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): August 1, 2017
 
 
DexCom, Inc.
(Exact Name of the Registrant as Specified in Its Charter)
 
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-51222
 
33-0857544
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
6340 Sequence Drive, San Diego, CA
 
92121
(Address of Principal Executive Offices)
 
(Zip Code)
(858) 200-0200
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)
¨
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 August 1, 2017 , DexCom, Inc. (“DexCom”) issued a press release announcing its financial results for the quarter ended June 30, 2017  and certain other information. This press release has been furnished as Exhibit 99.01 to this report and is incorporated herein by this reference.
The information in this Item 2.02, including Exhibit 99.01 hereto, is furnished pursuant to Item 2.02 of Form 8-K, and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of DexCom under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
ITEM 5.02.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(b)     The disclosure made under Item 5.02(c) are hereby incorporated by reference into this Item 5.02(b).
(c)    On August 1, 2017, DexCom announced that Quentin S. Blackford would be joining DexCom as its Chief Financial Officer, effective upon the commencement of his employment, which is expected to occur on September 1, 2017. Upon appointment by the DexCom Board of Directors, Mr. Blackford will be DexCom’s principal financial officer and principal accounting officer for purposes of the Exchange Act.
Kevin Sun, who has served as DexCom’s Interim Chief Financial Officer and principal financial officer and principal accounting officer since April 1, 2017, will cease to serve in those capacities, effective upon the commencement of Mr. Blackford’s employment, and will return to serve in his prior role as DexCom’s Vice President, Finance.
Mr. Blackford, age 38, most recently served as the Executive Vice President, Chief Financial Officer, Head of Strategy and Corporate Integrity of NuVasive, Inc., a role he had held since August 2016. In this role, Mr. Blackford was responsible for leading NuVasive’s Finance, Strategy and Corporate Development, Compliance and Regulatory functions. From August 2014 until August 2016, Mr. Blackford served as NuVasive’s Executive Vice President, Chief Financial Officer. From July 2012 to August 2014, Mr. Blackford served as NuVasive’s Executive Vice President of Finance and Investor Relations, and from January 2011 to June 2012, he served as NuVasive’s Vice President, Finance. Mr. Blackford joined NuVasive in 2009 as its Corporate Controller and was previously employed at Zimmer Holdings, Inc., including most recently as the Director of Finance and Controller for Zimmer’s Dental Division. He obtained his Certified Public Accounting license (currently inactive) following the achievement of dual Bachelor of Science degrees in Accounting and Business Administration, with an emphasis in Accounting, from Grace College.
DexCom entered into an offer letter with Mr. Blackford (the “Offer Letter”), pursuant to which Mr. Blackford will receive an initial annual base salary of $450,000 and will be eligible to receive an annual cash performance bonus. The target amount for Mr. Blackford’s 2017 cash performance bonus will be equal to 75% of Mr. Blackford’s base salary, pro-rated so that Mr. Blackford is eligible for nine months of the target bonus amount, with the actual bonus amount to be determined by the board of directors of DexCom (the “Board”). The Offer Letter does not provide for a specified term of employment and Mr. Blackford’s employment is on an at-will basis. The terms of the Offer Letter were approved by the Compensation Committee of the Board on July 28, 2017.
Mr. Blackford is also eligible to participate in DexCom’s employee benefit, retirement, severance and other plans, as may be maintained by DexCom from time to time, on a basis no less favorable than those provided to other similarly-situated executives of DexCom.
Pursuant to the terms of the Offer Letter, upon commencement of his employment with DexCom and approval of the Board (or a committee thereof), Mr. Blackford will receive a grant of restricted stock units (“RSUs”) with a fair market value of $4,500,000 based on the average closing price of DexCom common stock for the 30 trading day period prior to the date that the RSUs are granted.
When granted, the RSUs will vest as follows: twenty five percent (25%) on the first day of the 13 th month after the grant date, and the remaining seventy five percent (75%) will vest in three equal annual installments thereafter, in each case,





