Press release

Perficient Reports Fourth Quarter and Full Year 2019 Results

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Perficient, Inc. (NASDAQ: PRFT) (“Perficient”), the leading digital consultancy transforming the world’s largest enterprises and biggest brands, today reported its financial results for the quarter and year ended December 31, 2019.

Financial Highlights

For the quarter ended December 31, 2019:

  • Services revenues increased 11% to $143.8 million from $130.0 million in the fourth quarter of 2018;
  • Total revenues increased 10% to $145.2 million from $131.7 million in the fourth quarter of 2018;
  • Net income increased 58% to $11.8 million from $7.5 million in the fourth quarter of 2018;
  • GAAP earnings per share results on a fully diluted basis increased 57% to $0.36 from $0.23 in the fourth quarter of 2018;
  • Adjusted earnings per share results (a non-GAAP measure; see attached schedule, which reconciles to GAAP earnings per share) on a fully diluted basis increased 23% to $0.58 from $0.47 in the fourth quarter of 2018; and
  • Adjusted EBITDA(a non-GAAP measure; see attached schedule, which reconciles to GAAP net income) increased 22% to $26.5 million from $21.7 million in the fourth quarter of 2018.

For the year ended December 31, 2019:

  • Services revenues increased 14% to $561.9 million from $494.0 million in 2018;
  • Total revenues increased 13% to $565.5 million from $498.4 million in 2018;
  • Net income increased 51% to $37.1 million from $24.6 million in 2018;
  • GAAP earnings per share results on a fully diluted basis increased 58% to $1.15 from $0.73 in 2018;
  • Adjusted earnings per share results (a non-GAAP measure; see attached schedule, which reconciles to GAAP earnings per share) on a fully diluted basis increased 30% to $2.07 from $1.59 in 2018; and
  • Adjusted EBITDA(a non-GAAP measure; see attached schedule, which reconciles to GAAP net income) increased 24% to $95.0 million from $76.5 million in 2018.

“The fourth quarter capped a tremendous year that saw Perficient expand margins and return to double digit revenue growth,” said Jeffrey Davis, chairman and CEO. “Our momentum is strong and we expect it to continue as more of the world’s leading enterprises grow to understand that Perficient is a unique digital consultancy – capable of helping them solve their most pressing problems and enabling them to capitalize on unprecedented opportunity. Our strength lies in our breadth, depth and an approach that many of our clients describe as ‘a breath of fresh air’.”

Other Highlights

Among other recent achievements, Perficient:

  • On Jan. 6, 2020, broadened and deepened its healthcare industry expertise and digital marketing capabilities through the acquisition of MedTouch LLC, an award-winning $13 million digital healthcare marketing and technology consultancy;
  • Grew revenues delivered by offshore delivery teams by more than 30% during the quarter and more than 20% for the full year;
  • Was recognized in Forrester’s “Now Tech: Adobe Implementation Services, Q1 2020” report as one of the 24 most important global service providers that successfully deliver Adobe Experience Cloud solutions through design and consulting, implementation and technical services, and operational support;
  • Was cited as a technology service provider in Forrester’s “Now Tech: Insights Service Providers, Q1 2020” report, and was recognized in Forrester’s “The Top Strategies for Replatforming Your Commerce Solution” report;
  • Was named a Top Workplace by the Detroit Free Press, adding to previous 2019 top workplace distinctions awarded in St. Louis, Chicago, Minneapolis, and Orange County; and
  • Added new customer relationships and follow-on projects with leading companies including Adobe, Ashley Furniture, Cargill, CompuCom Systems Inc., Cushman & Wakefield, DHL, Emerson Electric Co., Florida Blue, Ford Motor Company, Humana Inc., Juniper Networks, Mastercard, Neiman Marcus Group, Novant Health, Resideo, TD Ameritrade, Toyota Motor North America, and TCF Bank.

Business Outlook

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. See “Safe Harbor Statement” below.

