Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 1, 2017
_______________________________________________________________
Guidewire Software, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________
 
 
 
 
 
Delaware
 
001-35394
 
36-4468504
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

1001 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(Address of principal executive offices, including zip code)

(650) 357-9100
(Registrant’s 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:
¨
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 June 1, 2017, Guidewire Software, Inc. (the "Company") issued a press release announcing unaudited financial results for its third quarter ended April 30, 2017. A copy of the press release is attached as Exhibit 99.1.

In accordance with General Instruction B.2 on Form 8-K, certain of the information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description of Exhibits
99.1
 
Press release dated June 1, 2017, titled "Guidewire Software Announces Third Quarter Fiscal 2017 Financial Results"



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.
Date: June 1, 2017
GUIDEWIRE SOFTWARE, INC.
 
 
By:
/s/ Richard Hart
 
Richard Hart
 
Chief Financial Officer




EXHIBIT INDEX
Exhibit No.
 
Description of Exhibits
99.1
 
Press release dated June 1, 2017, titled "Guidewire Software Announces Third Quarter Fiscal 2017 Financial Results"



Exhibit



Exhibit 99.1

Guidewire Software Announces Third Quarter Fiscal 2017 Financial Results

Foster City, CA - June 1, 2017 - Guidewire Software, Inc. (NYSE: GWRE), a provider of software products to Property and Casualty insurers, today announced its financial results for the fiscal quarter ended April 30, 2017.

“Revenue and profitability exceeded our guidance for the third quarter,” said Marcus Ryu, chief executive officer, Guidewire Software. “Our quarter benefited from the completion of a significant expansion of our relationship with an existing Tier 1 customer earlier in the fiscal year than we expected, as well as sales across our core, data, and digital product families.”

Ryu continued, “We also advanced the delivery of our software as cloud-based solutions.  We completed the first sale of our all-in-one cloud-based system, InsuranceNow, and our first cloud-based implementation of InsuranceSuite went live in May with its first line of business.  This latter engagement, which we have described as a digital greenfield project, represents a major milestone in our strategy to offer the full breadth of Guidewire InsurancePlatform in both cloud-based and on-premises models to serve our customers’ diverse needs.”


Third Quarter Fiscal 2017 Financial Highlights

Revenue
License and other revenue for the third quarter of fiscal 2017 was $59.0 million, an increase of 29% from the third quarter of fiscal 2016. Maintenance revenue was $16.9 million, an increase of 15% and services revenue was $47.6 million, an increase of 24%. Total revenue was $123.4 million, an increase of 25% from the same quarter in fiscal 2016.
License and other revenue for the nine months ended April 30, 2017 was $161.8 million, an increase of 23% from the comparable period in fiscal 2016. Maintenance revenue was $50.0 million, an increase of 16% and services revenue was $121.4 million, an increase of 12%. Total revenue was $333.2 million, an increase of 18% from the same period in fiscal 2016.
Rolling four-quarter recurring term license and maintenance revenue was $304.9 million as of April 30, 2017, an increase of 22% compared to the same metric as of April 30, 2016.
Profitability
GAAP loss from operations was $4.3 million for the third quarter of fiscal 2017, compared with a loss of $5.8 million in the comparable period in fiscal 2016.
Non-GAAP income from operations was $17.1 million for the third quarter of fiscal 2017, compared with $11.0 million in the comparable period in fiscal 2016.
GAAP net loss was $1.8 million for the third quarter of fiscal 2017, compared with a net loss of $0.4 million for the comparable period in fiscal 2016. GAAP net loss per share was $0.02, based on diluted weighted average shares outstanding of 74.2 million, compared with $0.01 net loss per share for the comparable period in fiscal 2016, based on diluted weighted average shares outstanding of 72.3 million.
Non-GAAP net income was $12.3 million for the third quarter of fiscal 2017, compared with $10.7 million in the comparable period in fiscal 2016. Non-GAAP net income per diluted share was $0.16, based on diluted weighted average shares outstanding of 75.2 million, compared with $0.14 in the comparable period in fiscal 2016, based on diluted weighted average shares outstanding of 73.6 million.

