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, 2016
_______________________________________________________________
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, 2016, Guidewire Software, Inc. (the "Company") issued a press release announcing unaudited financial results for its third quarter ended April 30, 2016. 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, 2016, titled "Guidewire Software Announces Third Quarter Fiscal 2016 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, 2016
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, 2016, titled "Guidewire Software Announces Third Quarter Fiscal 2016 Financial Results"



Exhibit



Exhibit 99.1

Guidewire Software Announces Third Quarter Fiscal 2016 Financial Results

Foster City, CA - June 1, 2016 - 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, 2016.

“Revenue and profitability exceeded the high end of our outlook in our third quarter,” said Marcus Ryu, chief executive officer, Guidewire Software. “We see our results as reflective of the global P&C industry’s pursuit of technology-driven business transformation and our own journey towards market leadership.”

Ryu continued, “Our technology platform unifies core operations, digital engagement, and data for P&C insurers embracing the need for business transformation.  Our acquisition of EagleEye Analytics in the quarter augments this platform with machine-learning-based models optimized for P&C in both underwriting and claims.  These models naturally complement Guidewire InsuranceSuite by analyzing our customers’ operational data and providing actionable insights to their business users.  We continue to invest in opportunities to expand the scope of our product platform while further driving standardization — and thereby cost efficiency — for the industry as a whole.”


Third Quarter Fiscal 2016 Financial Highlights

Revenue
License revenue for the third quarter of fiscal 2016 was $45.8 million, an increase of 38% from the third quarter of fiscal 2015. License revenue for the third quarter of fiscal 2016 included perpetual license revenue of $5.2 million compared with $2.5 million in the same period a year ago. Maintenance revenue was $14.7 million, an increase of 20% and services revenue was $38.4 million, a decrease of 4%. Total revenue was $98.9 million, an increase of 16% from the same quarter in fiscal 2015.
License revenue for the nine months ended April 30, 2016 was $131.5 million, an increase of 24% from the comparable period of fiscal 2015. License revenue for the nine months ended April 30, 2016 included perpetual license revenue of $5.6 million compared with $5.0 million in the same period a year ago. Maintenance revenue was $42.9 million, an increase of 16% and services revenue was $108.8 million, a decrease of 3%. Total revenue was $283.3 million, an increase of 11% from the same period in fiscal 2015.
Rolling four-quarter recurring term license and maintenance revenue was $250.6 million, an increase of 20% compared to the same period in fiscal 2015.

Profitability
GAAP operating loss was $5.8 million for the third quarter of fiscal 2016, compared with an operating loss of $6.7 million in the comparable period in fiscal 2015.
Non-GAAP operating income was $11.0 million for the third quarter of fiscal 2016, compared with $6.1 million in the comparable period in fiscal 2015.
GAAP net loss was $0.4 million for the third quarter of fiscal 2016, compared with net loss of $3.0 million for the comparable period in fiscal 2015. GAAP net loss per share was $0.01, based on diluted weighted average shares outstanding of 72.3 million, compared with net loss of $0.04 per share for the comparable period in fiscal 2015, based on diluted weighted average shares outstanding of 70.3 million.
Non-GAAP net income was $10.7 million for the third quarter of fiscal 2016, compared with $2.7 million in the comparable period in fiscal 2015. Non-GAAP net income per diluted share was $0.14, based on diluted weighted average shares outstanding of 73.6 million, compared with $0.04 in the comparable period in fiscal 2015, based on diluted weighted average shares outstanding of 72.3 million.






Balance Sheet
The Company had $680.8 million in cash, cash equivalents and investments at April 30, 2016, compared with $677.8 million at July 31, 2015. The Company generated $23.6 million cash flow from operations in the third quarter of fiscal 2016, compared with cash flow from operations of $26.6 million in the comparable period in fiscal 2015. The Company generated $50.6 million cash flow from operations in the nine months ended April 30, 2016, compared with cash flow from operations of $30.7 million in the comparable period in fiscal 2015.

