UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
LOGMEIN, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 21, 2019, there were
LOGMEIN, INC.
INDEX
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PAGE |
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PART I. FINANCIAL INFORMATION |
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ITEM 1: Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets as of December 31, 2018 and September 30, 2019 |
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3 |
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4 |
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5 |
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6 |
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8 |
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9 |
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ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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28 |
ITEM 3: Quantitative and Qualitative Disclosures about Market Risk |
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42 |
ITEM 4: Controls and Procedures |
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43 |
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PART II. OTHER INFORMATION |
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ITEM 1: Legal Proceedings |
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44 |
ITEM 1A: Risk Factors |
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44 |
ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds |
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58 |
ITEM 6: Exhibits |
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59 |
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60 |
2
LogMeIn, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
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December 31, 2018 |
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September 30, 2019 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable (net of allowances of $ December 31, 2018 and September 30, 2019, respectively) |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease assets (Note 9) |
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— |
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Restricted cash, net of current portion |
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Intangibles, net |
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Goodwill |
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Other assets |
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Deferred tax assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Current operating lease liabilities (Note 9) |
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— |
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Accrued liabilities |
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Deferred revenue, current portion |
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Total current liabilities |
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Long-term debt |
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Deferred revenue, net of current portion |
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Deferred tax liabilities |
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Non-current operating lease liabilities (Note 9) |
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— |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 13) |
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Preferred stock, $ outstanding as of December 31, 2018 and September 30, 2019 |
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Equity: |
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Common stock, $ December 31, 2018 and September 30, 2019, respectively |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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Treasury stock, at cost - and September 30, 2019, respectively |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
3
LogMeIn, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2018 |
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2019 |
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2018 |
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2019 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Operating expenses |
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Research and development |
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Sales and marketing |
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General and administrative |
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Restructuring charge |
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— |
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— |
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Gain on disposition of assets |
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— |
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— |
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( |
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— |
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Amortization of acquired intangibles |
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Total operating expenses |
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Income (loss) from operations |
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Interest income |
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Interest expense |
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( |
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( |
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Other income (expense), net |
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( |
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( |
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Income (loss) before income taxes |
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(Provision for) benefit from income taxes |
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( |
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( |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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Cash dividends declared and paid per share |
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$ |
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$ |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
4
LogMeIn, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2018 |
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2019 |
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2018 |
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2019 |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
( |
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Other comprehensive gain (loss): |
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Net translation gains (losses) |
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( |
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( |
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( |
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( |
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Comprehensive income (loss) |
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$ |
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$ |
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$ |
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$ |
( |
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See notes to condensed consolidated financial statements.
5
LogMeIn, Inc.
Condensed Consolidated Statements of Equity
(In thousands)
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Three Months Ended September 30, 2018 |
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Common Stock |
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Accumulated |
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Number of Shares |
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Amount |
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Additional Paid-In Capital |
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Retained Earnings |
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Other Comprehensive Income (Loss) |
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Treasury Stock |
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Total Equity |
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Balance at July 1, 2018 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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— |
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Net issuance of common stock upon vesting of restricted stock units |
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( |
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— |
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— |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Treasury stock |
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( |
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— |
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— |
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— |
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— |
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( |
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( |
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Dividends on common stock |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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Cumulative translation adjustments |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Balance at September 30, 2018 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Nine Months Ended September 30, 2018 |
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Common Stock |
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Accumulated |
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Number of Shares |
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Amount |
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Additional Paid-In Capital |
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Retained Earnings |
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Other Comprehensive Income (Loss) |
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Treasury Stock |
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Total Equity |
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Balance at January 1, 2018 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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— |
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Net issuance of common stock upon vesting of restricted stock units |
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( |
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— |
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— |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Treasury stock |
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( |
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— |
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— |
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— |
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— |
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( |
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( |
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Dividends on common stock |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Adoption of ASC 606 |
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— |
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— |
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— |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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Cumulative translation adjustments |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Balance at September 30, 2018 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Three Months Ended September 30, 2019 |
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Common Stock |
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Accumulated |
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Number of Shares |
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Amount |
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Additional Paid-In Capital |
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Retained Earnings |
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Other Comprehensive Income (Loss) |
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Treasury Stock |
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Total Equity |
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Balance at July 1, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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— |
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— |
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Net issuance of common stock upon vesting of restricted stock units |
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( |
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— |
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— |
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— |
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( |
) |
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Treasury stock |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Dividends on common stock |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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Cumulative translation adjustments |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balance at September 30, 2019 |
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$ |
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$ |
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$ |