Perficient expects its first quarter 2020 revenue to be in the range of $143 million to $149 million. First quarter GAAP earnings per share is expected to be in the range of $0.25 to $0.28. First quarter adjusted earnings per share (a non-GAAP measure; see attached schedule which reconciles to GAAP earnings per share guidance) is expected to be in the range of $0.49 to $0.52.

Perficient is issuing its full year 2020 revenue guidance range of $610 million to $640 million, its full year 2020 GAAP earnings per share guidance range of $1.36 to $1.51 and its full year 2020 adjusted earnings per share (a non-GAAP measure; see attached schedule which reconciles to GAAP earnings per share guidance) guidance range of $2.30 to $2.45.

Conference Call Details

Perficient will host a conference call regarding fourth quarter and full year 2019 financial results today at 11 a.m. Eastern.

WHAT: Perficient Reports Fourth Quarter and Full Year 2019 Results

WHEN: Tuesday, Feb. 25, 2020 at 11 a.m. Eastern

CONFERENCE CALL NUMBERS: 855-246-0403 (U.S. and Canada); 414-238-9806 (International)

PARTICIPANT PASSCODE: 3046707

REPLAY TIMES: Feb. 25, 2020 at 2 p.m. Eastern, through Tuesday, March 3, 2020 at 2 p.m. Eastern

REPLAY NUMBER: 855-859-2056 (U.S. and Canada); 404-537-3406 (International)

REPLAY PASSCODE: 3046707

About Perficient

Perficient is the leading digital consultancy. We imagine, create, engineer and run digital transformation solutions that help our clients exceed customers’ expectations, outpace competition, and grow their business. With unparalleled strategy, creative and technology capabilities, we bring big thinking and innovative ideas, along with a practical approach to help the world’s largest enterprises and biggest brands succeed. Traded on the Nasdaq Global Select Market, Perficient is a member of the Russell 2000 index and the S&P SmallCap 600 index. Perficient is an award-winning Adobe Platinum Partner, Platinum Level IBM business partner, a Microsoft National Service Provider and Gold Certified Partner, an Oracle Platinum Partner, an Advanced Pivotal Ready Partner, a Gold Salesforce Consulting Partner, and a Sitecore Platinum Partner. For more information, visit www.perficient.com.

Safe Harbor Statement

Some of the statements contained in this news release that are not purely historical statements discuss future expectations or state other forward-looking information related to financial results and business outlook for 2020. Those statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on management’s current intent, belief, expectations, estimates, and projections regarding our company and our industry. You should be aware that those statements only reflect our predictions. Actual events or results may differ substantially. Important factors that could cause our actual results to be materially different from the forward-looking statements include (but are not limited to) those disclosed under the heading “Risk Factors” in our most recently filed annual report on Form 10-K, and the following:

(1) the possibility that our actual results do not meet the projections and guidance contained in this news release;

(2) the impact of the general economy and economic and political uncertainty on our business;

(3) risks associated with potential changes to federal, state, local and foreign laws, regulations and policies;

(4) risks associated with the operation of our business generally, including:

a) client demand for our services and solutions;

b) maintaining a balance of our supply of skills and resources with client demand;

c) effectively competing in a highly competitive market;

d) protecting our clients’ and our data and information;

e) risks from international operations including fluctuations in exchange rates;

f) changes to immigration policies;

g) obtaining favorable pricing to reflect services provided;

h) adapting to changes in technologies and offerings;

i) risk of loss of one or more significant software vendors;

j) making appropriate estimates and assumptions in connection with preparing our consolidated financial statements;

k) maintaining effective internal controls; and

l) changes to tax levels, audits, investigations, tax laws or their interpretation;

(5) risks associated with managing growth organically and through acquisitions;

(6) risks associated with servicing our debt, the potential impact on the value of our common stock from the conditional conversion features of our debt and the associated convertible note hedge transactions;

(7) legal liabilities, including intellectual property protection and infringement or the disclosure of personally identifiable information; and

(8) the risks detailed from time to time within our filings with the Securities and Exchange Commission.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. This cautionary statement is provided pursuant to Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this release are made only as of the date hereof and we undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future.

