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)
May 5, 2014
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
(Registrant’s 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 May 5, 2014, Fabrinet issued a press release regarding its financial results for the fiscal quarter ended March 28, 2014. 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 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release dated May 5, 2014 | |
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/ Toh-Seng Ng | |
| Toh-Seng Ng Executive Vice President, Chief Financial Officer | ||
Date: May 5, 2014
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated May 5, 2014 | |
Exhibit 99.1
Fabrinet Announces Third Quarter 2014 Financial Results
BANGKOK, Thailand – May 5, 2014 – 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 third quarter ended March 28, 2014.
Fabrinet reported total revenue of $167.7 million for the third quarter of fiscal 2014, an increase of 7.8% compared to total revenue of $155.6 million for the comparable period in fiscal 2013. GAAP net income for the third quarter of fiscal 2014 was $47.7 million, or $1.33 per diluted share, compared to GAAP net income of $21.1 million, or $0.61 per diluted share, in the third quarter of fiscal 2013. Non-GAAP net income in the third quarter of fiscal 2014 was $12.3 million, or $0.34 per diluted share, an increase of 6.6% compared to non-GAAP net income of $11.5 million, or $0.33 per diluted share, in the same period a year ago.
Tom Mitchell, Chief Executive Officer of Fabrinet, said, “The third quarter was another period of solid execution for the company, with revenue and non-GAAP earnings per share demonstrating growth over the prior year. With industry demand showing signs of improving, I am confident that we will continue to execute on our vision of providing world-class service to our customers and delivering profitable growth for our shareholders.”
Business Outlook
Based on information available as of May 5, 2014, Fabrinet is issuing guidance for the fourth quarter of fiscal 2014 as follows:
Fabrinet expects fourth quarter revenue to be in the range of $169 million to $173 million. GAAP net income per share is expected to be in the range of $0.29 to $0.31 with expected non-GAAP net income per share of $0.33 to $0.35, based on approximately 36 million fully diluted shares outstanding.
Conference Call Information
| What: | Fabrinet Third Quarter 2014 Financial Results Conference Call | |
| When: | Monday, May 5, 2014 | |
| Time: | 5:00 p.m. ET | |
| Live Call: | (888) 357-3694, domestic | |
| (253) 237-1137, international | ||
| Passcode: 27086704 | ||
| Replay: | (855) 859-2056, domestic | |
| (404) 537-3406, international | ||
| Passcode: 27086704 | ||
| Webcast: | http://investor.fabrinet.com (live and replay) | |
This press release and any other information related to the call will also be posted on Fabrinet’s 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 Fabrinet’s website for a period of one year.
Investor Conferences
Management will be presenting at the JP Morgan TMT Conference in Boston on Monday, May 19, 2014.
Page 1
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 People’s 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 fourth quarter of fiscal 2014 and the statements regarding our delivery of profitable growth. 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 People’s 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 February 4, 2014. 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 Company’s ongoing operational performance. Non-GAAP net income excludes share-based compensation expenses, income related to flooding, executive separation costs and follow-on offering expenses. 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 March 28, 2014 and June 28, 2013
| (in thousands of U.S. dollars, except share data) | March 28, 2014 |
June 28, 2013 |
||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 233,664 | $ | 149,716 | ||||
| Trade accounts receivable, net |
