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Tenable Announces Third Quarter 2020 Financial Results

  • Added 335 new enterprise platform customers and 56 net new six-figure customers
  • Revenue of $112.3 million, up 22% year-over-year
  • GAAP loss from operations of $3.5 million; Non-GAAP income from operations of $12.4 million
  • Net cash provided by operating activities of $24.8 million; Free cash flow of $16.7 million

COLUMBIA, Md., Oct. 27, 2020 (GLOBE NEWSWIRE) -- Tenable (Nasdaq: TENB), the Cyber Exposure company, today announced financial results for the quarter ended September 30, 2020.

“We are pleased with our results for the quarter which includes attractive topline growth and expanding operating and free cash flow margins,” said Amit Yoran, Chairman and CEO of Tenable. “Remote work models have accelerated digital transformation and cloud adoption and organizations are increasingly relying on Tenable to secure these dynamic, modern environments. Tenable is helping customers invest in the cloud confidently and securely, empowering them to take a unified, risk-based approach to vulnerability management.”

Third Quarter 2020 Financial Highlights

  • Revenue was $112.3 million, representing a 22% increase year-over-year.
  • Calculated current billings was $133.7 million, representing a 21% increase year-over-year.
  • GAAP loss from operations was $3.5 million, compared to a loss of $18.3 million in the third quarter of 2019.
  • Non-GAAP income from operations was $12.4 million, compared to a loss of $7.7 million in the third quarter of 2019.
  • GAAP net loss was $5.9 million, compared to a loss of $17.6 million in the third quarter of 2019.
  • GAAP net loss per share was $0.06, compared to a loss per share of $0.18 in the third quarter of 2019.
  • Non-GAAP net income was $10.5 million, compared to a loss of $6.7 million in the third quarter of 2019.
  • Non-GAAP diluted earnings per share was $0.09, compared to a loss per share of $0.07 in the third quarter of 2019.
  • Cash and cash equivalents and short-term investments were $269.1 million at September 30, 2020, compared to $212.3 million at December 31, 2019.
  • Net cash provided by operating activities was $24.8 million, compared to $4.7 million of net cash used in operating activities in the third quarter of 2019.
  • Free cash flow was $16.7 million, compared to $(9.6) million in the third quarter of 2019.

Recent Business Highlights

  • Added 335 new enterprise platform customers and 56 net new six-figure customers.
  • Unveiled Frictionless Assessment, a new cloud security capability for Tenable.io® that empowers customers to instantly and continuously evaluate their cloud assets and allows them to quickly detect new vulnerabilities without the need to schedule a scan or deploy an agent.
  • Announced enhancements to Tenable Lumin™, including new capabilities to assess organizations’ remediation maturity, an inventory of endpoint security controls and predictive scoring for more comprehensive insight into an organization’s cyber exposure.
  • Achieved “In Process” designation from the Federal Risk and Authorization Management Program (FedRAMP) for Tenable.io, our cloud-based vulnerability management platform.
  • Announced a new partnership with the Center for Internet Security, Inc. (CIS®) that will bolster cyber hygiene for both public and private sector organizations, making foundational cybersecurity more affordable, accessible and actionable.

Financial Outlook

For the fourth quarter of 2020, we currently expect:

  • Revenue in the range of $113.0 million to $115.0 million.
  • Non-GAAP income from operations in the range of $8.0 million to $9.0 million.
  • Non-GAAP net income in the range of $6.0 million to $7.0 million.
  • Non-GAAP diluted earnings per share in the range of $0.05 to $0.06.
  • 113.0 million diluted weighted average shares outstanding.

For the year ending December 31, 2020, we currently expect:

  • Revenue in the range of $435.1 million to $437.1 million.
  • Non-GAAP income from operations in the range of $18.4 million to $19.4 million.
  • Non-GAAP net income in the range of $12.4 million to $13.4 million.
  • Non-GAAP diluted earnings per share in the range of $0.11 to $0.12.
  • 110.6 million diluted weighted average shares outstanding.

