Teradyne, Inc. (NYSE: TER):

   

Q4'16

   

Q4'15

 

 

Q3'16

   

FY 2016

   

FY 2015

Orders (mil) $628 $522 $378 $1,867 $1,856
Revenue (mil) $380 $318 $410 $1,753 $1,640
GAAP EPS $0.33 $(0.00) $0.31 $(0.21) $0.97
Non-GAAP EPS $0.32 $0.13 $0.33 $1.51 $1.27
                       
 

Teradyne, Inc. (NYSE: TER) reported revenue of $380 million for the fourth quarter of 2016 of which $271 million was in Semiconductor Test, $50 million in System Test, $34 million in Industrial Automation, and $26 million in Wireless Test. GAAP net income for the fourth quarter was $66.3 million or $0.33 per share. On a non-GAAP basis, Teradyne’s net income in the fourth quarter was $64.6 million, or $0.32 per diluted share, which excluded acquired intangible asset amortization, pension actuarial gains, restructuring and other charges, non-cash convertible debt interest, discrete income tax adjustments, and included the related tax impact on non-GAAP adjustments.

Orders in the fourth quarter of 2016 were $628 million of which $524 million were in Semiconductor Test, $47 million in System Test, $34 million in Industrial Automation, and $23 million in Wireless Test.

“We closed 2016 with record fourth quarter orders as tester demand for 2017 mobile device production pulled bookings into Q4, automotive device test demand remained strong, and Universal Robots delivered another quarter of record orders,” said CEO and President Mark Jagiela. “For the full year, we grew company revenue 7%, non-GAAP earnings per share 19%, and returned $195 million to shareholders through share repurchases and dividends.

“As we look into 2017, we expect continued steady demand in our core test businesses and greater than 50% growth to continue at Universal Robots. On the capital return front, our proven operating model, strong balance sheet and positive long term outlook support our plan to repurchase a minimum of $200 million of Teradyne shares in 2017 and increase the dividend to $0.07 per quarter.”

Teradyne’s Board of Directors declared a quarterly cash dividend of $0.07 per share, payable on March 20, 2017 to shareholders of record as of the close of business on February 24, 2017.

Guidance for the first quarter of 2017 is revenue of $420 million to $450 million, with GAAP net income of $0.28 to $0.34 per diluted share and non-GAAP net income of $0.33 to $0.40 per diluted share. Non-GAAP guidance excludes acquired intangible asset amortization, non-cash convertible debt interest and includes the related tax impact on non-GAAP adjustments.

Webcast

A conference call to discuss the fourth quarter and full year results, along with management's business outlook, will follow at 10 a.m. ET, Thursday, January 26. Interested investors should access the webcast at www.teradyne.com and click on "Investors" at least five minutes before the call begins. Presentation materials will be available starting at 10 a.m. ET. A replay will be available on the Teradyne website at www.teradyne.com/investors.

Non-GAAP Results

In addition to disclosing results that are determined in accordance with GAAP, Teradyne also discloses non-GAAP results of operations that exclude certain income items and charges. These results are provided as a complement to results provided in accordance with GAAP. Non-GAAP income from operations and non-GAAP net income exclude goodwill and intangible asset impairment charges, acquired intangible asset amortization, non-cash convertible debt interest, pension actuarial gains and losses, fair value inventory step-up related to Universal Robots, discrete income tax adjustments, restructuring and other, and a gain from the sale of an equity investment. GAAP requires that these items be included in determining income from operations and net income. Non-GAAP income from operations, non-GAAP net income, non-GAAP income from operations and non-GAAP net income as a percentage of revenue, and non-GAAP net income per share are non-GAAP performance measures presented to provide meaningful supplemental information regarding Teradyne's baseline performance before gains, losses or other charges that may not be indicative of Teradyne’s current core business or future outlook. These non-GAAP performance measures are used to make operational decisions, to determine employee compensation, to forecast future operational results, and for comparison with Teradyne’s business plan, historical operating results and the operating results of Teradyne’s competitors. Non-GAAP gross margin excludes inventory step-up and pension actuarial gains and losses. GAAP requires that these items be included in determining gross margin. Non-GAAP gross margin dollar amount and percentage are non-GAAP performance measures that management believes provide useful supplemental information for management and the investor. Management uses non-GAAP gross margin as a performance measure for Teradyne’s current core business and future outlook and for comparison with Teradyne’s business plan, historical gross margin results and the gross margin results of Teradyne’s competitors. Management believes each of these non-GAAP performance measures provides useful supplemental information for investors, allowing greater transparency to the information used by management in its operational decision making and in the review of Teradyne’s financial and operational performance, as well as facilitating meaningful comparisons of Teradyne’s results in the current period compared with those in prior and future periods. A reconciliation of each available GAAP to non-GAAP financial measure discussed in this press release is contained in the attached exhibits and on the Teradyne website at www.teradyne.com by clicking on "Investors" and then selecting the "GAAP to Non-GAAP Reconciliation" link. The non-GAAP performance measures discussed in this press release may not be comparable to similarly titled measures used by other companies. The presentation of non-GAAP measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP.