118,500 | 118,475 | ||||||
| Inventory, net |
107,826 | 88,962 | ||||||
| Deferred tax assets |
1,779 | 1,937 | ||||||
| Prepaid expenses |
2,097 | 1,931 | ||||||
| Other current assets |
2,357 | 3,505 | ||||||
|
|
|
|
|
|||||
| Total current assets |
466,223 | 364,526 | ||||||
|
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|
|
|||||
| Non-current assets |
||||||||
| Property, plant and equipment, net |
98,782 | 97,206 | ||||||
| Intangibles, net |
93 | 164 | ||||||
| Deferred tax assets |
2,905 | 2,905 | ||||||
| Deposits and other non-current assets |
91 | 107 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
101,871 | 100,382 | ||||||
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|
|
|||||
| Total assets |
$ | 568,094 | $ | 464,908 | ||||
|
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|
|||||
| Liabilities and Shareholders’ Equity |
||||||||
| Current liabilities |
||||||||
| Long-term loans from bank, current portion |
$ | 9,660 | $ | 9,668 | ||||
| Trade accounts payable |
101,531 | 77,139 | ||||||
| Income tax payable |
699 | 1,825 | ||||||
| Deferred tax liability |
2,191 | 2,481 | ||||||
| Accrued payroll, bonus and related expenses |
9,182 | 6,220 | ||||||
| Accrued expenses |
3,872 | 3,121 | ||||||
| Other payables |
8,834 | 5,163 | ||||||
| Liabilities to third parties due to flood losses |
— | 9,812 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
135,969 | 115,429 | ||||||
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|
|||||
| Non-current liabilities |
||||||||
| Long-term loans from bank, non-current portion |
12,000 | 19,243 | ||||||
| Severance liabilities |
4,539 | 4,382 | ||||||
| Other non-current liabilities |
573 | 536 | ||||||
|
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|
|
|||||
| Total non-current liabilities |
17,112 | 24,161 | ||||||
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|
|
|
|||||
| Total liabilities |
153,081 | 139,590 | ||||||
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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 March 28, 2014 and June 28, 2013) |
— | — | ||||||
| Ordinary shares (500,000,000 shares authorized, $0.01 par value; 35,104,766 shares and 34,634,967 shares issued and outstanding as of March 28, 2014 and June 28, 2013, respectively) |
351 | 346 | ||||||
| Additional paid-in capital |
79,393 | 71,101 | ||||||
| Retained earnings |
335,269 | 253,871 | ||||||
|
|
|
|
|
|||||
| Total shareholders’ equity |
415,013 | 325,318 | ||||||
|
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|
|
|
|||||
| Total Liabilities and Shareholders’ Equity |
$ | 568,094 | $ | 464,908 | ||||
|
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|
|
|
|||||
Page 4
Fabrinet
Consolidated Statements of Operations
For the three and nine months ended March 28, 2014 and March 29, 2013
| Three Months Ended | Nine Months Ended | |||||||||||||||
| (in thousands of U.S. dollars, except share data) | March 28, 2014 |
March 29, 2013 |
March 28, 2014 |
March 29, 2013 |
||||||||||||
| Revenues |
$ | 167,657 | $ | 155,557 | $ | 517,770 | $ | 481,608 | ||||||||
| Cost of revenues |
(150,374 | ) | (139,302 | ) | (461,312 | ) | (429,261 | ) | ||||||||
|
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|
|
|||||||||
| Gross profit |
17,283 | 16,255 | 56,458 | 52,347 | ||||||||||||
| Selling, general and administrative expenses |
(7,352 | ) | (6,801 | ) | (20,959 | ) | (18,447 | ) | ||||||||
| Income related to flooding, net |
38,151 | 11,419 | 44,748 | 21,064 | ||||||||||||
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|
|
|||||||||
| Operating income |
48,082 | 20,873 | 80,247 | 54,964 | ||||||||||||
| Interest income |
560 | 302 | 1,262 | 761 | ||||||||||||
| Interest expense |
(172 | ) | (239 | ) | (566 | ) | (788 | ) | ||||||||
| Foreign exchange (loss) gain, net |
(254 | ) | 978 | 46 | 1,085 | |||||||||||
| Other income |
173 | 139 | 544 | 512 | ||||||||||||
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|
|||||||||
| Income before income taxes |