Balance Sheet
The Company had $591.4 million in cash, cash equivalents and investments at April 30, 2017, compared with $735.8 million at July 31, 2016. The decrease in cash, cash equivalents and investments was primarily due to $154.1 million cash used for the acquisition of ISCS and $33.5 million used for the acquisition of FirstBest. The Company generated $21.9 million cash from operations in the third quarter of fiscal 2017, compared with cash flow from operations of $23.6 million in the comparable period in fiscal 2016.







Business Outlook
Guidewire is issuing the following outlook for the fourth quarter and fiscal 2017, based on current expectations:
(in $ millions, except per share outlook)
 
Fourth Quarter Fiscal 2017
 
Full Year
Fiscal 2017
Revenue
 
165.8

169.8
 
499.0

503.0
License and other revenue
 
96.2

100.2
 
258.0

262.0
Maintenance revenue
 
17.5

18.5
 
67.5

68.5
Services revenue
 
50.6

52.6
 
172.0

174.0
GAAP income from operations
 
16.5

20.5
 
2.0

6.0
Non-GAAP income from operations
 
39.4

43.4
 
86.0

90.0
GAAP net income
 
9.1

11.2
 
3.4

5.5
GAAP net income per share
 
0.12

0.15
 
0.05

0.07
Non-GAAP net income
 
27.3

30.1
 
61.4

64.1
Non-GAAP net income per share
 
0.36

0.40
 
0.82

0.86
Guidewire continues to target term license revenue growth of 20% or higher for the current fiscal year. Non-GAAP income from operations and non-GAAP net income exclude stock-based compensation expense and amortization of intangible assets.

Conference Call Information
What:
Guidewire Software Third Quarter Fiscal 2017 Financial Results Conference Call
When:
Thursday, June 1, 2017
Time:
2:00 p.m. PT (5:00 p.m. ET)
Live Call:
(877) 857-6163, Domestic
(719) 325-4763, International
Replay:
(844) 512-2921, Passcode 9703680, Domestic
(412) 317-6671, Passcode 9703680, International
Webcast:
http://ir.guidewire.com (live and replay)

The webcast will be archived on Guidewire’s website for a period of three months.

Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: Non-GAAP operating income, Non-GAAP net income, Non-GAAP net income per share and Non-GAAP tax provision. These Non-GAAP financial measures exclude stock-based compensation and amortization of intangibles, and the tax effect of these adjustments for Non-GAAP net income and Non-GAAP net income per share.
Guidewire believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Guidewire’s financial condition and results of operations. The Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation and for budgeting and planning purposes. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.
Management of the Company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Guidewire urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business.





Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release.

About Guidewire Software
Guidewire delivers the software that Property and Casualty (P&C) insurers need to adapt and succeed in a time of rapid industry change. We combine three elements -- core operations, data and analytics, and digital engagement -- into an insurance platform that enhances insurers’ ability to engage and empower their customers and employees. More than 300 P&C insurers around the world have selected Guidewire. For more information, please visit www.guidewire.com. Follow us on twitter: @Guidewire_PandC.
NOTE: Guidewire, Guidewire Software, Guidewire ClaimCenter, Guidewire PolicyCenter, and Guidewire BillingCenter are registered trademarks of Guidewire Software, Inc. in the United States and/or other countries.

Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook, market positioning and future investments. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Guidewire’s control. Guidewire’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in Guidewire’s most recent Forms 10-K and 10-Q filed with the Securities and Exchange Commission as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission. In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: the market for our software may develop more slowly than expected or than it has in the past; quarterly and annual operating results may fluctuate more than expected; seasonal and other variations related to our revenue recognition may cause significant fluctuations in our results of operations and cash flows; our reliance on sales to and renewals from a relatively small number of large customers for a substantial portion of our revenues; our services revenues produce lower gross margins than our license and maintenance revenues; assertions by third parties that we violate their intellectual property rights could substantially harm our business; we face intense competition in our market; weakened global economic conditions may adversely affect the P&C insurance industry including the rate of information technology spending; our product development and sales cycles are lengthy; the risk of losing key employees; changes in foreign exchange rates; general political or destabilizing events, including war, conflict or acts of terrorism; and other risks and uncertainties. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Guidewire’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. Guidewire undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Guidewire’s views as of any date subsequent to the date of this press release.

