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) April 24, 2013
LSI CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE | 1-10317 | 94-2712976 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1320 Ridder Park Drive
San Jose, California 95131
(Address of principal executive offices, including zip code)
(408) 433-8000
(Registrants telephone number, including area code)
Not Applicable
(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. below):
¨ | 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 Operation and Financial Condition.
On April 24, 2013, LSI Corporation issued a news release regarding its financial results for the quarter ended March 31, 2013. A copy of the news release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
The news release contains non-GAAP financial information. Management believes that the presentation of non-GAAP net income (loss), non-GAAP gross margin, non-GAAP operating expenses, non-GAAP taxes, and non-GAAP net income (loss) per basic and diluted share provides important supplemental information to management and investors about financial and business trends relating to the companys results of operations. Management believes that the use of these non-GAAP financial measures also provides consistency and comparability with our past financial reports.
Management has historically used these non-GAAP measures when evaluating operating performance because we believe that the inclusion or exclusion of the items described below provides an additional measure of our core operating results and facilitates comparisons of our core operating performance against prior periods and our business model objectives. We have chosen to provide this information to investors to enable them to perform additional analyses of past, present and future operating performance and as a supplemental means to evaluate our ongoing core operations. Externally, we believe that these non-GAAP measures continue to be useful to investors in their assessment of our operating performance and their valuation of the company.
Internally, these non-GAAP measures are significant measures used by management for purposes of:
| evaluating the core operating performance of the company; |
| establishing internal budgets; |
| calculating return on investment for development programs and growth initiatives; |
| comparing performance with internal forecasts and targeted business models; |
| strategic planning; |
| evaluating and valuing potential acquisition candidates and how their operations compare to the companys operations; and |
| benchmarking performance externally against our competitors. |
How we calculate our non-GAAP financial measures
Non-GAAP net income (loss), non-GAAP gross margin, non-GAAP operating expenses, non-GAAP taxes and non-GAAP net income (loss) per basic and diluted share are important to the company for the reasons noted above and exclude the following items:
| Stock-based compensation. Stock-based compensation relates primarily to LSI stock awards such as stock options and restricted stock units. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are difficult to predict. As a result of this unpredictability, management excludes this item from its internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure the companys core performance against the performance of other companies without the variability created by stock-based compensation. |
| Purchase accounting effect on inventory. This is an acquisition-related charge. It results from marking to fair value an acquired companys inventory at the time of acquisition. This charge is not factored into managements evaluation of potential acquisitions or our performance after completion of acquisitions, because it is not related to our core operating performance, and the frequency and amount of this type of charge can vary significantly based on the size and timing of our acquisitions. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability. |
| Amortization of acquisition-related intangibles. This relates to purchased technology in acquisitions such as existing technology, patents and trademarks. This charge is not factored into managements evaluation of potential acquisitions or our performance after completion of acquisitions, because it is not related to our core operating performance, and the frequency and amount of this type of charge can vary significantly based on the size and timing of our acquisitions and the maturities of the businesses being acquired. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability. |
| Restructuring of operations and other items, net. This represents charges/losses and gains that are not directly related to the companys ongoing or core business results. Management regularly excludes such items from internal operating forecasts and models because they are not considered a core operating activity for the company and because the frequency and variability in the nature of the charges can vary significantly from period to period. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability. |
| Other charges and gains. Other charges and gains consist of gains or losses on investments and certain non-operating gains and losses that occur on an infrequent basis and vary greatly in amount. We do not regularly trade public equity securities nor do we typically use these securities to fund our ongoing operations. Management excludes these items because they do not affect our core operations. Excluding this data provides investors with a basis to compare the company against the performance of other companies without this variability. |
| Non-GAAP income tax expense/benefit. This item represents the additional amount of tax expense or benefit that the company would accrue if it used non-GAAP results instead of GAAP results in the calculation of its tax liability. |
We use non-GAAP net income computed as described above as the numerator in the calculation of non-GAAP net income per basic and diluted share. We calculate the basic and diluted share amounts used in the denominator in accordance with GAAP rules, using non-GAAP net income rather than GAAP net income.
