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Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: VERITAS Software Corporation
Subject Company: VERITAS Software Corporation
Commission File No. of Subject Company: 000-26247
SECURITIES AND EXCHANGE COMMISSION
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): May 3, 2005
VERITAS Software Corporation
| Delaware | 000-26247 | 77-0507675 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 350 Ellis Street, Mountain View, California | 94043 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (650) 527-8000
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):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| Exhibit Index | ||||||||
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Item 2.02. Results of Operations and Financial Condition
On May 3, 2005, VERITAS Software Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2005. A copy of the press release, dated as of May 3, 2005, entitled “VERITAS Software Reports First Quarter Results,” is furnished as Exhibit 99.01 to this Current Report and is incorporated herein by reference.
Non-GAAP Financial Statements
The Company intends to use certain non-GAAP financial measures in connection with the announcement of its financial results for the quarter ended March 31, 2005 that are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Investors are encouraged to review the non-GAAP reconciliation table attached as Exhibit 99.02 to this Current Report and incorporated herein by reference, which describes the reasons why management believes the presentation of these non-GAAP financial measures provides useful information to investors and any additional purposes for which management uses these non-GAAP financial measures. The table also includes a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
The information in this Current Report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit | ||
| Number | Exhibit Title or Description | |
99.01
|
Press release entitled “VERITAS Software Reports First Quarter Results,” dated May 3, 2005, announcing financial results of VERITAS Software Corporation for the quarter ended March 31, 2005. | |
99.02
|
Reconciliation of Condensed Consolidated Statements of Operations to Non-GAAP Statements of Operations for the quarters ended March 31, 2005 and March 31, 2004. |
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SIGNATURE
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.
| VERITAS Software Corporation | ||
| /s/ Edwin J. Gillis | ||
Date: May 3, 2005
|
Edwin J. Gillis Executive Vice President and Chief Financial Officer |
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Exhibit Index
| Exhibit | ||
| Number | Exhibit Title or Description | |
99.01
|
Press release entitled “VERITAS Software Reports First Quarter Results,” dated May 3, 2005, announcing financial results of VERITAS Software Corporation for the quarter ended March 31, 2005. | |
99.02
|
Reconciliation of Condensed Consolidated Statements of Operations to Non-GAAP Statements of Operations for the quarters ended March 31, 2005 and March 31, 2004. |
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Exhibit 99.01
|
NEWS |
VERITAS Software Corporation
350 Ellis Street
Mountain View, CA 94043
(650) 527-8000
For Immediate Release
VERITAS Software Reports First Quarter Results
Revenue of $559 Million, 15% Growth Year-Over-Year
MOUNTAIN VIEW, Calif. – May 3, 2005 — VERITAS Software Corporation (NASDAQ: VRTS) today announced financial results for the quarter ended March 31, 2005. Revenue was $559 million, compared to revenue of $486 million for the same period a year ago, representing 15 percent growth year over year.
GAAP net income for the quarter ended March 31, 2005 was $105 million, or $0.24 per diluted share, compared to GAAP net income of $100 million, or $0.22 per diluted share, for the same period a year ago. Included in GAAP net income were non-cash charges of $8.5 million, net of taxes, for the quarter ended March 31, 2005 related to amortization of intangibles, stock-based compensation and gains on strategic investments. Net income for the quarter ended March 31, 2005 also included approximately $12 million of expenses related to our pending merger with Symantec Corporation. For the quarter ended March 31, 2004, GAAP net income included $2.2 million, net of taxes, related to amortization of intangibles, in-process research and development, stock-based compensation and gains on strategic investments.
“Our results this quarter demonstrate the overall strength of our business, a continuation of the momentum we built exiting the fourth quarter and our customers’ confidence with our strategic direction,” said Gary Bloom, chairman, president and CEO, VERITAS Software. “License revenue was up seven percent and service revenue was up 29 percent year-over-year, driven by strength in our EMEA and Asia Pacific/Japan regions, which were up 48 percent and 28 percent, respectively.”
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VERITAS Software Reports First Quarter Results
“During the quarter, we generated a record $257 million in cash from operating activities and we exited the quarter with $2.4 billion in cash and short-term investments, after retiring $381 million of debt during the quarter,” said Ed Gillis, executive vice president and chief financial officer, VERITAS Software.