Business Outlook
Guidewire is issuing the following outlook for the fourth quarter and fiscal 2016, based on current expectations:
(in $ millions, except per share outlook)
 
Fourth Quarter Fiscal 2016
 
Full Year
Fiscal 2016
Revenue
 
133.5 - 137.5
 
416.5 - 420.5
License revenue
 
79.5 - 83.5
 
211.0 - 215.0

Maintenance revenue
 
15.5 - 16.5
 
58.0 - 59.0

Services revenue
 
37.0 - 39.0
 
146.0 - 148.0

GAAP operating income
 
16.0 - 20.0
 
9.0 - 13.0
Non-GAAP operating income
 
33.3 - 37.3
 
75.5 - 79.5
GAAP net income
 
9.2 - 11.5
 
7.2 - 9.5
GAAP net income per share
 
0.13 - 0.16
 
0.10 - 0.13
Non-GAAP net income
 
22.5 - 25.2
 
53.4 - 56.1
Non-GAAP net income per share
 
0.30 - 0.34
 
0.73 - 0.76
Guidewire continues to target term license revenue growth of 20% or higher for the current fiscal year. Non-GAAP operating income and non-GAAP net income exclude stock-based compensation expense and amortization of intangible assets.

Conference Call Information
What:
Guidewire Software third quarter fiscal 2016 financial results conference call
When:
Wednesday, June 1, 2016
Time:
2:00 p.m. PT (5:00 p.m. ET)
Live Call:
(800) 432-7890, Domestic
(913) 312-0939, International
Replay:
(877) 870-5176, Passcode 4175700, Domestic
(858) 384-5517, Passcode 4175700, 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. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. 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/Casualty (P/C) insurers need to adapt and succeed in a time of rapid industry change. We combine three elements - core processing, data and analytics, and digital engagement - into a technology platform that enhances insurers’ ability to engage and empower their customers and employees. More than 200 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,
2016
 
July 31,
2015
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
204,605

 
$
212,362

Short-term investments
374,081

 
359,273

Accounts receivable
61,222

 
62,062

Deferred tax assets, current

 
13,845

Prepaid expenses and other current assets
14,457

 
14,102

Total current assets
654,365

 
661,644

Long-term investments
102,161

 
106,117

Property and equipment, net
13,251

 
12,160

Intangible assets, net
15,205

 
3,999

Deferred tax assets, noncurrent
32,231

 
5,896

Goodwill
29,585

 
9,205

Other assets
11,623

 
926

TOTAL ASSETS
$
858,421

 
$
799,947

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
8,614

 
$
8,816

Accrued employee compensation
29,333

 
37,235

Deferred revenues, current
62,654

 
50,766

Other current liabilities
7,503

 
7,592

Total current liabilities
108,104

 
104,409

Deferred revenues, noncurrent
5,638

 
1,800

Other liabilities
3,472

 
4,350

Total liabilities
117,214

 
110,559

STOCKHOLDERS’ EQUITY:
 
 
 
Common stock
7

 
7

Additional paid-in capital
715,253

 
662,869

Accumulated other comprehensive loss
(5,787
)
 
(6,343
)
Retained earnings
31,734

 
32,855

Total stockholders’ equity
741,207

 
689,388

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
858,421

 
$
799,947






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,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
License
$
45,796

 
$
33,302

 
$
131,512

 
$
105,777

Maintenance
14,676

 
12,183

 
42,945

 
36,866

Services
38,388

 
39,955

 
108,812

 
111,977

Total revenues
98,860

 
85,440

 
283,269

 
254,620

Cost of revenues: (1)
 
 
 
 
 
 
 
License
2,137

 
1,184

 
4,878

 
3,411

Maintenance
3,034

 
2,299

 
8,145

 
6,812

Services
33,836

 
34,421

 
96,055

 
97,532

Total cost of revenues
39,007

 
37,904

 
109,078

 
107,755

Gross profit:
 
 
 
 
 
 
 
License
43,659

 
32,118

 
126,634

 
102,366

Maintenance
11,642

 
9,884

 
34,800

 
30,054

Services
4,552

 
5,534

 
12,757

 
14,445

Total gross profit
59,853

 
47,536

 
174,191

 
146,865

Operating expenses: (1) 
 
 
 
 
 
 
 
Research and development
29,273

 
24,575

 
80,354

 
67,167

Sales and marketing
22,908

 
18,801

 
64,860

 
56,506

General and administrative
13,449

 
10,860

 
36,015

 
30,195

Total operating expenses
65,630

 
54,236

 
181,229

 
153,868

Loss from operations
(5,777
)
 
(6,700
)
 
(7,038
)
 
