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0001506293false00015062932022-10-272022-10-27


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): October 27, 2022
_________________________
Pinterest, Inc.
(Exact Name of Registrant as Specified in its Charter) 
_________________________
Delaware 001-38872 26-3607129
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)

505 Brannan Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)

(415) 762-7100
(Registrant’s telephone number, including area code)
 
Not Applicable
(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(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, $0.00001 par value  PINS New York Stock Exchange
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 1.01. Entry into a Material Definitive Agreement.
On October 25, 2022, Pinterest Inc. (the "Company") entered into an amended and restated five-year $400.0 million revolving credit facility (the “2022 revolving credit facility”), by and among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which replaced the Company's previous $500.0 million revolving credit facility entered on November 15, 2018. The 2022 revolving credit facility also contains an accordion option which, if exercised, would allow the Company to increase the aggregate commitments by up to $405.0 million provided the Company is able to secure additional lender commitments and satisfy certain other conditions. Interest on any borrowings under the 2022 revolving credit facility accrues at either an adjusted term Secured Overnight Financing Rate ("SOFR") plus 0.10% and a margin of 1.50% or at an alternative base rate plus a margin of 0.50%, at the Company's election. The Company is required to pay an annual commitment fee that accrues at 0.15% per annum on the unused portion of the aggregate commitments under the 2022 revolving credit facility.
The 2022 revolving credit facility also allows the Company to issue letters of credit up to $75.0 million, which reduce the amount the Company can borrow. The Company is required to pay a fee that accrues at 0.125% per annum on the average aggregate daily maximum amount available to be drawn under any outstanding letters of credit.
The 2022 revolving credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company's ability to incur indebtedness, grant liens, make distributions to holders of the Company's stock or the stock of the Company's subsidiaries, make investments or engage in transactions with the Company's affiliates. The 2022 revolving credit facility also contains a financial maintenance covenant: a maximum net leverage ratio of consolidated debt to consolidated EBITDA no greater than 3.50 to 1.00, subject to an increase up to 4.00 to 1.00 for a certain period following an acquisition. The obligations under the 2022 revolving credit facility are secured by liens on substantially all of our domestic assets, including certain domestic intellectual property assets. The Company is in compliance with all covenants, and there are no amounts outstanding under this facility as of October 27, 2022.
The description of the 2022 revolving credit facility provided above does not purport to be complete and is qualified in its entirety by reference to the full text of the revolving credit agreement, which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
Item 2.02. Results of Operations and Financial Condition.
On October 27, 2022, the Company announced its financial results for the quarter ended September 30, 2022 by issuing a press release. In its press release, the Company also announced that it would be holding a conference call on October 27, 2022 to discuss its financial results for the quarter ended September 30, 2022 and outlook. The text of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company makes reference to non-GAAP financial information in the Company’s press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
This information included in this Item 2.02 of this Current Report on Form 8-K and the exhibit hereto is being furnished and shall not be deemed “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, nor shall it been deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits




Exhibit Number Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).




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.
PINTEREST, INC.
Date: October 27, 2022 By: /s/ Todd Morgenfeld
Todd Morgenfeld
Chief Financial Officer and Head of Business Operations
(Principal Financial Officer)


EX-99.1 2 q3-22xpressrelease.htm EX-99.1 Document

Exhibit 99.1
Pinterest Announces Third Quarter 2022 Results
SAN FRANCISCO, Calif. - October 27, 2022 - Pinterest, Inc. (NYSE: PINS) today announced financial results for the quarter ended September 30, 2022.
•Q3 revenue grew 8% year over year to $685 million.
•Global Monthly Active Users (MAUs) were flat year over year at 445 million.
•GAAP net loss was $65 million for Q3. Adjusted EBITDA was $77 million for Q3.
“I’m proud of the solid results our team delivered in Q3, growing revenue 8% year over year, 10% on a constant currency basis, and returning to user growth,” said Bill Ready, CEO, Pinterest. “Despite the challenging macro environment, we are delivering performance and a distinct value proposition to advertisers, reaching users across the full funnel. Through clear focus on increasing engagement that delights our users, we are deepening our monetization per user, and building personalized and relevant experiences that go from inspiration and intent to action.”
Q3 2022 Financial Highlights
The following table summarizes our consolidated financial results (in thousands, except percentages, unaudited):
Three Months Ended September 30, % Change
2022 2021
Revenue $ 684,550  $ 632,932  %
Net income (loss) $ (65,181) $ 93,996  NM
Non-GAAP net income* $ 76,523  $ 190,549  (60) %
Adjusted EBITDA* $ 77,312  $ 201,473  (62) %
Adjusted EBITDA margin* 11  % 32  %
NM - not meaningful
* For more information on these non-GAAP financial measures, please see "―About non-GAAP financial measures" and the tables under "―Reconciliation of GAAP to non-GAAP financial results" included at the end of this release.
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Q3 2022 Other Highlights
The following table sets forth our revenue, MAUs and ARPU based on the geographic location of our users (in millions, except ARPU and percentages, unaudited):
Three Months Ended September 30, % Change
2022 2021
Revenue - Global $ 685  $ 633  %
Revenue - U.S. and Canada $ 575  $ 526  %
Revenue - Europe $ 86  $ 89  (4) %
Revenue - Rest of World $ 24  $ 17  36  %
MAUs - Global 445  444  —  %
MAUs - U.S. and Canada 95  98  (2) %
MAUs - Europe 120  119  %
MAUs - Rest of World 230  228  %
ARPU - Global $ 1.56  $ 1.41  11  %
ARPU - U.S. and Canada $ 6.13  $ 5.32  15  %
ARPU - Europe $ 0.72  $ 0.74  (3) %
ARPU - Rest of World $ 0.11  $ 0.08  38  %