Limitations of relying on non-GAAP financial measures
Some of the limitations of relying on non-GAAP financial measures include:
| Stock-based compensation. LSIs stock-based incentive plans are important components of our employee incentive compensation arrangements and are reflected in our GAAP results. Stock-based compensation should be considered for a complete view of the costs of our compensation arrangements. |
| Purchase accounting effect on inventory. Acquisitions have been an important part of our business strategy and the corresponding acquisition-related charges reflect the costs of choosing acquisitions as a form of growth strategy. |
| Amortization of acquisition-related intangibles. Acquisitions have been an important part of our business strategy and the corresponding acquisition-related charges reflect the costs of choosing acquisitions as a form of growth strategy. |
| Restructuring of operations and other items, net. This item reflects charges for severance, exit costs associated with leased facilities, asset impairment charges and gains on sales of assets that are no longer strategic. While no longer strategic to the future of the company, such items reflect the costs of decisions made as part of running a business and are critical to a complete view of our historical results. |
| Other charges and gains. These amounts should be included for a complete view of our historical performance even though they are not related to our core operations. |
| Non-GAAP income tax expense/benefit. This item represents the additional amount of tax expense or benefit that the company would accrue if it used non-GAAP results instead of GAAP results in the calculation of its tax liability. The limitation in it is that it does not include the effect of all the items excluded from the non-GAAP financial statements. |
All supplemental non-GAAP financial measures should be read in conjunction with the comparable information presented in accordance with generally accepted accounting principles in the United States of America.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | News Release issued April 24, 2013.* |
* | Furnished, not filed. |
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.
LSI CORPORATION | ||
By: | /s/ Bryon Look | |
Bryon Look | ||
Executive Vice President, Chief Financial Officer and Chief Administrative Officer |
Date: April 24, 2013
Exhibit No. |
Description | |
99.1 | News Release issued April 24, 2013.* |
* | Furnished, not filed. |
NEWS RELEASE
cc13-20/C1308
LSI Reports First Quarter 2013 Results
Strong earnings per share and gross margins
SAN JOSE, Calif., April 24, 2013 LSI Corporation (NASDAQ: LSI) today reported results for its first quarter ended March 31, 2013.
First Quarter 2013 Highlights
| First quarter 2013 revenues of $569 million |
| First quarter 2013 GAAP* net income of $0.03 per diluted share |
| First quarter 2013 non-GAAP** net income of $0.17 per diluted share |
| First quarter 2013 operating cash flows of $63 million |
Second Quarter 2013 Business Outlook
| Projected revenues of $560 million to $600 million |
| GAAP* net income in the range of ($0.02) to $0.07 per share |
| Non-GAAP** net income in the range of $0.10 to $0.16 per share |
* | Generally Accepted Accounting Principles. |
** | Excludes stock-based compensation, amortization of acquisition-related intangibles, purchase accounting effect on inventory, restructuring of operations and other items, net, gain on remeasurement of a pre-acquisition equity interest to fair value, and gain/loss on sale/write-down of investments. It also excludes the income tax effect associated with the above-mentioned items. |
LSI achieved strong results and better than expected revenues in the first quarter, despite a challenging environment for PCs and mobile infrastructure investment, said Abhi Talwalkar, LSIs president and CEO. Looking forward, we are very excited about the flash application acceleration market and our Nytro flash adapter solutions continue to gain strong acceptance with customers looking to accelerate Virtual Desktop Infrastructure (VDI), Hadoop and other Big Data applications, as well as with leading cloud based services.
First quarter 2013 revenues were $569 million, in line with guidance, compared to $622 million in the first quarter of 2012, and compared to $600 million in the fourth quarter of 2012.
First quarter 2013 GAAP* net income was $18 million or $0.03 per diluted share, compared to first quarter 2012 GAAP net income of $75 million or $0.13 per diluted share. Fourth quarter 2012 GAAP net income was $23 million or $0.04 per diluted share. First quarter 2013 GAAP net income included a net charge of $76 million from special items, consisting primarily of approximately $30 million of amortization of acquisition-related items, $26 million of stock-based compensation expense and $20 million of net restructuring and other items.
First quarter 2013 non-GAAP** net income was $94 million or $0.17 per diluted share, compared to first quarter 2012 non-GAAP net income of $117 million or $0.20 per diluted share. Fourth quarter 2012 non-GAAP net income was $101 million or $0.18 per diluted share.
