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 2, 2016
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 2, 2016, Fabrinet issued a press release regarding its financial results for the fiscal quarter ended March 25, 2016. 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 2, 2016 | |
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 2, 2016
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated May 2, 2016 | |
Exhibit 99.1
Fabrinet Announces Third Quarter Fiscal-Year 2016 Financial Results
BANGKOK, Thailand – May 2, 2016 – 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 its third fiscal quarter ended March 25, 2016.
Tom Mitchell, Chief Executive Officer of Fabrinet, said, “We delivered a strong third quarter with revenue and earnings per share above expectations. In the third quarter we particularly benefited from positive trends in the optical industry, which resulted in higher than expected demand from new customer programs and increasing production from existing customer programs. With robust industry trends, we expect the momentum we are experiencing to continue into the fourth quarter. Construction on the first building of our new campus in Thailand is progressing faster than anticipated. While we have sufficient capacity to meet near-term demand, we now expect the building, which will significantly increase our capacity, to be completed by the end of the first quarter of fiscal-year 2017 with first customer shipments beginning in the third quarter. Our new campus will ultimately more than double our manufacturing space, enabling us to continue to scale our business for many years.”
Third Quarter Fiscal-Year 2016 Financial Highlights
GAAP Results
| • | Revenue was $250.9 million for the third quarter of fiscal year 2016, an increase of 32% compared to total revenue of $189.5 million for the comparable period in fiscal year 2015. |
| • | GAAP net income for the third quarter of fiscal year 2016 was $20.8 million, compared to GAAP net income of $10.8 million in the third quarter of fiscal year 2015. |
| • | GAAP net income per diluted share for the third quarter of fiscal year 2016 was $0.56, compared to GAAP net income per diluted share of $0.30 in the third quarter of fiscal year 2015. |
Non-GAAP Results
| • | Non-GAAP net income in the third quarter of fiscal 2016 was $20.8 million, an increase of 60% compared to non-GAAP net income of $13.0 million in the same period a year ago. |
| • | Non-GAAP net income per diluted share in the third quarter of fiscal 2016 was $0.56, an increase from non-GAAP net income per diluted share of $0.36 in the same period a year ago. |
Business Outlook
Based on information available as of May 2, 2016, Fabrinet is issuing guidance for the fourth quarter of fiscal 2016 ending June 24, 2016, as follows:
| • | Fabrinet expects fourth quarter revenue to be in the range of $260 million to $264 million. |
| • | GAAP net income per diluted share is expected to be in the range of $0.55 to $0.57, based on approximately 37.2 million fully diluted shares outstanding. |
| • | Non-GAAP net income per diluted share is expected to be in the range of $0.59 to $0.61, based on approximately 37.2 million fully diluted shares outstanding. |
Conference Call Information
| What: |
Fabrinet Third Quarter Fiscal-Year 2016 Financial Results Conference Call | |
| When: |
Monday, May 2, 2016 | |
| Time: |
5:00 p.m. ET | |
| Live Call: |
(888) 357-3694, domestic (253) 237-1137, international Passcode: 94054682 | |
| Replay: |
(855) 859-2056, domestic (404) 537-3406, international Passcode: 94054682 | |
| Webcast: |
http://investor.fabrinet.com (live and replay) |
1
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.