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Guidance
Our current expectation is that Q4 2022 revenue will grow mid-single digits on a year-over-year percentage basis, which takes into account slightly greater foreign exchange headwinds than in Q3 2022. We expect our Q4 2022 non-GAAP operating expenses to grow low double digits percent quarter-over-quarter*. For the full year, we expect non-GAAP operating expenses to grow around 35% year over year*.
_____________
* We have not provided the forward-looking GAAP equivalents for certain forward-looking non-GAAP operating expenses or a GAAP reconciliation as a result of the uncertainty regarding, and the potential variability of, reconciling items such as share-based compensation expense, which is impacted by, among other things, employee retention and decisions around future equity grants to employees. Accordingly, a reconciliation of these non-GAAP guidance metrics to their corresponding GAAP equivalents is not available without unreasonable effort. However, it is important to note that material changes to reconciling items could have a significant effect on future GAAP results and, as such, we also believe that any reconciliations provided would imply a degree of precision that could be confusing or misleading to investors.


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Webcast and conference call information
A live audio webcast of our third quarter 2022 earnings release call will be available at investor.pinterestinc.com. The call begins today at 1:30 PM (PT) / 4:30 PM (ET). This press release, including the reconciliations of certain non-GAAP measures to their nearest comparable GAAP measures and slide presentation are also available. We will not be publishing a letter to shareholders this quarter. A recording of the webcast will be available at investor.pinterestinc.com for 90 days.
We have used, and intend to continue to use, our investor relations website at investor.pinterestinc.com as a means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.
Forward-looking statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties, including, among other things, statements about our future operational and financial performance. Words such as "believe," "project," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plan" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: general economic and political uncertainty in global markets and a worsening of global economic conditions or low levels of economic growth, including inflation, foreign exchange fluctuations and supply-chain issues as well as events such as Russia's invasion of Ukraine; our ability to provide useful and relevant content; our ability to attract and retain creators that create relevant and engaging content on our platform; risks associated with new products and changes to existing products as well as other new business initiatives; our ability to maintain and enhance our brand and reputation; compromises in security; our financial performance and fluctuations in operating results; our dependency on online application stores' and internet search engines’ methodologies and policies; discontinuation, disruptions or outages in authentication by third-party login providers; changes by third-party login providers that restrict our access or ability to identify users; competition; our ability to scale our business and revenue model; our reliance on advertising revenue and our ability to attract and retain advertisers and effectively measure advertising campaigns; our ability to effectively manage growth and expand and monetize our platform internationally; our lack of operating history and ability to sustain profitability; decisions that reduce short-term revenue or profitability or do not produce expected long-term benefits; the impact of the COVID-19 pandemic, including its impact on our business as well as on global and regional economies and economic activity; risks associated with government actions, laws and regulations that could restrict access to our products or impair our business; litigation and government inquiries; privacy, data and other regulatory concerns; real or perceived inaccuracies in metrics related to our business; disruption, degradation or interference with our hosting services and infrastructure; our ability to attract and retain personnel; and the dual class structure of our common stock and its effect of concentrating voting control with stockholders who held our capital stock prior to the completion of our initial public offering. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, which is available on our investor relations website at investor.pinterestinc.com and on the SEC website at www.sec.gov. All information provided in this release and in the earnings materials is as of October 27, 2022. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.
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About non-GAAP financial measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States ("GAAP"), we use the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP costs and expenses (including non-GAAP cost of revenue, research and development, sales and marketing, and general and administrative), non-GAAP income from operations, non-GAAP net income, non-GAAP net income per share and constant currency revenue growth rates. The presentation of these financial measures is not intended to be considered in isolation, as a substitute for or superior to the financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In addition, these measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparative purposes. We compensate for these limitations by providing specific information regarding GAAP amounts excluded from these non-GAAP financial measures.
We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, interest income, interest expense and other income (expense), net, provision for (benefit from) income taxes and non-cash charitable contributions. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue. Non-GAAP costs and expenses (including non-GAAP cost of revenue, research and development, sales and marketing, and general and administrative) and non-GAAP net income exclude amortization of acquired intangible assets, share-based compensation expense and non-cash charitable contributions. Non-GAAP income from operations is calculated by subtracting non-GAAP costs and expenses from revenue. Non-GAAP net income per share is calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding. We use Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP costs and expenses, non-GAAP income from operations, non-GAAP net income and non-GAAP net income per share to evaluate our operating results and for financial and operational decision-making purposes. We believe these non-GAAP financial measures help identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses they exclude. We also believe Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP costs and expenses, non-GAAP income from operations, non-GAAP net income and non-GAAP net income per share provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to key metrics we use for financial and operational decision-making. We present Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP costs and expenses, non-GAAP income from operations, non-GAAP net income and non-GAAP net income per share to assist potential investors in seeing our operating results through the eyes of management and because we believe these measures provide an additional tool for investors to use in comparing our operating results over multiple periods with other companies in our industry. There are a number of limitations related to the use of Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP costs and expenses, non-GAAP income from operations, non-GAAP net income and non-GAAP net income per share rather than net income (loss), net margin, total costs and expenses, income (loss) from operations, net income (loss) and net income (loss) per share, respectively, the nearest GAAP equivalents. For example, Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation of fixed assets and amortization of acquired intangible assets, although these assets may have to be replaced in the future, and share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense and an important part of our compensation strategy.
For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the tables under "―Reconciliation of GAAP to non-GAAP financial results" included at the end of this release.
5