About Teradyne

Teradyne (NYSE:TER) is a leading supplier of automation equipment for test and industrial applications. Teradyne Automatic Test Equipment (ATE) is used to test semiconductors, wireless products, data storage and complex electronic systems, which serve consumer, communications, industrial and government customers. Our Industrial Automation products include Collaborative Robots used by global manufacturing and light industrial customers to improve quality and increase manufacturing efficiency. In 2016, Teradyne had revenue of $1.75 billion and currently employs approximately 4,300 people worldwide. For more information, visit www.teradyne.com. Teradyne(R) is a registered trademark of Teradyne, Inc. in the U.S. and other countries.

Safe Harbor Statement

This release contains forward-looking statements regarding Teradyne’s future business prospects, results of operations, market conditions, earnings per share, the payment of a quarterly dividend, the repurchase of Teradyne common stock pursuant to a share repurchase program, use of proceeds and potential dilution from the senior convertible notes offering and potential borrowings under a senior secured credit facility. Such statements are based on the current assumptions and expectations of Teradyne’s management and are neither promises nor guarantees of future performance, events, earnings per share, use of cash, payment of dividends, repurchases of common stock, payment of the senior convertible notes or availability of, or borrowing under, the credit facility. There can be no assurance that management’s estimates of Teradyne’s future results or other forward-looking statements will be achieved. Additionally, the current dividend and share repurchase programs may be modified, suspended or discontinued at any time. Important factors that could cause actual results, earnings per share, use of cash, dividend payments, repurchases of common stock, payment of the senior convertible notes or borrowings under the credit facility to differ materially from those presently expected include: conditions affecting the markets in which Teradyne operates; decreased or delayed product demand; development, delivery and acceptance of new products; the ability to grow Universal Robots’ business; increased research and development spending; deterioration of Teradyne’s financial condition; the consummation and success of any mergers or acquisitions; unexpected cash needs; insufficient cash flow to make required payments and pay the principal amount on the senior convertible notes; the business judgment of the board of directors that a declaration of a dividend, the repurchase of common stock or borrowing under the credit facility is not in the company’s best interests; and other events, factors and risks disclosed in filings with the SEC, including, but not limited to, the “Risk Factors” section of Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and the Quarterly Report on Form 10-Q for the period ended October 2, 2016. The forward-looking statements provided by Teradyne in this press release represent management’s views as of the date of this release. Teradyne anticipates that subsequent events and developments may cause management's views to change. However, while Teradyne may elect to update these forward-looking statements at some point in the future, Teradyne specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Teradyne's views as of any date subsequent to the date of this release.

 
TERADYNE, INC. REPORT FOR FOURTH FISCAL QUARTER OF 2016
                             
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS          
(In thousands, except per share amounts)                  
     
Quarter Ended Twelve Months Ended
December 31, 2016 October 2, 2016 December 31, 2015 December 31, 2016 December 31, 2015
 
Net revenues $ 379,989 $ 410,475 $ 318,444 $ 1,753,250 $ 1,639,578
 
Cost of revenues (exclusive of acquired intangible assets amortization shown separately below) (1) (2)   160,983     183,116     152,418     793,683     723,935  
 
Gross profit 219,006 227,359 166,026 959,567 915,643
 
Operating expenses:
Engineering and development (1) 70,052 71,400 70,941 291,025 292,250
Selling and administrative (1) 76,289 78,794 79,718 315,682 306,313
Acquired intangible assets amortization 7,923 8,487 19,911 52,648 69,031
Acquired intangible assets impairment (3) - - - 83,339 -
Goodwill impairment (3) - - - 254,946 -
Restructuring and other (4)   5,570     12,177     5,204     21,942     5,080  
Operating expenses 159,834 170,858 175,774 1,019,582 672,674
 
