Exhibit 99.2
QLOGIC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 27, 2015 | March 29, 2015 | |||||||
(Unaudited; In thousands, except share and per share amounts) | ||||||||
| ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 87,069 | $ | 115,241 | ||||
Marketable securities | 212,405 | 201,174 | ||||||
Accounts receivable, less allowance for doubtful accounts of $992 and $1,297 as of December 27, 2015 and March 29, 2015, respectively | 69,736 | 87,436 | ||||||
Inventories | 40,276 | 29,978 | ||||||
Other current assets | 17,023 | 21,802 | ||||||
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Total current assets | 426,509 | 455,631 | ||||||
Property and equipment, net | 74,081 | 78,501 | ||||||
Goodwill | 167,232 | 167,232 | ||||||
Purchased intangible assets, net | 66,521 | 77,659 | ||||||
Deferred tax assets | 44,424 | 48,880 | ||||||
Other assets | 18,625 | 20,752 | ||||||
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| $ | 797,392 | $ | 848,655 | |||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 27,756 | $ | 40,497 | ||||
Accrued compensation | 16,466 | 22,476 | ||||||
Accrued taxes | 1,439 | 2,711 | ||||||
Other current liabilities | 9,756 | 11,718 | ||||||
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Total current liabilities | 55,417 | 77,402 | ||||||
Accrued taxes | 12,616 | 14,516 | ||||||
Other liabilities | 6,937 | 9,721 | ||||||
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Total liabilities | 74,970 | 101,639 | ||||||
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Stockholders’ equity: | ||||||||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding | — | — | ||||||
Common stock, $0.001 par value; 500,000,000 shares authorized; 217,958,000 and 215,549,000 shares issued as of December 27, 2015 and March 29, 2015, respectively | 218 | 215 | ||||||
Additionalpaid-in capital | 1,010,007 | 983,579 | ||||||
Retained earnings | 1,750,891 | 1,722,664 | ||||||
Accumulated other comprehensive loss | (1,392 | ) | (99 | ) | ||||
Treasury stock, at cost: 135,118,000 and 128,329,000 shares as of December 27, 2015 and March 29, 2015, respectively | (2,037,302 | ) | (1,959,343 | ) | ||||
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Total stockholders’ equity | 722,422 | 747,016 | ||||||
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| $ | 797,392 | $ | 848,655 | |||||
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See accompanying notes to condensed consolidated financial statements.
QLOGIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 27, 2015 | December 28, 2014 | December 27, 2015 | December 28, 2014 | |||||||||||||
| (Unaudited; In thousands, except per share amounts) | ||||||||||||||||
Net revenues | $ | 122,730 | $ | 140,203 | $ | 339,489 | $ | 387,155 | ||||||||
Cost of revenues | 50,163 | 57,802 | 139,405 | 158,649 | ||||||||||||
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Gross profit | 72,567 | 82,401 | 200,084 | 228,506 | ||||||||||||
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Operating expenses: | ||||||||||||||||
Engineering and development | 29,626 | 34,802 | 97,487 | 108,103 | ||||||||||||
Sales and marketing | 13,272 | 16,153 | 42,382 | 47,640 | ||||||||||||
General and administrative | 6,832 | 7,677 | 18,833 | 25,274 | ||||||||||||
Special charges | 1,381 | 69 | 10,614 | 4,872 | ||||||||||||
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Total operating expenses | 51,111 | 58,701 | 169,316 | 185,889 | ||||||||||||
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Operating income | 21,456 | 23,700 | 30,768 | 42,617 | ||||||||||||
Interest and other income (expense), net | 561 | (269 | ) | 1,073 | 169 | |||||||||||
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Income before income taxes | 22,017 | 23,431 | 31,841 | 42,786 | ||||||||||||
Income tax expense (benefit) | (1,416 | ) | 996 | 3,614 | 3,341 | |||||||||||
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Net income | $ | 23,433 | $ | 22,435 | $ | 28,227 | $ | 39,445 | ||||||||
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Net income per share: | ||||||||||||||||
Basic | $ | 0.28 | $ | 0.26 | $ | 0.33 | $ | 0.45 | ||||||||
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Diluted | $ | 0.28 | $ | 0.25 | $ | 0.32 | $ | 0.45 | ||||||||
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Number of shares used in per share calculations: | ||||||||||||||||
Basic | 83,503 | 87,728 | 85,916 | 87,679 | ||||||||||||
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Diluted | 84,307 | 88,527 | 86,876 | 88,294 | ||||||||||||
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See accompanying notes to condensed consolidated financial statements.
QLOGIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 27, 2015 | December 28, 2014 | December 27, 2015 | December��28, 2014 | |||||||||||||
| (Unaudited; In thousands) | ||||||||||||||||
Net income | $ | 23,433 | $ | 22,435 | $ | 28,227 | $ | 39,445 | ||||||||
Other comprehensive income (loss), net of income taxes: | ||||||||||||||||
Changes in fair value of marketable securities: | ||||||||||||||||
Changes in unrealized gains | (692 | ) | (329 | ) | (933 | ) | (477 | ) | ||||||||
Net realized losses (gains) reclassified into earnings | (57 | ) | (3 | ) | (58 | ) | 124 | |||||||||
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| (749 | ) | (332 | ) | (991 | ) | (353 | ) | |||||||||
Foreign currency translation adjustments | 18 | (391 | ) | (302 | ) | (602 | ) | |||||||||
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Total other comprehensive loss | (731 | ) | (723 | ) | (1,293 | ) | (955 | ) | ||||||||
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Comprehensive income | $ | 22,702 | $ | 21,712 | $ | 26,934 | $ | 38,490 | ||||||||
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See accompanying notes to condensed consolidated financial statements.
QLOGIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended | ||||||||
| December 27, 2015 | December 28, 2014 | |||||||
| (Unaudited; In thousands) | ||||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 28,227 | $ | 39,445 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 30,618 | 35,511 | ||||||
Stock-based compensation | 12,157 | 15,178 | ||||||
Deferred income taxes | 4,616 | (316 | ) | |||||
Asset impairments | 1,954 | 1,455 | ||||||
Othernon-cash items, net | 674 | 1,257 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 17,905 | (29,892 | ) | |||||
Inventories | (10,298 | ) | (12,903 | ) | ||||
Other assets | 3,234 | 1,236 | ||||||
Accounts payable | (7,365 | ) | 4,121 | |||||
Accrued compensation | (6,010 | ) | (7,501 | ) | ||||
Accrued taxes, net | (8,543 | ) | 1,147 | |||||
Other liabilities | (3,846 | ) | (11,398 | ) | ||||
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Net cash provided by operating activities | 63,323 | 37,340 | ||||||
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Cash flows from investing activities: | ||||||||
Purchases ofavailable-for-sale securities | (173,476 | ) | (123,431 | ) | ||||
Proceeds from sales and maturities ofavailable-for-sale securities | 159,911 | 116,260 | ||||||
Purchases of property and equipment | (21,991 | ) | (15,420 | ) | ||||
Proceeds from disposition of assets held for sale | 7,553 | — | ||||||
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Net cash used in investing activities | (28,003 | ) | (22,591 | ) | ||||
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Cash flows from financing activities: | ||||||||
Proceeds from issuance of common stock under stock-based awards | 20,010 | 5,144 | ||||||
Minimum tax withholding paid on behalf of employees for restricted stock units | (5,736 | ) | (3,589 | ) | ||||
Purchases of treasury stock | (78,859 | ) | (11,834 | ) | ||||
Other financing activities | 1,093 | (220 | ) | |||||
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Net cash used in financing activities | (63,492 | ) | (10,499 | ) | ||||
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Net increase (decrease) in cash and cash equivalents | (28,172 | ) | 4,250 | |||||
Cash and cash equivalents at beginning of period | 115,241 | 91,258 | ||||||
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Cash and cash equivalents at end of period | $ | 87,069 | $ | 95,508 | ||||
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See accompanying notes to condensed consolidated financial statements.
QLOGIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
In the opinion of management of QLogic Corporation (QLogic or the Company), the accompanying unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form10-K for the fiscal year ended March 29, 2015. The results of operations for the three and nine months ended December 27, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Among the significant estimates affecting the consolidated financial statements are those related to revenue recognition, income taxes, inventories, goodwill and long-lived assets. The actual results experienced by the Company could differ materially from management’s estimates.
Recently Adopted Accounting Standards
In November 2015, the Financial Accounting Standards Board issued an accounting standard update to simplify the presentation of deferred income taxes. Under this new standard, deferred tax assets and liabilities are required to be classified as noncurrent in a classified balance sheet. The Company adopted this standard during the third quarter of fiscal 2016 on a retrospective basis resulting in the reclassification of $12.5 million of current deferred tax assets to noncurrent in the Company’s consolidated balance sheet as of March 29, 2015.
