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): March 6, 2019
_______________________________________________________________
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))

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 March 6, 2019, Guidewire Software, Inc. (the "Company") issued a press release announcing unaudited financial results for the fiscal quarter ended January 31, 2019. 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
 
Press release dated March 6, 2019 titled "Guidewire Software Announces Second Quarter Fiscal 2019 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: March 6, 2019
GUIDEWIRE SOFTWARE, INC.
 
 
By:
/s/ CURTIS SMITH
 
Curtis Smith
 
Chief Financial Officer




EXHIBIT INDEX
Exhibit No.
 
Description of Exhibits
 
Press release dated March 6, 2019 titled "Guidewire Software Announces Second Quarter Fiscal 2019 Financial Results"



Exhibit



Exhibit 99.1

Guidewire Software Announces Second Quarter Fiscal 2019 Financial Results

Foster City, CA - March 6, 2019 - Guidewire Software, Inc. (NYSE: GWRE), provider of the industry platform Property and Casualty (“P&C”) insurers rely upon, today announced its financial results for the fiscal quarter ended January 31, 2019.

“We exceeded our guidance ranges for revenue and profitability in the second quarter,” said Marcus Ryu, chief executive officer, Guidewire Software. “During the quarter, we extended our overall market momentum and demonstrated particular success with our cloud and digital initiatives, completing another InsuranceSuite Cloud deal and signing significant new business for digital enablement. We continue to invest in Guidewire Insurance Platform to service the growing demand we see for cloud-based core systems and to strengthen our role as a trusted partner for enabling digital transformation in the $2 trillion global P&C industry.”

As of the first quarter of fiscal 2019, Guidewire began reporting results under Accounting Standards Codification Topic 606, Revenue Recognition (“ASC 606”), using the modified retrospective method. Financial results for reporting periods prior to fiscal year 2019 are presented as previously disclosed in conformity with then existing guidance.

Second Quarter Fiscal 2019 Financial Highlights

Revenue
Total revenue for the second quarter of fiscal year 2019 was $169.3 million, an increase of 3% from the same quarter in fiscal year 2018. License and subscription revenue was $87.1 million, an increase of 3%; services revenue was $60.9 million, an increase of 1%; and maintenance revenue was $21.3 million, an increase of 11%.
Profitability
GAAP loss from operations was $5.5 million for the second quarter of fiscal year 2019, compared with a $0.7 million loss in the comparable period in fiscal year 2018.
Non-GAAP income from operations was $26.1 million for the second quarter of fiscal year 2019, compared with a $32.0 million non-GAAP income in the comparable period in fiscal year 2018.
GAAP net income was $0.8 million for the second quarter of fiscal year 2019, compared with a $45.6 million loss for the comparable period in fiscal year 2018, which was adversely impacted by the effects of the provisions of The Tax and Jobs Act passed in December 2017. GAAP net income per share was $0.01, based on diluted weighted average shares outstanding of 82.2 million, compared with a $0.59 net loss per share for the comparable period in fiscal year 2018, based on diluted weighted average shares outstanding of 76.9 million.
Non-GAAP net income was $27.9 million for the second quarter of fiscal year 2019, compared with $25.5 million non-GAAP net income in the comparable period in fiscal year 2018. Non-GAAP net income per share was $0.34, based on diluted weighted average shares outstanding of 82.2 million, compared with a $0.33 net income per share in the comparable period in fiscal year 2018, based on diluted weighted average shares outstanding of 76.9 million.
Liquidity
The Company had $1.24 billion in cash, cash equivalents, and investments at January 31, 2019, compared with $1.26 billion at July 31, 2018. The Company used $13.0 million in cash from operations during the six months ended January 31, 2019.