Conference Call Information

Tenable will host a conference call at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. A replay of the webcast will be available until November 10, 2020.

About Tenable

Tenable® is the Cyber Exposure company. Over 30,000 organizations around the globe rely on Tenable to understand and reduce cyber risk. As the creator of Nessus®, Tenable extended its expertise in vulnerabilities to deliver the world’s first platform to see and secure any digital asset on any computing platform. Tenable customers include more than 50 percent of the Fortune 500, more than 30 percent of the Global 2000, and large government agencies. Learn more at tenable.com.

Contact Information

Investor Relations
Andrea DiMarco
investors@tenable.com

Media Relations
Cayla Baker
tenablepr@tenable.com

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and other filings that we make from time to time with the SEC, which are available on the SEC's website at sec.gov. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures and Other Key Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We present these non-GAAP financial measures to assist investors in seeing our financial performance using a management view and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.

Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by (used in) operating activities less purchases of property and equipment. We believe free cash flow is an important liquidity measure of the cash (if any) that is available, after purchases of property and equipment, for investment in our business and to make acquisitions. We believe that free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash.

Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses and amortization of acquired intangible assets. Acquisition-related expenses include transaction expenses and costs related to the transfer of acquired intellectual property.

Non-GAAP Net Income (Loss) and Non-GAAP Earnings (Loss) Per Share: We define non-GAAP net income (loss) as GAAP net loss, excluding the effect of stock-based compensation, acquisition-related expenses and amortization of acquired intangible assets, including the applicable tax impact. We use non-GAAP net income (loss) to calculate non-GAAP earnings (loss) per share.

Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.

Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation and acquisition-related expenses.


 TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

  Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands, except per share data) 2020   2019   2020   2019
Revenue $ 112,282     $ 91,852     $ 322,139     $ 257,537  
Cost of revenue(1) 19,394     15,245     57,237     42,389  
Gross profit 92,888     76,607     264,902     215,148  
Operating expenses:              
Sales and marketing(1) 53,045     56,699     168,343     165,403  
Research and development(1) 25,128     20,763     77,269     64,396  
General and administrative(1) 18,180     17,472     54,992     48,595  
Total operating expenses 96,353     94,934     300,604     278,394  
Loss from operations (3,465 )   (18,327 )   (35,702 )   (63,246 )
Interest (expense) income, net (12 )   1,527     1,177     4,677  
Other expense, net (561 )   (240 )   (1,819 )   (576 )
Loss before income taxes (4,038 )   (17,040 )   (36,344 )   (59,145 )
Provision for income taxes 1,820     600     4,451     1,563  
Net loss $ (5,858 )   $ (17,640 )   $ (40,795 )   $ (60,708 )
               
Net loss per share, basic and diluted $ (0.06 )   $ (0.18 )   $ (0.41 )   $ (0.64 )
Weighted-average shares used to compute net loss per share, basic and diluted 101,736     96,709     100,272     95,433  

_______________
(1) Includes stock-based compensation as follows:

  Three Months Ended September 30,   Nine Months Ended September 30,
  2020   2019   2020   2019
Cost of revenue $ 826     $ 694     $ 2,403     $ 2,088  
Sales and marketing 4,806     3,521     14,677     11,102  
Research and development 3,953     2,124     10,794     6,595  
General and administrative 5,715     4,160     16,127     11,406  
Total stock-based compensation $ 15,300     $ 10,499     $ 44,001     $ 31,191  



TENABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

  September 30, 2020   December 31, 2019
(in thousands, except per share data) (unaudited)    
Assets      
Current assets:      
Cash and cash equivalents $ 141,387     $ 74,363  
Short-term investments 127,720     137,904  
Accounts receivable (net of allowance for doubtful accounts of $314 and $764 at September 30, 2020 and December 31, 2019, respectively) 87,502     94,827  
Deferred commissions 30,131     28,499  
Prepaid expenses and other current assets 34,236     27,369  
Total current assets 420,976     362,962  
Property and equipment, net 39,960     26,847  
Deferred commissions (net of current portion) 41,753     43,766  
Operating lease right-of-use assets 41,430     42,847  
Acquired intangible assets, net 13,771     15,508  
Goodwill 54,138     54,138  
Other assets 11,807     12,544  
Total assets $ 623,835     $ 558,612  
       
