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AeroVironment Announces Fiscal 2023 Fourth Quarter and Fiscal Year Results

AVAV

AeroVironment, Inc. (“AeroVironment” or the “Company”) reported today financial results for the fiscal fourth quarter and full year ended April 30, 2023.

Fourth Quarter and Fiscal Year Highlights

  • Record full fiscal year and fourth quarter revenue of $540.5 million and $186.0 million, up 21% and 40% over prior period, respectively
  • Record funded backlog of $424.1 million as of April 30, 2023
  • Company on track for nearly 20% top line growth in fiscal year 2024 with expected revenue of between $630 million and $660 million

“I am pleased to report that, as expected, we had a very strong finish to fiscal 2023 to close out the Company’s best year ever,” said Wahid Nawabi, AeroVironment chairman, president and chief executive officer. “With our record setting revenue and backlog, we are well positioned for another strong growth year in Fiscal 2024. Even though AeroVironment was not selected to proceed further with increment 2 of FTUAS, AeroVironment has never been in better shape with regards to its future than it is today. Given our pipeline, record backlog and global tailwinds supporting our broad portfolio of robotic solutions – bolstered by the strong performance of our systems in Ukraine – we are at the beginning of a new phase of growth that will lead to further attractive returns for our shareholders. Last year was really an inflection point in terms of our long-term strategic vision to build the premier unmanned robotic solutions provider in the world. With expanding markets, a newfound appreciation of our solutions by foreign customers, and broad support for our products here at home, the Company is well positioned for great success going forward.”

FISCAL 2023 FOURTH QUARTER RESULTS

Revenue for the fourth quarter of fiscal 2023 was $186.0 million, an increase of 40% as compared to $132.6 million for the fourth quarter of fiscal 2022, reflecting higher product sales of $67.6 million, partially offset by lower service revenue of $14.1 million. From a segment standpoint, the change year-over-year was primarily due to growth in Small UAS (“SUAS”) of $35.4 million and Tactical Missile Systems (“TMS”) of $22.3 million, partially offset by a $14.7 million decline in Medium UAS (“MUAS”) revenue.

Gross margin for the fourth quarter of fiscal 2023 was $68.4 million, an increase of 41% as compared to $48.6 million for the fourth quarter of fiscal 2022, reflecting higher product margin of $31.1 million, partially offset by lower service gross margin of $11.3 million. As a percentage of revenue, gross margin percentage remained consistent at 37%. Gross margin was negatively impacted by $8.0 million of accelerated depreciation and intangible amortization expense and other related non-cash purchase accounting expenses in the fourth quarter of fiscal 2023 as compared to $3.9 million in the fourth quarter of fiscal 2022.

Impairment of goodwill for the fourth quarter of fiscal 2023 was $156.0 million. In May 2023 notification was received that AV was not down selected for a US DoD program of record, which represented a trigger event that indicated that the carrying value of the MUAS reporting unit exceeded its fair value. As a result of the decrease in expected cash flows a goodwill impairment charge of $156.0 million was recorded.

Loss from operations for the fourth quarter of fiscal 2023 was $165.7 million as compared to income from operations of $13.0 million for the fourth quarter of last fiscal year. The decrease year-over-year was primarily due to the goodwill impairment of $156.0 million recorded during the fourth quarter of fiscal 2023 related to MUAS, higher selling, general and administrative (“SG&A”) expense of $39.7 million, inclusive of $34.1 million of accelerated intangible amortization expenses associated with the closure of all of the Company’s MUAS COCO sites, and higher research and development (“R&D”) expense of $2.8 million, partially offset by an increase in gross margin of $19.8 million.

Other loss, net, for the fourth quarter of fiscal 2023 was $(0.8) million, as compared to other income, net, of $5.3 million for the fourth quarter of last fiscal year. The increase in interest expense was primarily due to an increase in interest rates on the Company’s debt facility. Other loss, net for the fourth quarter of fiscal 2023 includes unrealized gains and losses associated with changes in the fair market value of equity security investments. Other income, net for the fourth quarter of fiscal 2022 included a $6.5 million gain related to the sale of ownership in HAPSMobile Inc.