“With the combination of our strong performance in Q1, the normal seasonality of the second quarter and the ongoing activities related to the pending merger with Symantec, we are being cautious with our outlook for the June quarter,” said Bloom. “As a result, our revenue expectations for the quarter ending June 30, 2005 are in the range of $500 to $540 million, and diluted earnings per share are in the range of $0.15 to $0.20 on a GAAP basis. In addition for calendar year 2005 we continue to expect an annual revenue growth rate of approximately 11% to 12%.”
The expectations for GAAP diluted earnings per share for the June quarter include the impact of certain expenses related to the company’s planned merger with Symantec, which are estimated to be approximately $15 million.
The company will hold a conference call today at 2:00 p.m. Pacific Time, 5:00 p.m. Eastern Time, to review the results and business outlook. The conference call will be available to all investors. The telephone dial-in number for listen-only access to the live call is (719) 457-2692, passcode: 4554106. A live webcast will also be available at www.veritas.com, Investor section. In addition, a replay will be available via audio webcast at www.veritas.com, Investor section, or via telephone at (719) 457-0820, replay code: 4554106 beginning on Tuesday, May 3rd at 4:00 p.m. Pacific Time until July 2005.
About VERITAS Software
VERITAS Software, one of the 10 largest software companies in the world, is a leading provider of
software and services to enable utility computing. In a utility computing model, IT resources are
aligned with business needs, and business applications are delivered with optimal performance and
availability on top of shared computing infrastructure, minimizing hardware and labor costs. With
2004 revenue of $2.04 billion, VERITAS delivers products and services for data protection, storage
& server management, high availability and application performance management that are used by 99
percent of the Fortune 500. More information about VERITAS Software can be found at
www.veritas.com.
Safe Harbor Statement
This press release may include estimates and forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934, including statements relating
to projections of future revenue and earnings per share. These forward-looking statements involve a
number of risks and uncertainties, including the risk that we will not gain market acceptance of
our products and services; the risk that we will be unable to maintain the quality of our end-user
customer and partnering relationships; the risk that our customers will reduce or defer purchases
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VERITAS Software Reports First Quarter Results
of our products and services due to economic or industry conditions, the impact of regulatory requirements or our pending merger with Symantec; the risk that we will not manage our business effectively; and the risk that our business may be negatively affected as a result of our pending merger with Symantec, that could cause the actual results we achieve to differ materially from such forward-looking statements. For more information regarding potential risks, see the “Factors That May Affect Future Results” section of our most recent report on Form 10-K for the year ended December 31, 2004 on file with the SEC. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.
Additional Information and Where to Find It
Symantec Corporation has filed a registration statement on Form S-4 containing a preliminary joint proxy statement/prospectus in connection with the proposed merger transaction involving Symantec and VERITAS. Investors and security holders are urged to read this filing (as well as the definitive joint proxy statement/prospectus when it becomes available) because it contains important information about the proposed merger. Investors and security holders may obtain free copies of this filing and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of documents filed with the SEC by Symantec by contacting Symantec Investor Relations at 408-517-8239. Investors and security holders may obtain free copies of the documents filed with the SEC by VERITAS by contacting VERITAS Investor Relations at 650-527-4523.
Symantec, VERITAS and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Symantec and VERITAS in connection with the proposed merger transaction. Information regarding the special interests of these directors and executive officers in the proposed merger transaction is included in the joint proxy statement/prospectus of Symantec and VERITAS described above. Additional information regarding the directors and executive officers of Symantec is also included in Symantec’s proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on July 30, 2004. Additional information regarding the directors and executive officers of VERITAS is also included in VERITAS’ annual report on Form 10-K for the year ended December 31, 2004. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Symantec and VERITAS as described above.
Copyright © 2004 VERITAS Software Corporation. All rights reserved. VERITAS, the VERITAS Logo and all other VERITAS product names and slogans are trademarks or registered trademarks of VERITAS Software Corporation. VERITAS and the VERITAS Logo Reg. U.S. Pat. & Tm. Off. Other product names and/or slogans mentioned herein may be trademarks or registered trademarks of their respective companies.
# # #
Press Contact:
Andrew McCarthy, VERITAS Software
(650) 527-3183, andrew.mccarthy@veritas.com
Investor Contact:
Tim Harvey, VERITAS Software
(650) 527-4523, tim.harvey@veritas.com.