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 of America. 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 our expectation that we will complete construction of a new manufacturing building in Thailand in the first quarter of fiscal-year 2017 and continue to achieve profitable growth and scale our business, as well as all of the statements under the “Business Outlook” section regarding our expected revenue and GAAP and non-GAAP net income per share for the fourth quarter of fiscal-year 2016. 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); delays in construction of our new manufacturing building in Thailand; 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 2, 2016. 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, investigation costs, income related to flooding, expenses related to reduction in workforce, amortization of debt issuance costs and unrealized gain or loss on foreign currency. We have excluded these items in order to enhance investors’ understanding of our underlying 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:
Garo Toomajanian
617-956-6728
ir@fabrinet.com
Fabrinet
Unaudited Condensed Consolidated Balance Sheets
As of March 25, 2016 and June 26, 2015
| (in thousands of U.S. dollars, except share data) | March 25, 2016 |
June 26, 2015 |
||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 127,957 | $ | 112,978 | ||||
| Marketable securities |
144,808 | 142,866 | ||||||
| Trade accounts receivable, net |
172,129 | 134,952 | ||||||
| Inventory, net |
149,982 | 130,613 | ||||||
| Deferred tax assets |
1,361 | 1,662 | ||||||
| Prepaid expenses |
2,381 | 2,135 | ||||||
| Other current assets |
5,136 | 1,833 | ||||||
|
|
|
|
|
|||||
| Total current assets |
603,754 | 527,039 | ||||||
|
|
|
|
|
|||||
| Non-current assets |
||||||||
| Property, plant and equipment, net |
160,441 | 140,654 | ||||||
| Intangibles, net |
369 | 137 | ||||||
| Deferred tax assets |
1,455 | 2,249 | ||||||
| Deferred debt issuance costs and others |
2,511 | 2,424 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
164,776 | 145,464 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 768,530 | $ | 672,503 | ||||
|
|
|
|
|
|||||
| Liabilities and Shareholders’ Equity |
||||||||
| Current liabilities |
||||||||
| Bank borrowings, including revolving loan and current portion of long-term loan from bank |
$ | 50,000 | $ | 36,000 | ||||
| Trade accounts payable |
146,445 | 115,319 | ||||||
| Income tax payable |
1,323 | 1,470 | ||||||
| Accrued payroll, bonus and related expenses |
11,340 | 9,804 | ||||||
| Accrued expenses |
7,123 | 6,405 | ||||||
| Other payables |
12,713 | 12,050 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
228,944 | 181,048 | ||||||
|
|
|
|
|
|||||
| Non-current liabilities |
||||||||
| Long-term loans from bank, non-current portion |
— | 4,500 | ||||||
| Deferred tax liability |
696 | 737 | ||||||
| Severance liabilities |
6,200 | 5,477 | ||||||
| Other non-current liabilities |
1,990 | 1,797 | ||||||
|
|
|
|
|
|||||
| Total non-current liabilities |
8,886 | 12,511 | ||||||
|
|
|
|
|
|||||
| Total Liabilities |
237,830 | 193,559 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Shareholders’ equity |
||||||||
| Preferred shares (5,000,000 shares authorized, $0.01 par value; No shares issued and outstanding as of March 25, 2016 and June 26, 2015) |
— | — | ||||||
| Ordinary shares (500,000,000 shares authorized, $0.01 par value; 36,016,245 shares and 35,437,654 shares issued and outstanding as of March 25, 2016 and June 26, 2015, respectively) |
360 | 354 | ||||||
| Additional paid-in capital |
98,120 | 89,390 | ||||||
| Retained earnings |
431,473 | 389,244 | ||||||
| Accumulated other comprehensive income (loss) |
747 | (44 | ) | |||||
|
|
|
|
|
|||||
| Total Shareholders’ Equity |
530,700 | 478,944 | ||||||
|
|
|
|
|
|||||
| Total Liabilities and Shareholders’ Equity |
$ | 768,530 | $ | 672,503 | ||||
|
|
|
|
|
|||||
Fabrinet
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
For the three and nine months ended March 25, 2016 and March 27,2015
| Three Months Ended | Nine Months Ended | |||||||||||||||
| (in thousands of U.S. dollars, except per share amounts) | March 25, 2016 |
March 27, 2015 |
March 25, 2016 |
March 27, 2015 |
||||||||||||
| Revenues |
$ | 250,888 | $ | 189,453 | $ | 700,359 | $ | 567,131 | ||||||||
| Cost of revenues |
(219,711 | ) | (167,796 | ) | (614,678 | ) | (503,907 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
31,177 | 21,657 | 85,681 | 63,224 | ||||||||||||
| Selling, general and administrative expenses |
(12,299 | ) | (9,670 | ) | (37,914 | ) | (28,721 | ) | ||||||||
| Other income related to flooding |
900 | — | 36 | — | ||||||||||||
| Expenses related to reduction in workforce |
— | — | — | (1,153 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