Benefit from income taxes for the fourth quarter of fiscal 2023 was $(6.3) million, as compared to provision for income taxes of $15.5 million for the fourth quarter of last fiscal year. The increase in benefit from income taxes was primarily due to an increase in loss before income taxes partially offset by non-deductible goodwill impairment expenses.

Equity method investment loss, net of tax, for the fourth quarter of fiscal 2023 was $(0.3) million, as compared to equity method investment income $4.4 million for the fourth quarter of last fiscal year. Subsequent to the sale of the equity interest in HAPSMobile during the three months ended April 30, 2022, equity method investment loss, net of tax no longer includes activity from HAPSMobile.

Net loss attributable to AeroVironment for the fourth quarter of fiscal 2023 was $(160.5) million, or $(6.31) per diluted share, as compared to net income attributable to AeroVironment of $7.3 million, or $0.29 per diluted share, in the prior-year period, respectively. Net loss for the fourth quarter of fiscal 2023 included goodwill impairment charges of $156.0 million and accelerated intangible amortization expenses of $34.1 million.

Non-GAAP adjusted EBITDA for the fourth quarter of fiscal 2023 was approximately $46 million and non-GAAP earnings per diluted share were $0.99, as compared to approximately $29 million and $0.12, respectively, for the fourth quarter of fiscal 2022.

BACKLOG

As of April 30, 2023, funded backlog (defined as remaining performance obligations under firm orders for which funding is currently appropriated to us under a customer contract) was $424.1 million, as compared to $210.8 million as of April 30, 2022.

FISCAL 2024 — OUTLOOK FOR THE FULL YEAR

For fiscal year 2024, the Company expects revenue of between $630 million and $660 million, net income of between $50 and $58 million, Non-GAAP adjusted EBITDA of between $110 million and $120 million, earnings per diluted share of between $1.91 and $2.21 and non-GAAP earnings per diluted share, which excludes amortization of intangible assets, other non-cash purchase accounting expenses and equity securities investments gains or losses, of between $2.30 and $2.60.

The foregoing estimates are forward-looking and reflect management’s view of current and future market conditions, subject to certain risks and uncertainties, including certain assumptions with respect to our ability to efficiently and on a timely basis integrate acquisitions, obtain and retain government contracts, changes in the timing and/or amount of government spending, react to changes in the demand for our products and services, activities of competitors, changes in the regulatory environment, and general economic and business conditions in the United States and elsewhere in the world. Investors are reminded that actual results may differ materially from these estimates.

CONFERENCE CALL AND PRESENTATION

In conjunction with this release, AeroVironment, Inc. will host a conference call today, Tuesday, June 27, 2023, at 4:30 pm Eastern Time that will be webcast live. Wahid Nawabi, chairman, president and chief executive officer, Kevin P. McDonnell, chief financial officer and Jonah Teeter-Balin, senior director corporate development and investor relations, will host the call.

Investors may access the call by registering via the following participant registration link up to ten minutes prior to the start time.

Participant registration URL: https://register.vevent.com/register/BIf8cf27bdf83c46e38f1159f9e5d33d93

Investors may also listen to the live audio webcast via the Investor Relations page of the AeroVironment, Inc. website, http://investor.avinc.com. Please allow 15 minutes prior to the call to download and install any necessary audio software.

A supplementary investor presentation for the fourth quarter fiscal year 2023 can be accessed at https://investor.avinc.com/events-and-presentations.

Audio Replay

An audio replay of the event will be archived on the Investor Relations section of the Company's website at http://investor.avinc.com.

ABOUT AEROVIRONMENT, INC.

AeroVironment (NASDAQ: AVAV) provides technology solutions at the intersection of robotics, sensors, software analytics and connectivity that deliver more actionable intelligence so you can Proceed with Certainty. Headquartered in Virginia, AeroVironment is a global leader in intelligent, multi-domain robotic systems, and serves defense, government and commercial customers. For more information, visit www.avinc.com.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements.

Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the impact of our ability to successfully integrate acquisitions into our operations and avoid disruptions from acquisition transactions that will harm our business; the recording of goodwill and other intangible assets as part of acquisitions that are subject to potential impairments in the future and any realization of such impairments; any disruptions or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in components for our products; the ability to timely and sufficiently integrate international operations into our ongoing business and compliance programs; reliance on sales to the U.S. government, including uncertainties in classification, pricing or potentially burdensome imposed terms for certain types of government contracts; availability of U.S. government funding for defense procurement and R&D programs; changes in the timing and/or amount of government spending; our reliance on limited relationships to fund our development of HAPS UAS; our ability to perform under existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; potential need for changes in our long-term strategy in response to future developments; the extensive and increasing regulatory requirements governing our contracts with the U.S. government and international customers; the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements; unexpected technical and marketing difficulties inherent in major research and product development efforts; the impact of potential security and cyber threats or the risk of unauthorized access to our, our customers’ and/or our suppliers’ information and systems; changes in the supply and/or demand and/or prices for our products and services; increased competition; uncertainty in the customer adoption rate of commercial use unmanned aircraft systems; failure to remain a market innovator, to create new market opportunities or to expand into new markets; unexpected changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; unfavorable results in legal proceedings; our ability to respond and adapt to unexpected legal, regulatory and government budgetary changes, including those resulting from the COVID-19 pandemic or future pandemics, such as supply chain disruptions and delays, potential governmentally-mandated shutdowns, travel restrictions and site access, diversion of government resources to non-defense priorities, and other business restrictions affecting our ability to manufacture and sell our products and provide our services; our ability to comply with the covenants in our loan documents; our ability to attract and retain skilled employees; the impact of inflation; and general economic and business conditions in the United States and elsewhere in the world; and the failure to establish and maintain effective internal control over financial reporting. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. See in the financial tables below the calculation of these measures, the reasons why we believe these measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures.

AeroVironment, Inc.

Consolidated Statements of Operations

(In thousands except share and per share data)

Three Months Ended

Year Ended

April 30,

April 30,

April 30,

April 30,

2023

2022

2023

2022

(Unaudited)

(Unaudited)

Revenue:

Product sales

$

141,529

$

73,970

$

353,062

$

240,683

Contract services

44,512

58,652

187,474

205,049

186,041

132,622

540,536

445,732

Cost of sales:

Product sales

76,209

39,775

203,419

140,596

Contract services

41,432

44,225

163,603

163,900

117,641

84,000

367,022

304,496

Gross margin:

Product sales

65,320

34,195

149,643

100,087

Contract services

3,080

14,427

23,871

41,149

68,400

48,622

173,514

141,236

Selling, general and administrative

61,603

21,938

131,905

96,434

Research and development

16,462

13,671

64,255

54,689

Impairment of goodwill

156,017

156,017

(Loss) income from operations

(165,682

)

13,013

(178,663

)

(9,887

)

Other (loss) income:

Interest expense, net

(2,646

)

(1,276

)

(9,368

)

(5,440

)

Other income (expense), net

1,837

47

(346

)

(10,313

)

Sale of ownership in HAPSMobile Inc. joint venture

6,497

6,497

(Loss) income before income taxes

(166,491

)

18,281

(188,377

)

(19,143

)

(Benefit from) provision for income taxes

(6,281

)

15,495

(14,663

)

(10,369

)

Equity method investment (loss) income, net of tax

(263

)

4,426

(2,453

)

4,589

Net (loss) income

(160,473

)

7,212

(176,167

)

(4,185

)

Net loss (income) attributable to noncontrolling interest

46

(45

)

(3

)

Net (loss) income attributable to AeroVironment, Inc.

$

(160,473

)

$

7,258

$

(176,212

)

$

(4,188

)

Net (loss) income per share attributable to AeroVironment, Inc.

Basic

$

(6.31

)

$

0.29

$

(7.04

)

$

(0.17

)

Diluted

$

(6.31

)

$

0.29

$

(7.04

)

$

(0.17

)

Weighted-average shares outstanding:

Basic

25,451,034

24,768,901

25,044,881

24,685,534

Diluted

25,451,034

24,936,176

25,044,881

24,685,534

AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share data)

April 30,

2023

2022

Assets

(Unaudited)

Current assets:

Cash and cash equivalents

$

132,859

$

77,231

Short-term investments

24,716

Accounts receivable, net of allowance for doubtful accounts of $156 at April 30, 2023 and $592 at April 30, 2022

