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8-K - 8-K - DemandTec, Inc.a11-9147_18k.htm

Exhibit 99.1

 

 

DemandTec Announces Fourth Quarter and

Fiscal Year 2011 Financial Results

 

SAN MATEO, Calif.  - March 31, 2011  - DemandTec, Inc. (NASDAQ: DMAN), the collaborative optimization network for retailers and consumer products companies, today announced financial results for the fourth quarter and fiscal year 2011 ended February 28, 2011.

 

“I am very pleased that during fiscal year 2011 we were able to achieve financial results that met or exceeded our expectation as our retail and consumer products company customers embraced our solutions to help them better understand their shoppers in order to help drive sales, profit, volume and customer loyalty,” said Dan Fishback, President and Chief Executive Officer at DemandTec. “During the year, we continued to invest in the business to provide the most comprehensive solutions so our customers can better understand, predict, and drive demand,” added Mr. Fishback.

 

Fourth Quarter Financial Highlights

 

Revenue:

 

·                  Revenue was $22.3 million in the fourth quarter of fiscal year 2011, compared to $19.6 million in the fourth quarter of fiscal year 2010 and $21.7 million in the third quarter of fiscal year 2011.

 

Gross Profit:

 

·                  GAAP gross profit was $14.7 million in the fourth quarter of fiscal year 2011, compared to gross profit of $13.2 million in fourth quarter of fiscal year 2010.

 

·                  Non-GAAP gross profit, which excludes $464,000 of stock-based compensation expense and $506,000 of amortization of purchased intangibles, was $15.7 million in the fourth quarter of fiscal year 2011, representing a non-GAAP gross margin of 70.4%, compared to $14.1 in the fourth quarter of fiscal year 2010, which represented a non-GAAP gross margin of 71.9%.

 

GAAP Operating and Net Loss:

 

·                  Loss from operations was $2.8 million in the fourth quarter of fiscal year 2011, compared to a loss from operations of $2.3 million in the fourth quarter of fiscal year 2010.

 

·                  Net loss attributable to common stockholders was $2.9 million, or ($0.09) per share, in the fourth quarter of fiscal year 2011, compared to net loss attributable to common stockholders of $2.6 million, or ($0.09) per share, in the fourth quarter of fiscal year 2010.

 

Non-GAAP Operating and Net Income:

 

·                  Non-GAAP income from operations, which excludes $2.7 million in stock-based compensation expense, $840,000 in amortization of purchased intangibles and $235,000 of acquisition-related costs, was $1.0 million in the fourth quarter of fiscal year 2011, compared to non-GAAP income from operations of $646,000 in the fourth quarter of fiscal year 2010.

 



 

·                  Non-GAAP net income attributable to common stockholders was $915,000, or $0.03 per diluted share, in the fourth quarter of fiscal year 2011, compared to non-GAAP net income attributable to common stockholders of $412,000, or $0.01 per diluted share, in the fourth quarter of fiscal year 2010.

 

Cash:

 

·                  The company generated $3.5 million in cash flow from operations and invested $1.5 million in capital expenditures, resulting in free cash flow of $2.0 million in the fourth quarter of fiscal 2011.

 

Fiscal Year 2011 Financial Highlights

 

Revenue:

 

·                  Revenue was $82.4 million for fiscal year 2011, an increase of 4.3% from $79.1 million in fiscal year 2010.

 

Gross Profit:

 

·                  GAAP gross profit was $53.2 million for fiscal year 2011, compared to $53.3 million in fiscal year 2010.

 

·                  Non-GAAP gross profit, which excludes $1.8 million of stock-based compensation expense and $1.9 million of amortization of purchased intangible assets, was $56.9 million for fiscal year 2011, and represented a non-GAAP gross margin of 69.0%, compared to $56.9 million in fiscal year 2010, which represented a non-GAAP gross margin of 72.0%.

 

GAAP Operating and Net Loss:

 

·                  Loss from operations was $13.6 million for fiscal year 2011, compared to a loss from operations of $12.3 million for fiscal year 2010.

 

·                  Net loss attributable to common stockholders was $13.7 million, or ($0.45) per diluted share, for fiscal year 2011, compared to net loss attributable to common stockholders of $11.8 million, or ($0.41) per diluted share, for fiscal year 2010.

 

Non-GAAP Operating and Net Income/Loss:

 

·                  Non-GAAP income from operations was $72,000 for fiscal year 2011, which excludes $10.4 million in stock-based compensation expense, $3.0 million in amortization of purchased intangibles and $235,000 of acquisition-related costs, compared to non-GAAP income from operations of $2.1 million for fiscal year 2010.