Cash and short-term investments totaled approximately $659 million at quarter end. The company completed first-quarter purchases of approximately 9 million shares of its common stock for approximately $61 million.
We delivered solid earnings per share, while investing for growth in current and future product areas, said Bryon Look, LSIs CFO. We also generated strong gross margins in Q1, and continue to use our healthy cash position to pursue our stock buyback program.
LSI 2Q2013 Business Outlook
GAAP* |
Special Items |
Non-GAAP** | ||||
Revenue |
$560 million to $600 million |
$560 million to $600 million | ||||
Gross Margin |
48% to 52% | $18 million to $28 million |
53% to 55% | |||
Operating Expenses |
$260 million to $280 million |
$32 million to $42 million |
$228 million to $238 million | |||
Net Other Income |
$2 million | $2 million | ||||
Tax |
Approximately $8 million |
Approximately $8 million | ||||
Net (Loss)/Income Per Share |
($0.02) to $0.07 | ($0.09) to ($0.12) | $0.10 to $0.16 | |||
Diluted Share Count |
565 million | 565 million |
Capital spending is projected to be around $20 million in the second quarter and approximately $85 million in total for 2013.
Depreciation and software amortization is projected to be around $15 million in the second quarter and approximately $60 million in total for 2013.
LSI Conference Call Information
LSI will hold a conference call today at 2 p.m. PDT to discuss first quarter 2013 financial results and the second quarter 2013 business outlook. Internet users can access the conference call at http://www.lsi.com/webcast. Subsequent to the conference call, a replay will be available at the same web address.
Forward-Looking Statements: This news release contains forward-looking statements that are based on the current opinions and estimates of management. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could cause LSIs actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to: our ability to achieve anticipated synergies and to develop integrated new products following our acquisition of SandForce; our ability to repurchase our common stock at prices we believe to be advantageous; our reliance on major customers and suppliers; our ability to keep up with rapid technological change; our ability to compete successfully in competitive markets; fluctuations in the timing and volumes of customer demand; the unavailability of appropriate levels of manufacturing capacity; and general industry and macro-economic conditions. For additional information, see the documents filed by LSI with the Securities and Exchange Commission, and specifically the risk factors set forth in the companys most recent reports on Form 10-K and 10-Q. LSI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About LSI
LSI Corporation (NASDAQ: LSI) designs semiconductors and software that accelerate storage and networking in datacenters, mobile networks and client computing. Our technology is the intelligence critical to enhanced application performance, and is applied in solutions created in collaboration with our partners. More information is available at www.lsi.com.
LSI, the LSI & Design logo and Storage.Networking.Accelerated. are trademarks or registered trademarks of LSI Corporation in the United States and/or other countries.
All other brand or product names may be trademarks or registered trademarks of their respective companies.
Investor Relations Contact: Sujal Shah 610-712-5471 sujal.shah@lsi.com |
Media Relations Contact: Dave Miller 408-712-7813 dave.c.miller@lsi.com |
LSI CORPORATION
Condensed Consolidated Balance Sheets
(In millions)
(Unaudited)
March 31, 2013 |
December 31, 2012 |
April 1, 2012 |
||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and short-term investments |
$ | 658.5 | $ | 676.0 | $ | 623.1 | ||||||
Accounts receivable, net |
223.2 | 264.1 | 302.1 | |||||||||
Inventories |
181.1 | 206.3 | 200.8 | |||||||||
Prepaid expenses and other current assets |
70.0 | 80.4 | 62.4 | |||||||||
|
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|
|
|
|
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Total current assets |
1,132.8 | 1,226.8 | 1,188.4 | |||||||||
Property and equipment, net |
278.0 | 269.7 | 235.1 | |||||||||
Goodwill and identified intangible assets, net |
711.5 | 741.1 | 832.0 | |||||||||
Other assets |
118.6 | 118.6 | 111.6 | |||||||||
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|
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Total assets |
$ | 2,240.9 | $ | 2,356.2 | $ | 2,367.1 | ||||||
|
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|
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Liabilities and Stockholders Equity |