Media Contact:
Diana Stott
Guidewire Software, Inc.
(650) 356-4941
dstott@guidewire.com


Investor Contact:
Garo Toomajanian
ICR, LLC
(650) 357-5282
ir@guidewire.com





GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
 
 
 
 
 
April 30,
2017
 
July 31,
2016
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
180,166

 
$
223,582

Short-term investments
297,307

 
404,655

Accounts receivable
94,955

 
62,792

Prepaid expenses and other current assets
30,743

 
16,643

Total current assets
603,171

 
707,672

Long-term investments
113,913

 
107,565

Property and equipment, net
11,896

 
12,955

Intangible assets, net
76,091

 
14,204

Deferred tax assets, net
42,960

 
31,364

Goodwill
142,027

 
30,080

Other assets
13,156

 
12,338

TOTAL ASSETS
$
1,003,214

 
$
916,178

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
11,768

 
$
9,929

Accrued employee compensation
37,451

 
41,267

Deferred revenues, current
104,335

 
60,270

Other current liabilities
10,511

 
7,617

Total current liabilities
164,065

 
119,083

Deferred revenues, noncurrent
2,848

 
9,745

Other liabilities
2,393

 
3,415

Total liabilities
169,306

 
132,243

STOCKHOLDERS’ EQUITY:
 
 
 
Common stock
7

 
7

Additional paid-in capital
799,491

 
742,690

Accumulated other comprehensive loss
(7,718
)
 
(6,593
)
Retained earnings
42,128

 
47,831

Total stockholders’ equity
833,908

 
783,935

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
1,003,214

 
$
916,178






GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except share and per share data)
 
 
 
 
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
License and other
$
58,971

 
$
45,796

 
$
161,767

 
$
131,512

Maintenance
16,858

 
14,676

 
49,972

 
42,945

Services
47,607

 
38,388

 
121,445

 
108,812

Total revenues
123,436

 
98,860

 
333,184

 
283,269

Cost of revenues: (1)
 
 
 
 
 
 
 
License and other
5,208

 
2,137

 
10,419

 
4,878

Maintenance
3,480

 
3,034

 
9,884

 
8,145

Services
42,780

 
33,836

 
113,995

 
96,055

Total cost of revenues
51,468

 
39,007

 
134,298

 
109,078

Gross profit:
 
 
 
 
 
 
 
License and other
53,763

 
43,659

 
151,348

 
126,634

Maintenance
13,378

 
11,642

 
40,088

 
34,800

Services
4,827

 
4,552

 
7,450

 
12,757

Total gross profit
71,968

 
59,853

 
198,886

 
174,191

Operating expenses: (1) 
 
 
 
 
 
 
 
Research and development
34,090

 
29,273

 
94,865

 
80,354

Sales and marketing
28,788

 
22,908

 
77,808

 
64,860

General and administrative
13,429

 
13,449

 
40,649

 
36,015

Total operating expenses
76,307

 
65,630

 
213,322

 
181,229

Loss from operations
(4,339
)
 
(5,777
)
 
(14,436
)
 
(7,038
)
Interest income
1,394

 
2,211

 
4,280

 
3,665

Other income (expense), net
11

 
804

 
(335
)
 
(161
)
Loss before income taxes
(2,934
)
 
(2,762
)
 
(10,491
)
 
(3,534
)
Benefit from income taxes
(1,115
)
 
(2,358
)
 
(4,788
)
 
(2,413
)
Net loss
$
(1,819
)
 
$
(404
)
 
$
(5,703
)
 
$
(1,121
)
Net loss per share:
 
 
 
 
 
 
 
Basic
$
(0.02
)
 
$
(0.01
)
 
$
(0.08
)
 
$
(0.02
)
Diluted
$
(0.02
)
 
$
(0.01
)
 
$
(0.08
)
 
$
(0.02
)
Shares used in computing net loss per share:
 
 
 
 
 
 
 
Basic
74,175,603

 
72,297,934

 
73,731,132

 
71,769,613

Diluted
74,175,603

 
72,297,934

 
73,731,132

 
71,769,613






(1) Amounts include stock-based compensation expense as follows:
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2017
 
2016
 
2017
 
2016
 
(unaudited, in thousands)
 Stock-based compensation expenses:
 