 

Perficient, Inc.

Unaudited Consolidated Statements of Operations

(in thousands, except per share information)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2019

 

2018

 

2019

 

2018

Revenues

 

 

 

 

 

 

 

 

Services

 

$

143,758

 

 

$

130,015

 

 

$

561,918

 

 

$

494,001

 

Software and hardware

 

1,401

 

 

1,687

 

 

3,609

 

 

4,374

 

Total revenues

 

145,159

 

 

131,702

 

 

565,527

 

 

498,375

 

 

 

 

 

 

 

 

 

 

Cost of revenues (exclusive of depreciation and amortization, shown separately below)

 

 

 

 

 

 

 

 

Cost of services

 

87,727

 

 

80,175

 

 

347,585

 

 

313,602

 

Stock compensation

 

1,665

 

 

1,651

 

 

6,628

 

 

6,229

 

Total cost of revenues

 

89,392

 

 

81,826

 

 

354,213

 

 

319,831

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

30,938

 

 

29,876

 

 

122,920

 

 

108,294

 

Stock compensation

 

3,031

 

 

2,663

 

 

11,267

 

 

10,190

 

Total selling, general and administrative

 

33,969

 

 

32,539

 

 

134,187

 

 

118,484

 

 

 

 

 

 

 

 

 

 

Depreciation

 

1,266

 

 

1,015

 

 

4,447

 

 

4,072

 

Amortization

 

4,007

 

 

4,327

 

 

16,151

 

 

16,356

 

Acquisition costs

 

301

 

 

535

 

 

896

 

 

1,872

 

Adjustment to fair value of contingent consideration

 

611

 

 

59

 

 

301

 

 

1,816

 

Income from operations

 

15,613

 

 

11,401

 

 

55,332

 

 

35,944

 

 

 

 

 

 

 

 

 

 

Net interest expense

 

1,867

 

 

1,842

 

 

7,418

 

 

3,560

 

Net other expense (income)

 

7

 

 

(32

)

 

(27

)

 

12

 

Income before income taxes

 

13,739

 

 

9,591

 

 

47,941

 

 

32,372

 

Provision for income taxes

 

1,947

 

 

2,114

 

 

10,816

 

 

7,813

 

 

 

 

 

 

 

 

 

 

Net income

 

$

11,792

 

 

$

7,477

 

 

$

37,125

 

 

$

24,559

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.38

 

 

$

0.24

 

 

$

1.18

 

 

$

0.76

 

Diluted net income per share

 

$

0.36

 

 

$

0.23

 

 

$

1.15

 

 

$

0.73

 

Shares used in computing basic net income per share

 

31,411

 

 

31,498

 

 

31,344

 

 

32,415

 

Shares used in computing diluted net income per share

 

32,566

 

 

32,402

 

 

32,243

 

 

33,502

 

 

Perficient, Inc.

Consolidated Balance Sheets

(in thousands)

 

 

 

December 31, 2019

 

December 31, 2018

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

70,728

 

 

$

44,984

 

Accounts receivable, net

 

129,118

 

 

122,446

 

Prepaid expenses

 

4,647

 

 

4,663

 

Other current assets

 

7,404

 

 

5,711

 

Total current assets

 

211,897

 

 

177,804

 

Property and equipment, net

 

12,170

 

 

6,677

 

Operating lease right-of-use assets

 

27,748

 

 

 

Goodwill

 

335,564

 

 

327,992

 

Intangible assets, net

 

37,953

 

 

48,092

 

Other non-current assets

 

15,160

 

 

9,979

 

Total assets

 

$

640,492

 

 

$

570,544

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

23,081

 

 

$

24,437

 

Other current liabilities

 

61,503

 

 

50,386

 

Total current liabilities

 

84,584

 

 

74,823

 

Long-term debt, net

 

124,664

 

 

120,067

 

Operating lease liabilities

 

19,649

 

 

 

Other non-current liabilities

 

30,580

 

 

21,970

 

Total liabilities

 

259,477

 