Business Outlook
Guidewire is issuing the following outlook for the third fiscal quarter and fiscal year of 2019 based on current expectations:
(in $ millions, except per share outlook)
 
Third Quarter Fiscal 2019
 
Fiscal Year 2019
Revenue
 
152.5
-
156.5
 
725.0
-
732.0
License and subscription revenue
 
68.0
-
72.0
 
381.0
-
389.0
Maintenance revenue
 
19.5
-
20.5
 
82.0
-
84.0
Services revenue
 
63.0
-
66.0
 
257.0
-
265.0
GAAP operating loss
 
(31.1)
-
(27.1)
 
(13.6)
-
(7.6)
Non-GAAP operating income
 
-
4.0
 
112.0
-
118.0
GAAP net income (loss)
 
(9.7)
-
(8.4)
 
4.5
-
6.5
GAAP net income (loss) per share
 
(0.12)
-
(0.10)
 
0.06
-
0.08
Non-GAAP net income
 
4.1
-
7.5
 
110.8
-
115.8
Non-GAAP net income per share
 
0.05
-
0.09
 
1.35
-
1.41

Conference Call Information
What:
Guidewire Software Second Quarter Fiscal 2019 Financial Results Conference Call
When:
Wednesday, March 6, 2019
Time:
2:00 p.m. PT (5:00 p.m. ET)
Live Call:
(866) 548-4713, Domestic
(323) 794-2093, International
Replay:
(844) 512-2921, Passcode 1442591, Domestic
(412) 317-6671, Passcode 1442591, International
Webcast:
http://ir.guidewire.com/ (live and replay)

The webcast will be archived on Guidewire’s website (www.guidewire.com) for a period of three months.

Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: Non-GAAP operating income (loss), Non-GAAP net income (loss), Non-GAAP income tax provision (benefit), and Non-GAAP net income (loss) per share. Non-GAAP operating income (loss) excludes stock-based compensation and amortization of intangibles. Non-GAAP net income (loss), Non-GAAP income tax provision (benefit), and Non-GAAP net income (loss) per share also exclude the amortization of debt discount and issuance costs from our convertible notes and the related tax effects of the non-GAAP adjustments. The estimated annual tax rates used in the business outlook to compute GAAP and Non-GAAP net income exclude discrete items such as forecasted tax benefits related to stock-based compensation.
Guidewire believes that these non-GAAP financial measures 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 the financial tables at the end of this press release, and not to rely on any single financial measure to evaluate the Company’s business.





About Guidewire Software
Guidewire delivers the industry platform that P&C insurers rely upon to adapt and succeed in a time of accelerating change. We provide the software, services, and partner ecosystem to enable our customers to run, differentiate, and grow their business. We are privileged to serve more than 350 companies in 40 countries. For more information, please visit www.guidewire.com and follow us on twitter: @Guidewire_PandC.

NOTE: For information about Guidewire’s trademarks, visit https://www.guidewire.com/legal-notices.

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 revenue; our services revenue produce lower gross margins than our license and maintenance revenue; 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; changes in accounting guidance on revenue recognition, such as contained in ASC 606, have and may cause us to experience greater volatility in our quarterly and annual results; 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)
 
 
 
 
 
January 31,
2019
 
July 31,
2018
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
360,169

 
$
437,140

Short-term investments
706,203

 
630,008

Accounts receivable, net
119,699

 
124,849

Unbilled accounts receivable, net
47,493

 

Prepaid expenses and other current assets
30,234

 
30,510

Total current assets
1,263,798

 
1,222,507

Long-term investments
171,873

 
190,952

Unbilled accounts receivable, net
11,459

 

Property and equipment, net
30,017

 
18,595

Intangible assets, net
81,037

 
95,654

Goodwill
340,877

 
340,877

Deferred tax assets, net
83,922

 
87,482

Other assets
35,330

 
22,525

TOTAL ASSETS
$
2,018,313

 
$
1,978,592

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
20,967

 
$
30,635

Accrued employee compensation
44,448

 
60,135

Deferred revenue, net
90,979

 
114,138

Other current liabilities
13,276

 
20,280

Total current liabilities
169,670

 
225,188

Convertible senior notes, net
311,141

 
305,128

Deferred revenue, net
21,381

 
23,758

Other liabilities
1,739

 
774

Total liabilities
503,931

 
554,848

STOCKHOLDERS’ EQUITY:
 
