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8-K

Lattice Semiconductor Corp (LSCC)

8-K 2021-11-02 For: 2021-11-02
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Added on April 09, 2026

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)

November 2, 2021

Lattice Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware 000-18032 93-0835214
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

5555 NE Moore Court

Hillsboro**, Oregon 97124**

(Address of principal executive offices, including zip code)

(503) 268-8000

(Registrant's telephone number, including area code)

(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))
--- ---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $.01 par value LSCC NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition.

On November 2, 2021, Lattice Semiconductor Corporation (the “Company”) issued a press release announcing the Company's financial results for the third quarter ended October 2, 2021. A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed to be “filed” for the 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 (the “Securities Act”), 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

The following exhibits are being furnished herewith:

Exhibit No. Description
99.1 Press Release, dated November 2, 2021 (furnished herewith).
104 Cover Page Interactive Data File (formatted as Inline XBRL).

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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.

LATTICE SEMICONDUCTOR CORPORATION
By: /s/ Sherri Luther
Date: November 2, 2021 Sherri Luther<br><br> <br>Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release, dated November 2, 2021 (furnished herewith).
104 Cover Page Interactive Data File (formatted as Inline XBRL).

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ex_282359.htm

Exhibit 99.1

NEWS RELEASE

lcsslogo.jpg

CONTACTS
MEDIA: INVESTORS:
Sophia Hong Rick Muscha
Lattice Semiconductor Corporation Lattice Semiconductor Corporation
503-268-8786 408-826-6000
Sophia.Hong@latticesemi.com Rick.Muscha@latticesemi.com

LATTICE SEMICONDUCTOR REPORTS Third QUARTER 2021 RESULTS

Revenue increases 28% compared to Q3 2020 and 5% compared to Q2 2021
Gross Margin Expands to 62.8% / 63.6% for Q3 2021 on a GAAP / Non-GAAP Basis, from 60.5% / 61.5%, respectively, for Q3 2020
Net Income Improves to $0.19 / $0.28 Per Diluted Share for Q3 2021 on a GAAP / Non-GAAP Basis, Compared to $0.09 / $0.19, respectively, for Q3 2020

* GAAP represents U.S. Generally Accepted Accounting Principles. Non-GAAP represents GAAP excluding the impact of certain activities which the Company's management excludes in analyzing the Company's operating results and in understanding trends in the Company's earnings. Additional information relating to these measures is included below in “Non-GAAP Financial Measures.” For a reconciliation of GAAP to non-GAAP results, see accompanying tables "Reconciliation of U.S. GAAP to Non-GAAP Financial Measures."

HILLSBORO, OR - November 2, 2021 - Lattice Semiconductor Corporation (NASDAQ: LSCC), the low power programmable leader, announced financial results today for the fiscal third quarter ended October 2, 2021.

Jim Anderson, president and CEO, said, "We drove 28% year-over-year revenue growth, with a year-over-year increase in net income of 112% on a GAAP basis and 49% on a non-GAAP basis. We saw strong revenue growth across all of our end markets, as we continued to expand our leadership product portfolio."

Sherri Luther, CFO, said, "We achieved record operating profit of 20.5% on a GAAP basis and 30.4% on a non-GAAP basis, while driving gross margin expansion of 230 basis points on a GAAP basis and 210 basis points on a non-GAAP basis compared to Q3 2020. Year to date, we generated $116 million in cash flow from operations and repurchased $55 million of the Company's shares."

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Selected Third Quarter 2021 Financial Results and Comparisons (in thousands, except per share data)