 

216,860

 

Stockholders’ equity:

 

 

 

 

Preferred stock

 

 

 

 

Common stock

 

49

 

 

48

 

Additional paid-in capital

 

455,465

 

 

437,250

 

Accumulated other comprehensive loss

 

(2,650

)

 

(2,588

)

Treasury stock

 

(261,624

)

 

(233,676

)

Retained earnings

 

189,775

 

 

152,650

 

Total stockholders’ equity

 

381,015

 

 

353,684

 

Total liabilities and stockholders’ equity

 

$

640,492

 

 

$

570,544

 

 

About Non-GAAP Financial Information

This news release includes non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), please see the section entitled “About Non-GAAP Financial Measures” and the accompanying tables entitled “Reconciliation of GAAP to Non-GAAP Measures.”

About Non-GAAP Financial Measures

Perficient provides non-GAAP financial measures for adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, stock compensation, acquisition costs and adjustment to fair value of contingent consideration), adjusted net income, and adjusted earnings per share data as supplemental information regarding Perficient’s business performance. Perficient believes that these non-GAAP financial measures are useful to investors because they provide investors with a better understanding of Perficient’s past financial performance and future results. Perficient’s management uses these non-GAAP financial measures when it internally evaluates the performance of Perficient’s business and makes operating decisions, including internal operating budgeting, performance measurement, and the calculation of bonuses and discretionary compensation. Management excludes stock-based compensation related to restricted stock awards, the amortization of intangible assets, amortization of debt discounts and issuance costs related to convertible senior notes, acquisition costs, adjustments to the fair value of contingent consideration, net other income and expense, the impact of other infrequent or unusual transactions, and income tax effects of the foregoing, when making operational decisions.

Perficient believes that providing the non-GAAP financial measures to its investors is useful because it allows investors to evaluate Perficient’s performance using the same methodology and information used by Perficient’s management. Specifically, adjusted net income is used by management primarily to review business performance and determine performance-based incentive compensation for executives and other employees. Management uses adjusted EBITDA to measure operating profitability, evaluate trends, and make strategic business decisions.

Non-GAAP financial measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of discretionary judgment as to which charges are excluded from the non-GAAP financial measure. However, Perficient’s management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of adjusted EBITDA, adjusted net income, and adjusted earnings per share. In addition, some items that are excluded from adjusted net income and adjusted earnings per share can have a material impact on cash. Management compensates for these limitations by evaluating the non-GAAP measure together with the most directly comparable GAAP measure. Perficient has historically provided non-GAAP financial measures to the investment community as a supplement to its GAAP results to enable investors to evaluate Perficient’s business performance in the way that management does. Perficient’s definition may be different from similar non-GAAP financial measures used by other companies and/or analysts.

The non-GAAP adjustments, and the basis for excluding them, are outlined below:

Amortization

Perficient has incurred expense on amortization of intangible assets primarily related to various acquisitions. Management excludes these items for the purposes of calculating adjusted EBITDA, adjusted net income, and adjusted earnings per share. Perficient believes that eliminating this expense from its non-GAAP financial measures is useful to investors because the amortization of intangible assets can be inconsistent in amount and frequency, and is significantly impacted by the timing and magnitude of Perficient’s acquisition transactions, which also vary substantially in frequency from period to period.

Acquisition Costs

Perficient incurs transaction costs related to merger and acquisition-related activities which are expensed in its GAAP financial statements. Management excludes these items for the purposes of calculating adjusted EBITDA, adjusted net income, and adjusted earnings per share. Perficient believes that excluding these expenses from its non-GAAP financial measures is useful to investors because these are expenses associated with each transaction and are inconsistent in amount and frequency causing comparison of current and historical financial results to be difficult.

Adjustment to Fair Value of Contingent Consideration

Perficient is required to remeasure its contingent consideration liability related to acquisitions each reporting period until the contingency is settled. Any changes in fair value are recognized in earnings. Management excludes these items for the purposes of calculating adjusted EBITDA, adjusted net income, and adjusted earnings per share. Perficient believes that excluding these adjustments from its non-GAAP financial measures is useful to investors because they are related to acquisitions and are inconsistent in amount and frequency from period to period.