||||||||||||
Current liabilities |
$ | 441.5 | $ | 516.9 | $ | 470.3 | ||||||
Pension, tax and other liabilities |
658.4 | 679.6 | 693.5 | |||||||||
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|
|
|
|
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Total liabilities |
1,099.9 | 1,196.5 | 1,163.8 | |||||||||
|
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|
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Stockholders equity: |
||||||||||||
Common stock and additional paid-in capital |
5,535.9 | 5,578.8 | 5,691.4 | |||||||||
Accumulated deficit |
(3,822.4 | ) | (3,840.8 | ) | (3,961.8 | ) | ||||||
Accumulated other comprehensive loss |
(572.5 | ) | (578.3 | ) | (526.3 | ) | ||||||
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|
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Total stockholders equity |
1,141.0 | 1,159.7 | 1,203.3 | |||||||||
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Total liabilities and stockholders equity |
$ | 2,240.9 | $ | 2,356.2 | $ | 2,367.1 | ||||||
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|
LSI CORPORATION
Consolidated Statements of Operations (GAAP)
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | ||||||||||||
March 31, | December 31, | April 1, | ||||||||||
2013 | 2012 | 2012 | ||||||||||
Revenues |
$ | 568,636 | $ | 600,128 | $ | 622,424 | ||||||
Cost of revenues |
256,511 | 275,538 | 296,152 | |||||||||
Amortization of acquisition-related intangibles |
19,746 | 21,318 | 21,390 | |||||||||
Purchase accounting effect on inventory |
| | 14,458 | |||||||||
Stock-based compensation expense |
2,875 | 2,858 | 3,512 | |||||||||
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|
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Total cost of revenues |
279,132 | 299,714 | 335,512 | |||||||||
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Gross profit |
289,504 | 300,414 | 286,912 | |||||||||
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Research and development |
158,896 | 165,758 | 157,563 | |||||||||
Stock-based compensation expense |
12,409 | 11,613 | 12,308 | |||||||||
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Total research and development |
171,305 | 177,371 | 169,871 | |||||||||
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Selling, general and administrative |
69,350 | 64,919 | 66,419 | |||||||||
Amortization of acquisition-related intangibles |
9,883 | 8,667 | 8,667 | |||||||||
Stock-based compensation expense |
10,262 | 10,291 | 15,014 | |||||||||
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Total selling, general and administrative |
89,495 | 83,877 | 90,100 | |||||||||
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Restructuring of operations and other items, net |
20,452 | 22,917 | 15,462 | |||||||||
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Income from operations |
8,252 | 16,249 | 11,479 | |||||||||
Interest income and other, net |
7,880 | 7,606 | 14,656 | |||||||||
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Income before income taxes |
16,132 | 23,855 | 26,135 | |||||||||
(Benefit from)/provision for income taxes |
(2,300 | ) | 1,202 | (49,062 | ) | |||||||
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Net income |
$ | 18,432 | $ | 22,653 | $ | 75,197 | ||||||
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Net income per share: |
||||||||||||
Basic |
$ | 0.03 | $ | 0.04 | $ | 0.13 | ||||||
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Diluted |
$ | 0.03 | $ | 0.04 | $ | 0.13 | ||||||
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Shares used in computing per share amounts: |
||||||||||||
Basic |
550,227 | 552,761 | 566,709 | |||||||||
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Diluted |
567,092 | 568,611 | 590,556 | |||||||||
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Reconciliations of certain GAAP measures to non-GAAP measures are included below. |
||||||||||||
Three Months Ended | ||||||||||||
March 31, | December 31, | April 1, | ||||||||||
2013 | 2012 | 2012 | ||||||||||
Reconciliation of GAAP net income to non-GAAP net income: |
||||||||||||
GAAP net income |
$ | 18,432 | $ | 22,653 | $ | 75,197 | ||||||
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Special items: |
||||||||||||
a) Stock-based compensation expense - cost of revenues |
2,875 | 2,858 | 3,512 | |||||||||
b) Stock-based compensation expense - R&D |
12,409 | 11,613 | 12,308 | |||||||||
c) Stock-based compensation expense - SG&A |
10,262 | 10,291 | 15,014 | |||||||||
d) Amortization of acquisition-related intangibles - cost of revenues |
19,746 | 21,318 | 21,390 | |||||||||