GAAP Financial Results (unaudited)
Q3 2021 Q2 2021 Q3 2020 Q/Q Y/Y
Revenue $ 131,911 $ 125,905 $ 103,042 4.8% 28.0%
Gross Margin % 62.8 % 61.3 % 60.5 % 150 bps 230 bps
R&D Expense % 21.8 % 21.8 % 21.8 %
SG&A Expense % 19.9 % 20.3 % 23.1 % (40) bps (320) bps
Operating Expense $ 55,810 $ 53,868 $ 49,492 3.6% 12.8%
Operating Income $ 27,015 $ 23,316 $ 12,814 15.9% 110.8%
Net Income $ 26,739 $ 21,838 $ 12,607 22.4% 112.1%
Net Income per Share - Basic $ 0.20 $ 0.16 $ 0.09 $0.04 $ 0.11
Net Income per Share - Diluted $ 0.19 $ 0.15 $ 0.09 $0.04 $ 0.10
Non-GAAP* Financial Results (unaudited)
--- --- --- --- --- --- --- --- --- --- --- ---
Q3 2021 Q2 2021 Q3 2020 Q/Q Y/Y
Revenue $ 131,911 $ 125,905 $ 103,042 4.8% 28.0%
Gross Margin % 63.6 % 62.1 % 61.5 % 150 bps 210 bps
R&D Expense % 18.8 % 18.4 % 19.0 % 40 bps (20) bps
SG&A Expense % 14.8 % 14.6 % 16.0 % 20 bps (120) bps
Operating Expense $ 43,802 $ 41,528 $ 36,008 5.5% 21.6%
Operating Income $ 40,079 $ 36,651 $ 27,320 9.4% 46.7%
Net Income $ 39,620 $ 35,206 $ 26,635 12.5% 48.8%
Net Income per Share - Basic $ 0.29 $ 0.26 $ 0.20 $ 0.03 $ 0.09
Net Income per Share - Diluted $ 0.28 $ 0.25 $ 0.19 $ 0.03 $ 0.09

Third Quarter 2021 Highlights

Revenue Growth: Third consecutive quarter of double-digit growth, with revenue increasing 28% in Q3 2021 compared to Q3 2020 and 5% compared to Q2 2021.
Profit Expansion: Gross margin expanded 230 basis points on a GAAP basis and 210 basis points on a non-GAAP basis compared to Q3 2020, with net income increasing 112% on a GAAP basis and 49% on a non-GAAP basis compared to Q3 2020.
Lattice Wins 2021 Sustainability Leadership Award: The Business Intelligence Group recognized Lattice for its company-wide commitment to sustainability and organization-wide support to achieve a cleaner, more sustainable world. This is a key focus for Lattice, driven by the Company's leadership in power-efficient products.
Award-Winning Lattice mVision™ Solution Stack™: Lattice's mVision stack now supports 4K video data processing and LPDDR4 memory to deliver higher quality image signal processing (ISP) performance. This allows developers to quickly implement popular high-speed communication and display interfaces to accelerate embedded vision performance with class-leading low power consumption for Edge applications.
**Lattice Certus™-NX for Automotive Applications:**Lattice expanded its growing portfolio of automotive products with optimized versions of the Lattice Certus™-NX FPGA family. Built on the Lattice Nexus™ platform, these new Certus-NX devices combine automotive-grade features with class-leading performance and power efficiency.

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Business Outlook - Fourth Quarter of 2021:

Revenue for the fourth quarter of 2021 is expected to be between $129 million and $139 million.
Gross margin percentage for the fourth quarter of 2021 is expected to be 64% plus or minus 1% on a non-GAAP basis.
Total operating expenses for the fourth quarter of 2021 are expected to be between $44 million and $46 million on a non-GAAP basis.

Non-GAAP Financial Measures: In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release makes reference to non-GAAP financial measures. With respect to the outlook for the fourth quarter of 2021, certain items that affect GAAP measurement of financial measures are out of the Company’s control and/or cannot be reasonably predicted. Consequently, the Company is unable to provide a reasonable estimate of GAAP measurement for guidance or a corresponding reconciliation to GAAP for the quarter. Additional information regarding the reasons the Company uses non-GAAP measures, a reconciliation of these measures to the most directly comparable GAAP measures, and other information relating to these measures are included below, following the GAAP financial information.

Investor Conference Call / Webcast Details:

Lattice Semiconductor will review the Company's financial results for the fiscal third quarter 2021, and business outlook on Tuesday, November 2 at 5:00 p.m. Eastern Time. The dial-in number for the live audio call is 1-888-684-5603 or 1-918-398-4852 with conference identification number 4666084. A live webcast of the conference call will also be available on the investor relations section of www.latticesemi.com. The Company's financial guidance will be limited to the comments on its public quarterly earnings call and the public business outlook statements contained in this press release.