 

·                  Non-GAAP net loss attributable to common stockholders was $25,000, or $0.00 per diluted share, for fiscal year 2011, compared to non-GAAP net income attributable to common stockholders of $2.6 million, or $0.08 per diluted share, for fiscal year 2010.

 



 

Cash:

 

·                  For fiscal year 2011, the company generated $9.2 million cash in operations and invested $5.1 million in capital expenditures, resulting in free cash flow of $4.1 million for the fiscal year.

 

·                  Cash, cash equivalents and marketable securities at the end of fiscal year 2011 totaled $73.0 million, an increase of approximately $1.9 million from the end of the third quarter of fiscal year 2011.

 

Conference Call Information

DemandTec will host a conference call today, March 31, 2011, at 2:00 p.m. PT (5:00 p.m. ET) to discuss the company’s financial results and financial guidance. Those interested in participating in the call should dial 800-762-8779.  A replay of the conference call will be available by calling 303-590-3030 using passcode 4419719 starting at approximately 8:00 p.m. Eastern Time on Thursday, March 31, 2011 and ending on Thursday, April 7, 2011.  In addition, an archived podcast and webcast will be available on the Investor Relations page of the company’s website at http://investor.demandtec.com.

 

About DemandTec

DemandTec (NASDAQ:DMAN) connects more than 350 retailers and consumer products companies, providing common tools to transact, interact, and collaborate on core merchandising and marketing activities.  DemandTec’s services enable customers to achieve their sales volume, revenue, shopper loyalty, and profitability objectives.  DemandTec customers have collaborated on nearly four million trade deals.  DemandTec software and analytical services utilize a science-based platform to model and understand consumer behavior.  DemandTec customers include leading retailers and consumer products companies such as Ahold USA, Best Buy, ConAgra Foods, Delhaize America, General Mills, H-E-B Grocery Co., The Home Depot, Hormel Foods, Monoprix, PETCO, Safeway, Sara Lee, Target, Walmart, and WH Smith.

 

Forward-Looking Statements

This press release contains forward-looking statements regarding DemandTec’s expectations, hopes, plans, intentions or strategies, including statements about the company’s future financial performance, financial condition or results of operations, statements as to the plans of management for future operations, and statements as to management’s beliefs regarding the market’s interest in DemandTec’s services.  We may, in some cases, use words such as “believes,” “expects,” “anticipates,” “plans,” “estimates,” and similar expressions to identify these forward-looking statements.  These forward-looking statements involve risks and uncertainties, as well as assumptions that if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.  The risks and uncertainties include changes in our pricing policies or those of our competitors, fluctuations in demand for our software, our ability to develop and implement in a timely manner new software and enhancements that meet customer requirements, customer timely payment of invoices, any significant changes in the competitive dynamics of our market, including new entrants or substantial discounting of products, general economic conditions in the retail and consumer products markets, adverse economic conditions, the success of our acquisitions, and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission (“SEC”). More information about these and other risks that may impact DemandTec’s business are set forth in DemandTec’s Annual Report on Form 10-K, as well as subsequent reports filed with the SEC.  All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.  Any future products, features or related specifications that may be referenced in this release are for information purposes only and are not commitments to deliver any technology or enhancement.  DemandTec reserves the right to modify future product plans at any time.

 



 

Non-GAAP Financial Measures

In addition to disclosing financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP), this press release and the accompanying tables contain non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons why management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled “Use of Non-GAAP Financial Measures”, as well as the related tables. We anticipate disclosing forward-looking non-GAAP financial information in our conference call to discuss our fourth quarter and full fiscal year 2011 results, including an estimate of revenue, non-GAAP operating income and net earnings per share for the first quarter and full year fiscal 2012 that excludes stock-based compensation expenses, amortization of purchased intangible assets, acquisition-related costs and restructuring costs.  We cannot readily estimate our expected stock-based compensation expenses for these future periods, as they depend upon such factors as our future stock price for purposes of computation.

 

A copy of this press release can be found on the investor relations page of DemandTec’s website at www.demandtec.com.

 

Investor Contact:
Tim Shanahan, DemandTec, Inc.

(650) 645-7103

tim.shanahan@demandtec.com

 

Media Contact

Karen Cohen, DemandTec, Inc.

(650) 645-7126

Karen.cohen@demandtec.com

 

DemandTec and the DemandTec logo are registered trademarks of DemandTec, Inc.  All other trademarks are the property of their respective owners.