(7,003
)
Interest income
2,211

 
636

 
3,665

 
1,643

Other income (expense), net
804

 
77

 
(161
)
 
(1,267
)
Loss before income taxes
(2,762
)
 
(5,987
)
 
(3,534
)
 
(6,627
)
Benefit from income taxes
(2,358
)
 
(3,000
)
 
(2,413
)
 
(4,619
)
Net loss
$
(404
)
 
$
(2,987
)
 
$
(1,121
)
 
$
(2,008
)
Net loss per share:
 
 
 
 
 
 
 
Basic
$
(0.01
)
 
$
(0.04
)
 
$
(0.02
)
 
$
(0.03
)
Diluted
$
(0.01
)
 
$
(0.04
)
 
$
(0.02
)
 
$
(0.03
)
Shares used in computing net loss per share:
 
 
 
 
 
 
 
Basic
72,297,934

 
70,348,356

 
71,769,613

 
69,844,077

Diluted
72,297,934

 
70,348,356

 
71,769,613

 
69,844,077







(1) Amounts include stock-based compensation expense as follows:
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2016
 
2015
 
2016
 
2015
 
(unaudited, in thousands)
 Stock-based compensation expenses:
 
 Cost of license revenue
$
107

 
$
54

 
$
299

 
$
158

 Cost of maintenance revenues
388

 
293

 
1,107

 
879

 Cost of services revenues
4,450

 
3,774

 
13,486

 
11,165

 Research and development
3,889

 
2,813

 
11,472

 
7,618

 Marketing and sales
3,602

 
2,620

 
10,648

 
9,049

 General and administrative
3,757

 
2,840

 
10,873

 
9,011

 Total stock-based compensation expenses
$
16,193

 
$
12,394

 
$
47,885

 
$
37,880







GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2016
 
2015
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net loss
$
(404
)
 
$
(2,987
)
 
$
(1,121
)
 
$
(2,008
)
Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

Depreciation and amortization
2,293

 
1,929

 
5,835

 
5,550

Stock-based compensation
16,193

 
12,394

 
47,885

 
37,880

Excess tax benefit from exercise of stock options and vesting of restricted stock units

 

 
(566
)
 

Deferred tax assets
(3,064
)
 
(4,397
)
 
(4,767
)
 
(7,856
)
Amortization of premium on available-for-sale securities
834

 
1,104

 
2,672

 
3,988

Other non-cash items affecting net loss
(977
)
 
1

 
(954
)
 
1

Changes in operating assets and liabilities:

 

 

 


Accounts receivable
(653
)
 
2,718

 
1,568

 
(10,057
)
Prepaid expenses and other assets
(2,669
)
 
(3,383
)
 
(4,977
)
 
(1,656
)
Accounts payable
700

 
2,946

 
(691
)
 
3,763

Accrued employee compensation
6,869

 
4,473

 
(8,095
)
 
(8,742
)
Other liabilities
(435
)
 
534

 
(556
)
 
991

Deferred revenues
4,924

 
11,265

 
14,408

 
8,810

Net cash provided by operating activities
23,611

 
26,597

 
50,641

 
30,664

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Purchases of available-for-sale securities
(150,484
)
 
(124,300
)
 
(492,474
)
 
(361,141
)
Sales of available-for-sale securities
152,790

 
138,170

 
474,297

 
370,065

Purchase of property and equipment
(1,376
)
 
(1,425
)
 
(5,243
)
 
(5,076
)
Acquisition of business, net of acquired cash
(39,530
)
 

 
(39,530
)
 

Net cash provided by (used in) investing activities
(38,600
)
 
12,445

 
(62,950
)
 
3,848

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Proceeds from issuance of common stock upon exercise of stock options
1,432

 
936

 
5,421

 
4,795

Taxes remitted on RSU awards vested

 
(8,554
)
 
(1,488
)
 
(26,402
)
Excess tax benefit from exercise of stock options and vesting of restricted stock units

 

 
566

 

Net cash provided by (used in) financing activities
1,432

 
(7,618
)
 
4,499

 
(21,607
)
Effect of foreign exchange rate changes on cash and cash equivalents
1,240

 
294

 
53

 
(4,064
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(12,317
)
 
31,718

 
(7,757
)
 