Limitation of key metrics and other data
The numbers for our key metrics, which include our MAUs and ARPU, are calculated using internal company data based on the activity of user accounts. We define a monthly active user as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of measurement. The number of MAUs do not include Shuffles users unless they would otherwise qualify as MAUs. Unless otherwise indicated, we present MAUs based on the number of MAUs measured on the last day of the current period. We measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue in a given geography during a period divided by the average of the number of MAUs in that geography during the period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and the last day prior to the beginning of the current period. We calculate ARPU by geography based on our estimate of the geography in which revenue-generating activities occur. We use these metrics to assess the growth and health of the overall business and believe that MAUs and ARPU best reflect our ability to attract, retain, engage and monetize our users, and thereby drive revenue. While these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring usage of our products across large online and mobile populations around the world. In addition, we are continually seeking to improve our estimates of our user base, and such estimates may change due to improvements or changes in technology or our methodology.
Contact
Press:
LeMia Jenkins
press@pinterest.com
Investor relations:
Neil Doshi
ir@pinterest.com


6



PINTEREST, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
(unaudited)
September 30, December 31,
2022 2021
ASSETS
Current assets:
Cash and cash equivalents $ 1,671,320  $ 1,419,630 
Marketable securities 994,150  1,060,488 
Accounts receivable, net of allowances of $10,120 and $8,282 as of September 30, 2022 and December 31, 2021, respectively
511,054  653,355 
Prepaid expenses and other current assets 85,528  48,090 
Total current assets 3,262,052  3,181,563 
Property and equipment, net 65,922  53,401 
Operating lease right-of-use assets 207,312  227,912 
Goodwill and intangible assets, net 140,128  61,115 
Other assets 16,795  13,247 
Total assets $ 3,692,209  $ 3,537,238 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 88,601  $ 17,675 
Accrued expenses and other current liabilities 256,074  242,131 
Total current liabilities 344,675  259,806 
Operating lease liabilities 183,244  209,181 
Other liabilities 19,748  29,508 
Total liabilities 547,667  498,495 
Commitments and contingencies
Stockholders’ equity:
Class A common stock, $0.00001 par value, 6,666,667 shares authorized, 586,583 and 568,228 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively; Class B common stock, $0.00001 par value, 1,333,333 shares authorized, 90,566 and 88,644 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
Additional paid-in capital 5,292,789  5,059,528 
Accumulated other comprehensive loss (16,105) (2,181)
Accumulated deficit (2,132,149) (2,018,611)
Total stockholders’ equity 3,144,542  3,038,743 
Total liabilities and stockholders’ equity $ 3,692,209  $ 3,537,238 