19,778 | 11,987 | 47,803 | 33,350 | ||||||||||||
| Interest income |
213 | 258 | 1,110 | 956 | ||||||||||||
| Interest expense |
(335 | ) | (125 | ) | (1,156 | ) | (375 | ) | ||||||||
| Foreign exchange gain (loss), net |
3,080 | (87 | ) | (1,246 | ) | (110 | ) | |||||||||
| Other income (expense) |
57 | (75 | ) | 266 | (106 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
22,793 | 11,958 | 46,777 | 33,715 | ||||||||||||
| Income tax expense |
(1,971 | ) | (1,113 | ) | (4,549 | ) | (3,108 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
20,822 | 10,845 | 42,228 | 30,607 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income, net of tax: |
||||||||||||||||
| Change in net unrealized gains on marketable securities |
292 | 512 | 117 | 26 | ||||||||||||
| Change in net unrealized gains on derivatives instruments |
722 | — | 674 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other comprehensive income, net of tax |
1,014 | 512 | 791 | 26 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net comprehensive income |
$ | 21,836 | $ | 11,357 | $ | 43,019 | $ | 30,633 | ||||||||
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|
|
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|
|
|
|||||||||
| Earnings per share |
||||||||||||||||
| Basic |
$ | 0.58 | $ | 0.31 | $ | 1.18 | $ | 0.87 | ||||||||
| Diluted |
$ | 0.56 | $ | 0.30 | $ | 1.15 | $ | 0.85 | ||||||||
| Weighted-average number of ordinary shares outstanding (thousands of shares) |
||||||||||||||||
| Basic |
35,964 | 35,406 | 35,785 | 35,328 | ||||||||||||
| Diluted |
37,089 | 36,110 | 36,743 | 35,871 | ||||||||||||
Fabrinet
Unaudited Condensed Consolidated Statements of Cash Flows
For the nine months ended March 25, 2016 and March 27, 2015
| Nine Months Ended | ||||||||
| (in thousands of U.S. dollars) | March 25, 2016 |
March 27, 2015 |
||||||
| Cash flows from operating activities |
||||||||
| Net income for the period |
$ | 42,228 | $ | 30,607 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
| Depreciation and amortization |
12,793 | 9,322 | ||||||
| Gain on disposal of property, plant and equipment |
(13 | ) | (41 | ) | ||||
| Loss from sales and maturities of available-for-sale securities |
190 | 62 | ||||||
| Amortization of investment premium |
605 | 757 | ||||||
| Amortization of deferred debt issuance costs |
543 | 377 | ||||||
| Income related to flooding |
(828 | ) | — | |||||
| Proceeds from insurer in settlement of claims related to flood damage |
272 | — | ||||||
| (Reversal of) allowance for doubtful accounts |
(7 | ) | 3 | |||||
| Unrealized loss (gain) on exchange rate and fair value of derivative instruments |
2,406 | (286 | ) | |||||
| Share-based compensation |
7,782 | 5,806 | ||||||
| Deferred income tax |
1,054 | 137 | ||||||
| Other non-cash expenses |
1,171 | 1,153 | ||||||
| (Reversal of) inventory obsolescence |
(344 | ) | 332 | |||||
| Loss from written-off inventory |
233 | — | ||||||
| Changes in operating assets and liabilities |
||||||||
| Trade accounts receivable |
(37,015 | ) | (18,832 | ) | ||||
| Inventory |
(19,258 | ) | (2,422 | ) | ||||
| Other current assets and non-current assets |
(3,803 | ) | (570 | ) | ||||
| Trade accounts payable |
30,731 | 8,419 | ||||||
| Income tax payable |
(114 | ) | (45 | ) | ||||
| Other current liabilities and non-current liabilities |
2,730 | 5,702 | ||||||
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|
|
|||||
| Net cash provided by operating activities |
41,356 | 40,481 | ||||||
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|
|
|
|
|||||
| Cash flows from investing activities |
||||||||
| Purchase of marketable securities |
(85,644 | ) | (159,396 | ) | ||||
| Proceeds from sales of marketable securities |
28,735 | 22,873 | ||||||
| Proceeds from maturities of marketable securities |
54,290 | 10,332 | ||||||
| Purchase of property, plant and equipment |
(33,545 | ) | (42,980 | ) | ||||
| Purchase of intangibles |
(274 | ) | (34 | ) | ||||
| Proceeds from disposal of property, plant and equipment |
62 | 46 | ||||||
| Proceeds from insurer in settlement of equipment claims related to flood damage |
556 | — | ||||||
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|
|||||
| Net cash used in investing activities |
(35,820 | ) | (169,159 | ) | ||||
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|
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| Cash flows from financing activities |
||||||||
| Payment of debt issuance costs |
(506 | ) | (1,780 | ) | ||||
| Proceeds from revolving loans |
18,000 | 30,000 | ||||||
| Repayment of long-term loans from bank |
(8,500 | ) | (4,500 | ) | ||||
| Proceeds from issuance of ordinary shares under employee share option plans |
3,326 | 736 | ||||||
| Withholding tax related to net share settlement of restricted share units |
(2,372 | ) | (334 | ) | ||||
