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 4, 2015
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 4, 2015, Fabrinet issued a press release regarding its financial results for the fiscal quarter ended March 27, 2015. 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 4, 2015 | |
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 4, 2015
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated May 4, 2015 | |
Exhibit 99.1
Fabrinet Announces Third Quarter Fiscal 2015 Financial Results
BANGKOK, Thailand – May 4, 2015 – 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 27, 2015.
Fabrinet reported total revenue of $189.5 million for the third quarter of fiscal 2015, an increase of 13% compared to total revenue of $167.7 million for the comparable period in fiscal 2014. GAAP net income for the third quarter of fiscal 2015 was $10.8 million, or $0.30 per diluted share, compared to GAAP net income of $47.7 million, or $1.33 per diluted share, in the third quarter of fiscal 2014. GAAP net income for the third quarter of fiscal 2014 was positively impacted by $38.2 million, or $1.07 per diluted share, due to the collection of final insurance proceeds. Non-GAAP net income in the third quarter of fiscal 2015 was $13.0 million, or $0.36 per diluted share, compared to non-GAAP net income of $12.3 million, or $0.34 per diluted share, in the same period a year ago.
Tom Mitchell, Chief Executive Officer of Fabrinet, said, “Our third quarter results were solid, with revenue and EPS ahead of our expectations. Our initiatives to expand our new product introduction and advanced packaging capabilities are well underway and we are on track to ship our first products from our new west coast facility in the current quarter.”
Business Outlook
Based on information available as of May 4, 2015, Fabrinet is issuing guidance for the fourth quarter of fiscal 2015 as follows:
Fabrinet expects fourth quarter revenue to be in the range of $195 million to $199 million. GAAP net income per share is expected to be in the range of $0.33 to $0.35 with expected non-GAAP net income per share of $0.37 to $0.39, based on approximately 36 million fully diluted shares outstanding.
Conference Call Information
| What: | Fabrinet Third Quarter 2015 Financial Results Conference Call | |
| When: | Monday, May 4, 2015 | |
| Time: | 5:00 p.m. ET | |
| Live Call: | (888) 357-3694, domestic | |
| (253) 237-1137, international | ||
| Passcode: 18428518 | ||
| Replay: | (855) 859-2056, domestic | |
| (404) 537-3406, international | ||
| Passcode: 18428518 | ||
| 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.
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 statements regarding the expected timing of shipping our first products from our new west coast facility and all of the statements under the “Business Outlook” section relating to our forecasted operating results for the fourth quarter of fiscal 2015. 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 3, 2015. 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, executive separation costs, 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.
SOURCE: Fabrinet
Investor Contact:
Jennifer Predmore
215-428-1797
ir@fabrinet.com
Page 2
Fabrinet
Consolidated Balance Sheets
As of March 27, 2015 and June 27, 2014
| (in thousands of U.S. dollars, except share data) | March 27, 2015 |
June 27, 2014 |
||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 128,946 | $ | 233,477 | ||||
| Marketable securities |
125,398 | — | ||||||
| Trade accounts receivable, net |
120,054 | 101,168 | ||||||
| Inventory, net |
126,660 | 124,570 | ||||||
| Deferred tax assets |
1,486 | 1,561 | ||||||
| Prepaid expenses |
2,272 | 1,691 | ||||||
| Other current assets |
1,822 | 2,010 | ||||||
|
|
|
|
|
|||||
| Total current assets |
506,638 | 464,477 | ||||||
|
|
|
|
|
|||||
| Non-current assets |
||||||||
| Property, plant and equipment, net |
133,998 | 97,244 | ||||||
| Intangibles, net |
45 | 72 | ||||||
| Deferred tax assets |
1,690 | 1,775 | ||||||
| Deferred debt issuance cost |
2,573 | 989 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
