43 per diluted share, compared to GAAP net income of $7.5 million, or $0.22 per diluted share, in the fourth quarter of fiscal 2012. Non-GAAP net income in the fourth quarter of fiscal 2013 was $12.4 million, or $0.35 per diluted share, an increase of 16.1% compared to non-GAAP net income of $10.7 million, or $0.31 per diluted share, in the same period a year ago.
For fiscal year 2013, Fabrinet reported total revenue of $641.5 million, an increase of 13.6% compared to total revenue of $564.7 million for fiscal year 2012. GAAP net income for fiscal 2013 was $69.0 million, or $1.98 per diluted share, compared to a GAAP net loss of $(56.5) million, or $(1.64) per diluted share, in fiscal 2012. Non-GAAP net income in fiscal 2013 was $50.5 million, or $1.44 per diluted share, an increase of 16.4% compared to non-GAAP net income of $43.4 million, or $1.25 per diluted share, in fiscal 2012.
Tom Mitchell, Chief Executive Officer of Fabrinet, said, "I am pleased to end the fiscal year on a positive note, with our fourth quarter results demonstrating sequential increases in revenue, margins and earnings per share. As we enter fiscal 2014, I am confident that our healthy pipeline of new business, strong customer relationships and intense focus on quality and total customer satisfaction, will deliver another year of profitable growth.
Business Outlook
Based on information available as of August 12, 2013, Fabrinet is issuing guidance for the first quarter of fiscal 2014 as follows:
Fabrinet expects first quarter revenue to be in the range of $158 million to $162 million. GAAP net income per share is expected to be in the range of $0.46 to $0.48 with expected non-GAAP net income per share of $0.31 to $0.33, based on approximately 35 million fully diluted shares outstanding.
Conference Call Information
What: |
Fabrinet Fourth Quarter and Fiscal Year 2013 Financial Results Conference Call | |
When: |
Monday, August 12, 2013 | |
Time: |
5:00 p.m. ET | |
Live Call: |
(888) 357-3694, domestic | |
(253) 237-1137, international | ||
Passcode: 21827886 | ||
Replay: |
(855) 859-2056, domestic | |
(404) 537-3406, international | ||
Passcode: 21827886 | ||
Webcast: |
http://investor.fabrinet.com (live and replay) |
This press release and any other information related to the call will also be posted on Fabrinets website at http://investor.fabrinet.com. A recorded version of this webcast will be available approximately two hours after the call and will be archived on Fabrinets website for a period of one year.
Page 1
Investor Conferences
Management will be presenting at the Deutsche Bank dbAccess Technology Conference in Las Vegas on Tuesday, September 10, 2013.
About Fabrinet
Fabrinet is a leading provider of advanced optical packaging and precision optical, electro-mechanical, and electronic manufacturing services to original equipment manufacturers of complex products, such as optical communication components, modules and subsystems, industrial lasers and sensors. Fabrinet offers a broad range of advanced optical and electro-mechanical capabilities across the entire manufacturing process, including process design and engineering, supply chain management, manufacturing, advanced packaging, integration, final assembly and test. Fabrinet focuses on production of high complexity products in any mix and any volume. Fabrinet maintains engineering and manufacturing resources and facilities in Thailand, the Peoples Republic of China and the United States. For more information visit: www.fabrinet.com.
Forward-Looking Statements
Safe Harbor Statement Under U.S. Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include all of the statements under the Business Outlook section relating to our forecasted operating results for the first quarter of fiscal 2014. These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: less customer demand for our products and services than forecasted; less growth in the optical communications, industrial lasers and sensors markets than we forecast; difficulties expanding into additional markets, such as the semiconductor processing, biotechnology, metrology and materials processing markets; increased competition in the optical manufacturing services markets; difficulties in delivering products and services that compete effectively from a price and performance perspective; our reliance on a small number of customers and suppliers; difficulties in managing our operating costs; difficulties in managing and operating our business across multiple countries (including the U.S., Thailand and the Peoples Republic of China); and other important factors as described in reports and documents we file from time to time with the Securities and Exchange Commission (SEC), including the factors described under the section captioned Risk Factors in our quarterly report on Form 10-Q, filed on May 3, 2013. We disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
Use of Non-GAAP Financials
The Company refers to the non-GAAP financial measures cited above in making operating decisions because they provide meaningful supplemental information regarding the Companys ongoing operational performance. Non-GAAP net income excludes share-based compensation expenses, follow-on offering expenses, expenses related to reduction in workforce and income (expense) related to flooding. We have excluded these items in order to enhance investors understanding of our ongoing operations. The use of these non-GAAP financial measures has material limitations because they should not be used to evaluate our company without reference to their corresponding GAAP financial measures. As such, we compensate for these material limitations by using these non-GAAP financial measures in conjunction with GAAP financial measures.