Income (loss) from operations 59,172 56,501 (9,748 ) (60,015 ) 242,969
 
Interest and other (5)   (288 )   3,180     891     4,955     10,155  
 
Income (loss) before income taxes 58,884 59,681 (8,857 ) (55,060 ) 253,124
Income tax (benefit) provision   (7,461 )   (4,113 )   (8,216 )   (11,639 )   46,647  
Net income (loss) $ 66,345   $ 63,794   $ (641 ) $ (43,421 ) $ 206,477  
 

Net income (loss) per common share:

Basic $ 0.33   $ 0.32   $ (0.00 ) $ (0.21 ) $ 0.98  
Diluted $ 0.33   $ 0.31   $ (0.00 ) $ (0.21 ) $ 0.97  
 
Weighted average common shares - basic   200,810     202,211     205,113     202,578     211,544  
 
Weighted average common shares - diluted   202,947     203,929     205,113     202,578     213,321  
 
 
Cash dividend declared per common share $ 0.06   $ 0.06   $ 0.06   $ 0.24   $ 0.24  
 
 
Net orders $ 628,284   $ 378,461   $ 522,240   $ 1,867,247   $ 1,855,515  
 
 
(1) Pension actuarial (gains) losses included in our operating results were as follows:
Quarter Ended Twelve Months Ended
December 31, 2016 October 2, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Cost of revenues $ (774 ) $ 364 $ 8,271 $ (1,025 ) $ 8,236
Engineering and development (725 ) 106 4,658 (1,234 ) 4,627
Selling and administrative   (502 )   192     4,826     (944 )   4,869  
$ (2,001 ) $ 662   $ 17,755   $ (3,203 ) $ 17,732  
 
 
(2) Cost of revenues includes: Quarter Ended Twelve Months Ended
December 31, 2016 October 2, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Provision for excess and obsolete inventory $ 2,345 $ 3,033 $ 2,393 $ 17,493 $ 21,332
Sale of previously written down inventory (1,924 ) (1,794 ) (1,196 ) (10,037 ) (7,855 )
Inventory step-up   -     -     -     -     1,567  
$ 421   $ 1,239   $ 1,197   $ 7,456   $ 15,044  
 
 
(3) Goodwill and acquired intangible assets impairment related to Teradyne's Wireless Test business segment.
 
(4) Restructuring and other consists of: Quarter Ended Twelve Months Ended
December 31, 2016 October 2, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Contingent consideration fair value adjustment $ 5,445 $ 7,974 $ 5,089 $ 15,896 $ 2,489
Employee severance 125 4,203 115 6,046 1,487
Impairment of fixed assets and expenses related to Japan earthquake - 312 - 5,363 -
Property insurance recovery - (312 ) - (5,363 ) -
Acquisition costs   -     -     -     -     1,104  
$ 5,570   $ 12,177   $ 5,204   $ 21,942   $ 5,080  
 
 
(5) Interest and other includes: Quarter Ended Twelve Months Ended
December 31, 2016 October 2, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Non-cash convertible debt interest expense $ 642 $ - $ - $ 642 $ -
Gain from the sale of an equity investment   -     -     -     -     (5,406 )
$ 642   $ -   $ -   $ 642   $ (5,406 )
 
   
CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
     
December 31, 2016 December 31, 2015
 
Assets
Cash and cash equivalents $ 307,884 $ 264,705
Marketable securities 871,024 477,696
Accounts receivable 192,444 211,293
Inventories, net 135,958 153,588
Deferred tax assets - 54,973
Prepayments

108,454

91,519
Other current assets   8,039   6,194
Total current assets

1,623,803

1,259,968
 
Property, plant and equipment, net 253,821 273,414
Marketable securities 433,843 265,928
Deferred tax assets 107,405 7,404
Other assets 12,165 13,080
Retirement plans assets 7,712 636
Intangible assets, net 100,401 239,831
Goodwill   223,343   488,413
Total assets $

2,762,493

$ 2,548,674
 
Liabilities
Accounts payable $

95,362

$ 92,358
Accrued employees' compensation and withholdings 109,944 113,994
Deferred revenue and customer advances 88,809 85,527
Other accrued liabilities

47,051

43,727
Contingent consideration 1,050 15,500
Accrued income taxes  

30,480

  21,751
Total current liabilities

372,696

372,857
 
Retirement plans liabilities 106,938 103,531
Long-term deferred revenue and customer advances 23,463 25,745
Deferred tax liabilities 12,144 26,663
Long-term other accrued liabilities 28,642 32,156
Long-term contingent consideration 37,282 21,936
Long-term debt   352,669   -
Total liabilities