138,306 | 100,080 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 644,944 | $ | 564,557 | ||||
|
|
|
|
|
|||||
| Liabilities and Shareholders’ Equity |
||||||||
| Current liabilities |
||||||||
| Bank borrowings, including revolving loan and current portion of long-term loan from banks |
$ | 36,000 | $ | 6,000 | ||||
| Trade accounts payable |
103,053 | 94,853 | ||||||
| Equipment-related payable |
4,170 | 1,130 | ||||||
| Income tax payable |
979 | 1,024 | ||||||
| Accrued payroll, bonus and related expenses |
9,977 | 8,612 | ||||||
| Accrued expenses |
7,120 | 4,345 | ||||||
| Other payables |
6,258 | 4,665 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
167,557 | 120,629 | ||||||
|
|
|
|
|
|||||
| Non-current liabilities |
||||||||
| Long-term loans from bank, non-current portion |
6,000 | 10,500 | ||||||
| Deferred tax liability |
1,017 | 1,040 | ||||||
| Severance liabilities |
5,001 | 4,453 | ||||||
| Other non-current liabilities |
1,691 | 1,099 | ||||||
|
|
|
|
|
|||||
| Total non-current liabilities |
13,709 | 17,092 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
181,266 | 137,721 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Shareholders’ equity |
||||||||
| Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of March 27, 2015 and June 27, 2014) |
— | — | ||||||
| Ordinary shares (500,000,000 shares authorized, $0.01 par value; 35,426,140 shares and 35,152,772 shares issued and outstanding as of March 27, 2015 and June 27, 2014, respectively) |
354 | 352 | ||||||
| Additional paid-in capital |
87,088 | 80,882 | ||||||
| Retained earnings |
376,210 | 345,602 | ||||||
| Accumulated other comprehensive income |
26 | — | ||||||
|
|
|
|
|
|||||
| Total shareholders’ equity |
463,678 | 426,836 | ||||||
|
|
|
|
|
|||||
| Total Liabilities and Shareholders’ Equity |
$ | 644,944 | $ | 564,557 | ||||
|
|
|
|
|
|||||
Page 3
Fabrinet
Consolidated Statements of Operations and Comprehensive Income
For the three and nine months ended March 27, 2015 and March 28, 2014
| Three Months Ended | Nine Months Ended | |||||||||||||||
| March 27, | March 28, | March 27, | March 28, | |||||||||||||
| (in thousands of U.S. dollars, except share data) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
| Revenues |
$ | 189,453 | $ | 167,657 | $ | 567,131 | $ | 517,770 | ||||||||
| Cost of revenues |
(167,796 | ) | (150,374 | ) | (503,907 | ) | (461,312 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
21,657 | 17,283 | 63,224 | 56,458 | ||||||||||||
| Selling, general and administrative expenses |
(9,670 | ) | (7,352 | ) | (28,721 | ) | (20,959 | ) | ||||||||
| Expenses related to reduction in workforce |
— | — | (1,153 | ) | — | |||||||||||
| Income related to flooding, net |
— | 38,151 | — | 44,748 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
11,987 | 48,082 | 33,350 | 80,247 | ||||||||||||
| Interest income |
258 | 560 | 956 | 1,262 | ||||||||||||
| Interest expense |
(125 | ) | (172 | ) | (375 | ) | (566 | ) | ||||||||
| Foreign exchange (loss) gain, net |
(87 | ) | (254 | ) | (110 | ) | 46 | |||||||||
| Other (expense) income |
(75 | ) | 173 | (106 | ) | 544 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
11,958 | 48,389 | 33,715 | 81,533 | ||||||||||||
| Income tax expense |
(1,113 | ) | (727 | ) | (3,108 | ) | (135 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
10,845 | 47,662 | 30,607 | 81,398 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income, before tax: |
||||||||||||||||
| Change in fair value of marketable securities |
450 | — | (43 | ) | — | |||||||||||
| Less: Reclassification adjustment for net loss realized and included in net income |
62 | — | 69 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total change in unrealized gain on marketable securities, before tax |
512 | — | 26 | — | ||||||||||||
| Income tax expense related to items of other comprehensive income |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other comprehensive income, net of tax |
512 | — | 26 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net comprehensive income |
$ | 11,357 | $ | 47,662 | $ | 30,633 | $ | 81,398 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share |