These non-GAAP financial measures are used to: (1) measure company performance against historical results, (2) facilitate comparisons to our competitors operating results, and (3) allow greater transparency with respect to information used by management in financial and operational decision making. In addition, these non-GAAP financial measures are used to measure company performance for the purposes of determining employee incentive plan compensation.
Page 2
SOURCE: Fabrinet
Investor Contact:
Jennifer Predmore
215-428-1797
ir@fabrinet.com
Page 3
Fabrinet
Consolidated Balance Sheets
As of June 28, 2013 and June 29, 2012
(in thousands of U.S. dollars, except share data) | June 28, 2013 |
June 29, 2012 |
||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 149,716 | $ | 115,507 | ||||
Trade accounts receivable, net |
118,475 | 128,253 | ||||||
Inventory, net |
88,962 | 103,223 | ||||||
Deferred tax assets |
1,937 | 4,088 | ||||||
Prepaid expenses |
1,931 | 3,571 | ||||||
Other current assets |
3,505 | 6,029 | ||||||
|
|
|
|
|||||
Total current assets |
364,526 | 360,671 | ||||||
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|
|||||
Non-current assets |
||||||||
Property, plant and equipment, net |
97,206 | 97,923 | ||||||
Intangibles, net |
164 | 380 | ||||||
Deferred tax assets |
2,905 | 1,764 | ||||||
Deposits and other non-current assets |
107 | 624 | ||||||
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|
|
|
|||||
Total non-current assets |
100,382 | 100,691 | ||||||
|
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|
|
|||||
Total assets |
$ | 464,908 | $ | 461,362 | ||||
|
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|
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Liabilities and Shareholders Equity |
||||||||
Current liabilities |
||||||||
Long-term loans from bank, current portion |
$ | 9,668 | $ | 9,668 | ||||
Trade accounts payable |
77,139 | 86,000 | ||||||
Construction-related payable |
| 2,222 | ||||||
Income tax payable |
1,825 | 927 | ||||||
Deferred tax liability |
2,481 | 1,405 | ||||||
Accrued payroll, bonus and related expenses |
6,220 | 5,181 | ||||||
Accrued expenses |
3,121 | 2,630 | ||||||
Other payables |
5,163 | 6,601 | ||||||
Liabilities to third parties due to flood losses |
9,812 | 61,198 | ||||||
|
|
|
|
|||||
Total current liabilities |
115,429 | 175,832 | ||||||
|
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|
|
|||||
Non-current liabilities |
||||||||
Long-term loans from bank, non-current portion |
19,243 | 28,911 | ||||||
Severance liabilities |
4,382 | 4,420 | ||||||
Other non-current liabilities |
536 | 1,490 | ||||||
|
|
|
|
|||||
Total non-current liabilities |
24,161 | 34,821 | ||||||
|
|
|
|
|||||
Total liabilities |
139,590 | 210,653 | ||||||
|
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|
|
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Commitments and contingencies |
||||||||
Shareholders equity |
||||||||
Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of June 28, 2013 and June 29, 2012) |
| | ||||||
Ordinary shares (500,000,000 shares authorized, $0.01 par value; 34,634,967 shares and 34,470,829 shares issued and outstanding as of June 28, 2013 and June 29, 2012, respectively) |
346 | 345 | ||||||
Additional paid-in capital |
71,101 | 65,462 | ||||||
Retained earnings |
253,871 | 184,902 | ||||||
|
|
|
|
|||||
Total shareholders equity |
325,318 | 250,709 | ||||||
|
|
|
|
|||||
Total Liabilities and Shareholders Equity |
$ | 464,908 | $ | 461,362 | ||||
|
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|
|
Page 4
Fabrinet
Consolidated Statements of Operations
For the three and twelve months ended June 28, 2013 and June 29, 2012
Three Months Ended | Twelve Months Ended | |||||||||||||||
June 28, | June 29, | June 28, | June 29, | |||||||||||||
(in thousands of U.S. dollars, except share data) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues |
$ | 159,934 | $ | 142,757 | $ | 641,542 | $ | 564,732 | ||||||||
Cost of revenues |
(142,863 | ) | (127,537 | ) | (572,124 | ) | (502,818 | ) | ||||||||
|
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|
|||||||||
Gross profit |
17,071 | 15,220 | 69,418 | 61,914 | ||||||||||||
Selling, general and administrative expenses |
(5,340 | ) | (4,923 | ) | (23,787 | ) | (23,466 | ) | ||||||||
Income (expense) related to flooding |
6,147 | (1,398 | ) | 27,211 | (97,286 | ) | ||||||||||
Expenses related to reduction in workforce |
(2,052 | ) | (1,978 | ) | (2,052 | ) | (1,978 | ) | ||||||||
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|