933,834

582,888
 
Shareholders' equity 1,828,659 1,965,786
   
Total liabilities and shareholders' equity $

2,762,493

$ 2,548,674
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
             
Quarter Ended Twelve Months Ended
December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Cash flows from operating activities:
Net income (loss) $ 66,345 $ (641 ) $ (43,421 ) $ 206,477
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation 16,345 15,650 64,782 68,181
Amortization 8,952 20,433 55,227 72,592
Stock-based compensation 7,738 7,371 30,750 30,451
Contingent consideration adjustment 5,445 5,089 15,896 2,489
Provision for excess and obsolete inventory 2,345 2,393 17,493 21,332

Retirement plans actuarial (gains) losses

(2,001 ) 17,755 (3,203 ) 17,732
Deferred taxes (20,368 ) 6,849 (62,936 ) (7,124 )
Tax benefit related to employee stock compensation awards (2,799 ) (1,502 ) (6,198 ) (4,715 )
Goodwill impairment - - 254,946 -
Acquired intangible assets impairment - - 83,339 -
Impairment of fixed assets - - 4,179 -
Property insurance recovery - - (5,363 ) -
Non-cash charge for the sale of inventories revalued at the date of acquisition - - - 1,567
Gain from the sale of an equity investment - - - (5,406 )
Other

(597

) (2,580 )

(448

) (34 )
Changes in operating assets and liabilities, net of business acquired:
Accounts receivable (27,955 ) 33,850 17,705 (57,267 )
Inventories (14,338 ) (17,817 ) 34,263 15,559
Prepayments and other assets

(5,924

) (12,495 )

(18,882

) 3,034
Accounts payable and accrued expenses

42,550

(4,450 )

(5,391

) 48,213
Deferred revenue and customer advances (52,683 ) 10,260 697 17,011
Retirement plans contributions (819 ) (9,097 ) (6,690 ) (12,095 )
Accrued income taxes  

14,207

    (30,833 )  

18,434

    (5,156 )
Net cash provided by operating activities

36,443

40,235

445,179

412,841
 
Cash flows from investing activities:
Purchases of property, plant and equipment (19,020 ) (23,151 ) (85,272 ) (89,878 )
Purchases of available-for-sale marketable securities

(780,430

) (466,396 )

(1,656,267

) (1,424,002 )
Proceeds from sales of available-for-sale marketable securities 386,050 472,397 852,794 1,316,131
Proceeds from maturities of available-for-sale marketable securities 41,070 29,901 243,232 360,264
Proceeds from property insurance - - 5,051 -
Acquisition of business, net of cash acquired - - - (282,741 )
Proceeds from the sale of an equity investment - - - 5,406
Proceeds from life insurance   -     -     -     1,098  
Net cash (used for) provided by investing activities

(372,330

) 12,751

(640,462

) (113,722 )
 
Cash flows from financing activities:
Proceeds from long-term debt, net 417,818 - 417,818 -
Issuance of common stock under stock purchase and stock option plans 388 1,385 20,473 19,530
Repurchase of common stock (61,239 ) (73,106 ) (146,331 ) (299,949 )
Dividend payments (12,071 ) (12,279 ) (48,619 ) (50,713 )
Tax benefit related to employee stock compensation awards 2,799 1,502 6,198 4,715
Payment of revolving credit facility costs - - - (2,253 )
Payment of contingent consideration   -     -     (11,697 )   -  
Net cash provided by (used for) financing activities 347,695 (82,498 ) 237,842 (328,670 )
 
Effects of exchange rate changes on cash and cash equivalents (1,861 ) - 620 -
 
Increase (decrease) in cash and cash equivalents 9,947 (29,512 ) 43,179 (29,551 )
Cash and cash equivalents at beginning of period   297,937     294,217     264,705     294,256  
Cash and cash equivalents at end of period $ 307,884   $ 264,705   $ 307,884   $ 264,705  
 
                         
GAAP to Non-GAAP Earnings Reconciliation
     
(In millions, except per share amounts)
Quarter Ended

December 31,
2016

% of Net
Revenues

October 2,
2016

% of Net
Revenues

December 31,
2015

% of Net
Revenues

 
Net revenues $ 380.0 $ 410.5 $ 318.4
 
Gross profit - GAAP $ 219.0 57.6 % $ 227.4 55.4 % $ 166.0 52.1 %
Pension mark-to-market adjustments (1)   (0.8 )   -0.2 %   0.4   0.1 %   8.3   2.6 %
Gross profit - non-GAAP $ 218.2 57.4 % $ 227.8 55.5 % $ 174.3 54.7 %
 