Forward-Looking Statements Notice:

The foregoing paragraphs contain forward-looking statements that involve estimates, assumptions, risks and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Such forward-looking statements include, but are not limited to, statements relating to: our belief that we are continuing to expand our leadership product portfolio; and the statements under the heading “Business Outlook - Fourth Quarter of 2021.” Other forward-looking statements may be indicated by words such as “will,” “could,” “should,” “would,” “may,” “expect,” “plan,” “project,” “anticipate,” “intend,” “forecast,” “future,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Estimates of future revenue are inherently uncertain due to such factors such as global economic conditions which may affect customer demand, pricing pressures, competitive actions, and international trade disputes and sanctions. In addition, the COVID-19 pandemic has negatively impacted the overall economy and, as a result of the foregoing, may negatively impact our operating results for future periods. Actual gross margin percentage and operating expenses could vary from the estimates on the basis of, among other things, changes in revenue levels, changes in product pricing and mix, changes in wafer, assembly, test and other costs, variations in manufacturing yields, the failure to sustain operational improvements, and the actual amount of compensation charges due to stock price changes. Actual results may differ materially from our expectations and are subject to risks and uncertainties that relate more broadly to our overall business, including those risks more fully described in Lattice’s filings with the SEC including its Annual Report on Form 10-K for the fiscal year ended January 2, 2021, and Lattice’s quarterly reports filed on Form 10-Q. COVID-19 may increase or change the severity of our other risks reported in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. Lattice believes these and other risks and uncertainties could cause actual results to differ materially from the forward-looking statements. You should not unduly rely on forward-looking statements because actual results could differ materially from those expressed in any forward-looking statements. In addition, any forward-looking statement applies only as of the date on which it is made. The Company does not intend to update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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Non-GAAP Financial Measures:

Included within this press release and the accompanying tables and notes are certain non-GAAP financial measures that supplement the Company's consolidated financial information prepared in accordance with U.S. GAAP. The non-GAAP measures presented exclude charges and adjustments primarily related to stock-based compensation and related tax effects, restructuring plans and related charges, amortization of acquired intangible assets, and the estimated tax effect of these items. These charges and adjustments are a result of periodic or non-core operating activities of the Company. The Company describes these non-GAAP financial measures and reconciles them to the most directly comparable GAAP measures in the tables and notes attached to this press release.

The Company's management believes that these non-GAAP financial measures provide an additional and useful way of viewing aspects of our performance that, when viewed in conjunction with our GAAP results, provide a more comprehensive understanding of the various factors and trends affecting our ongoing financial performance and operating results than GAAP measures alone. Management also uses these non-GAAP measures for strategic and business decision-making, internal budgeting, forecasting, and resource allocation processes and believes that investors should have access to similar data.

These non-GAAP measures are included solely for informational and comparative purposes and are not meant as a substitute for GAAP and should be considered together with the consolidated financial information located in the tables attached to this press release.

About Lattice Semiconductor Corporation:

Lattice Semiconductor (NASDAQ: LSCC) is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing communications, computing, industrial, automotive, and consumer markets. Our technology, long-standing relationships, and commitment to world-class support let our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.

For more information about Lattice, please visit www.latticesemi.com. You can also follow us via LinkedIn, Twitter, Facebook, YouTube, WeChat, Weibo or Youku.

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Lattice Semiconductor Corporation

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

Three Months Ended Nine Months Ended
October 2, July 3, September 26, October 2, September 26,
2021 2021 2020 2021 2020
Revenue $ 131,911 $ 125,905 $ 103,042 $ 373,532 $ 300,947
Cost of sales 49,086 48,721 40,736 142,937 120,502
Gross margin 82,825 77,184 62,306 230,595 180,445
Operating expenses:
Research and development 28,769 27,454 22,439 80,289 66,590
Selling, general, and administrative 26,272 25,607 23,758 76,971 70,797
Amortization of acquired intangible assets 603 603 603 1,809 3,846
Restructuring 166 204 2,692 546 4,178
Total operating expenses 55,810 53,868 49,492 159,615 145,411
Income from operations 27,015 23,316 12,814 70,980 35,034
Interest expense (661 ) (702 ) (792 ) (2,081 ) (2,914 )
Other (expense) income, net (87 ) (135 ) (70 ) (384 ) (83 )
Income before income taxes 26,267 22,479 11,952 68,515 32,037
Income tax expense (benefit) (472 ) 641 (655 ) 1,125 634
Net income $ 26,739 $ 21,838 $ 12,607 $ 67,390 $ 31,403
Net income per share:
Basic $ 0.20 $ 0.16 $ 0.09 $ 0.49 $ 0.23
Diluted $ 0.19 $ 0.15 $ 0.09 $ 0.47 $ 0.22
Shares used in per share calculations:
Basic 136,638 136,388 135,598 136,476 134,903
Diluted 141,632 141,491 141,524 142,163 140,763