 Cost of license revenue
$
90

 
$
107

 
$
231

 
$
299

 Cost of maintenance revenues
416

 
388

 
1,265

 
1,107

 Cost of services revenues
4,459

 
4,450

 
13,969

 
13,486

 Research and development
4,508

 
3,889

 
13,625

 
11,472

 Marketing and sales
3,992

 
3,602

 
12,498

 
10,648

 General and administrative
3,732

 
3,757

 
12,073

 
10,873

 Total stock-based compensation expenses
$
17,197

 
$
16,193

 
$
53,661

 
$
47,885







GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2017
 
2016
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net loss
$
(1,819
)
 
$
(404
)
 
$
(5,703
)
 
$
(1,121
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
5,825

 
2,293

 
12,208

 
5,835

Stock-based compensation
17,197

 
16,193

 
53,661

 
47,885

(Excess tax benefit) shortfall from exercise of stock options and vesting of restricted stock units
962

 

 
962

 
(566
)
Deferred income tax
(1,162
)
 
(3,064
)
 
(6,779
)
 
(4,767
)
Amortization of premium on available-for-sale securities
314

 
834

 
1,174

 
2,672

Other non-cash items affecting net income (loss)
19

 
(977
)
 
27

 
(954
)
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
(24,922
)
 
(653
)
 
(25,745
)
 
1,568

Prepaid expenses and other assets
(3,483
)
 
(2,669
)
 
(7,172
)
 
(4,977
)
Accounts payable
2,261

 
700

 
546

 
(691
)
Accrued employee compensation
11,495

 
6,869

 
(3,589
)
 
(8,095
)
Other liabilities
(470
)
 
(435
)
 
(1,085
)
 
(556
)
Deferred revenues
15,671

 
4,924

 
33,032

 
14,408

Net cash provided by operating activities
21,888

 
23,611

 
51,537

 
50,641

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Purchases of available-for-sale securities
(52,150
)
 
(150,484
)
 
(343,761
)
 
(492,474
)
Sales of available-for-sale securities
144,159

 
152,790

 
442,830

 
474,297

Purchases of property and equipment
(619
)
 
(1,376
)
 
(3,236
)
 
(5,243
)
Capitalized software development costs
(374
)
 

 
(374
)
 

Strategic investment
(4,677
)
 

 
(4,677
)
 

Acquisitions of business, net of acquired cash
(154,056
)
 
(39,530
)
 
(187,590
)
 
(39,530
)
Net cash used in investing activities
(67,717
)
 
(38,600
)
 
(96,808
)
 
(62,950
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Proceeds from issuance of common stock upon exercise of stock options
1,385

 
1,432

 
3,419

 
5,421

Taxes remitted on RSU awards vested

 

 

 
(1,488
)
Excess tax benefit (shortfall) from exercise of stock options and vesting of restricted stock units
(962
)
 

 
(962
)
 
566

Net cash provided by financing activities
423

 
1,432

 
2,457

 
4,499

Effect of foreign exchange rate changes on cash and cash equivalents
209

 
1,240

 
(602
)
 
53

NET CHANGE IN CASH AND CASH EQUIVALENTS
(45,197
)
 
(12,317
)
 
(43,416
)
 
(7,757
)
CASH AND CASH EQUIVALENTS—Beginning of period
225,363

 
216,922

 
223,582

 
212,362

CASH AND CASH EQUIVALENTS—End of period
$
180,166

 
$
204,605

 
$
180,166

 
$
204,605







GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Operating Results
(unaudited, in thousands)
 
 
 
 
 
 
 
 
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP operating results for the periods indicated below:
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2017
 
2016
 
2017
 
2016
Income (loss) from operations reconciliation:
 
 
 
 
 
 
 
GAAP loss from operations
$
(4,339
)
 
$
(5,777
)
 
$
(14,436
)
 
$
(7,038
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation (1)
17,197


16,193


53,661


47,885

Amortization of intangibles (1)
4,219


574


7,313


1,294

Non-GAAP income from operations
$
17,077

 
$
10,990

 
$
46,538

 
$
42,141

 
 
 
 
 
 
 
 
Net income (loss) reconciliation:
 
 
 
 
 
 

GAAP net loss
$
(1,819
)
 
$
(404
)
 
$
(5,703
)
 
$
(1,121
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation (1)
17,197

 
16,193

 
53,661

 
47,885

Amortization of intangibles (1)
4,219

 
574

 
7,313

 
1,294

Non-GAAP tax impact (2)
(7,316
)
 