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VERITAS SOFTWARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
| (Unaudited) | ||||||||
Net revenue: |
||||||||
User license fees |
$ | 323,242 | $ | 302,409 | ||||
Services |
236,016 | 183,338 | ||||||
Total net revenue |
559,258 | 485,747 | ||||||
Cost of revenue: |
||||||||
User license fees |
8,612 | 9,519 | ||||||
Services (1) |
79,045 | 65,843 | ||||||
Amortization of developed technology |
7,424 | 3,824 | ||||||
Total cost of revenue |
95,081 | 79,186 | ||||||
Gross profit |
464,177 | 406,561 | ||||||
Operating expenses: |
||||||||
Selling and marketing (1) |
165,652 | 143,038 | ||||||
Research and development (1) |
97,510 | 79,924 | ||||||
General and administrative (1) |
57,907 | 47,749 | ||||||
Amortization of other intangibles |
2,430 | 2,394 | ||||||
In-process research and development |
— | 400 | ||||||
Total operating expenses |
323,499 | 273,505 | ||||||
Income from operations |
140,678 | 133,056 | ||||||
Interest and other income, net |
15,532 | 11,326 | ||||||
Interest expense |
(5,198 | ) | (5,702 | ) | ||||
Gain on strategic investments |
732 | 7,496 | ||||||
Income before income taxes |
151,744 | 146,176 | ||||||
Provision for income taxes |
47,042 | 46,128 | ||||||
Net income |
$ | 104,702 | $ | 100,048 | ||||
Net income per share: |
||||||||
Basic |
$ | 0.25 | $ | 0.23 | ||||
Diluted |
$ | 0.24 | $ | 0.22 | ||||
Number of shares used in computing per share amounts – basic |
425,809 | 430,714 | ||||||
Number of shares used in computing per share amounts – diluted |
433,119 | 444,921 | ||||||
(1) Amortization of stock-based compensation consists of: |
||||||||
Services |
$ | 401 | $ | 237 | ||||
Selling and marketing |
1,396 | 2,881 | ||||||
Research and development |
1,331 | 1,222 | ||||||
General and administrative |
60 | 744 | ||||||
Total amortization of stock-based compensation |
$ | 3,188 | $ | 5,084 | ||||
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VERITAS SOFTWARE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| March 31, | December 31, | |||||||
| 2005 | 2004 | |||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 633,721 | $ | 700,108 | ||||
Short-term investments |
1,788,000 | 1,853,092 | ||||||
Accounts receivable, net |
259,794 | 393,897 | ||||||
Other current assets |
97,189 | 103,917 | ||||||
Deferred income taxes |
44,151 | 44,311 | ||||||
Total current assets |
2,822,855 | 3,095,325 | ||||||
Property and equipment, net |
575,258 | 585,243 | ||||||
Other intangibles, net |
139,640 | 153,373 | ||||||
Goodwill, net |
1,949,639 | 1,953,432 | ||||||
Other non-current assets |
22,619 | 24,375 | ||||||
Deferred income taxes |
76,791 | 76,811 | ||||||
| $ | 5,586,802 | $ | 5,888,559 | |||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 27,270 | $ | 38,440 | ||||
Accrued compensation and benefits |
114,836 | 152,443 | ||||||
Accrued acquisition and restructuring costs |
16,704 | 18,203 | ||||||
Other accrued liabilities |
81,121 | 102,118 | ||||||
Current portion of long-term debt |
— | 380,630 | ||||||
Income taxes payable |
164,306 | 126,873 | ||||||
Deferred revenue |
547,063 | 547,853 | ||||||
Total current liabilities |
951,300 | 1,366,560 | ||||||
Convertible subordinated notes |
520,000 | 520,000 | ||||||
Accrued acquisition and restructuring costs |
44,387 | 47,877 | ||||||
Other long-term liabilities |
27,269 | 30,431 | ||||||
Total liabilities |
1,542,956 | 1,964,868 | ||||||
Stockholders’ equity |
4,043,846 | 3,923,691 | ||||||
| $ | 5,586,802 | $ | 5,888,559 | |||||
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VERITAS SOFTWARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
| (Unaudited) | ||||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 104,702 | $ | 100,048 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
30,075 | 30,075 | ||||||
Amortization of developed technology |