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Lattice Semiconductor Corporation

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

October 2, January 2,
2021 2021
Assets
Current assets:
Cash and cash equivalents $ 181,452 $ 182,332
Accounts receivable, net 79,606 64,581
Inventories, net 66,105 64,599
Other current assets 24,596 22,331
Total current assets 351,759 333,843
Property and equipment, net 37,261 39,666
Operating lease right-of-use assets 24,822 22,178
Intangible assets, net 5,643 6,321
Goodwill 267,514 267,514
Deferred income taxes 563 577
Other long-term assets 17,277 9,968
$ 704,839 $ 680,067
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 36,323 $ 27,530
Accrued expenses 24,518 21,411
Accrued payroll obligations 25,365 18,028
Current portion of long-term debt 17,163 12,762
Total current liabilities 103,369 79,731
Long-term debt, net of current portion 145,057 157,934
Long-term operating lease liabilities, net of current portion 20,407 18,906
Other long-term liabilities 43,106 39,069
Total liabilities 311,939 295,640
Stockholders' equity 392,900 384,427
$ 704,839 $ 680,067

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Lattice Semiconductor Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Nine Months Ended
October 2, September 26,
2021 2020
Cash flows from operating activities:
Net income $ 67,390 $ 31,403
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense 32,624 30,228
Depreciation and amortization 17,839 19,263
Other non-cash adjustments 5,083 4,663
Net changes in assets and liabilities (6,873 ) (16,599 )
Net cash provided by (used in) operating activities 116,063 68,958
Cash flows from investing activities:
Capital expenditures (7,118 ) (9,781 )
Other investing activities (9,534 ) (6,850 )
Net cash provided by (used in) investing activities (16,652 ) (16,631 )
Cash flows from financing activities:
Proceeds from long-term debt 50,000
Repayment of long-term debt (8,750 ) (26,250 )
Repurchase of common stock (55,126 )
Net cash flows related to stock compensation exercises (36,347 ) (12,789 )
Net cash provided by (used in) financing activities (100,223 ) 10,961
Effect of exchange rate change on cash (68 ) 899
Net increase in cash and cash equivalents (880 ) 64,187
Beginning cash and cash equivalents 182,332 118,081
Ending cash and cash equivalents $ 181,452 $ 182,268
Supplemental disclosure of cash flow information and non-cash investing and financing activities: **** ****
Interest paid $ 1,755 $ 2,849
Income taxes paid, net of refunds $ 2,842 $ 2,317

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Lattice Semiconductor Corporation

Supplemental Historical Financial Information

(unaudited)

Three Months Ended
October 2, July 3, September 26,
2021 2021 2020
Balance Sheet Information **** **** ****
A/R Days Revenue Outstanding (DSO) 55 52 65
Inventory Days (DIO) 123 123 133
Revenue% (by Geography) **** **** ****
Asia 75 % 77 % 77 %
Americas 15 % 14 % 15 %
Europe (incl. Africa) 10 % 9 % 8 %
Revenue% (by End Market) **** **** ****
Communications and Computing 42 % 42 % 43 %
Industrial and Automotive 45 % 45 % 41 %
Consumer 10 % 10 % 10 %
Licensing and Services 3 % 3 % 6 %
Revenue% (by Channel) **** **** ****
Distribution 90 % 88 % 82 %
Direct 10 % 12 % 18 %

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Lattice Semiconductor Corporation

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(unaudited)