8,841

CASH AND CASH EQUIVALENTS—Beginning of period
216,922

 
125,224

 
212,362

 
148,101

CASH AND CASH EQUIVALENTS—End of period
$
204,605

 
$
156,942

 
$
204,605

 
$
156,942







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,
 
2016
 
2015
 
2016
 
2015
Income (loss) from operations reconciliation:
 
 
 
 
 
 
 
GAAP net income (loss) from operations
$
(5,777
)
 
$
(6,700
)
 
$
(7,038
)
 
$
(7,003
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation (1)
16,193


12,394


47,885


37,880

Amortization of intangibles (1)
574


360


1,294


1,080

Non-GAAP income from operations
$
10,990

 
$
6,054

 
$
42,141

 
$
31,957

 
 
 
 
 
 
 
 
Net income (loss) reconciliation:
 
 
 
 
 
 

GAAP net income (loss)
$
(404
)
 
$
(2,987
)
 
$
(1,121
)
 
$
(2,008
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation (1)
16,193

 
12,394

 
47,885

 
37,880

Amortization of intangibles (1)
574

 
360

 
1,294

 
1,080

Non-GAAP tax impact (2)
(5,697
)
 
(7,039
)
 
(14,795
)
 
(16,109
)
Non-GAAP net income
$
10,666

 
$
2,728

 
$
33,263

 
$
20,843

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2016
 
2015
 
2016
 
2015
Tax provision (benefits) reconciliation:
 
 
 
 
 
 
 
GAAP tax provision (benefits)
$
(2,358
)
 
$
(3,000
)
 
$
(2,413
)
 
$
(4,619
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation
5,172

 
4,438

 
15,323

 
12,901

Amortization of intangibles
184

 
129

 
414

 
368

ISO deduction
24

 
70

 
192

 
285

Tax effect on GAAP profit before taxes due to different tax rates between GAAP and non-GAAP
317

 
2,402

 
(1,134
)
 
2,555

Non-GAAP tax provision
$
3,339

 
$
4,039

 
$
12,382

 
$
11,490


(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:
2016
 
2015
 
2016
 
2015
GAAP earnings per share - Diluted
$
(0.01
)
 
$
(0.04
)
 
$
(0.02
)
 
$
(0.03
)
Amortization of intangibles acquired in business combinations
0.01

 
0.01

 
0.02

 
0.02

Stock-based compensation
0.22

 
0.18

 
0.67

 
0.54

Less tax benefit of non GAAP items
(0.08
)
 
(0.10
)
 
(0.21
)
 
(0.23
)
Non-GAAP dilutive shares excluded from GAAP EPS calculation (1)

 
(0.01
)
 
(0.01
)
 
(0.01
)
Non-GAAP earnings per share - Diluted
$
0.14

 
$
0.04

 
$
0.45

 
$
0.29

 
(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:
2016
 
2015
 
2016
 
2015
GAAP Weighted average shares - Diluted
72,297,934

 
70,348,356

 
71,769,613

 
69,844,077

Non-GAAP dilutive shares excluded from GAAP EPS calculation (1)
1,324,561

 
1,931,434

 
1,683,984

 
2,264,383

Pro forma weighted average shares - Diluted
73,622,495

 
72,279,790

 
73,453,597

 
72,108,460

 
(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 2016
 
Full Year
Fiscal 2016
Outlook reconciliation: GAAP and non-GAAP operating income/(loss)
 
 
 
 
GAAP operating income
 
16.0 - 20.0
 
9.0 - 13.0
Non-GAAP adjustments:
 
 
 
 
Stock-based compensation
 
16.1 - 16.6
 
63.7 - 64.7
Amortization of intangibles
 
1.0
 
2.3
Non-GAAP income from operations
 
33.3 - 37.3
 
75.5 - 79.5
 
 
 
 
 
Outlook reconciliation: GAAP and non-GAAP net income/(loss)
 
 
 
 
GAAP net income
 
9.2 - 11.5
 
7.2 - 9.5
Non-GAAP adjustments:
 
 
 
 
Stock-based compensation
 
16.1 - 16.6
 
63.7 - 64.7
Amortization of intangibles
 
1.0
 
2.3
Non-GAAP tax impact
 
(4.1) - (3.7)
 
(20.3) - (20.0)
Non-GAAP net income
 
22.5 - 25.2
 
53.4 - 56.1