|
|||||||||
Operating income (loss) |
15,826 | 6,921 | 70,790 | (60,816 | ) | |||||||||||
Interest income |
322 | 216 | 1,083 | 844 | ||||||||||||
Interest expense |
(222 | ) | (221 | ) | (1,010 | ) | (427 | ) | ||||||||
Foreign exchange (loss) gain, net |
(731 | ) | 255 | 354 | 1,569 | |||||||||||
Other income |
180 | 182 | 692 | 395 | ||||||||||||
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|
|||||||||
Income (loss) before income taxes |
15,375 | 7,353 | 71,909 | (58,435 | ) | |||||||||||
Income tax (expense) benefit |
(233 | ) | 104 | (2,940 | ) | 1,968 | ||||||||||
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|
|||||||||
Net income (loss) |
$ | 15,142 | $ | 7,457 | $ | 68,969 | $ | (56,467 | ) | |||||||
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|
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Earnings (loss) per share |
||||||||||||||||
Basic |
$ | 0.44 | $ | 0.22 | $ | 2.00 | $ | (1.64 | ) | |||||||
Diluted |
$ | 0.43 | $ | 0.22 | $ | 1.98 | $ | (1.64 | ) | |||||||
Weighted average number of ordinary shares outstanding |
||||||||||||||||
Basic |
34,629 | 34,469 | 34,557 | 34,382 | * | |||||||||||
Diluted |
35,000 | 34,624 | 34,846 | 34,382 | * |
* | In accordance with the antidilutive provisions of ASC 260-10-45, basic and dilutive shares are the same for twelve months ended June 29, 2012 |
Page 5
Fabrinet
Consolidated Statements of Cash Flows
For the twelve months ended June 28, 2013 and June 29, 2012
Twelve Months Ended | ||||||||
June 28, | June 29, | |||||||
(in thousands of U. S. dollars) | 2013 | 2012 | ||||||
Cash flows from operating activities |
||||||||
Net income (loss) for the year |
$ | 68,969 | $ | (56,467 | ) | |||
Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
Depreciation |
9,994 | 9,339 | ||||||
Amortization of intangibles |
217 | 374 | ||||||
(Gain) write-off on disposal of property, plant and equipment |
(24 | ) | 17 | |||||
Income related to flooding |
(29,465 | ) | | |||||
Proceeds from insurers for business interruption losses related to flooding |
13,143 | | ||||||
Proceeds from insurers for inventory losses related to flooding |
11,419 | | ||||||
(Reversal of) allowance for doubtful accounts |
(94 | ) | 124 | |||||
Unrealized (gain) loss on exchange rate and fair value of derivative |
(1,043 | ) | (925 | ) | ||||
Share-based compensation |
5,100 | 4,649 | ||||||
Deferred income tax |
2,086 | (2,242 | ) | |||||
Other non-cash expenses |
(89 | ) | 93 | |||||
(Reversal of) inventory obsolescence |
(584 | ) | 499 | |||||
Loss from written-off assets and liabilities to third parties due to flood losses |
2,255 | 83,871 | ||||||
Changes in operating assets and liabilities |
||||||||
Trade accounts receivable |
4,739 | (10,672 | ) | |||||
Inventory |
14,229 | (13,867 | ) | |||||
Other current assets and non-current assets |
(1,207 | ) | (5,291 | ) | ||||
Trade accounts payable |
(8,861 | ) | (6,563 | ) | ||||
Income tax payable |
(5 | ) | (1,505 | ) | ||||
Other current liabilities and non-current liabilities |
(35 | ) | 817 | |||||
Liabilities to third parties due to flood losses |
(41,994 | ) | | |||||
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|
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Net cash provided by operating activities |
48,750 | 2,251 | ||||||
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|
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Cash flows from investing activities |
||||||||
Purchase of property, plant and equipment |
(10,793 | ) | (35,535 | ) | ||||
Purchase of intangibles |
(2 | ) | (147 | ) | ||||
Purchase of assets for lease under direct financing leases |
| (2,940 | ) | |||||
Proceeds from direct financing leases |
| 1,217 | ||||||
Proceeds from disposal of property, plant and equipment |
29 | 27 | ||||||
Proceeds from insurers in settlement of claims related to flood damage |
4,904 | | ||||||
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Net cash used in investing activities |
(5,862 | ) | (37,378 | ) | ||||
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Cash flows from financing activities |
||||||||
Receipt of long-term loans from bank |
| 28,000 | ||||||
Repayment of long-term loans from bank |
(9,668 | ) | (5,798 | ) | ||||
Proceeds from issuance of ordinary shares under employee share option plans |
561 | 1,000 | ||||||
Withholding tax related to net share settlement of restricted share units |
(21 | ) | | |||||
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|
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Net cash (used in) provided by financing activities |