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable and accrued expenses $ 6,248     $ 10,168  
Accrued compensation 28,244     36,634  
Deferred revenue 296,360     274,348  
Operating lease liabilities 6,312     5,209  
Other current liabilities 1,126     1,284  
Total current liabilities 338,290     327,643  
Deferred revenue (net of current portion) 93,842     88,779  
Operating lease liabilities (net of current portion) 55,645     40,663  
Other liabilities 4,931     2,622  
Total liabilities 492,708     459,707  
       
Stockholders’ equity:      
Common stock (par value: $0.01; 500,000 shares authorized; 102,755 and 98,587 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively) 1,028     986  
Additional paid-in capital 735,961     662,990  
Accumulated other comprehensive income 54     50  
Accumulated deficit (605,916 )   (565,121 )
Total stockholders’ equity 131,127     98,905  
Total liabilities and stockholders’ equity $ 623,835     $ 558,612  



TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

  Nine Months Ended September 30,
(in thousands) 2020   2019
Cash flows from operating activities:      
Net loss $ (40,795 )   $ (60,708 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 7,980     4,604  
Stock-based compensation 44,001     31,191  
Other 1,009     (787 )
Changes in operating assets and liabilities:      
Accounts receivable 7,774     (13,309 )
Prepaid expenses and other current assets (6,690 )   820  
Deferred commissions 381     (5,089 )
Other assets 17,691     (2,386 )
Accounts payable and accrued expenses (3,873 )   3,892  
Accrued compensation (8,390 )   (5,350 )
Deferred revenue 27,075     39,472  
Other current and noncurrent liabilities 135     (22 )
Net cash provided by (used in) operating activities 46,298     (7,672 )
       
Cash flows from investing activities:      
Purchases of property and equipment (19,073 )   (10,262 )
Purchases of short-term investments (157,557 )   (179,703 )
Sales and maturities of short-term investments 168,175     174,485  
Net cash used in investing activities (8,455 )   (15,480 )
       
Cash flows from financing activities:      
Proceeds from loan agreement 2,000      
Principal payments under finance lease obligations (11 )   (12 )
Credit facility issuance costs (333 )    
Proceeds from stock issued in connection with the employee stock purchase plan 13,040     15,129  
Proceeds from the exercise of stock options 15,782     15,448  
Net cash provided by financing activities 30,478     30,565  
Effect of exchange rate changes on cash and cash equivalents and restricted cash (1,359 )   (1,226 )
Net increase in cash and cash equivalents and restricted cash 66,962     6,187  
Cash and cash equivalents and restricted cash at beginning of period 74,665     165,378  
Cash and cash equivalents and restricted cash at end of period $ 141,627     $ 171,565  



TENABLE HOLDINGS, INC.
REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)

Revenue Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands) 2020   2019   2020   2019
Subscription revenue $ 96,792     $ 75,503     $ 275,192     $ 209,610  
Perpetual license and maintenance revenue 12,448     13,797     38,046     40,877  
Professional services and other revenue 3,042     2,552     8,901     7,050  
Revenue(1) $ 112,282     $ 91,852     $ 322,139     $ 257,537  

_______________
(1) Recurring revenue, which includes revenue from subscription arrangements for software and cloud-based solutions and maintenance associated with perpetual licenses, represented 94% and 92% in the three months ended September 30, 2020 and 2019, respectively, and represented 93% and 91% of revenue in the nine months ended September 30, 2020 and 2019, respectively.