 
 
Common stock
8

 
8

Additional paid-in capital
1,346,620

 
1,297,979

Accumulated other comprehensive loss
(7,554
)
 
(7,748
)
Retained earnings
175,308

 
133,505

Total stockholders’ equity
1,514,382

 
1,423,744

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
2,018,313

 
$
1,978,592






GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except share and per share data)
 
 
 
 
 
 
 
 
 
Three Months Ended January 31,
 
Six Months Ended January 31,
 
2019
 
2018
 
2019
 
2018
Revenue:
 
 
 
 
 
 
 
License and subscription
$
87,124

 
$
84,221

 
$
181,393

 
$
114,314

Maintenance
21,264

 
19,110

 
42,267

 
38,040

Services
60,878

 
60,457

 
125,289

 
119,605

Total revenue
169,266

 
163,788

 
348,949

 
271,959

Cost of revenue:
 
 
 
 
 
 
 
License and subscription
14,739

 
9,040

 
28,069

 
15,755

Maintenance
3,954

 
3,593

 
7,822

 
7,060

Services
60,937

 
55,136

 
126,198

 
107,848

Total cost of revenue
79,630

 
67,769

 
162,089

 
130,663

Gross profit:
 
 
 
 
 
 
 
License and subscription
72,385

 
75,181

 
153,324

 
98,559

Maintenance
17,310

 
15,517

 
34,445

 
30,980

Services
(59
)
 
5,321

 
(909
)
 
11,757

Total gross profit
89,636

 
96,019

 
186,860

 
141,296

Operating expenses:
 
 
 
 
 
 
 
Research and development
46,471

 
43,657

 
91,967

 
79,368

Sales and marketing
31,173

 
31,961

 
63,492

 
55,571

General and administrative
17,541

 
21,066

 
35,886

 
39,737

Total operating expenses
95,185

 
96,684

 
191,345

 
174,676

Loss from operations
(5,549
)
 
(665
)
 
(4,485
)
 
(33,380
)
Interest income
7,553

 
1,573

 
14,404

 
3,485

Interest expense
(4,287
)
 
(7
)
 
(8,531
)
 
(11
)
Other income (expense), net
1,148

 
1,658

 
(341
)
 
1,396

Income (loss) before income taxes
(1,135
)
 
2,559

 
1,047

 
(28,510
)
Provision for (benefit from) income taxes
(1,891
)
 
48,114

 
(5,198
)
 
25,959

Net income (loss)
$
756

 
$
(45,555
)
 
$
6,245

 
$
(54,469
)
Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
0.01

 
$
(0.59
)
 
$
0.08

 
$
(0.72
)
Diluted
$
0.01

 
$
(0.59
)
 
$
0.08

 
$
(0.72
)
Shares used in computing net income (loss) per share:
 
 
 
 
 
 
 
Basic
81,217,511

 
76,859,040

 
81,058,562

 
76,023,237

Diluted
82,191,668

 
76,859,040

 
82,289,773

 
76,023,237






(1) Amounts include stock-based compensation expense as follows:
 
Three Months Ended January 31,
 
Six Months Ended January 31,
 
2019
 
2018
 
2019
 
2018
 
(unaudited, in thousands)
 Stock-based compensation expense:
 
 
 
 
 
 
 
 Cost of license and subscription revenue
$
535

 
$
258

 
$
869

 
$
432

 Cost of maintenance revenue
558

 
481

 
1,092

 
936

 Cost of services revenue
6,191

 
5,446

 
12,159

 
10,672

 Research and development
6,440

 
7,697

 
12,844

 
12,609

 Sales and marketing
5,074

 
5,024

 
9,695

 
9,241

 General and administrative
5,555

 
6,126

 
11,027

 
10,765

 Total stock-based compensation expense
$
24,353

 
$
25,032

 
$
47,686

 
$
44,655







GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended January 31,
 
Six Months Ended January 31,
 
2019
 
2018
 
2019
 
2018
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net income (loss)
$
756