e) Amortization of acquisition-related intangibles - SG&A |
9,883 | 8,667 | 8,667 | |||||||||
f) Purchase accounting effect on inventory |
| | 14,458 | |||||||||
g) Restructuring of operations and other items, net |
20,452 | 22,917 | 15,462 | |||||||||
h) Gain on re-measurement of a pre-acquisition equity interest to fair value |
| | (5,765 | ) | ||||||||
i) Income tax effect |
| 833 | (43,198 | ) | ||||||||
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Total special items |
75,627 | 78,497 | 41,848 | |||||||||
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Non-GAAP net income |
$ | 94,059 | $ | 101,150 | $ | 117,045 | ||||||
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Non-GAAP income per share: |
||||||||||||
Basic |
$ | 0.17 | $ | 0.18 | $ | 0.21 | ||||||
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Diluted |
$ | 0.17 | $ | 0.18 | $ | 0.20 | ||||||
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Shares used in computing non-GAAP per share amounts: |
||||||||||||
Basic |
550,227 | 552,761 | 566,709 | |||||||||
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Diluted |
567,092 | 568,611 | 590,556 | |||||||||
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LSI CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended | ||||||||||||
March 31, | December 31, | April 1, | ||||||||||
2013 | 2012 | 2012 | ||||||||||
Operating activities: |
||||||||||||
Net income |
$ | 18,432 | $ | 22,653 | $ | 75,197 | ||||||
Adjustments: |
||||||||||||
Depreciation and amortization |
44,285 | 44,166 | 45,368 | |||||||||
Stock-based compensation expense |
25,546 | 24,762 | 30,834 | |||||||||
Non-cash restructuring of operations and other items, net |
1,536 | 221 | 2,140 | |||||||||
Gain on re-measurement of a pre-acquisition equity interest to fair value |
| | (5,765 | ) | ||||||||
(Gain)/loss on sale of property and equipment |
(4 | ) | (46 | ) | 25 | |||||||
Unrealized foreign exchange loss/(gain) |
589 | (518 | ) | 1,461 | ||||||||
Deferred taxes |
(26 | ) | (9,972 | ) | (43,202 | ) | ||||||
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business combination: |
||||||||||||
Accounts receivable |
40,652 | (7,620 | ) | (44,845 | ) | |||||||
Inventories |
25,123 | 2,748 | 3,453 | |||||||||
Prepaid expenses, assets held for sale and other assets |
(7,955 | ) | (16,850 | ) | (2,290 | ) | ||||||
Accounts payable |
(33,054 | ) | 23,208 | 47,119 | ||||||||
Accrued and other liabilities |
(52,294 | ) | 12,103 | (59,270 | ) | |||||||
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|
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|
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Net cash provided by operating activities |
62,830 | 94,855 | 50,225 | |||||||||
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Investing activities: |
||||||||||||
Purchases of debt securities available-for-sale |
(53,345 | ) | (37,206 | ) | (21,263 | ) | ||||||
Proceeds from maturities and sales of debt securities available-for-sale |
24,117 | 28,320 | 9,506 | |||||||||
Purchases of other investments |
(750 | ) | (500 | ) | | |||||||
Purchases of property and equipment |
(25,075 | ) | (27,494 | ) | (64,982 | ) | ||||||
Proceeds from sale of property and equipment |
27 | 67 | 21 | |||||||||
Acquisition of business, net of cash acquired |
| | (319,231 | ) | ||||||||
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|
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Net cash used in investing activities |
(55,026 | ) | (36,813 | ) | (395,949 | ) | ||||||
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Financing activities: |
||||||||||||
Issuance of common stock |
8,165 | 20,985 | 65,274 | |||||||||
Purchases of common stock under repurchase program |
(60,765 | ) | (46,338 | ) | (38,206 | ) | ||||||
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Net cash (used in)/provided by financing activities |
(52,600 | ) | (25,353 | ) | 27,068 | |||||||
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|
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Effect of exchange rate changes on cash and cash equivalents |
(1,507 | ) | (1,668 | ) | (495 | ) | ||||||
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|
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Net change in cash and cash equivalents |
(46,303 | ) | 31,021 | (319,151 | ) | |||||||
Cash and cash equivalents at beginning of period |
471,528 | 440,507 | 779,811 | |||||||||
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Cash and cash equivalents at end of period |
$ | 425,225 | $ | 471,528 | $ | 460,660 | ||||||
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