Three Months Ended
October 2, July 3, September 26,
2021 2021 2020
Gross Margin Reconciliation
GAAP Gross margin $ 82,825 $ 77,184 $ 62,306
Stock-based compensation - gross margin (1) 1,056 995 1,022
Non-GAAP Gross margin $ 83,881 $ 78,179 $ 63,328
Gross Margin % Reconciliation ****** ****** ******
--- --- --- --- --- --- ---
GAAP Gross margin % 62.8 % 61.3 % 60.5 %
Cumulative effect of non-GAAP Gross Margin adjustments 0.8 % 0.8 % 1.0 %
Non-GAAP Gross margin % 63.6 % 62.1 % 61.5 %
Research and Development Expense % (R&D Expense %) Reconciliation ****** ****** ******
--- --- --- --- --- --- ---
GAAP R&D Expense % 21.8 % 21.8 % 21.8 %
Stock-based compensation - R&D (1) (3.0 )% (3.4 )% (2.8 )%
Non-GAAP R&D Expense % 18.8 % 18.4 % 19.0 %
Selling, General, and Administrative Expense % (SG&A Expense %) Reconciliation ****** ****** ******
--- --- --- --- --- --- ---
GAAP SG&A Expense % 19.9 % 20.3 % 23.1 %
Stock-based compensation - SG&A (1) (5.1 )% (5.7 )% (7.1 )%
Non-GAAP SG&A Expense % 14.8 % 14.6 % 16.0 %
Operating Expenses Reconciliation ****** ****** ******
--- --- --- --- --- --- --- --- --- ---
GAAP Operating expenses $ 55,810 $ 53,868 $ 49,492
Stock-based compensation - operations (1) (10,704 ) (11,533 ) (10,189 )
Amortization of acquired intangible assets (603 ) (603 ) (603 )
Restructuring and other charges (701 ) (204 ) (2,692 )
Non-GAAP Operating expenses $ 43,802 $ 41,528 $ 36,008
Income from Operations Reconciliation
--- --- --- --- --- --- ---
GAAP Income from operations $ 27,015 $ 23,316 $ 12,814
Stock-based compensation - gross margin (1) 1,056 995 1,022
Stock-based compensation - operations (1) 10,704 11,533 10,189
Amortization of acquired intangible assets 603 603 603
Restructuring and other charges 701 204 2,692
Non-GAAP Income from operations $ 40,079 $ 36,651 $ 27,320
Income from Operations % Reconciliation ****** ****** ******
--- --- --- --- --- --- ---
GAAP Income from operations % 20.5 % 18.5 % 12.4 %
Cumulative effect of non-GAAP Gross Margin and Operating adjustments 9.9 % 10.6 % 14.1 %
Non-GAAP Income from operations % 30.4 % 29.1 % 26.5 %
(1) The non-GAAP adjustments for Stock-based compensation include related tax expenses.
--- ---

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Lattice Semiconductor Corporation

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(unaudited)

Three Months Ended
October 2, July 3, September 26,
2021 2021 2020
Income Tax Expense (Benefit) Reconciliation ****** ****** ******
GAAP Income tax expense (benefit) $ (472 ) $ 641 $ (655 )
Estimated tax effect of non-GAAP adjustments (2) 183 (33 ) 478
Non-GAAP Income tax expense (benefit) $ (289 ) $ 608 $ (177 )
Net Income Reconciliation ****** ******
--- --- --- --- --- --- --- --- ---
GAAP Net income $ 26,739 $ 21,838 $ 12,607
Stock-based compensation - gross margin (1) 1,056 995 1,022
Stock-based compensation - operations (1) 10,704 11,533 10,189
Amortization of acquired intangible assets 603 603 603
Restructuring and other charges 701 204 2,692
Estimated tax effect of non-GAAP adjustments (2) (183 ) 33 (478 )
Non-GAAP Net income $ 39,620 $ 35,206 $ 26,635
Net Income Per Share Reconciliation
--- --- --- --- --- --- ---
GAAP Net income per share - basic $ 0.20 $ 0.16 $ 0.09
Cumulative effect of Non-GAAP adjustments 0.09 0.10 0.11
Non-GAAP Net income per share - basic $ 0.29 $ 0.26 $ 0.20
GAAP Net income per share - diluted $ 0.19 $ 0.15 $ 0.09
Cumulative effect of Non-GAAP adjustments 0.09 0.10 0.10
Non-GAAP Net income per share - diluted $ 0.28 $ 0.25 $ 0.19
Shares used in per share calculations:
Basic 136,638 136,388 135,598
Diluted 141,632 141,491 141,524
(1) The non-GAAP adjustments for Stock-based compensation include related tax expenses.
--- ---
(2) We calculate non-GAAP tax expense by applying our tax provision model to year-to-date and projected income after adjusting for non-GAAP items. The difference between calculated values for GAAP and non-GAAP tax expense has been included as the “Estimated tax effect of non-GAAP adjustments.”

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