Income (loss) from operations - GAAP $ 59.2 15.6 % $ 56.5 13.8 % $ (9.7 ) -3.0 %
Restructuring and other (2) 5.6 1.5 % 12.2 3.0 % 5.2 1.6 %
Acquired intangible assets amortization 7.9 2.1 % 8.5 2.1 % 19.9 6.3 %
Pension mark-to-market adjustments (1)   (2.0 )   -0.5 %   0.7   0.2 %   17.8   5.6 %
Income from operations - non-GAAP $ 70.7     18.6 % $ 77.9   19.0 % $ 33.2   10.4 %
 

Net Income
per Common Share

Net Income
per Common Share

Net (Loss) Income
per Common Share

December 31,
2016

% of Net
Revenues

Basic Diluted

October 2,
2016

% of Net
Revenues

Basic Diluted

December 31,
2015

% of Net
Revenues

Basic Diluted
Net income (loss) - GAAP $ 66.3 17.4 % $ 0.33 $ 0.33 $ 63.8 15.5 % $ 0.32 $ 0.31 $ (0.6 ) -0.2 % $ (0.00 ) $ (0.00 )
Restructuring and other (2) 5.6 1.5 % 0.03 0.03 12.2 3.0 % 0.06 0.06 5.2 1.6 % 0.03 0.03
Acquired intangible assets amortization 7.9 2.1 % 0.04 0.04 8.5 2.1 % 0.04 0.04 19.9 6.3 % 0.10 0.10
Pension mark-to-market adjustments (1) (2.0 ) -0.5 % (0.01 ) (0.01 ) 0.7 0.2 % 0.00 0.00 17.8 5.6 % 0.09 0.09
Interest and other (4) 0.6 0.2 % 0.00 0.00 - - - - - - - -
Exclude discrete tax adjustments (3) (16.2 ) -4.3 % (0.08 ) (0.08 ) (10.7 ) -2.6 % (0.05 ) (0.05 ) (6.3 ) -2.0 % (0.03 ) (0.03 )
Tax effect of non-GAAP adjustments   2.4     0.6 %   0.01     0.01     (6.8 ) -1.7 %   (0.03 )   (0.03 )   (9.9 ) -3.1 %   (0.05 )   (0.05 )
Net income - non-GAAP $ 64.6     17.0 % $ 0.32   $ 0.32   $ 67.7   16.5 % $ 0.33   $ 0.33   $ 26.1   8.2 % $ 0.13   $ 0.13  
 
GAAP and non-GAAP weighted average common shares - basic 200.8 202.2 205.1
GAAP weighted average common shares - diluted 202.9 203.9 205.1
Include dilutive shares   -     -     2.1  
Non-GAAP weighted average common shares - diluted   202.9     203.9     207.2  
 
 
(1 ) Actuarial (gains) losses recognized under GAAP in accordance with Teradyne's mark-to-market pension accounting.
 
(2 ) Restructuring and other consists of:
Quarter Ended

December 31,
2016

October 2,
2016

December 31,
2015

Contingent consideration fair value adjustment $ 5.4 $ 8.0 $ 5.1
Employee severance 0.1 4.2 0.1
Impairment of fixed assets and expenses related to Japan earthquake - 0.3 -
Property insurance recovery   -     (0.3 )   -  
$ 5.6   $ 12.2   $ 5.2  
 
(3 )

For the quarters ended December 31, 2016, October 2, 2016 and December 31, 2015, adjustment to exclude discrete income tax items. For the quarters ended December 31, 2016 and October 2, 2016, adjustment to treat Wireless Test business segment goodwill and intangible assets impairments as discrete tax items.

 
(4 ) For the quarter ended December 31, 2016, interest and other included non-cash convertible debt interest expense.
 