48,389 | 22,053 | 81,533 | 56,534 | ||||||||||||
| Income tax expense |
(727 | ) | (927 | ) | (135 | ) | (2,707 | ) | ||||||||
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|
|||||||||
| Net income |
$ | 47,662 | $ | 21,126 | $ | 81,398 | $ | 53,827 | ||||||||
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|
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| Earnings per share |
||||||||||||||||
| Basic |
$ | 1.36 | $ | 0.61 | $ | 2.33 | $ | 1.56 | ||||||||
| Diluted |
$ | 1.33 | $ | 0.61 | $ | 2.29 | $ | 1.55 | ||||||||
| Weighted average number of ordinary shares outstanding |
||||||||||||||||
| (thousands of shares) |
||||||||||||||||
| Basic |
35,078 | 34,596 | 34,878 | 34,532 | ||||||||||||
| Diluted |
35,790 | 34,909 | 35,504 | 34,794 | ||||||||||||
Page 5
Fabrinet
Consolidated Statements of Cash Flows
For the nine months ended March 28, 2014 and March 29, 2013
| Nine Months Ended | ||||||||
| (in thousands of U. S. dollars) | March 28, 2014 |
March 29, 2013 |
||||||
| Cash flows from operating activities |
| |||||||
| Net income for the period |
$ | 81,398 | $ | 53,827 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
| Depreciation |
7,685 | 7,512 | ||||||
| Amortization of intangibles |
72 | 185 | ||||||
| Gain on disposal of property, plant and equipment |
(1 | ) | (23 | ) | ||||
| Income related to flooding |
(45,211 | ) | (21,064 | ) | ||||
| Proceeds from insurers for business interruption losses related to flooding |
— | 4,741 | ||||||
| Proceeds from insurers for inventory losses related to flooding |
7,416 | 11,419 | ||||||
| Reversal of allowance for doubtful accounts |
(62 | ) | (94 | ) | ||||
| Unrealized loss (gain) on exchange rate and fair value of derivative |
1,027 | (1,566 | ) | |||||
| Share-based compensation |
4,538 | 3,969 | ||||||
| Deferred income tax |
(132 | ) | 1,615 | |||||
| Other non-cash expenses |
255 | 598 | ||||||
| Reversal of uncertain tax positions |
(1,538 | ) | — | |||||
| Inventory obsolescence (reversal of) |
673 | (589 | ) | |||||
| Changes in operating assets and liabilities |
||||||||
| Trade accounts receivable |
37 | 3,421 | ||||||
| Inventory |
(19,537 | ) | 8,945 | |||||
| Other current assets and non-current assets |
(889 | ) | (2,775 | ) | ||||
| Trade accounts payable |
24,392 | (11,671 | ) | |||||
| Income tax payable |
351 | 818 | ||||||
| Other current liabilities and non-current liabilities |
5,642 | 48 | ||||||
| Liabilities to third parties due to flood losses |
(7,512 | ) | (8,059 | ) | ||||
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|
|||||
| Net cash provided by operating activities |
58,604 | 51,257 | ||||||
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| Cash flows from investing activities |
|
|||||||
| Purchase of property, plant and equipment |
(7,280 | ) | (8,634 | ) | ||||
| Purchase of Intangibles |
(1 | ) | (1 | ) | ||||
| Proceeds from disposal of property, plant and equipment |
1 | 25 | ||||||
| Proceeds from insurers in settlement of claims related to flood damage |
37,795 | 4,904 | ||||||
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|
|||||
| Net cash provided by (used in) investing activities |
30,515 | (3,706 | ) | |||||
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| Cash flows from financing activities |
||||||||
| Repayment of long-term loans from bank |
(7,251 | ) | (7,251 | ) | ||||
| Proceeds from issuance of ordinary shares under employee share option plans |
3,956 | 528 | ||||||
| Withholding tax related to net share settlement of restricted share units |
(198 | ) | (21 | ) | ||||
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|
|||||
| Net cash used in financing activities |
(3,493 | ) | (6,744 | ) | ||||
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| Net increase in cash and cash equivalents |
$ | 85,626 | $ | 40,807 | ||||
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Page 6
Fabrinet
Consolidated Statements of Cash Flows
For the nine months ended March 28, 2014 and March 29, 2013
| Nine Months Ended | ||||||||
