UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from ____________ to ____________
Commission File Number:
(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) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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.
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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 |
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
The number of shares of registrant’s common stock outstanding as of December 6, 2024 was:
ORACLE CORPORATION
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
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PART I. |
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3 |
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets as of November 30, 2024 and May 31, 2024 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2024 and 2023 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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39 |
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Item 4. |
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39 |
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PART II. |
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40 |
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Item 1. |
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40 |
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Item 1A. |
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40 |
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Item 2. |
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40 |
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Item 5. |
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41 |
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Item 6. |
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42 |
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44 |
Cautionary Note on Forward-Looking Statements
For purposes of this Quarterly Report on Form 10-Q (this Quarterly Report), the terms “Oracle,” “we,” “us” and “our” refer to Oracle Corporation and its consolidated subsidiaries. This Quarterly Report contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act). These include, among other things, statements regarding:
1
as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements may be preceded by, followed by or include the words “anticipates,” “believes,” “commits,” “continues,” “could,” “endeavors,” “estimates,” “expects,” “goal,” “intends,” “is designed to,” “likely,” “maintains,” “may,” “plans,” “potential,” “seeks,” “shall,” “should,” “strives,” “will” and similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Exchange Act and the Securities Act for all forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about our business that could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included in documents we file from time to time with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 and our other Quarterly Reports on Form 10-Q filed or to be filed by us in our fiscal year 2025, which runs from June 1, 2024 to May 31, 2025.
We have no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or risks, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. New information, future events or risks could cause the forward-looking events we discuss in this Quarterly Report not to occur. You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this Quarterly Report.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
ORACLE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
As of November 30, 2024 and May 31, 2024
(Unaudited)
(in millions, except per share data) |
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November 30, |
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May 31, |
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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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Marketable securities |
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Trade receivables, net of allowances for credit losses of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property, plant and equipment, net |
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Intangible assets, net |
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Goodwill, net |
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Deferred tax assets |
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Other non-current assets |
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Total non-current assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Notes payable and other borrowings, current |
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$ |
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$ |
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Accounts payable |
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Accrued compensation and related benefits |
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Deferred revenues |
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Other current liabilities |
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Total current liabilities |
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Non-current liabilities: |
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Notes payable and other borrowings, non-current |
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Income taxes payable |
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Deferred tax liabilities |
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Other non-current liabilities |
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Total non-current liabilities |
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Oracle Corporation stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Accumulated deficit |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total Oracle Corporation stockholders’ equity |
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Noncontrolling interests |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
3
ORACLE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended November 30, 2024 and 2023
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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(in millions, except per share data) |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues: |
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Cloud services and license support |
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$ |
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$ |
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$ |
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$ |
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Cloud license and on-premise license |
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Hardware |
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Services |
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Total revenues |
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Operating expenses: |
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Cloud services and license support(1) |
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Hardware(1) |
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Services(1) |
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Sales and marketing(1) |
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Research and development |
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General and administrative |
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Amortization of intangible assets |
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Acquisition related and other |
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Restructuring |
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Total operating expenses |
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Operating income |
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Interest expense |
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( |
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( |
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( |
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Non-operating income (expenses), net |
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( |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Earnings 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 common shares outstanding: |
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Basic |
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Diluted |
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See notes to condensed consolidated financial statements.