subject to his continued employment by DexCom on each vesting date. The RSUs will be subject to the terms and conditions of DexCom’s 2015 Equity Incentive Plan, as amended, including the requirement that Mr. Blackford maintain his continuous service with DexCom.
Finally, DexCom will provide Mr. Blackford with a sign on bonus of $150,000, subject to applicable taxes and withholdings, payable on the first payroll date after his first month of full-time employment at DexCom. If Mr. Blackford terminates his employment with DexCom prior to completing one year of employment, he will be required to refund his bonus in full. If Mr. Blackford terminates his employment during his second year of employment with DexCom, he will be required to refund his bonus payment prorated on a monthly basis to the number of full months he does not work for DexCom during that second year.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Mr. Blackford will also enter into (i) an agreement to participate in DexCom’s Severance and Change in Control Plan (as defined and described in DexCom’s Form 8-K filed with the SEC on June 6, 2017), (ii) DexCom’s standard form of indemnification agreement and (iii) DexCom’s standard form of employee proprietary information and inventions agreement.
(e)     The disclosure made under Item 5.02(c) are hereby incorporated by reference into this Item 5.02(e).
ITEM 7.01.
REGULATION FD DISCLOSURE.
On August 1, 2017 , DexCom will make available on its website a supplement with additional business and financial information, including historical revenues by geographic and product categories. The presentation can be accessed by going to  www.dexcom.com , selecting the “Investors” tab, and then selecting the “Events & Presentations” tab. The presentation will be available on our website until the next regular update.
The information in this Item 7.01 is furnished pursuant to Item 7.01 of Form 8-K, and is not deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibits is not incorporated by reference in any filing of DexCom under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
 
 
 
 
Number
  
Description
 
 
10.1
 
Offer Letter for Quentin S. Blackford dated July 28, 2017
99.01
  
Press release dated August 1, 2017 announcing the financial results for the three months ended June 30, 2017 and certain other information.







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 thereunto duly authorized.
 
 
 
 
DEXCOM, INC.
 
 
By:
 
/s/  Steven R. Pacelli
Steven R. Pacelli
Executive Vice President, Strategy and Corporate Development
Date: August 1, 2017







Exhibit Index
 
 
 
 
Number
  
Description
 
 
10.1
 
Offer Letter for Quentin S. Blackford dated July 28, 2017
99.01
  
Press release dated August 1, 2017 announcing the financial results for the three months ended June 30, 2017 and certain other information.


DXCMLOGO.JPG
San Diego, CA 92121
1-888-738-3646
www.dexcom.com


July 24, 2017

Quentin Blackford


Dear Quentin:

DexCom Inc. (“DexCom” or the “Company”) is an innovative company working to develop technology for the continuous monitoring of glucose in people with diabetes. We are committed to helping people with diabetes live longer, healthier lives. We believe you would make an excellent addition to the Company. Accordingly, DexCom is pleased to offer you employment on the terms and conditions set forth below.

DexCom will employ you as Executive Vice President, Chief Financial Officer , and you will make best efforts to apply your expertise and discharge your duties in that position. You will report directly to Kevin Sayer, President and CEO, at our facilities in San Diego, CA, subject to necessary business travel. The Company may change your position, duties, and work location as it deems necessary.

Your initial annual salary will be $450,000 (your “Base Salary”), less payroll deductions and all required withholdings. You will be paid semi-monthly and will be eligible to participate in the comprehensive benefit program that we offer to employees and their families, which includes medical, dental and vision insurance plans, a 401(k) investment program, and paid-time-off and holidays. Further details about the Company’s benefit program will be provided to you by our Human Resources Department. DexCom may, in its sole discretion, change your Base Salary or modify the benefit programs in which you participate.

As part of your compensation package, DexCom’s management team will also recommend to the Board of Directors that, following your commencement of employment, you be granted Restricted Stock Units (“RSUs”) with a value of $4,500,000.00 , which RSUs shall vest into an equal number of shares of the Company’s common stock in accordance with the vesting schedule below. RSUs are approved quarterly, typically in March, May, August and November, and the grant date is established upon such approval, which normally occurs subsequent to hire date. The RSUs shall vest 25% on the first day of the 13th month after the grant date, and the remaining 75% shall vest in 3 equal annual installments thereafter. These RSUs will be subject to the terms and conditions of the Company’s 2015 Equity Incentive Plan.

Additionally, you will be eligible to participate in the Company’s discretionary bonus plan (as approved each year by the Board of Directors), with a target payout of 75% of your Base Salary. Your 2017 bonus paid out in March 2018 will be prorated so that you are eligible for 9 months of the 2017 bonus payout.

Finally, DexCom will provide you a sign on bonus of $150,000 , subject to applicable taxes and withholdings, payable on the first Company payroll date after your first month of full-time employment at Dexcom.  If you terminate your employment with Dexcom prior to completing one year of employment, you will be required to refund your bonus in full.  If you terminate your employment during year two, you will be required to refund your bonus payment prorated on a monthly basis to the number of full months you do not work for DexCom during that second year.