(5,697
)
 
(21,243
)
 
(14,795
)
Non-GAAP net income
$
12,281

 
$
10,666

 
$
34,028

 
$
33,263

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2017
 
2016
 
2017
 
2016
Tax provision (benefits) reconciliation:
 
 
 
 
 
 
 
GAAP tax provision (benefits)
$
(1,115
)
 
$
(2,358
)
 
$
(4,788
)
 
$
(2,413
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation
5,503

 
5,172

 
17,172

 
15,323

Amortization of intangibles
1,350

 
184

 
2,340

 
414

ISO deduction
57

 
24

 
111

 
192

Tax effect on GAAP profit before taxes due to different tax rates between GAAP and non-GAAP
406

 
317

 
1,620

 
(1,134
)
Non-GAAP tax provision
$
6,201

 
$
3,339

 
$
16,455

 
$
12,382

 
 
 
 
 
 
 
 

(1) Adjustments relate to amortization of acquired intangibles and stock-based compensation recognized during the period for GAAP purposes.
(2) Adjustment reflects the tax benefit resulting from all non-GAAP adjustments.






GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Operating Results
(unaudited, in thousands except share and per share data)
 
 
 
 
 
 
 
 
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP operating results for the periods indicated below:
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
Earnings per share reconciliation:
2017
 
2016
 
2017
 
2016
GAAP earnings per share - Diluted
$
(0.02
)
 
$
(0.01
)
 
$
(0.08
)
 
$
(0.02
)
Amortization of intangibles acquired in business combinations
0.06

 
0.01

 
0.10

 
0.02

Stock-based compensation
0.23

 
0.22

 
0.73

 
0.67

Less tax benefit of non GAAP items
(0.10
)
 
(0.08
)
 
(0.29
)
 
(0.21
)
Non-GAAP dilutive shares excluded from GAAP EPS calculation (1)
(0.01
)
 

 
(0.01
)
 
(0.01
)
Non-GAAP earnings per share - Diluted
$
0.16

 
$
0.14

 
$
0.45

 
$
0.45

 
(1) Due to the occurrence of a net loss on a GAAP basis, potentially dilutive securities were excluded from the calculation of GAAP earnings per share, as they would have an anti-dilutive effect. However, as net income was earned on a Non-GAAP basis, these shares have a dilutive effect on Non-GAAP earnings per share and are included here.
 
 
 
 
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
Shares used in computing non-GAAP per share amounts:
2017
 
2016
 
2017
 
2016
GAAP Weighted average shares - Diluted
74,175,603

 
72,297,934

 
73,731,132

 
71,769,613

Non-GAAP dilutive shares excluded from GAAP EPS calculation (1)
1,053,252

 
1,324,561

 
1,293,010

 
1,683,984

Pro forma weighted average shares - Diluted
75,228,855

 
73,622,495

 
75,024,142

 
73,453,597

 
(1) Due to the occurrence of a net loss on a GAAP basis, potentially dilutive securities were excluded from the calculation of GAAP earnings per share, as they would have an anti-dilutive effect. However, as net income was earned on a Non-GAAP basis, these shares have a dilutive effect on Non-GAAP earnings per share and are included here.







GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Outlook
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP outlook for the periods indicated below:
(in $ millions)
 
Fourth Quarter Fiscal 2017
 
Full Year
Fiscal 2017
Outlook reconciliation: GAAP and non-GAAP operating income
 
 
 
 
 
 
 
 
GAAP operating income
 
16.5

20.5
 
2.0

6.0
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Stock-based compensation
 
17.5

18.5
 
70.2

73.2
Amortization of intangibles
 
4.7

5.2
 
11.7

12.7
Non-GAAP operating income
 
39.4

43.4
 
86.0

90.0
 
 
 
 
 
 
 
 
 
Outlook reconciliation: GAAP and non-GAAP net income
 
 
 
 
 
 
 
 
GAAP net income
 
9.1

11.2
 
3.4

5.5
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Stock-based compensation
 
17.5

18.5
 
70.2

73.2
Amortization of intangibles
 
4.7

5.2
 
11.7

12.7
Non-GAAP tax impact
 
(4.7
)
(4.1)
 
(25.9
)
(25.3)
Non-GAAP net income
 
27.3

30.1
 
61.4

64.1