(9,128 | ) | 23,202 | |||||
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|
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Net increase (decrease) in cash and cash equivalents |
$ | 33,760 | $ | (11,925 | ) | |||
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Page 6
Fabrinet
Consolidated Statements of Cash Flows
For the twelve months ended June 28, 2013 and June 29, 2012
Twelve Months Ended | ||||||||
(in thousands of U.S. dollars) | June 28, 2013 |
June 29, 2012 |
||||||
Movement in cash and cash equivalents |
||||||||
Cash and cash equivalents at beginning of period |
$ | 115,507 | $ | 127,282 | ||||
Increase (decrease) in cash and cash equivalents |
33,760 | (11,925 | ) | |||||
Effect of exchange rate on cash and cash equivalents |
449 | 150 | ||||||
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|
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Cash and cash equivalents at end of period |
$ | 149,716 | $ | 115,507 | ||||
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Page 7
Fabrinet
Reconciliation of GAAP measures to non-GAAP measures
(in thousands of U.S. dollars, except per share data)
(unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||||||||
June 28, | June 28, | June 29, | June 29, | June 28, | June 28, | June 29, | June 29, | |||||||||||||||||||||||||
2013 | 2013 | 2012 | 2012 | 2013 | 2013 | 2012 | 2012 | |||||||||||||||||||||||||
Net income | Diluted EPS | Net loss | Diluted EPS | Net income | Diluted EPS | Net loss | Diluted EPS | |||||||||||||||||||||||||
GAAP measures |
15,142 | 0.43 | 7,457 | 0.22 | 68,969 | 1.98 | (56,467 | ) | (1.64 | ) | ||||||||||||||||||||||
Items reconciling GAAP net income (loss) & EPS to non-GAAP net income & EPS: |
||||||||||||||||||||||||||||||||
Related to cost of revenues: |
||||||||||||||||||||||||||||||||
Share-based compensation expenses |
186 | 0.01 | 254 | 0.01 | 1,105 | 0.03 | 1,546 | 0.04 | ||||||||||||||||||||||||
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|
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Total related to gross profit |
186 | 0.01 | 254 | 0.01 | 1,105 | 0.03 | 1,546 | 0.04 | ||||||||||||||||||||||||
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Related to selling, general and administrative expenses: |
||||||||||||||||||||||||||||||||
Share-based compensation expenses |
945 | 0.03 | 464 | 0.01 | 3,995 | 0.11 | 3,103 | 0.09 | ||||||||||||||||||||||||
Follow-on offering expenses |
(79 | ) | (0.00 | ) | | | 393 | 0.01 | | | ||||||||||||||||||||||
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|
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Total related to selling, general and administrative expenses |
866 | 0.02 | 464 | 0.01 | 4,388 | 0.12 | 3,103 | 0.09 | ||||||||||||||||||||||||
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Related to other incomes and other expenses: |
||||||||||||||||||||||||||||||||
(Income) expense related to flooding |
(6,147 | ) | (0.17 | ) | 1,398 | 0.04 | (27,211 | ) | (0.77 | ) | 97,286 | 2.80 | ||||||||||||||||||||
Expenses related to reduction in workforce |
2,052 | 0.06 | 1,978 | 0.06 | 2,052 | 0.06 | 1,978 | 0.06 | ||||||||||||||||||||||||
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Total related to other incomes and other expenses |
(4,095 | ) | (0.12 | ) | 3,376 | 0.10 | (25,159 | ) | (0.72 | ) | 99,264 | 2.85 | ||||||||||||||||||||
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Related to income tax expense (benefit) |
||||||||||||||||||||||||||||||||
Income tax expense (benefit) |
272 | 0.01 | (893 | ) | (0.03 | ) | 1,179 | 0.03 | (4,095 | ) | (0.12 | ) | ||||||||||||||||||||
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Total related to income tax expense (benefit) |
272 | 0.01 | (893 | ) | (0.03 | ) | 1,179 | 0.03 | (4,095 | ) | (0.12 | ) | ||||||||||||||||||||
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Total related to net income & EPS |
(2,771 | ) | (0.08 | ) | 3,201 | 0.09 | (18,487 | ) | (0.53 | ) | 99,818 | 2.87 | ||||||||||||||||||||
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Non-GAAP measures |
12,371 | 0.35 | 10,658 | 0.31 | 50,482 | 1.44 | 43,351 | 1.25 | ||||||||||||||||||||||||
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Shares used in computing diluted net income per share |
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GAAP diluted shares |
35,000 | 34,624 | 34,846 | 34,382 | ||||||||||||||||||||||||||||
Non-GAAP diluted shares |
35,240 | 34,748 | 35,159 | 34,769 |
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