As a DexCom employee, you will be expected to abide by the Company’s rules and regulations. As a condition of this offer, you must sign and comply with the attached Employee Proprietary Information and Inventions Agreement, which prohibits unauthorized use or disclosure of DexCom’s proprietary information among other prohibitions and obligations.



DXCMLOGO.JPG
San Diego, CA 92121
1-888-738-3646
www.dexcom.com



In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality, or to otherwise violate any obligation to a prior employer in connection with your employment with the Company. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You further agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.

DexCom’s normal working hours are 8:00 a.m. through 5:00 p.m., Monday through Friday. You may be required to work additional hours as required by the nature of your work assignments. As an exempt employee, you will not be eligible for overtime.
 
Your employment relationship with DexCom is at-will. Accordingly, you may terminate your employment with DexCom at any time, for any reason whatsoever, simply by notifying the Company. Likewise, DexCom may terminate your employment at any time, with or without cause or advance notice.

This letter, together with your Employee Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with DexCom. It supersedes any other agreements or promises made to you by anyone, whether oral or written, and it can only be modified in a written agreement signed by you and by an officer of DexCom. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. This offer is also subject to the satisfactory completion and results of the Company’s required background and reference check.

Please sign and date this letter, and return it to me by July 27, 2017, if you wish to accept employment at the Company under the terms described above. If you accept our offer, we would like you to start on September 1, 2017 , or as agreed upon.

We look forward to your favorable reply and to a productive and enjoyable work relationship.

Sincerely,

Kevin Sayer
President & CEO

Accepted and Agreed:
 
/s/ Quentin Blackford
Signature
 
Quentin Blackford
Name
 
July 28, 2017
Date
 
September 1, 2017
Start Date




Exhibit 99.01
DexCom, Inc. Reports Second Quarter 2017 Financial Results
Company appoints Quentin Blackford as CFO beginning in September

SAN DIEGO, CA - (BUSINESS WIRE- August 1, 2017 ) - DexCom, Inc. (Nasdaq: DXCM) today reported its unaudited financial results as of and for the quarter ended June 30, 2017 .

Second Quarter 2017 Highlights:

Revenue grew 24% over the second quarter of 2016 to $170.6 million
International revenue grew 69% over the second quarter of 2016
Gross profit of $117.5 million or 69% of revenue
GAAP net income of $2.9 million , or $0.03 per share
Non-GAAP net loss of $14.2 million , or $0.16 per share

“The first half of 2017 has been very positive for DexCom. Our revenue increased 23% for the first six months of the year, and we remain on track to achieve our full year targets,” said Kevin Sayer, President and CEO, DexCom. “New patient interest in DexCom CGM is robust, fueled by positive reimbursement decisions for both the Medicare population and in Germany combined with increased awareness around the world. We believe DexCom CGM should be the first tool prescribed for people with diabetes and continue to invest in our pipeline to capitalize on the tremendous opportunity we see through the end of 2017 and beyond.”

Second Quarter Financial Summary:

Revenue grew to $170.6 million for the second quarter of 2017 , an increase of 24% from the $137.3 million in revenue for the same quarter in 2016 . Gross profit totaled $117.5 million or 69% for the second quarter of 2017 compared to a gross profit of $85.5 million or 62% for the same quarter of 2016.

The GAAP net income of $2.9 million , or $0.03 per share, for the second quarter of 2017 included $19.9 million in net non-cash expenses, compared to the GAAP net loss of $20.2 million , or $0.24 per share, for the same quarter in 2016 , which included $31.5 million in non-cash expenses. Non-cash expenses for the second quarter of 2017 of $37.0 million were comprised primarily of share-based compensation, depreciation and amortization, and non-cash interest expense related to our senior convertible notes, offset by $17.1 million of non-cash deferred tax benefit related to our senior convertible notes. Non-cash expenses for the second quarter of 2016 were comprised primarily of share-based compensation, depreciation and amortization.

Non-GAAP net loss was $14.2 million , or $0.16 per share for the second quarter of 2017, which excludes the non-cash deferred tax benefit related to our senior convertible notes. See the table below entitled “ Itemized Reconciliation Between GAAP and Non-GAAP Net Income (Loss) and Net Income (Loss) per Share ” for a reconciliation of these GAAP and Non-GAAP financial measures.