| (in thousands of U.S. dollars) | March 28, 2014 |
March 29, 2013 |
||||||
| Movement in cash and cash equivalents |
||||||||
| Cash and cash equivalents at beginning of period |
$ | 149,716 | $ | 115,507 | ||||
| Increase in cash and cash equivalents |
85,626 | 40,807 | ||||||
| Effect of exchange rate on cash and cash equivalents |
(1,678 | ) | 1,165 | |||||
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| Cash and cash equivalents at end of period |
$ | 233,664 | $ | 157,479 | ||||
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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 | Nine Months Ended | |||||||||||||||||||||||||||||||
| March 28, | March 28, | March 29, | March 29, | March 28, | March 28, | March 29, | March 29, | |||||||||||||||||||||||||
| 2014 | 2014 | 2013 | 2013 | 2014 | 2014 | 2013 | 2013 | |||||||||||||||||||||||||
| Net income | Diluted EPS | Net income | Diluted EPS | Net income | Diluted EPS | Net income | Diluted EPS | |||||||||||||||||||||||||
| GAAP measures |
47,662 | 1.33 | 21,126 | 0.61 | 81,398 | 2.29 | 53,827 | 1.55 | ||||||||||||||||||||||||
| Items reconciling GAAP net income & EPS to non-GAAP net income & EPS: |
||||||||||||||||||||||||||||||||
| Related to cost of revenues: |
||||||||||||||||||||||||||||||||
| Share-based compensation expenses |
290 | 0.01 | 275 | 0.01 | 888 | 0.03 | 919 | 0.03 | ||||||||||||||||||||||||
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|||||||||||||||||
| Total related to gross profit |
290 | 0.01 | 275 | 0.01 | 888 | 0.03 | 919 | 0.03 | ||||||||||||||||||||||||
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| Related to selling, general and administrative expenses: |
||||||||||||||||||||||||||||||||
| Share-based compensation expenses |
1,188 | 0.03 | 1,062 | 0.03 | 3,650 | 0.10 | 3,050 | 0.09 | ||||||||||||||||||||||||
| Executive separation cost |
547 | 0.02 | — | — | 547 | 0.02 | — | — | ||||||||||||||||||||||||
| Follow-on offering expenses |
— | — | 472 | 0.01 | — | — | 472 | 0.01 | ||||||||||||||||||||||||
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|||||||||||||||||
| Total related to selling, general and administrative expenses |
1,735 | 0.05 | 1,534 | 0.04 | 4,197 | 0.12 | 3,522 | 0.10 | ||||||||||||||||||||||||
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| Related to other incomes and other expenses: |
||||||||||||||||||||||||||||||||
| Income related to flooding, net |
(38,151 | ) | (1.07 | ) | (11,419 | ) | (0.32 | ) | (44,004 | ) | (1.24 | ) | (21,064 | ) | (0.60 | ) | ||||||||||||||||
| Unrealized loss on exchange, net of interest income incurred from income related to flooding |
744 | 0.02 | — | — | — | — | — | — | ||||||||||||||||||||||||
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| Total related to other incomes and other expenses |
(37,407 | ) | (1.05 | ) | (11,419 | ) | (0.32 | ) | (44,004 | ) | (1.24 | ) | (21,064 | ) | (0.60 | ) | ||||||||||||||||
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|||||||||||||||||
| Related to income tax expense |
||||||||||||||||||||||||||||||||
| Income tax expense |
— | — | — | — | — | — | 907 | 0.03 | ||||||||||||||||||||||||
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|||||||||||||||||
| Total related to income tax expense |
— | — | — | — | — | — | 907 | 0.03 | ||||||||||||||||||||||||
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| Total related to net income & EPS |
(35,382 | ) | (0.99 | ) | (9,610 | ) | (0.27 | ) | (38,919 | ) | (1.09 | ) | (15,716 | ) | (0.45 | ) | ||||||||||||||||
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| Non-GAAP measures |
12,280 | 0.34 | 11,516 | 0.33 | 42,479 | 1.20 | 38,111 | 1.08 | ||||||||||||||||||||||||
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| Shares used in computing diluted net income per share |
||||||||||||||||||||||||||||||||
| GAAP diluted shares |
35,790 | 34,909 | 35,504 | 34,794 | ||||||||||||||||||||||||||||
| Non-GAAP diluted shares |
35,790 | 35,225 | 35,504 | 35,132 | ||||||||||||||||||||||||||||
Page 8