Note 2. Marketable Securities
The Company’s portfolio ofavailable-for-sale marketable securities consists of the following:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
| (In thousands) | ||||||||||||||||
December 27, 2015 | ||||||||||||||||
U.S. government and agency securities | $ | 91,312 | $ | 20 | $ | (311 | ) | $ | 91,021 | |||||||
Corporate debt obligations | 88,618 | 19 | (283 | ) | 88,354 | |||||||||||
Mortgage-backed securities | 19,149 | 72 | (75 | ) | 19,146 | |||||||||||
Municipal bonds | 12,213 | 23 | (10 | ) | 12,226 | |||||||||||
Other debt securities | 1,663 | — | (5 | ) | 1,658 | |||||||||||
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| $ | 212,955 | $ | 134 | $ | (684 | ) | $ | 212,405 | ||||||||
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March 29, 2015 | ||||||||||||||||
U.S. government and agency securities | $ | 54,279 | $ | 173 | $ | (12 | ) | $ | 54,440 | |||||||
Corporate debt obligations | 99,117 | 257 | (51 | ) | 99,323 | |||||||||||
Mortgage-backed securities | 26,676 | 182 | (36 | ) | 26,822 | |||||||||||
Municipal bonds | 16,647 | 76 | (2 | ) | 16,721 | |||||||||||
Other debt securities | 3,860 | 8 | — | 3,868 | ||||||||||||
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| $ | 200,579 | $ | 696 | $ | (101 | ) | $ | 201,174 | ||||||||
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The amortized cost and estimated fair value of debt securities as of December 27, 2015, by contractual maturity, are presented below. Expected maturities will differ from contractual maturities because the issuers of securities may have the right to repay obligations without prepayment penalties. Certain debt instruments, although possessing a contractual maturity greater than one year, are classified as short-term marketable securities based on their ability to be traded on active markets and availability for current operations.
| Amortized Cost | Estimated Fair Value | |||||||
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Due in one year or less | $ | 46,819 | $ | 46,782 | ||||
Due after one year through three years | 132,881 | 132,397 | ||||||
Due after three years through five years | 21,724 | 21,672 | ||||||
Due after five years | 11,531 | 11,554 | ||||||
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| $ | 212,955 | $ | 212,405 | |||||
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The following table presents the Company’s marketable securities with unrealized losses by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 27, 2015 and March 29, 2015.
| Less Than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
Description of Securities | (In thousands) | |||||||||||||||||||||||
December 27, 2015 | ||||||||||||||||||||||||
U.S. government and agency securities | $ | 83,818 | $ | (311 | ) | $ | — | $ | — | $ | 83,818 | $ | (311 | ) | ||||||||||
Corporate debt obligations | 76,465 | (274 | ) | 1,417 | (9 | ) | 77,882 | (283 | ) | |||||||||||||||
Mortgage-backed securities | 10,112 | (59 | ) | 1,901 | (16 | ) | 12,013 | (75 | ) | |||||||||||||||
Municipal bonds | 3,087 | (10 | ) | — | — | 3,087 | (10 | ) | ||||||||||||||||
Other debt securities | 1,658 | (5 | ) | — | — | 1,658 | (5 | ) | ||||||||||||||||
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| $ | 175,140 | $ | (659 | ) | $ | 3,318 | $ | (25 | ) | $ | 178,458 | $ | (684 | ) | ||||||||||
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March 29, 2015 | ||||||||||||||||||||||||
U.S. government and agency securities | $ | 16,607 | $ | (12 | ) | $ | — | $ | — | $ | 16,607 | $ | (12 | ) | ||||||||||
Corporate debt obligations | 28,421 | (51 | ) | — | — | 28,421 | (51 | ) | ||||||||||||||||
Mortgage-backed securities | 4,174 | (8 | ) | 4,581 | (28 | ) | 8,755 | (36 | ) | |||||||||||||||
Municipal bonds | 921 | (2 | ) | — | — | 921 | (2 | ) | ||||||||||||||||
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| $ | 50,123 | $ | (73 | ) | $ | 4,581 | $ | (28 | ) | $ | 54,704 | $ | (101 | ) | ||||||||||
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As of December 27, 2015 and March 29, 2015, the fair value of certain of the Company’savailable-for-sale securities was less than their cost basis. Management reviewed various factors in determining whether to recognize an impairment charge related to these unrealized losses, including the current financial and credit market environment, the financial condition and near-term prospects of the issuer of the security, the magnitude of the unrealized loss compared to the cost of the investment, the length of time the investment had been in a loss position and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery of market value. As of December 27, 2015 and March 29, 2015, the Company determined that the unrealized losses were temporary in nature and recorded them as a component of accumulated other comprehensive income.