||||||||||||||||
| Basic |
$ | 0.31 | $ | 1.36 | $ | 0.87 | $ | 2.33 | ||||||||
| Diluted |
$ | 0.30 | $ | 1.33 | $ | 0.85 | $ | 2.29 | ||||||||
| Weighted-average number of ordinary shares outstanding (thousands of shares) |
||||||||||||||||
| Basic |
35,406 | 35,078 | 35,328 | 34,878 | ||||||||||||
| Diluted |
36,110 | 35,790 | 35,871 | 35,504 | ||||||||||||
Page 4
Fabrinet
Consolidated Statements of Cash Flows
For the nine months ended March 27, 2015 and March 28, 2014
| Nine Months Ended | ||||||||
| March 27, | March 28, | |||||||
| (in thousands of U. S. dollars) | 2015 | 2014 | ||||||
| Cash flows from operating activities |
|
|||||||
| Net income for the period |
$ | 30,607 | $ | 81,398 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
| Depreciation |
9,261 | 7,685 | ||||||
| Amortization of intangibles |
61 | 72 | ||||||
| Loss from sales and maturities of available-for-sale securities |
62 | — | ||||||
| Gain on disposal of property, plant and equipment |
(41 | ) | (1 | ) | ||||
| Amortization of investment premium |
757 | — | ||||||
| Amortization of deferred debt issuance costs |
377 | — | ||||||
| Income related to flooding |
— | (45,211 | ) | |||||
| Proceeds from insurers for inventory losses related to flooding |
— | 7,416 | ||||||
| Reversal of allowance for doubtful accounts |
3 | (62 | ) | |||||
| Unrealized (gain) loss on exchange rate and fair value of derivative |
(55 | ) | 1,027 | |||||
| Share-based compensation |
5,806 | 4,538 | ||||||
| Deferred income tax |
137 | (132 | ) | |||||
| Other non-cash expenses |
1,141 | 255 | ||||||
| Reversal of uncertain tax positions |
— | (1,538 | ) | |||||
| Inventory obsolescence |
332 | 673 | ||||||
| Changes in operating assets and liabilities |
||||||||
| Trade accounts receivable |
(18,889 | ) | 37 | |||||
| Inventory |
(2,422 | ) | (19,537 | ) | ||||
| Other current assets and non-current assets |
(574 | ) | (889 | ) | ||||
| Trade accounts payable |
8,200 | 24,392 | ||||||
| Income tax payable |
(45 | ) | 351 | |||||
| Other current liabilities and non-current liabilities |
5,763 | 5,642 | ||||||
| Liabilities to third parties due to flood losses |
— | (7,512 | ) | |||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
40,481 | 58,604 | ||||||
|
|
|
|
|
|||||
| Cash flows from investing activities |
||||||||
| Purchase of available-for-sale securities |
(159,396 | ) | — | |||||
| Proceeds from sales of available-for-sale securities |
22,873 | — | ||||||
| Proceeds from maturities of available-for-sale securities |
10,332 | — | ||||||
| Purchase of property, plant and equipment |
(42,980 | ) | (7,280 | ) | ||||
| Purchase of intangibles |
(34 | ) | (1 | ) | ||||
| Proceeds from disposal of property, plant and equipment |
46 | 1 | ||||||
| Proceeds from insurers in settlement of claims related to flood damage |
— | 37,795 | ||||||
|
|
|
|
|
|||||
| Net cash (used in) provided by investing activities |
(169,159 | ) | 30,515 | |||||
|
|
|
|
|
|||||
| Cash flows from financing activities |
||||||||
| Payment of debt issuance costs |
(1,780 | ) | — | |||||
| Proceed from revolving loan |
30,000 | — | ||||||
| Repayment of long-term loans from bank |
(4,500 | ) | (7,251 | ) | ||||
| Proceeds from issuance of ordinary shares under employee share option plans |
736 | 3,956 | ||||||
| Withholding tax related to net share settlement of restricted share units |
(334 | ) | (198 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by (used in) financing activities |
24,122 | (3,493 | ) | |||||
|
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|
|
|
|||||
| Net (decrease) increase in cash and cash equivalents |
$ | (104,556 | ) | $ | 85,626 | |||
|
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|
|
|
|||||
Page 5
Fabrinet
Consolidated Statements of Cash Flows (continued)
For the nine months ended March 27, 2015 and March 28, 2014
| Nine Months Ended | ||||||||
| March 27, | March 28, | |||||||
| (in thousands of U. S. dollars) | 2015 | 2014 | ||||||
| Movement in cash and cash equivalents |
||||||||
| Cash and cash equivalents at beginning of period |
$ | 233,477 | $ | 149,716 | ||||