Calculated Current Billings Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands) 2020   2019   2020   2019
Revenue $ 112,282     $ 91,852     $ 322,139     $ 257,537  
Add: Deferred revenue (current), end of period 296,360     245,985     296,360     245,985  
Less: Deferred revenue (current), beginning of period (274,953 )   (227,227 )   (274,348 )   (213,644 )
Calculated current billings $ 133,689     $ 110,610     $ 344,151     $ 289,878  


Free Cash Flow Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands) 2020   2019   2020   2019
Net cash provided by (used in) operating activities $ 24,807     $ (4,675 )   $ 46,298     $ (7,672 )
Purchases of property and equipment (8,069 )   (4,927 )   (19,073 )   (10,262 )
Free cash flow(1) $ 16,738     $ (9,602 )   $ 27,225     $ (17,934 )

________________
(1) Free cash flow included reductions related to employee stock purchase plan activity of $2.3 million and $3.7 million in the three months ended September 30, 2020 and 2019, respectively, and $2.7 million, and $4.7 million in the nine months ended September 30, 2020 and 2019, respectively. The three and nine months ended September 30, 2020 included $5.6 million and $14.2 million, respectively, in proceeds from lease incentives as well as $6.8 million and $16.6 million, respectively, in capital expenditures for our new headquarters. The three and nine months ended September 30, 2019 included $2.4 million in capital expenditures for our new headquarters. The nine months ended September 30, 2020 also included $0.7 million of acquisition-related payments for Indegy.

Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin Three Months Ended September 30,   Nine Months Ended September 30,
(dollars in thousands) 2020   2019   2020   2019
Loss from operations $ (3,465 )     $ (18,327 )     $ (35,702 )     $ (63,246 )  
Stock-based compensation 15,300       10,499       44,001       31,191    
Acquisition-related expenses             339          
Amortization of acquired intangible assets 579       125       1,736       427    
Non-GAAP income (loss) from operations $ 12,414       $ (7,703 )     $ 10,374       $ (31,628 )  
Operating margin (3 ) %   (20 ) %   (11 ) %   (25 ) %
Non-GAAP operating margin 11   %   (8 ) %   3   %   (12 ) %


Non-GAAP Net Income (Loss) and Non-GAAP Earnings (Loss) Per Share Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands, except per share data) 2020   2019   2020   2019
Net loss $ (5,858 )   $ (17,640 )   $ (40,795 )   $ (60,708 )
Stock-based compensation 15,300     10,499     44,001     31,191  
Tax impact of stock-based compensation(1) 497     273     1,132     (255 )
Acquisition-related expenses         339      
Amortization of acquired intangible assets(2) 579     125     1,736     427  
Non-GAAP net income (loss) $ 10,518     $ (6,743 )   $ 6,413     $ (29,345 )
               
Net loss per share, diluted $ (0.06 )   $ (0.18 )   $ (0.41 )   $ (0.64 )
Stock-based compensation 0.15     0.11     0.44     0.33  
Tax impact of stock-based compensation(1)         0.01      
Acquisition-related expenses              
Amortization of acquired intangible assets(2) 0.01         0.02      
Adjustment to diluted earnings per share(3) (0.01 )            
Non-GAAP earnings (loss) per share, diluted $ 0.09     $ (0.07 )   $ 0.06     $ (0.31 )
               
Weighted-average shares used to compute GAAP net loss per share, diluted 101,736     96,709     100,272     95,433  
               
Weighted-average shares used to compute non-GAAP earnings (loss) per share, diluted(4) 111,224     96,709     109,046     95,433  

________________
(1) The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.
(2) The tax impact of amortization of acquired intangible assets is not material.
(3) Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.
(4) In periods in which there is a non-GAAP net loss, basic and diluted weighted average shares outstanding are the same, as potentially dilutive shares would be antidilutive.