 

Source: DemandTec, Inc. (DMAN)

 



 

 

 

DemandTec, Inc.
Condensed Consolidated Balance Sheets
(in thousands)

 

 

 

February 28,

 

February 28,

 

 

 

2011

 

2010

 

 

 

(Unaudited)

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

26,583

 

$

21,335

 

Marketable securities

 

40,834

 

36,068

 

Accounts receivable, net of allowances

 

9,357

 

13,984

 

Other current assets

 

3,548

 

3,127

 

Total current assets

 

80,322

 

74,514

 

 

 

 

 

 

 

Marketable securities, non-current

 

5,563

 

9,881

 

Property, equipment and leasehold improvements, net

 

6,556

 

4,777

 

Intangible assets

 

2,714

 

4,328

 

Goodwill

 

18,828

 

16,599

 

Other assets

 

1,112

 

563

 

Total assets

 

$

115,095

 

$

110,662

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

13,084

 

$

12,875

 

Deferred revenue

 

41,121

 

38,462

 

Merger consideration payable

 

 

1,000

 

Total current liabilities

 

54,205

 

52,337

 

 

 

 

 

 

 

Deferred revenue, non-current

 

304

 

459

 

Other long-term liabilities

 

1,783

 

928

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

161,537

 

145,629

 

Accumulated other comprehensive income

 

147

 

527

 

Accumulated deficit

 

(102,881

)

(89,218

)

Total stockholders’ equity

 

58,803

 

56,938

 

Total liabilities and stockholders’ equity

 

$

115,095

 

$

110,662

 

 



 

 

 

DemandTec, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)

 

 

 

Year Ended February 28,

 

Three Months Ended February 28,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

82,418

 

$

79,052

 

$

22,315

 

$

19,623

 

Cost of revenue

 

29,232

 

25,760

 

7,568

 

6,395

 

Gross profit

 

53,186

 

53,292

 

14,747

 

13,228

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

32,299

 

32,279

 

8,742

 

8,089

 

Sales and marketing

 

23,613

 

20,828

 

5,997

 

4,916

 

General and administrative

 

9,706

 

9,657

 

2,433

 

2,270

 

Restructuring charges

 

 

775

 

 

 

Amortization of purchased intangible assets

 

1,134

 

2,044

 

334

 

292

 

Total operating expenses

 

66,752

 

65,583

 

17,506

 

15,567

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(13,566

)

(12,291

)

(2,759

)

(2,339

)

Other income, net

 

168

 

306

 

58

 

(242

)

Loss before provision (benefit) for income taxes

 

(13,398

)

(11,985

)

(2,701

)

(2,581

)

Provision (benefit) for income taxes

 

265

 

(148

)

160

 

(8

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(13,663

)

$

(11,837

)

$

(2,861

)

$

(2,573

)

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

 

$

(0.45

)

$

(0.41

)

$

(0.09

)

$

(0.09

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in per share calculation, basic and diluted

 

30,529

 

28,720

 

31,399

 

29,288

 

 



 

 

 

DemandTec, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)

 

 

 

Year Ended February 28,

 

Three Months Ended February 28,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

(unaudited)

 

(unaudited)

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net loss

 

$

(13,663

)

$

(11,837

)

$

(2,861

)

$

(2,573

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

Depreciation

 

3,353

 

3,009

 

919

 

724

 

Stock-based compensation expense

 

10,366

 

9,719

 

2,701

 

2,228

 

Amortization of purchased intangible assets

 

3,037

 

3,906

 

840

 

757

 

Provision for doubtful accounts

 

485

 

25

 

 

 

Other

 

(365

)

(45

)

(412

)

24

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

4,115

 

(3,027

)

8,120

 

236

 

Prepaid expenses and other current assets

 

(660

)

716

 

(154

)

337

 

Other assets

 

(550

)

8

 

(240

)

89

 

Accounts payable and accrued liabilities

 

622

 

1,209

 

1,261

 

(899

)

Accrued compensation

 

40

 

(596

)

2,044

 

1,087

 

Deferred revenue

 

2,456

 

(9,866

)

(8,660

)

360

 

Net cash provided by (used in) operating activities

 

9,236

 

(6,779

)

3,558

 

2,370

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Purchases of property, equipment, and leasehold improvements

 

(5,127

)

(2,513

)

(1,522

)

(1,280

)

Purchases of marketable securities

 

(64,577

)

(61,107

)

(12,280

)

(8,111

)

Maturities of marketable securities

 

64,129

 

69,470

 

20,606

 

13,850

 

Acquisition of AIS

 

(2,675

)

 

(2,675

)

 

Acquisition of Connect3

 