 
Year Ended

December 31,
2016

% of Net
Revenues

December 31,
2015

% of Net
Revenues

 
Net Revenues $ 1,753.3 $ 1,639.6
 
Gross profit - GAAP $ 959.6 54.7 % $ 915.6 55.8 %
Inventory step-up - - 1.6 0.1 %
Pension mark-to-market adjustments (1)   (1.0 )   -0.1 %   8.3   0.5 %
Gross profit - non-GAAP $ 958.6 54.7 % $ 925.5 56.4 %
 
(Loss) income from operations - GAAP $ (60.0 ) -3.4 % $ 243.0 14.8 %
Goodwill impairment (2) 254.9 14.5 % -

-

Acquired intangible assets impairment (2) 83.3 4.8 % -

-

 

Acquired intangible assets amortization 52.6 3.0 % 69.0

4.2

%

Restructuring and other (3) 21.9 1.2 % 5.1 0.3 %
Pension mark-to-market adjustments (1) (3.2 ) -0.2 % 17.7 1.1 %
Inventory step-up   -     -     1.6   0.1 %
Income from operations - non-GAAP $ 349.5     19.9 % $ 336.4   20.5 %
 

Net (Loss) Income
per Common Share

Net Income
per Common Share

December 31,
2016

% of Net
Revenues

Basic Diluted

December 31,
2015

% of Net
Revenues

Basic Diluted
Net (loss) income - GAAP $ (43.4 ) -2.5 % $ (0.21 ) $ (0.21 ) $ 206.5 12.6

%

$ 0.98 $ 0.97
Goodwill impairment (2) 254.9 14.5 % 1.26 1.25

-

-

 

- -
Acquired intangible assets impairment (2) 83.3 4.8 % 0.41 0.41

-

-

-

-

Acquired intangible assets amortization 52.6 3.0 % 0.26 0.26

69.0

4.2

%

0.33

0.32

Restructuring and other (3) 21.9 1.2 % 0.11 0.11 5.1 0.3 % 0.02 0.02
Pension mark-to-market adjustments (1) (3.2 ) -0.2 % (0.02 ) (0.02 ) 17.7 1.1 % 0.08 0.08
Interest and other (4) 0.6 0.0 % 0.00 0.00 (5.4 ) -0.3 % (0.03 ) (0.03 )
Inventory step-up - - - - 1.6 0.1 % 0.01 0.01
Exclude discrete tax adjustments (5) (4.5 ) -0.3 % (0.02 ) (0.02 ) (4.9 ) -0.3 % (0.02 ) (0.02 )
Tax effect of non-GAAP adjustments   (53.3 )   -3.0 %   (0.26 )   (0.26 )   (18.5 ) -1.1 %   (0.09 )   (0.09 )
Net income - non-GAAP $ 308.9     17.6 % $ 1.52   $ 1.51   $ 271.1   16.5 % $ 1.28   $ 1.27  
 
GAAP and non-GAAP weighted average common shares - basic 202.6 211.5
GAAP weighted average common shares - diluted 202.6 213.3
Include dilutive shares   1.8     -  
Non-GAAP weighted average common shares - diluted   204.4     213.3  
 
 
(1 ) Actuarial (gains) losses recognized under GAAP in accordance with Teradyne's mark-to-market pension accounting.
 
(2 ) Goodwill and acquired intangible assets impairment related to Teradyne's Wireless Test business segment.
 
(3 ) Restructuring and other consists of:
Year Ended

December 31,
2016

December 31,
2015

Contingent consideration fair value adjustment $ 15.9 $ 2.5
Employee severance 6.0 1.5

Impairment of fixed assets and expenses related to Japan earthquake

5.4 -
Property insurance recovery (5.4 ) -
Acquisition costs   -     1.1  
$ 21.9   $ 5.1  
 
 
(4 ) For the year ended December 31, 2016, interest and other included non-cash convertible debt interest expense. For the year ended December 31, 2015, Interest and other included a gain from the sale of an equity investment.
 
(5 ) For the year ended December 31, 2016 and December 31, 2015, adjustment to exclude discrete income tax items. For the year ended December 31, 2016, adjustment to treat Wireless Test business segment goodwill and intangible assets impairments as discrete tax items.
 
 
GAAP to Non-GAAP Reconciliation of First Quarter 2017 guidance:
 
GAAP and non-GAAP first quarter revenue guidance: $420 million to $450 million
GAAP net income per diluted share $ 0.28 $ 0.34
Exclude acquired intangible assets amortization 0.04 0.04
Exclude non-cash convertible debt interest 0.02 0.02
Tax effect of non-GAAP adjustments   (0.01 )   (0.01 )
Non-GAAP net income per diluted share $ 0.33 $ 0.40
 

For press releases and other information of interest to investors, please visit Teradyne's homepage at http://www.teradyne.com.