 
$
(45,555
)
 
$
6,245

 
$
(54,469
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
9,789

 
9,681

 
19,442

 
16,315

Amortization of debt discount and issuance costs
3,027

 

 
6,013

 

Stock-based compensation
24,353

 
25,032

 
47,686

 
44,655

Charges to bad debt and revenue reserves
114

 

 
352

 

Deferred income tax
(3,355
)
 
47,995

 
(7,340
)
 
24,287

Amortization of premium (accretion of discount) on available-for-sale securities
(2,026
)
 
151

 
(3,816
)
 
361

Other non-cash items affecting net income (loss)
141

 

 
515

 

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
(24,198
)
 
(17,200
)
 
4,414

 
(16,345
)
Unbilled accounts receivable
(4,529
)
 

 
(30,190
)
 

Prepaid expenses and other assets
(4,815
)
 
436

 
(66
)
 
(3,139
)
Accounts payable
(6,544
)
 
2,966

 
(14,475
)
 
4,834

Accrued employee compensation
13,786

 
6,406

 
(15,262
)
 
(17,547
)
Other liabilities
2,802

 
1,160

 
1,111

 
804

Deferred revenue
4,925

 
16,622

 
(27,650
)
 
16,690

Net cash provided by (used in) operating activities
14,226

 
47,694

 
(13,021
)
 
16,446

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Purchases of available-for-sale securities
(209,433
)
 
(43,977
)
 
(462,902
)
 
(110,820
)
Sales and maturities of available-for-sale securities
172,194

 
77,277

 
410,583

 
170,316

Purchases of property and equipment
(8,061
)
 
(2,721
)
 
(11,006
)
 
(4,620
)
Capitalized software development costs
(644
)
 
(252
)
 
(1,103
)
 
(769
)
Acquisitions of business, net of acquired cash

 
(130,376
)
 

 
(130,376
)
Net cash used in investing activities
(45,944
)
 
(100,049
)
 
(64,428
)
 
(76,269
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Proceeds from issuance of common stock upon exercise of stock options
414

 
362

 
1,103

 
727

Net cash provided by financing activities
414

 
362

 
1,103

 
727

Effect of foreign exchange rate changes on cash and cash equivalents
151

 
1,881

 
(625
)
 
1,207

NET DECREASE IN CASH AND CASH EQUIVALENTS
(31,153
)
 
(50,112
)
 
(76,971
)
 
(57,889
)
CASH AND CASH EQUIVALENTS—Beginning of period
391,322

 
255,399

 
437,140

 
263,176

CASH AND CASH EQUIVALENTS—End of period
$
360,169

 
$
205,287

 
$
360,169

 
$
205,287

 
 
 
 
 
 
 
 







GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures
(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 financial measures for the periods indicated below:
 
Three Months Ended January 31,
 
Six Months Ended January 31,
 
2019
 
2018
 
2019
 
2018
Income (loss) from operations reconciliation:
 
 
 
 
 
 
 
GAAP income (loss) from operations
$
(5,549
)
 
$
(665
)
 
$
(4,485
)
 
$
(33,380
)
Non-GAAP adjustments:

 

 

 

Stock-based compensation (1)
24,353


25,032


47,686

 
44,655

Amortization of intangibles (1)
7,309

 
7,669

 
14,618

 
12,445

Non-GAAP income (loss) from operations
$
26,113

 
$
32,036

 
$
57,819

 
$
23,720

 
 
 
 
 
 
 
 
Net income (loss) reconciliation:
 
 
 
 
 
 
 
GAAP net income (loss)
$
756

 
$
(45,555
)
 
$
6,245

 
$
(54,469
)
Non-GAAP adjustments:


 


 


 