(900

)

(12,544

)

 

 

Acquisition of TradePoint

 

(432

)

 

(6

)

 

Net cash provided by (used in) investing activities

 

(9,582

)

(6,694

)

4,123

 

4,459

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

6,479

 

2,553

 

2,473

 

172

 

Payment of employee withholding tax in lieu of issuing common stock

 

(937

)

 

 

 

Payments on notes payable

 

 

(1,286

)

 

 

Net cash provided by financing activities

 

5,542

 

1,267

 

2,473

 

172

 

Effect of exchange rate changes on cash and cash equivalents

 

52

 

(31

)

50

 

(78

)

Net increase (decrease) in cash and cash equivalents

 

5,248

 

(12,237

)

10,204

 

6,923

 

Cash and cash equivalents at beginning of period

 

21,335

 

33,572

 

16,379

 

14,412

 

Cash and cash equivalents at end of period

 

$

26,583

 

$

21,335

 

$

26,583

 

$

21,335

 

 



 

 

 

DemandTec, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except per share data)
(unaudited)

 

 

 

Year Ended February 28,

 

Three Months Ended February 28,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

GAAP cost of revenue

 

$

29,232

 

$

25,760

 

$

7,568

 

$

6,395

 

Deduct:

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

(1,776

)

(1,732

)

(464

)

(414

)

Amortization of purchased intangible assets

 

(1,903

)

(1,862

)

(506

)

(465

)

Non-GAAP cost of revenue

 

$

25,553

 

$

22,166

 

$

6,598

 

$

5,516

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

53,186

 

$

53,292

 

$

14,747

 

$

13,228

 

Add back:

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

1,776

 

1,732

 

464

 

414

 

Amortization of purchased intangible assets

 

1,903

 

1,862

 

506

 

465

 

Non-GAAP gross profit

 

$

56,865

 

$

56,886

 

$

15,717

 

$

14,107

 

 

 

 

 

 

 

 

 

 

 

GAAP gross margin

 

64.5

%

67.4

%

66.1

%

67.4

%

Add back:

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

2.2

%

2.2

%

2.1

%

2.1

%

Amortization of purchased intangible assets

 

2.3

%

2.4

%

2.2

%

2.4

%

Non-GAAP gross margin

 

69.0

%

72.0

%

70.4

%

71.9

%

 

 

 

 

 

 

 

 

 

 

GAAP research and development expense

 

$

32,299

 

$

32,279

 

$

8,742

 

$

8,089

 

Deduct stock-based compensation

 

(3,422

)

(3,309

)

(979

)

(721

)

Non-GAAP research and development expense

 

$

28,877

 

$

28,970

 

$

7,763

 

$

7,368

 

 

 

 

 

 

 

 

 

 

 

GAAP sales and marketing expense

 

$

23,613

 

$

20,828

 

$

5,997

 

$

4,916

 

Deduct stock-based compensation

 

(2,744

)

(2,411

)

(712

)

(543

)

Non-GAAP sales and marketing expense

 

$

20,869

 

$

18,417

 

$

5,285

 

$

4,373

 

 

 

 

 

 

 

 

 

 

 

GAAP general and administrative expense

 

$

9,706

 

$

9,657

 

$

2,433

 

$

2,270

 

Deduct stock-based compensation

 

(2,424

)

(2,267

)

(546

)

(550

)

Deduct acquisition costs

 

(235

)

 

(235

)

 

Non-GAAP general and administrative expense

 

$

7,047

 

$

7,390

 

$

1,652

 

$

1,720

 

 

 

 

 

 

 

 

 

 

 

GAAP total operating expense

 

$

66,752

 

$

65,583

 

$

17,506

 

$

15,567

 

Deduct:

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

(8,590

)

(7,987

)

(2,237

)

(1,814

)

Amortization of purchased intangible assets

 

(1,134

)

(2,044

)

(334

)

(292

)

Restructuring charges

 

 

(775

)

 

 

Acquisition costs

 

(235

)

 

(235

)

 

Non-GAAP total operating expense

 

$

56,793

 

$

54,777

 

$

14,700

 

$

13,461

 

 

 

 

 

 

 

 

 

 

 

GAAP loss from operations

 

$

(13,566

)

$

(12,291

)

$

(2,759

)

$

(2,339

)

Add back:

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

10,366

 

9,719

 

2,701

 

2,228

 

Amortization of purchased intangible assets

 

3,037

 

3,906

 

840

 

757

 

Restructuring charges

 

 

775

 

 

 

Acquisition costs

 

235

 

 

235

 

 

Non-GAAP income from operations

 