Non-GAAP Gross Profit and Non-GAAP Gross Margin Three Months Ended September 30,   Nine Months Ended September 30,
(dollars in thousands) 2020   2019   2020   2019
Gross profit $ 92,888     $ 76,607     $ 264,902     $ 215,148  
Stock-based compensation 826     694     2,403     2,088  
Amortization of acquired intangible assets 579     125     1,736     427  
Non-GAAP gross profit $ 94,293     $ 77,426     $ 269,041     $ 217,663  
Gross margin 83 %   83 %   82 %   84 %
Non-GAAP gross margin 84 %   84 %   84 %   85 %


Non-GAAP Sales and Marketing Expense Three Months Ended September 30,   Nine Months Ended September 30,
(dollars in thousands) 2020   2019   2020   2019
Sales and marketing expense $ 53,045     $ 56,699     $ 168,343     $ 165,403  
Less: Stock-based compensation 4,806     3,521     14,677     11,102  
Non-GAAP sales and marketing expense $ 48,239     $ 53,178     $ 153,666     $ 154,301  
Non-GAAP sales and marketing expense as % of revenue 43 %   58 %   48 %   60 %


Non-GAAP Research and Development Expense Three Months Ended September 30,   Nine Months Ended September 30,
(dollars in thousands) 2020   2019   2020   2019
Research and development expense $ 25,128     $ 20,763     $ 77,269     $ 64,396  
Less: Stock-based compensation 3,953     2,124     10,794     6,595  
Non-GAAP research and development expense $ 21,175     $ 18,639     $ 66,475     $ 57,801  
Non-GAAP research and development expense as % of revenue 19 %   20 %   21 %   22 %


Non-GAAP General and Administrative Expense Three Months Ended September 30,   Nine Months Ended September 30,
(dollars in thousands) 2020   2019   2020   2019
General and administrative expense $ 18,180     $ 17,472     $ 54,992     $ 48,595  
Less: Stock-based compensation 5,715     4,160     16,127     11,406  
Less: Acquisition-related expenses         339      
Non-GAAP general and administrative expense $ 12,465     $ 13,312     $ 38,526     $ 37,189  
Non-GAAP general and administrative expense as % of revenue 11 %   14 %   12 %   14 %


Forecasted Non-GAAP Income from Operations Three Months Ending December 31, 2020   Year Ending December 31, 2020
(in millions) Low   High   Low   High
Forecasted loss from operations $ (8.0 )   $ (7.0 )   $ (43.3 )   $ (42.3 )
Forecasted stock-based compensation 15.4     15.4     59.4     59.4  
Forecasted amortization of acquired intangible assets 0.6     0.6     2.3     2.3  
Forecasted non-GAAP income from operations $ 8.0     $ 9.0     $ 18.4     $ 19.4  


Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share Three Months Ending December 31, 2020   Year Ending December 31, 2020
(in millions, except per share data) Low   High   Low   High
Forecasted net loss $ (10.7 )   $ (9.7 )   $ (51.1 )   $ (50.1 )
Forecasted stock-based compensation 15.4     15.4     59.4     59.4  
Tax impact of stock-based compensation 0.7     0.7     1.8     1.8  
Forecasted amortization of acquired intangible assets 0.6     0.6     2.3     2.3  
Forecasted non-GAAP net income $ 6.0     $ 7.0     $ 12.4     $ 13.4  
               
Forecasted net loss per share, diluted $ (0.10 )   $ (0.09 )   $ (0.51 )   $ (0.50 )
Forecasted stock-based compensation 0.14     0.14     0.59     0.59  
Tax impact of stock-based compensation 0.01     0.01     0.02     0.02  
Forecasted amortization of acquired intangible assets 0.01     0.01     0.02     0.02  
Adjustment to diluted earnings per share(1) (0.01 )   (0.01 )   (0.01 )   (0.01 )
Forecasted non-GAAP earnings per share, diluted $ 0.05     $ 0.06     $ 0.11     $ 0.12  
               
Forecasted weighted-average shares used to compute net loss per share, diluted 103.3     103.3     101.0     101.0  
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted 113.0     113.0     110.6     110.6  

________________
(1) Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

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