Amortization of Debt Discount and Debt Issuance Costs

On September 11, 2018, Perficient issued $143.8 million aggregate principal amount of 2.375% Convertible Senior Notes due 2023 (the “Notes”) in a private placement to qualified institutional purchasers. In accordance with accounting for debt with conversions and other options, Perficient bifurcated the principal amount of the Notes into liability and equity components. The resulting debt discount is being amortized to interest expense over the period from the issuance date through the contractual maturity date of September 15, 2023. Issuance costs related to the Notes were allocated pro rata based on the relative fair values of the liability and equity components. Issuance costs attributable to the liability component of the Notes, in addition to issuance costs related to Perficient’s credit agreement, are being amortized to interest expense over their respective terms. Perficient believes that excluding these non-cash expenses from its non-GAAP financial measures is useful to investors because the expenses are not reflective of the company’s business performance.

Stock Compensation

Perficient incurs stock-based compensation expense under Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. Perficient excludes stock-based compensation expense and the related tax effects for the purposes of calculating adjusted EBITDA, adjusted net income, and adjusted earnings per share because stock-based compensation is a non-cash expense, which Perficient believes is not reflective of its business performance. The nature of stock-based compensation expense also makes it very difficult to estimate prospectively, since the expense will vary with changes in the stock price and market conditions at the time of new grants, varying valuation methodologies, subjective assumptions, and different award types, making the comparison of current results with forward-looking guidance potentially difficult for investors to interpret. The tax effects of stock-based compensation expense may also vary significantly from period to period, without any change in underlying operational performance, thereby obscuring the underlying profitability of operations relative to prior periods. Perficient believes that non-GAAP measures of profitability, which exclude stock-based compensation are widely used by analysts and investors.

Dilution offset from Convertible Note Hedge Transactions

It is Perficient’s current intent to settle conversions of the Notes through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares of our common stock. We exclude the shares that are issuable upon conversions of the Notes because we expect that the dilution from such shares will be offset by the convertible note hedge transactions entered into in September 2018 in connection with the issuance of the Notes.

 

Perficient, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(unaudited)

(in thousands, except per share data)

 

 

 

Three Months Ended

December 31,

 

Year Ended

December 31,

 

 

2019

 

2018

 

2019

 

2018

GAAP Net Income

 

$

11,792

 

 

$

7,477

 

 

$

37,125

 

 

$

24,559

 

Adjustments:

 

 

 

 

 

 

 

 

Provision for income taxes

 

1,947

 

 

2,114

 

 

10,816

 

 

7,813

 

Amortization

 

4,007

 

 

4,327

 

 

16,151

 

 

16,356

 

Acquisition costs

 

301

 

 

535

 

 

896

 

 

1,872

 

Adjustment to fair value of contingent consideration

 

611

 

 

59

 

 

301

 

 

1,816

 

Amortization of debt discount and issuance costs

 

1,187

 

 

1,135

 

 

4,667

 

 

1,435

 

Stock compensation

 

4,696

 

 

4,314

 

 

17,895

 

 

16,419

 

Adjusted Net Income Before Tax

 

24,541

 

 

19,961

 

 

87,851

 

 

70,270

 

Adjusted income tax (1)

 

5,914

 

 

4,851

 

 

21,084

 

 

17,005

 

Adjusted Net Income

 

$

18,627

 

 

$

15,110

 

 

$

66,767

 

 

$

53,265

 

 

 

 

 

 

 

 

 

 

GAAP Earnings Per Share (diluted)

 

$

0.36

 

 

$

0.23

 

 

$

1.15

 

 

$

0.73

 

Adjusted Earnings Per Share (diluted)

 

$

0.58

 

 

$

0.47

 

 

$

2.07

 

 

$

1.59

 

 

 

 

 

 

 

 

 

 

Shares used in computing GAAP Earnings Per Share (diluted)