$

72

 

$

2,109

 

$

1,017

 

$

646

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(13,663

)

$

(11,837

)

$

(2,861

)

$

(2,573

)

Add back:

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

10,366

 

9,719

 

2,701

 

2,228

 

Amortization of purchased intangible assets

 

3,037

 

3,906

 

840

 

757

 

Restructuring charges

 

 

775

 

 

 

Acquisition costs

 

235

 

 

235

 

 

Non-GAAP net income (loss)

 

$

(25

)

$

2,563

 

$

915

 

$

412

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss per share

 

$

(0.45

)

$

(0.41

)

$

(0.09

)

$

(0.09

)

Non-GAAP net income per share

 

$

0.00

 

$

0.08

 

$

0.03

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

GAAP weighted average shares outstanding

 

30,529

 

28,720

 

31,399

 

29,288

 

Add back dilutive effect of common stock equivalents on non-GAAP net income

 

 

3,824

 

4,549

 

3,355

 

Non-GAAP weighted average shares outstanding

 

30,529

 

32,544

 

35,948

 

32,643

 

 

 

 

 

 

 

 

 

 

 

GAAP cash flow from operations

 

$

9,236

 

$

(6,779

)

$

3,558

 

$

2,370

 

Deduct purchases of property, equipment and leasehold improvements

 

(5,127

)

(2,513

)

(1,522

)

(1,280

)

Non-GAAP free cash flow

 

$

4,109

 

$

(9,292

)

$

2,036

 

$

1,090

 

 



 

Use of Non-GAAP Financial Measures

The accompanying press release dated March 31, 2011 contains non-GAAP financial measures. The above table reconciles the non-GAAP financial measures in the press release to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP measures include non-GAAP cost of revenue, gross profit, gross margin, operating expenses, income from operations, net income, net income per share amounts, weighted average shares outstanding and free cash flow.

 

Our non-GAAP financial measures exclude costs and expenses for (i) amortization of purchased intangibles, (ii) stock-based compensation, (iii) restructuring charges, and (iv) acquisition-related costs.

 

Amortization of Purchased Intangible Assets. In accordance with GAAP, we amortize intangible assets acquired in connection with our company and technology acquisitions over the estimated useful lives of the assets.  We exclude the amortization of purchased intangible assets from our non-GAAP financial measures because they (i) result from prior acquisitions, rather than the ongoing operating performance of our business, and (ii) absent additional acquisitions, are expected to decline over time as the remaining carrying amounts of these assets are amortized. We believe excluding these costs helps investors compare our financial performance with that of other companies with different acquisition histories. However, we recognize that amortization costs provide a helpful measure of the financial impact and performance of prior acquisitions and consider our non-GAAP financial measures in conjunction with our GAAP financial results that include amortization costs.

 

Stock-Based Compensation Expenses. We exclude stock-based compensation expense associated with equity incentives granted to employees, non-employees and non-executive directors in our non-GAAP financial measures. While stock-based compensation is a significant component of our expenses, we believe that investors may wish to exclude the effects of stock-based compensation expense in comparing our financial performance with that of other companies.

 

Restructuring Charges. We have excluded restructuring charges associated with a reduction in our workforce as a result of synergies gained through our acquisition of Connect3 Systems, Inc., and with the consolidation and relocation of our corporate headquarters, from our non-GAAP financial measures for the twelve months ended February 28, 2010. We have excluded expenses associated with these actions because they are non-recurring and because we believe investors may wish to exclude the effects of these actions in evaluating our financial performance for the quarter.

 

Acquisition-Related Costs. We have excluded acquisition-related costs associated with our acquisitions of M-Factor, Inc., and of certain assets of Applied Intelligence Solutions, LLC, from our non-GAAP financial measures for the three months and twelve months ended February 28, 2011. We have excluded expenses associated with these acquisitions because they are non-recurring and because we believe investors may wish to exclude the effects of these acquisitions in evaluating our financial performance for the quarter.

 

Non-GAAP financial measures should not be considered as a substitute for, or superior to, GAAP financial measures, which should be considered as the primary financial metrics for evaluating our financial performance. Significantly, non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. Instead, they are based on subjective determinations by management designed to supplement our GAAP financial measures. They are subject to a number of important limitations and should be considered only in conjunction with our consolidated financial statements prepared in accordance with GAAP. In addition, our non-GAAP financial measures differ from GAAP measures with the same names, may vary over time and may differ from non-GAAP financial measures with the same or similar names used by other companies. Accordingly, investors should exercise caution when evaluating our non-GAAP financial measures.