7,424 | 3,824 | ||||||
Amortization of other intangibles |
2,430 | 2,394 | ||||||
In-process research and development |
— | 400 | ||||||
Provision for (recovery of) allowance for doubtful accounts |
(454 | ) | 518 | |||||
Stock-based compensation |
3,188 | 5,084 | ||||||
Tax benefits from stock plans |
5,263 | 6,816 | ||||||
Gain on strategic investments |
(732 | ) | (7,496 | ) | ||||
Loss on sale and disposal of assets |
— | 1,083 | ||||||
Deferred income taxes |
12 | (8,320 | ) | |||||
Changes in operating assets and liabilities, net of effects of business acquisitions: |
||||||||
Accounts receivable |
128,332 | 93,328 | ||||||
Other assets |
7,857 | (8,236 | ) | |||||
Accounts payable |
(10,955 | ) | (9,252 | ) | ||||
Accrued compensation and benefits |
(36,169 | ) | (36,641 | ) | ||||
Accrued acquisition and restructuring costs |
(4,461 | ) | (7,479 | ) | ||||
Other liabilities |
(23,447 | ) | (14,696 | ) | ||||
Income taxes payable |
37,546 | 39,959 | ||||||
Deferred revenue |
6,249 | 25,652 | ||||||
Net cash provided by operating activities |
256,860 | 217,061 | ||||||
Cash flows from investing activities: |
||||||||
Purchases of investments |
(360,110 | ) | (962,140 | ) | ||||
Sales and maturities of investments |
414,214 | 598,515 | ||||||
Purchases of property and equipment |
(19,054 | ) | (28,081 | ) | ||||
Purchases of businesses and technology, net of cash acquired |
(528 | ) | (60,449 | ) | ||||
Net cash provided by (used for) investing activities |
34,522 | (452,155 | ) | |||||
Cash flows from financing activities: |
||||||||
Repayment of long-term debt |
(380,630 | ) | — | |||||
Proceeds from issuance of common stock |
39,485 | 43,353 | ||||||
Net cash (used for) provided by financing activities |
(341,145 | ) | 43,353 | |||||
Effect of exchange rate changes on cash and cash equivalents |
(16,624 | ) | (3,036 | ) | ||||
Net decrease in cash and cash equivalents |
(66,387 | ) | (194,777 | ) | ||||
Cash and cash equivalents at beginning of period |
700,108 | 823,171 | ||||||
Cash and cash equivalents at end of period |
$ | 633,721 | $ | 628,394 | ||||
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Exhibit 99.02
VERITAS SOFTWARE CORPORATION
RECONCILIATION OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
TO THE NON-GAAP STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
| Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||||
| March 31, 2005 | March 31, 2004 | |||||||||||||||||||||||||||||||
| Under GAAP | Adjustments | Non-GAAP | Under GAAP | Adjustments | Non-GAAP | |||||||||||||||||||||||||||
Net revenue: |
||||||||||||||||||||||||||||||||
User license fees |
$ | 323,242 | $ | 323,242 | $ | 302,409 | $ | 302,409 | ||||||||||||||||||||||||
Services |
236,016 | 236,016 | 183,338 | 183,338 | ||||||||||||||||||||||||||||
Total net revenue |
559,258 | 559,258 | 485,747 | 485,747 | ||||||||||||||||||||||||||||
Cost of revenue: |
||||||||||||||||||||||||||||||||
User license fees |
8,612 | 8,612 | 9,519 | 9,519 | ||||||||||||||||||||||||||||
Services (1) |
79,045 | (401 | ) | A | 78,644 | 65,843 | (237 | ) | A | 65,606 | ||||||||||||||||||||||
Amortization of developed technology (1) |
7,424 | (7,424 | ) | B | — | 3,824 | (3,824 | ) | B | — | ||||||||||||||||||||||
Total cost of revenue (2) |
95,081 | (7,825 | ) | 87,256 | 79,186 | (4,061 | ) | 75,125 | ||||||||||||||||||||||||
Gross profit (2) |
464,177 | 7,825 | 472,002 | 406,561 | 4,061 | 410,622 | ||||||||||||||||||||||||||
Gross profit % (2) |
83.0 | % | 1.4 | % | 84.4 | % | 83.7 | % | 0.8 | % | 84.5 | % | ||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Selling and marketing (1) |
165,652 | (1,396 | ) | A | 164,256 | 143,038 | (2,881 | ) | A | 140,157 | ||||||||||||||||||||||
Research and development (1) |
97,510 | (1,331 | ) | A | 96,179 | 79,924 | (1,222 | ) | A | 78,702 | ||||||||||||||||||||||