As of June 30, 2017 , DexCom had $496.6 million in cash, cash equivalents and short-term marketable securities.






DexCom Appoints New CFO

In conjunction with its earnings release, DexCom announced that Quentin Blackford has been appointed Chief Financial Officer, expected to occur on September 1, 2017. Mr. Blackford most recently served as Executive Vice President and Chief Financial Officer, Head of Strategy and Corporate Integrity at NuVasive, where he played a key role through a phase of significant growth and improvements in profitability since 2009. Prior to NuVasive, he was employed at Zimmer Holdings, Inc., serving most recently as Director of Finance and Controller of the Dental Division. Mr. Blackford obtained his Certified Public Accounting license (currently inactive) after receiving dual Bachelor of Science degrees in Accounting and Business Administration from Grace College.

Conference Call

Management will hold a conference call today starting at 4:30 p.m. (Eastern Time). The conference call will be concurrently webcast. The link to the webcast will be available on the DexCom, Inc. website at www.dexcom.com by navigating to "About Us," then "Investor Relations," and then "Events and Presentations," and will be archived for future reference. To listen to the conference call, please dial (800) 446-1671 (US/Canada) or (847) 413-3362 (International) and use the confirmation number "44096457" approximately five minutes prior to the start time.





Statement regarding use of non-GAAP financial measures

DexCom reports non-GAAP results for net loss and net loss per basic and diluted share in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Our financial measures under GAAP include non-cash deferred tax benefits related to our senior convertible notes as listed in the itemized reconciliation between GAAP and non-GAAP financial measures included in this press release. Management believes that presentation of operating results that excludes this item provides useful supplemental information to investors and facilitates the analysis of our core operating results and comparison of operating results across reporting periods. Management also believes that this supplemental non-GAAP information is therefore useful to investors in analyzing and assessing our past and future operating performance.
These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. We encourage investors to carefully consider our results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business.

About DexCom, Inc.

DexCom, Inc., headquartered in San Diego, California, is developing and marketing continuous glucose monitoring systems for ambulatory use by people with diabetes and by healthcare providers.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements that are not purely historical regarding DexCom’s or its management’s intentions, beliefs, expectations and strategies for the future. All forward-looking statements and reasons why results might differ included in this press release are made as of the date of this release, based on information currently available to DexCom, deal with future events, are subject to various risks and uncertainties, and actual results could differ materially from those anticipated in those forward looking statements. The risks and uncertainties that may cause actual results to differ materially from DexCom’s current expectations are more fully described in DexCom’s quarterly report on Form 10-Q for the period ended June 30, 2017 , as filed with the Securities and Exchange Commission on August 1, 2017 . Except as required by law, DexCom assumes no obligation to update any such forward-looking statement after the date of this report or to conform these forward-looking statements to actual results.

FOR MORE INFORMATION:
Steven R. Pacelli
Executive Vice President, Strategy and Corporate Development
(858) 200-0200
www.dexcom.com






DexCom, Inc.
Consolidated Balance Sheets
(In millions—except par value data)

 
June 30, 2017
 
December 31, 2016
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
395.9

 
$
94.5

Short-term marketable securities, available-for-sale
100.7

 
29.2

Accounts receivable, net
101.7

 
101.7

Inventory
42.8

 
45.4

Prepaid and other current assets
15.7

 
9.2

Total current assets
656.8

 
280.0

Property and equipment, net
125.0

 
109.4

Goodwill
11.9

 
11.3

Other assets
1.9

 
2.1

Total assets
$
795.6

 
$
402.8

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
72.2

 
$
68.1

Accrued payroll and related expenses
31.4

 
33.4

Current portion of deferred revenue
1.5

 
0.9

Total current liabilities
105.1

 
102.4

Other liabilities
16.3

 
16.6

Long term senior convertible notes
320.5

 

Total liabilities
441.9

 
119.0

 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.001 par value, 5.0 shares authorized; no shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively

 

Common stock, $0.001 par value, 200.0 authorized; 86.8 and 86.5 issued and outstanding,   respectively, at June 30, 2017. Common stock, $0.001 par value, 100.0 authorized; 84.9 and 84.6 shares issued and outstanding, respectively, at December 31, 2016.
0.1

 
0.1

Additional paid-in capital
1,015.6

 
905.7

Accumulated other comprehensive loss
(1.6
)
 
(1.0
)
Accumulated deficit
(660.4
)
 