7



PINTEREST, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended September 30,
2022 2021
Revenue $ 684,550  $ 632,932 
Costs and expenses:
Cost of revenue 182,603  126,783 
Research and development 254,684  185,949 
Sales and marketing 229,873  156,092 
General and administrative 86,765  65,659 
Total costs and expenses 753,925  534,483 
Income (loss) from operations (69,375) 98,449 
Interest income 9,318  765 
Interest expense and other income (expense), net (10,116) (4,765)
Income (loss) before provision for (benefit from) income taxes (70,173) 94,449 
Provision for (benefit from) income taxes (4,992) 453 
Net income (loss) $ (65,181) $ 93,996 
Net income (loss) per share:
Basic $ (0.10) $ 0.15 
Diluted $ (0.10) $ 0.14 
Weighted-average shares used in computing net income (loss) per share:
Basic
669,171  643,979 
Diluted
669,171  691,853 
8



PINTEREST, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September 30,
2022 2021
Operating activities
Net income (loss) $ (113,538) $ 141,739 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 26,884  20,299 
Share-based compensation 326,811  275,982 
Non-cash charitable contributions —  20,490 
Other 10,731  9,495 
Changes in assets and liabilities:
Accounts receivable 144,083  61,033 
Prepaid expenses and other assets (37,960) (21,141)
Operating lease right-of-use assets 39,140  32,014 
Accounts payable 71,603  7,862 
Accrued expenses and other liabilities (17,852) 30,670 
Operating lease liabilities (38,990) (37,308)
Net cash provided by operating activities 410,912  541,135 
Investing activities
Purchases of property and equipment and intangible assets (27,931) (5,337)
Purchases of marketable securities (688,146) (878,465)
Sales of marketable securities 4,168  213,651 
Maturities of marketable securities 735,819  673,952 
Acquisition of business, net of cash acquired (86,059) — 
Net cash (used in) provided by investing activities (62,149) 3,801 
Financing activities
Proceeds from exercise of stock options, net
4,807  19,637 
Shares repurchased for tax withholdings on release of restricted stock units and restricted stock awards (98,357) — 
Other financing activities
—  (1,750)
Net cash (used in) provided by financing activities (93,550) 17,887 
Effect of exchange rate changes on cash, cash equivalents and restricted cash (3,558) (693)
Net increase in cash, cash equivalents and restricted cash 251,655  562,130 
Cash, cash equivalents and restricted cash, beginning of period 1,427,064  678,911 
Cash, cash equivalents and restricted cash, end of period $ 1,678,719  $ 1,241,041 
Supplemental cash flow information
Accrued property and equipment $ 4,699  $ 915 
Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 19,783  $ 81,869 
    `
Reconciliation of cash, cash equivalents and restricted cash to condensed consolidated balance sheets
Cash and cash equivalents $ 1,671,320  $ 1,231,931 
Restricted cash included in prepaid expenses and other current assets 1,869  2,813 
Restricted cash included in other assets 5,530  6,297 
Total cash, cash equivalents and restricted cash $ 1,678,719  $ 1,241,041 
9



PINTEREST, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(in thousands)
(unaudited)
Three Months Ended September 30,
2022 2021
Share-based compensation by function:
Cost of revenue $ 2,189  $ 2,015 
Research and development 89,669  67,463 
Sales and marketing 23,294  13,404 
General and administrative 21,006  13,380 
Total share-based compensation $ 136,158  $ 96,262 
Amortization of acquired intangible assets by function:
Cost of revenue $ 1,972  $ 94 
Sales and marketing 3,377  — 
General and administrative 197  197 
Total amortization of acquired intangible assets $ 5,546  $ 291 
Reconciliation of total costs and expenses to non-GAAP costs and expenses:
Total costs and expenses $ 753,925  $ 534,483 
Share-based compensation (136,158) (96,262)
Amortization of acquired intangible assets (5,546) (291)
Total non-GAAP costs and expenses $ 612,221  $ 437,930 
Reconciliation of net income (loss) to Adjusted EBITDA:
Net income (loss) $ (65,181) $ 93,996 
Depreciation and amortization 10,529  6,762 
Share-based compensation 136,158  96,262 
Interest income (9,318) (765)
Interest expense and other (income) expense, net 10,116  4,765 
Provision for (benefit from) income taxes (4,992) 453 
Adjusted EBITDA
$ 77,312  $ 201,473 














10



PINTEREST, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended September 30,
2022 2021
Reconciliation of net income (loss) to non-GAAP net income:
Net income (loss) $ (65,181) $ 93,996 
Share-based compensation 136,158  96,262 
Amortization of acquired intangible assets 5,546  291 
Non-GAAP net income $ 76,523  $ 190,549 
Basic weighted-average shares used in computing net income (loss) per share 669,171  643,979 
Weighted-average dilutive securities (1)
23,631  47,874 
Diluted weighted-average shares used in computing non-GAAP net income per share 692,802  691,853 
Non-GAAP net income per share $ 0.11  $ 0.28 
(1)Gives effect to potential common stock instruments such as stock options, unvested restricted stock units and unvested restricted stock awards.
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