 

32,566

 

 

32,402

 

 

32,243

 

 

33,502

 

Dilution offset from convertible note hedge transactions

 

(297

)

 

 

 

 

 

 

Shares used in computing Adjusted Earnings Per Share (diluted)

 

32,269

 

 

32,402

 

 

32,243

 

 

33,502

 

(1) The estimated adjusted effective tax rate of 24.1% and 24.3% for the three months ended December 31, 2019 and 2018, respectively, and 24.0% and 24.2% for the year ended December 31, 2019 and 2018, respectively, has been used to calculate the provision for income taxes for non-GAAP purposes.

Perficient, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(unaudited)

(in thousands)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2019

 

2018

 

2019

 

2018

GAAP Net Income

 

$

11,792

 

 

$

7,477

 

 

$

37,125

 

 

$

24,559

 

Adjustments:

 

 

 

 

 

 

 

 

Provision for income taxes

 

1,947

 

 

2,114

 

 

10,816

 

 

7,813

 

Net interest expense

 

1,867

 

 

1,842

 

 

7,418

 

 

3,560

 

Net other expense (income)

 

7

 

 

(32

)

 

(27

)

 

12

 

Depreciation

 

1,266

 

 

1,015

 

 

4,447

 

 

4,072

 

Amortization

 

4,007

 

 

4,327

 

 

16,151

 

 

16,356

 

Acquisition costs

 

301

 

 

535

 

 

896

 

 

1,872

 

Adjustment to fair value of contingent consideration

 

611

 

 

59

 

 

301

 

 

1,816

 

Stock compensation

 

4,696

 

 

4,314

 

 

17,895

 

 

16,419

 

Adjusted EBITDA (1)

 

$

26,494

 

 

$

21,651

 

 

$

95,022

 

 

$

76,479

 

(1) Adjusted EBITDA is a non-GAAP performance measure and is not intended to be a performance measure that should be regarded as an alternative to or more meaningful than either GAAP operating income or GAAP net income. Adjusted EBITDA measures presented may not be comparable to similarly titled measures presented by other companies.

Perficient, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(unaudited)

 

 

 

Q1 2020

 

Full Year 2020

 

 

Low end of adjusted goal

 

High end of adjusted goal

 

Low end of adjusted goal

 

High end of adjusted goal

GAAP EPS

 

$

0.25

 

 

$

0.28

 

 

$

1.36

 

 

$

1.51

 

Non-GAAP adjustment (1):

 

 

 

 

 

 

 

 

Non-GAAP reconciling items

 

0.35

 

 

0.36

 

 

1.29

 

 

1.29

 

Tax effect of reconciling items

 

(0.11

)

 

(0.12

)

 

(0.35

)

 

(0.35

)

Adjusted EPS

 

$

0.49

 

 

$

0.52

 

 

$

2.30

 

 

$

2.45

 

(1) Non-GAAP adjustment represents the impact of amortization expense, stock compensation, amortization of debt discount and issuance costs, acquisition costs, and adjustments to fair value of contingent consideration, net of the tax effect of these adjustments, divided by adjusted fully diluted shares. Perficient currently expects its Q1 2020 and full year 2020 GAAP effective income tax rate to be approximately 16% and 22%, respectively. The Company’s estimates of GAAP and adjusted fully diluted shares for 2020 are included in the following table. These estimates could be affected by share repurchases, shares issued in conjunction with future acquisitions and the potential impact from the conditional conversion features of our debt.

(in millions)

 

Q1 2020

 

Full Year 2020

GAAP Fully Diluted Shares

 

33.4

 

 

33.6

 

Non-GAAP adjustment (2):

 

 

 

 

Dilution offset from convertible note hedge transactions

 

(0.9

)

 

(0.9

)

Adjusted Fully Diluted Shares

 

32.5

 

 

32.7

 

(2) Non-GAAP adjustment represents the exclusion of shares that are issuable upon conversion of the Notes due to the expectation that such shares will be offset by the convertible note hedge transactions entered into in September 2018.