(621.0
)
Total stockholders’ equity
353.7

 
283.8

Total liabilities and stockholders’ equity
$
795.6

 
$
402.8







DexCom, Inc.
Consolidated Statements of Operations
(In millions—except per share data)
(Unaudited)



Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017

2016
 
2017
 
2016
Revenues
$
170.6

 
$
137.3

 
$
312.9

 
$
253.5

Cost of sales
53.1

 
51.8

 
101.3

 
92.9

Gross profit
117.5


85.5


211.6


160.6

Operating expenses



 

 

Research and development
45.3


36.3

 
93.4

 
68.5

Selling, general and administrative
85.8


69.3

 
172.2

 
131.4

Total operating expenses
131.1


105.6


265.6


199.9

Operating loss
(13.6
)

(20.1
)

(54.0
)

(39.3
)
Other income
1.8

 

 
2.2

 

Interest income
0.5

 
0.1

 
0.7

 
0.2

Interest expense
(3.1
)

(0.1
)
 
(3.6
)
 
(0.2
)
Loss before income taxes
(14.4
)

(20.1
)
 
(54.7
)
 
(39.3
)
Income tax expense (benefit)
(17.3
)

0.1

 
(15.9
)
 
0.1

Net income (loss)
$
2.9


$
(20.2
)
 
$
(38.8
)
 
$
(39.4
)
Basic and diluted net income (loss) per share
$
0.03


$
(0.24
)
 
$
(0.45
)
 
$
(0.48
)
Shares used to compute basic net income (loss) per share
86.4


83.6

 
85.8

 
82.8

Shares used to compute dilutive net income (loss) per share
87.4

 
83.6

 
85.8

 
82.8

































DexCom, Inc.
Revenue by Geography
(In millions)
(Unaudited)
 
Three Months Ended June 30,
 
2017
 
2016
US revenue
$
140.8

 
$
119.7

Year over year growth
18
%
 
48
%
% of total revenue
83
%
 
87
%
 
 
 
 
OUS revenue
$
29.7

 
$
17.6

Year over year growth
69
%
 
42
%
% of total revenue
17
%
 
13
%
 
 
 
 
Total revenue
$
170.6

 
$
137.3

Year over year growth
24
%
 
47
%





DexCom, Inc.
Revenue by Component
(In millions)
(Unaudited)
 
Three Months Ended June 30,
 
2017
 
2016
Sensor revenue
$
120.7

 
$
95.0

Year over year growth
27
%
 
47
%
% of total revenue
71
%
 
69
%
 
 
 
 
Transmitter revenue
$
34.7

 
$
28.3

Year over year growth
23
%
 
69
%
% of total revenue
20
%
 
21
%
 
 
 
 
Receiver revenue
$
14.0

 
$
13.1

Year over year growth
7
%
 
25
%
% of total revenue
8
%
 
10
%
 
 
 
 
Other revenue (1)
$
1.2

 
$
0.9

 
 
 
 
Total revenue
$
170.6

 
$
137.3

Year over year growth
24
%
 
47
%
(1) Includes revenue from services, freight, accessories, etc.







DexCom, Inc.
Itemized Reconciliation Between GAAP and Non-GAAP Net Income (Loss) and Net Income (Loss) per Share
(In millions—except per share data)
(Unaudited)
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
GAAP net income (loss)
$
2.9

 
$
(20.2
)
 
$
(38.8
)
 
$
(39.4
)
Deferred tax benefit on senior convertible notes (1)
(17.1
)
 

 
(17.1
)
 

Non-GAAP net loss
$
(14.2
)
 
$
(20.2
)
 
$
(55.9
)
 
$
(39.4
)
 
 
 
 
 
 
 
 
GAAP basic and diluted net income (loss) per share
$
0.03

 
$
(0.24
)
 
$
(0.45
)
 
$
(0.48
)
Deferred tax benefit on senior convertible notes (1)
(0.20
)
 

 
(0.20
)
 

Non-GAAP basic and diluted net loss per share  (2)
$
(0.16
)
 
$
(0.24
)
 
$
(0.65
)
 
$
(0.48
)
 
 
 
 
 
 
 
 
Shares used to compute net income (loss) per share:
 
 
 
 
 
 
 
Basic
86.4

 
83.6

 
85.8

 
82.8

Diluted
87.4

 
83.6

 
85.8

 
82.8

(1) Non-cash tax benefit associated with the convertible senior notes.
(2) Earnings per share amounts for the three months ended June 30, 2017 do not add due to rounding.