Note 3. Fair Value of Financial Instruments
The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, accounts receivable and accounts payable. The carrying value of cash equivalents, accounts receivable and accounts payable approximates fair value because of the nature and short-term maturity of these financial instruments.
A summary of the assets measured at fair value on a recurring basis as of December 27, 2015 and March 29, 2015 are as follows:
| Fair Value Measurements Using | ||||||||||||
| Level 1 | Level 2 | Total | ||||||||||
| (In thousands) | ||||||||||||
December 27, 2015 | ||||||||||||
Cash and cash equivalents | $ | 87,069 | $ | — | $ | 87,069 | ||||||
Marketable securities: | ||||||||||||
U.S. government and agency securities | 91,021 | — | 91,021 | |||||||||
Corporate debt obligations | — | 88,354 | 88,354 | |||||||||
Mortgage-backed securities | — | 19,146 | 19,146 | |||||||||
Municipal bonds | — | 12,226 | 12,226 | |||||||||
Other debt securities | — | 1,658 | 1,658 | |||||||||
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| 91,021 | 121,384 | 212,405 | ||||||||||
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| $ | 178,090 | $ | 121,384 | $ | 299,474 | |||||||
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March 29, 2015 | ||||||||||||
Cash and cash equivalents | $ | 115,241 | $ | — | $ | 115,241 | ||||||
Marketable securities: | ||||||||||||
U.S. government and agency securities | 54,440 | — | 54,440 | |||||||||
Corporate debt obligations | — | 99,323 | 99,323 | |||||||||
Mortgage-backed securities | — | 26,822 | 26,822 | |||||||||
Municipal bonds | — | 16,721 | 16,721 | |||||||||
Other debt securities | — | 3,868 | 3,868 | |||||||||
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| 54,440 | 146,734 | 201,174 | ||||||||||
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| $ | 169,681 | $ | 146,734 | $ | 316,415 | |||||||
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The Company’s investments classified within Level 2 were primarily valued based on valuations obtained from a third-party pricing service. To estimate fair value, the pricing service utilizes industry-standard valuation models, including both income and market-based approaches for which all significant inputs are observable either directly or indirectly. The Company obtained documentation from the pricing service as to the methodology and summary of inputs used for the various types of securities. The pricing service maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. These observable inputs include reported trades and broker/dealer quotes of the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs. The Company compares valuation information from the pricing service with other pricing sources to validate the reasonableness of the valuations.
Note 4. Inventories
Components of inventories are as follows:
| December 27, 2015 | March 29, 2015 | |||||||
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Raw materials | $ | 11,978 | $ | 4,311 | ||||
Finished goods | 28,298 | 25,667 | ||||||
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| $ | 40,276 | $ | 29,978 | |||||
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Note 5. Treasury Stock
Since fiscal 2003, the Company has had various programs that authorized the purchase by the Company of its outstanding common stock, including a program approved in October 2014 of which the total authorized amount had been fully utilized as of December 27, 2015. Shares purchased under these programs have been recorded as treasury shares and will be held as such until the Company’s Board of Directors designates that these shares be retired or used for other purposes.
In November 2015, the Company’s Board of Directors approved a new program authorizing the purchase by the Company of up to $125 million of its outstanding common stock over a period of up to two years from the date of the initial purchase under the new program. No shares have been purchased under this program as of December 27, 2015.
Note 6. Special Charges
A summary of the special charges recorded during the three and nine months ended December 27, 2015 and December 28, 2014, respectively, including the costs associated with all of the restructuring plans discussed below, is as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 27, 2015 | December 28, 2014 | December 27, 2015 | December 28, 2014 | |||||||||||||
| (In thousands) | ||||||||||||||||
Exit costs | $ | 664 | $ | 69 | $ | 8,660 | $ | 3,361 | ||||||||
Asset impairments | 717 | — | 1,954 | 1,011 | ||||||||||||
Other charges | — | — | — | 500 | ||||||||||||
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| $ | 1,381 | $ | 69 | $ | 10,614 | $ | 4,872 | |||||||||
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September 2015 Initiative
In September 2015, the Company commenced a restructuring plan (September 2015 Initiative) designed to align its future operating expenses with its revenue expectations. The restructuring plan includes a workforce reduction and the consolidation and elimination of certain engineering activities.