4
ORACLE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended November 30, 2024 and 2023
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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(in millions) |
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2024 |
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2023 |
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2024 |
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2023 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive (loss) income, net of tax: |
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Net foreign currency translation (losses) gains |
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Net unrealized gains (losses) on cash flow hedges |
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( |
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( |
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Other, net |
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( |
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( |
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( |
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Total other comprehensive (loss) income, net |
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( |
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( |
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Comprehensive income |
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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
ORACLE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three and Six Months Ended November 30, 2024 and 2023
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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(in millions, except per share data) |
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2024 |
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2023 |
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2024 |
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2023 |
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Common stock and additional paid in capital |
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Balance, beginning of period |
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$ |
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$ |
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$ |
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$ |
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Common stock issued |
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Stock-based compensation |
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Repurchases of common stock |
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( |
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( |
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( |
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Shares repurchased for tax withholdings upon vesting of restricted stock-based awards |
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( |
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( |
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( |
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( |
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Other, net |
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( |
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( |
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( |
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( |
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Balance, end of period |
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$ |
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$ |
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$ |
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$ |
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Accumulated deficit |
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Balance, beginning of period |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Repurchases of common stock |
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( |
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( |
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( |
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( |
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Cash dividends declared |
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( |
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( |
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( |
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( |
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Net income |
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Balance, end of period |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Other stockholders’ equity, net |
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Balance, beginning of period |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive (loss) income, net |
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( |
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( |
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Other, net |
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( |
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Balance, end of period |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Total stockholders’ equity |
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$ |
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$ |
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$ |
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$ |
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Cash dividends declared per common 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.
6
ORACLE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended November 30, 2024 and 2023
(Unaudited)
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Six Months Ended |
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(in millions) |
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2024 |
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2023 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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Amortization of intangible assets |
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Deferred income taxes |
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( |
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( |
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Stock-based compensation |
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Other, net |
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Changes in operating assets and liabilities: |
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(Increase) decrease in trade receivables, net |
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( |
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Decrease in prepaid expenses and other assets |
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Decrease in accounts payable and other liabilities |
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( |
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( |
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Decrease in income taxes payable |
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( |
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( |
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Increase in deferred revenues |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of marketable securities and other investments |
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( |
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( |
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Proceeds from sales and maturities of marketable securities and other investments |
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Acquisitions, net of cash acquired |
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( |
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Capital expenditures |
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( |
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( |
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Net cash used for investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Payments for repurchases of common stock |
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( |
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( |
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Proceeds from issuances of common stock |
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Shares repurchased for tax withholdings upon vesting of restricted stock-based awards |
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( |
) |
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( |
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Payments of dividends to stockholders |
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( |
) |
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( |
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(Repayments of) proceeds from issuances of commercial paper, net |
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( |
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Proceeds from issuances of senior notes and term loan credit agreements, net of issuance costs |
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Repayments of senior notes and term loan credit agreements |
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( |
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( |
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Other, net |
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( |
) |
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Net cash used for financing activities |
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( |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
) |
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( |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Non-cash investing activities: |
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Unpaid capital expenditures |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
7
ORACLE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2024
(Unaudited)
Basis of Presentation
We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.
We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending May 31, 2025.
There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 that had a significant impact on our condensed consolidated financial statements or notes thereto as of and for the six months ended November 30, 2024.
Use of Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.
During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from
Cash, Cash Equivalents and Restricted Cash
Restricted cash that was included within cash and cash equivalents as presented within our condensed consolidated balance sheets as of November 30, 2024 and May 31, 2024 and our condensed consolidated statements of cash flows for the six months ended November 30, 2024 and 2023 was immaterial.
8
ORACLE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
November 30, 2024
(Unaudited)
Remaining Performance Obligations from Contracts with Customers
Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our condensed consolidated balance sheets as of November 30, 2024 and May 31, 2024. The revenues recognized during the six months ended November 30, 2024 and 2023 that were included in the opening deferred revenues balances as of May 31, 2024 and 2023 were approximately $
Remaining performance obligations, as defined in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, were $
Sales of Financing Receivables
We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. Financing receivables sold to financial institutions were $
Non-Marketable Investments
Our non-marketable debt investments and equity securities and related instruments totaled $
9
ORACLE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
November 30, 2024
(Unaudited)
Acquisition Related and Other Expenses
Acquisition related and other expenses primarily consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Transitional and other employee related costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Business combination adjustments, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total acquisition related and other expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Non-Operating Income (Expenses), net
Non-operating income (expenses), net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net losses related to equity investments, including losses attributable to equity method investments (primarily Ampere) and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan and non-service net periodic pension income and losses.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign currency losses, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interests in income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Losses from equity investments, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total non-operating income (expenses), net |
|
$ |
|
|
$ |
( |