General and administrative (1) |
57,907 | (60 | ) | A | 57,847 | 47,749 | (744 | ) | A | 47,005 | ||||||||||||||||||||||
Amortization of other intangibles (1) |
2,430 | (2,430 | ) | B | — | 2,394 | (2,394 | ) | B | — | ||||||||||||||||||||||
In-process research and development (1) |
— | — | 400 | (400 | ) | B | — | |||||||||||||||||||||||||
Total operating expenses (2) |
323,499 | (5,217 | ) | 318,282 | 273,505 | (7,641 | ) | 265,864 | ||||||||||||||||||||||||
Income from operations (2) |
140,678 | 13,042 | 153,720 | 133,056 | 11,702 | 144,758 | ||||||||||||||||||||||||||
Operating margin % (2) |
25.2 | % | 2.3 | % | 27.5 | % | 27.4 | % | 2.4 | % | 29.8 | % | ||||||||||||||||||||
Interest and other income, net |
15,532 | 15,532 | 11,326 | 11,326 | ||||||||||||||||||||||||||||
Interest expense |
(5,198 | ) | (5,198 | ) | (5,702 | ) | (5,702 | ) | ||||||||||||||||||||||||
Gain on strategic investments (1) |
732 | (732 | ) | C | — | 7,496 | (7,496 | ) | C | — | ||||||||||||||||||||||
Income before income taxes (2) |
151,744 | 12,310 | 164,054 | 146,176 | 4,206 | 150,382 | ||||||||||||||||||||||||||
Provision for income taxes (1) |
47,042 | 3,815 | D | 50,857 | 46,128 | 1,994 | D | 48,122 | ||||||||||||||||||||||||
Net income (2) |
$ | 104,702 | $ | 8,495 | $ | 113,197 | $ | 100,048 | $ | 2,212 | $ | 102,260 | ||||||||||||||||||||
Net income per share: |
||||||||||||||||||||||||||||||||
Basic (2) |
$ | 0.25 | $ | 0.02 | $ | 0.27 | $ | 0.23 | $ | 0.01 | $ | 0.24 | ||||||||||||||||||||
Diluted (2) |
$ | 0.24 | $ | 0.02 | $ | 0.26 | $ | 0.22 | $ | 0.01 | $ | 0.23 | ||||||||||||||||||||
Number of shares used in computing per share amounts – basic |
425,809 | 425,809 | 430,714 | 430,714 | ||||||||||||||||||||||||||||
Number of shares used in computing per share amounts – diluted |
433,119 | 433,119 | 444,921 | 444,921 | ||||||||||||||||||||||||||||
The non-GAAP financial measures provided herein exclude the impact of non-cash charges related to acquisitions, such as the amortization of developed technology, amortization of intangibles, in-process research and development and stock-based compensation expense and the impact of other special items, such as other stock-based compensation expense, gain on strategic investments and related adjustments to provision for income taxes, on our operating results. These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
Footnotes:
| A | To exclude stock-based compensation expense. | |||
| B | To exclude non-cash charges of amortization of intangibles and in-process research and development related to acquisitions. | |||
| C | To exclude gain on strategic investments. | |||
| D | To adjust the provision for income taxes to reflect the effect of non-GAAP adjustments on net income. | |||
| 1 | The Company includes these non-GAAP financial measures because it believes they are useful measures to investors in allowing for greater transparency to certain line items in the Company’s financial statements. The Company has historically reported similar non-GAAP financial measures to its investors and believes that the inclusion of comparative numbers provides consistency in its financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided herein. | |||
| 2 | The Company’s management refers to these non-GAAP financial measures, such as non-GAAP operating margins and net income, in making operating decisions because they provide meaningful supplemental information regarding the Company’s operational performance and its ability to invest in research and development and fund acquisitions and capital expenditures. In addition, these non-GAAP financial measures facilitate management’s internal comparisons to the Company’s historical operating results and comparisons to competitors’ operating results. Investors are encouraged to review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided herein. | |||