During the three and nine months ended December 27, 2015, the Company recorded special charges of $1.3 million and $9.4 million, respectively, related to the September 2015 Initiative. Special charges for the three months ended December 27, 2015 consisted of $0.6 million of exit costs and $0.7 million of asset impairment charges related to property and equipment. Special charges for the nine months ended December 27, 2015 consisted of $7.5 million of exit costs and $1.9 million of asset impairment charges related to property and equipment. Exit costs included severance and related costs associated with involuntarily terminated employees, as well as costs related to a leased facility that the Company ceased using during the three months ended December 27, 2015. The exit costs related to the leased facility include anon-cash adjustment of $0.5 million related to the reversal of a deferred rent liability associated with this facility.
As of December 27, 2015, the Company had substantially completed the restructuring activities related to the September 2015 Initiative. Activity and liability balances for exit costs related to this initiative are as follows:
| Workforce Reduction | Facilities and Other | Total | ||||||||||
| (In thousands) | ||||||||||||
Charged to costs and expenses | $ | 7,525 | $ | (69 | ) | $ | 7,456 | |||||
Payments | (6,944 | ) | (130 | ) | (7,074 | ) | ||||||
Non-cash adjustment | — | 461 | 461 | |||||||||
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Balance as of December 27, 2015 | $ | 581 | $ | 262 | $ | 843 | ||||||
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The unpaid exit costs related to the September 2015 Initiative are expected to be paid during fiscal 2016.
May 2015 Initiative
In May 2015, the Company commenced a restructuring plan (May 2015 Initiative) designed to streamline business operations and recorded special charges of $0.7 million during the three months ended June 28, 2015. The special charges consisted entirely of exit costs associated with severance benefits for the involuntarily terminated employees. The Company completed these restructuring activities and all amounts were paid as of September 27, 2015.
March 2014 Initiative
In March 2014, the Company commenced a restructuring plan (March 2014 Initiative) primarily designed to consolidate its Ethernet product roadmap following the acquisition of certain Ethernet controller-related assets. This restructuring plan primarily consisted of a workforce reduction and the consolidation and elimination of certain engineering activities. The Company completed these restructuring activities and all amounts were paid as of March 29, 2015.
During the nine months ended December 28, 2014, the Company recorded special charges of $3.6 million in connection with the March 2014 Initiative, consisting of $2.6 million of exit costs and $1.0 million of asset impairment charges related to abandoned property and equipment. The exit costs included severance and related costs associated with involuntarily terminated employees.
June 2013 Initiative
In June 2013, the Company commenced a restructuring plan (June 2013 Initiative) designed to enhance product focus and streamline business operations. The restructuring plan includes a workforce reduction and the consolidation and elimination of certain engineering activities. In connection with this plan, the Company ceased development of future application-specific integrated circuits for switch products.
In connection with the June 2013 Initiative, the Company recorded special charges of $0.1 million and $0.6 million during the three and nine months ended December 27, 2015, respectively, and $0.1 million and $0.7 million for the three and nine months ended December 28, 2014, respectively. Special charges for all periods consisted entirely of exit costs associated with severance and related costs for involuntarily terminated employees. Certain employees that were notified of their termination are required to provide future services for varying periods in excess of statutory notice periods. Severance costs related to these services are recognized ratably over the estimated requisite service period. The Company expects to incur less than $1 million of additional severance costs in connection with these employees over the requisite service period.
The aggregate amount of the special charges recorded in connection with the June 2013 Initiative is $25.5 million and consisted of $15.1 million of severance and related costs associated with involuntarily terminated employees, $5.9 million of facilities and other costs and $4.5 million of asset impairment charges primarily related to abandoned property and equipment.
Activity and liability balances for exit costs related to the June 2013 Initiative are as follows:
| Workforce Reduction | Facilities and Other | Total | ||||||||||
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Balance as of March 29, 2015 | $ | 2,476 | $ | 7,576 | $ | 10,052 | ||||||
Charged to costs and expenses | 555 | — | 555 | |||||||||
Payments | (1,121 | ) | (1,737 | ) | (2,858 | ) | ||||||
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Balance as of December 27, 2015 | $ | 1,910 | $ | 5,839 | $ | 7,749 | ||||||
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The unpaid exit costs related to the June 2013 Initiative are expected to be paid over the terms of the related agreements through fiscal 2018.