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|
|||||
| Net cash provided by financing activities |
9,948 | 24,122 | ||||||
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|
|||||
| Net increase (decrease) in cash and cash equivalents |
15,484 | (104,556 | ) | |||||
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|
|||||
| Movement in cash and cash equivalents |
||||||||
| Cash and cash equivalents at beginning of period |
112,978 | 233,477 | ||||||
| Increase (decrease) in cash and cash equivalents |
15,484 | (104,556 | ) | |||||
| Effect of exchange rate on cash and cash equivalents |
(505 | ) | 25 | |||||
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|
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| Cash and cash equivalents at end of period |
$ | 127,957 | $ | 128,946 | ||||
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|
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| Non-cash investing and financing activities |
||||||||
| Construction and equipment-related payables |
$ | 5,068 | $ | 4,170 | ||||
Fabrinet
Unaudited Reconciliation of GAAP measures to non-GAAP measures
(in thousands of U.S. dollars, except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| March 25, 2016 |
March 25, 2016 |
March 27, 2015 |
March 27, 2015 |
March 25, 2016 |
March 25, 2016 |
March 27, 2015 |
March 27, 2015 |
|||||||||||||||||||||||||
| Net income | Diluted EPS | Net income | Diluted EPS | Net income | Diluted EPS | Net income | Diluted EPS | |||||||||||||||||||||||||
| GAAP measures |
20,822 | 0.56 | 10,845 | 0.30 | 42,228 | 1.15 | 30,607 | 0.85 | ||||||||||||||||||||||||
| Items reconciling GAAP net income & EPS to non-GAAP net income & EPS: |
||||||||||||||||||||||||||||||||
| Related to cost of revenues: |
||||||||||||||||||||||||||||||||
| Share-based compensation expenses |
517 | 0.01 | 379 | 0.01 | 1,594 | 0.04 | 1,107 | 0.03 | ||||||||||||||||||||||||
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|||||||||||||||||
| Total related to gross profit |
517 | 0.01 | 379 | 0.01 | 1,594 | 0.04 | 1,107 | 0.03 | ||||||||||||||||||||||||
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|
|||||||||||||||||
| Related to selling, general and administrative expenses: |
||||||||||||||||||||||||||||||||
| Share-based compensation expenses |
1,482 | 0.04 | 1,630 | 0.05 | 6,188 | 0.17 | 4,699 | 0.13 | ||||||||||||||||||||||||
| Executive separation costs |
808 | 0.02 | — | — | 1,360 | 0.04 | — | — | ||||||||||||||||||||||||
| Investigation costs |
— | — | — | — | — | — | 4,100 | 0.11 | ||||||||||||||||||||||||
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|||||||||||||||||
| Total related to selling, general and administrative expenses |
2,290 | 0.06 | 1,630 | 0.05 | 7,548 | 0.21 | 8,799 | 0.25 | ||||||||||||||||||||||||
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|||||||||||||||||
| Related to other incomes and other expenses: |
||||||||||||||||||||||||||||||||
| Income related to flooding |
(900 | ) | (0.02 | ) | — | — | (36 | ) | (0.00 | ) | — | — | ||||||||||||||||||||
| Expenses related to reduction in workforce |
— | — | — | — | — | — | 1,153 | 0.03 | ||||||||||||||||||||||||
| Amortization of debt issuance costs |
184 | 0.00 | 149 | 0.00 | 542 | 0.01 | 377 | 0.01 | ||||||||||||||||||||||||
| (Gain)/loss on foreign currency |
(3,183 | ) | (0.09 | ) | — | — | 2,296 | 0.06 | — | — | ||||||||||||||||||||||
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| Total related to other incomes and other expenses |
(3,899 | ) | (0.11 | ) | 149 | 0.00 | 2,802 | 0.08 | 1,530 | 0.04 | ||||||||||||||||||||||
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|||||||||||||||||
| Related to income tax expense (benefit): |
||||||||||||||||||||||||||||||||
| Income tax expense (benefit) |
1,119 | 0.03 | — | — | 1,119 | 0.03 | (187 | ) | (0.01 | ) | ||||||||||||||||||||||
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|||||||||||||||||
| Total related to income tax expense (benefit) |
1,119 | 0.03 | — | — | 1,119 | 0.03 | (187 | ) | (0.01 | ) | ||||||||||||||||||||||
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|||||||||||||||||
| Total related to net income & EPS |
27 | 0.00 | 2,158 | 0.06 | 13,063 | 0.36 | 11,249 | 0.31 | ||||||||||||||||||||||||
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|||||||||||||||||
| Non-GAAP measures |
20,849 | 0.56 | 13,003 | 0.36 | 55,291 | 1.50 | 41,856 | 1.16 | ||||||||||||||||||||||||
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| Shares used in computing diluted net income per share |
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| GAAP diluted shares |
37,089 | 36,110 | 36,743 | 35,871 | ||||||||||||||||||||||||||||
| Non-GAAP diluted shares |
37,089 | 36,110 | 36,743 | 35,871 | ||||||||||||||||||||||||||||
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