Stock-based compensation (1)
24,353

 
25,032

 
47,686

 
44,655

Amortization of intangibles (1)
7,309

 
7,669

 
14,618

 
12,445

Amortization of debt discount and issuance costs (2)
3,027

 

 
6,013

 

Tax impact of non-GAAP adjustments (3)
(7,501
)
 
38,364

 
(16,724
)
 
18,081

Non-GAAP net income (loss)
$
27,944

 
$
25,510

 
$
57,838

 
$
20,712

 
 
 
 
 
 
 
 
Tax provision (benefit) reconciliation:
 
 
 
 
 
 
 
GAAP tax provision (benefit)
$
(1,891
)
 
$
48,114

 
$
(5,198
)
 
$
25,959

Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation (1)
4,030

 
6,721

 
7,890

 
13,191

Amortization of intangibles (1)
1,210

 
2,060

 
2,419

 
3,635

Amortization of debt discount and issuance costs (2)
501

 

 
995

 

Other income tax effects and adjustments (3)
1,760

 
(47,145
)
 
5,420

 
(34,907
)
Non-GAAP tax provision (benefit)
$
5,610

 
$
9,750

 
$
11,526

 
$
7,878

 
 
 
 
 
 
 
 
Net income (loss) per share reconciliation:
 
 
 
 
 
 
 
GAAP net income (loss) per share - diluted
$
0.01

 
$
(0.59
)
 
$
0.08

 
$
(0.72
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation (1)
0.30

 
0.33

 
0.58

 
0.59

Amortization of intangibles (1)
0.09

 
0.10

 
0.18

 
0.16

Amortization of debt discount and issuance costs (2)
0.04

 

 
0.07

 

Tax impact of non-GAAP adjustments (3)
(0.10
)
 
0.49

 
(0.20
)
 
0.23

Non-GAAP net income (loss) per share - diluted
$
0.34

 
$
0.33

 
$
0.71

 
$
0.26

 
 
 
 
 
 
 
 
Shares used in computing Non-GAAP income (loss) per share amounts:
 
 
 
 
 
 
 
GAAP weighted average shares - diluted
82,191,668


76,859,040


82,289,773


76,023,237

Non-GAAP dilutive shares excluded from GAAP loss per share calculation (4)


1,460,188




1,429,707

Pro forma weighted average shares - diluted
82,191,668


78,319,228


82,289,773


77,452,944


(1) Adjustments relate to amortization of acquired intangibles and stock-based compensation recognized during the period for GAAP purposes.
(2) Adjustments reflect the amortization of debt discount and issuance costs related to the issuance of our Senior Convertible Notes recognized during the period for GAAP purposes.
(3) Adjustments reflect the tax benefit (provision) resulting from all non-GAAP adjustments.
(4) 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 a 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 outlook in the calculation of non-GAAP outlook for the periods indicated below:
(in $ millions)
 
Third Quarter Fiscal 2019
 
Fiscal Year 2019
Operating income (loss) outlook reconciliation:
 
 
 
 
 
 
 
 
GAAP operating loss
 
(31.1)
-
(27.1)
 
(13.6)
-
(7.6)
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Stock-based compensation
 
23.3
-
24.3
 
95.0
-
98.0
Amortization of intangibles
 
7.0
-
7.5
 
28.6
-
29.6
Non-GAAP operating income
 
-
4.0
 
112.0
-
118.0
 
 
 
 
 
 
 
 
 
Net income (loss) outlook reconciliation
 
 
 
 
 
 
 
 
GAAP net income (loss)
 
(9.7)
-
(8.4)
 
4.5
-
6.5
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Stock-based compensation
 
23.3
-
24.3
 
95.0
-
98.0
Amortization of intangibles
 
7.0
-
7.5
 
28.6
-
29.6
Amortization of debt discount and issuance costs
 
3.1
-
3.1
 
12.2
-
12.2
Tax impact of non-GAAP adjustments
 
(20.3)
-
(18.3)
 
(31.4)
-
(28.5)
Non-GAAP net income
 
4.1
-
7.5
 
110.8
-
115.8