| (Decrease) increase in cash and cash equivalents |
(104,556 | ) | 85,626 | |||||
| Effect of exchange rate on cash and cash equivalents |
25 | (1,678 | ) | |||||
|
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|
|||||
| Cash and cash equivalents at end of period |
$ | 128,946 | $ | 233,664 | ||||
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|
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Page 6
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 27, | March 27, | March 28, | March 28, | March 27, | March 27, | March 28, | March 28, | |||||||||||||||||||||||||
| 2015 | 2015 | 2014 | 2014 | 2015 | 2015 | 2014 | 2014 | |||||||||||||||||||||||||
| Net income | Diluted EPS | Net income | Diluted EPS | Net income | Diluted EPS | Net income | Diluted EPS | |||||||||||||||||||||||||
| GAAP measures |
10,845 | 0.30 | 47,662 | 1.33 | 30,607 | 0.85 | 81,398 | 2.29 | ||||||||||||||||||||||||
| Items reconciling GAAP net income & EPS to non-GAAP net income & EPS: |
||||||||||||||||||||||||||||||||
| Related to cost of revenues: |
||||||||||||||||||||||||||||||||
| Share-based compensation expenses |
379 | 0.01 | 290 | 0.01 | 1,107 | 0.03 | 888 | 0.03 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total related to gross profit |
379 | 0.01 | 290 | 0.01 | 1,107 | 0.03 | 888 | 0.03 | ||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|||||||||||||||||
| Related to selling, general and administrative expenses: |
||||||||||||||||||||||||||||||||
| Share-based compensation expenses |
1,630 | 0.05 | 1,188 | 0.03 | 4,699 | 0.13 | 3,650 | 0.10 | ||||||||||||||||||||||||
| Executive separation cost |
— | — | 547 | 0.02 | — | — | 547 | 0.02 | ||||||||||||||||||||||||
| Investigation costs |
— | — | — | — | 4,100 | 0.11 | — | — | ||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total related to selling, general and administrative expenses |
1,630 | 0.05 | 1,735 | 0.05 | 8,799 | 0.25 | 4,197 | 0.12 | ||||||||||||||||||||||||
|
|
|
|
|
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|
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|
|||||||||||||||||
| Related to other incomes and other expenses: |
||||||||||||||||||||||||||||||||
| Income related to flooding, net |
— | — | (38,151 | ) | (1.07 | ) | — | — | (44,748 | ) | (1.26 | ) | ||||||||||||||||||||
| Unrealized loss on exchange, net of interest income incurred from income related to flooding |
— | — | 744 | 0.02 | — | — | 744 | 0.02 | ||||||||||||||||||||||||
| Expenses related to reduction in workforce |
— | — | — | — | 1,153 | 0.03 | — | — | ||||||||||||||||||||||||
| Amortization of debt issuance costs |
149 | 0.00 | — | — | 377 | 0.01 | — | — | ||||||||||||||||||||||||
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|
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|
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|
|||||||||||||||||
| Total related to other incomes and other expenses |
149 | 0.00 | (37,407 | ) | (1.05 | ) | 1,530 | 0.04 | (44,004 | ) | (1.24 | ) | ||||||||||||||||||||
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|
|||||||||||||||||
| Related to income tax benefit |
||||||||||||||||||||||||||||||||
| Income tax benefit |
— | — | — | — | (187 | ) | (0.01 | ) | — | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||||
| Total related to income tax benefit |
— | — | — | — | (187 | ) | (0.01 | ) | — | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||||
| Total related to net income & EPS |
2,158 | 0.06 | (35,382 | ) | (0.99 | ) | 11,249 | 0.31 | (38,919 | ) | (1.10 | ) | ||||||||||||||||||||
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|
|||||||||||||||||
| Non-GAAP measures |
13,003 | 0.36 | 12,280 | 0.34 | 41,856 | 1.16 | 42,479 | 1.20 | ||||||||||||||||||||||||
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|||||||||||||||||
| Shares used in computing diluted net income per share |
||||||||||||||||||||||||||||||||
| GAAP diluted shares |
36,110 | 35,790 | 35,871 | 35,504 | ||||||||||||||||||||||||||||
| Non-GAAP diluted shares |
36,110 | 35,790 | 35,871 | 35,504 | ||||||||||||||||||||||||||||
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