A summary of the total unpaid exit costs for all restructuring plans, by classification, included in the condensed consolidated balance sheets is as follows:
| December 27, 2015 | March 29, 2015 | |||||||
| (In thousands) | ||||||||
Other current liabilities | $ | 3,331 | $ | 3,664 | ||||
Other liabilities | 5,261 | 7,553 | ||||||
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| $ | 8,592 | $ | 11,217 | |||||
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Note 7. Income Taxes
The Company’s income tax expense (benefit) was $(1.4) million and $3.6 million for the three and nine months ended December 27, 2015, respectively, and $1.0 million and $3.3 million for the three and nine months ended December 28, 2014, respectively. Income tax expense (benefit) was positively impacted by the retroactive reinstatement of the federal research tax credit totaling $3.0 million for each of the three and nine months ended December 27, 2015 and $3.7 million for each of the three and nine months ended December 28, 2014. Income tax expense for the nine months ended December 27, 2015 and December 28, 2014 was also impacted by the negative effect of a discretetax-related item associated with the difference between stock-based compensation expense and the deduction related to stock-based awards on income tax returns. The Company’s income tax expense is based on the estimated income for the year, the composition of the estimated income in different tax jurisdictions, and the tax effect, if any, in the applicable quarterly periods of newly enacted tax legislation, resolution of tax audits, changes in uncertain tax positions, and other discretetax-related items. The allocation of taxable income to domestic and foreign tax jurisdictions impacts the effective tax rate, as the Company’s income tax rate in foreign jurisdictions is generally lower than its income tax rate in the United States.
Note 8. Net Income Per Share
The following table sets forth the computation of basic and diluted net income per share:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 27, 2015 | December 28, 2014 | December 27, 2015 | December 28, 2014 | |||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||
Net income | $ | 23,433 | $ | 22,435 | $ | 28,227 | $ | 39,445 | ||||||||
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Shares: | ||||||||||||||||
Weighted-average shares outstanding — basic | 83,503 | 87,728 | 85,916 | 87,679 | ||||||||||||
Dilutive potential common shares, using treasury stock method | 804 | 799 | 960 | 615 | ||||||||||||
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Weighted-average shares outstanding — diluted | 84,307 | 88,527 | 86,876 | 88,294 | ||||||||||||
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Net income per share: | ||||||||||||||||
Basic | $ | 0.28 | $ | 0.26 | $ | 0.33 | $ | 0.45 | ||||||||
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Diluted | $ | 0.28 | $ | 0.25 | $ | 0.32 | $ | 0.45 | ||||||||
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Stock-based awards, including stock options and restricted stock units, representing 6.5 million and 6.6 million shares of common stock have been excluded from the diluted per share calculations for the three and nine months ended December 27, 2015, respectively, and 8.9 million and 10.7 million shares of common stock have been excluded from the diluted per share calculations for the three and nine months ended December 28, 2014, respectively. These stock-based awards have been excluded from the diluted per share calculations because their effect would have been antidilutive.
Note 9. Legal Proceedings
In September 2015, a purported class action was commenced in the U.S. District Court for the Central District of California asserting claims arising under federal securities laws against the Company and certain individual defendants. The plaintiff, Phyllis Hull, purports to represent a class of persons who purchased the Company’s common stock between April 30, 2015 and July 30, 2015. The plaintiff alleges that the defendants, including a former officer and a current officer, engaged in a scheme to inflate the Company’s stock price by making false and misleading statements regarding the Company’s operations, financial results and future business prospects in violation of federal securities laws. The plaintiff seeks compensatory damages, interest and an award of reasonable attorneys’ fees and costs.
In October 2015, Stephen Kramer filed a shareholder derivative complaint in the Orange County, California, Superior Court purportedly on behalf of the Company against certain current and former officers and directors of the Company. The plaintiff alleges breaches of fiduciary duty, unjust enrichment, corporate waste, aiding and abetting breaches of fiduciary duty, and improper insider sales of stock in violation of California law based on the allegation that, since October 17, 2014, the individual defendants engaged in a scheme to inflate the Company’s stock price by making false and misleading statements regarding the Company’s operations, financial results, internal controls and future business prospects. The plaintiff seeks an award of damages and restitution to the
Company from the individual defendants, disgorgement of the defendants’ profits and compensation, an order requiring the Company to reform and improve its corporate governance, and an award of costs and attorneys’ fees to the plaintiff and its counsel.
The Company currently believes that it is not probable that the disposition of these matters will have a material adverse effect on the Company’s financial condition or results of operations.