87,633

60,170

Unbilled receivables and retentions

105,653

104,194

Inventories, net

138,814

90,629

Income taxes receivable

442

Prepaid expenses and other current assets

12,043

11,527

Total current assets

477,002

368,909

Long-term investments

23,613

15,433

Property and equipment, net

39,795

62,296

Operating lease right-of-use assets

27,363

26,769

Deferred income taxes

27,206

7,290

Intangibles, net

43,577

97,224

Goodwill

180,801

334,347

Other assets

5,220

1,932

Total assets

$

824,577

$

914,200

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

31,355

$

19,244

Wages and related accruals

35,637

25,398

Customer advances

16,645

8,968

Current portion of long-term debt

7,500

10,000

Current operating lease liabilities

8,229

6,819

Income taxes payable

2,342

759

Other current liabilities

19,626

30,203

Total current liabilities

121,334

101,391

Long-term debt, net of current portion

125,904

177,840

Non-current operating lease liabilities

21,189

21,915

Other non-current liabilities

746

768

Liability for uncertain tax positions

2,705

1,450

Deferred income taxes

1,729

2,626

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.0001 par value:

Authorized shares—10,000,000; none issued or outstanding at April 30, 2023 and April 30, 2022

Common stock, $0.0001 par value:

Authorized shares—100,000,000

Issued and outstanding shares—26,216,897 shares at April 30, 2023 and 24,951,287 shares at April 30, 2022

4

2

Additional paid-in capital

384,397

267,248

Accumulated other comprehensive loss

(4,452

)

(6,514

)

Retained earnings

171,021

347,233

Total AeroVironment, Inc. stockholders’ equity

550,970

607,969

Noncontrolling interest

241

Total equity

550,970

608,210

Total liabilities and stockholders’ equity

$

824,577

$

914,200

AeroVironment, Inc.

Consolidated Statements of Cash Flows

(In thousands)

Year Ended April 30,

2023

2022

2021

(Unaudited)

Operating activities

Net (loss) income

$

(176,167

)

$

(4,185

)

$

23,345

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

Depreciation and amortization

99,999

60,825

19,262

Impairment of goodwill

156,017

Loss (income) from equity method investments

2,453

(5,889

)

10,481

Loss on deconsolidation of previously controlled subsidiary

189

Amortization of debt issuance costs

845

789

145

Realized gain from sale of available-for-sale investments

(11

)

Provision for doubtful accounts

99

(6

)

(114

)

Reserve for inventory excess and obsolescence

8,136

2,271

1,178

Other non-cash expense (income), net

1,995

649

(449

)

Non-cash lease expense

8,048

6,814

5,150

Loss on foreign currency transactions

119

233

1

Unrealized loss on available-for-sale equity securities, net

132

Deferred income taxes

(18,661

)

(7,282

)

(1,694

)

Stock-based compensation

10,765

5,390

6,932

Loss on disposal of property and equipment

1,497

8,277

123

Amortization of debt securities discount

125

242

309

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(27,423

)

3,084

17,177

Unbilled receivables and retentions

(1,446

)

(31,883

)

8,381

Inventories

(61,846

)

(29,431

)

(6,357

)

Income taxes receivable

442

(442

)

Prepaid expenses and other assets

(3,821

)

(4,534

)

(6,104

)

Accounts payable

12,538

(7,044

)

2,565

Other liabilities

(2,635

)

(7,496

)

6,212

Net cash provided by (used in) operating activities

11,400

(9,618

)

86,532

Investing activities

Acquisition of property and equipment

(14,868

)

(22,289

)

(11,263

)

Equity method investments

(5,778

)

(6,884

)

(2,675

)

Equity security investments

(5,100

)

Business acquisitions, net of cash acquired

(5,105

)

(46,150

)

(385,614

)

Proceeds from sale of ownership in equity method investment

6,497

Proceeds from loan repayment

4,345

Proceeds from deconsolidation of previously controlled subsidiary, net of cash deconsolidated

(635

)

Redemptions of available-for-sale investments

26,059

35,851

146,425

Purchases of available-for-sale investments

(1,326

)

(23,882

)

(125,644

)

Other

(250

)

224

Net cash used in investing activities

(7,003

)

(52,288

)

(378,771

)

Financing activities

Principal payments of term loan

(55,000

)

(10,000

)

Holdback and retention payments for business acquisition

(7,814

)

(1,492

)

Proceeds from shares issued, net of issuance costs

104,649

Tax withholding payment related to net settlement of equity awards

(1,065

)

(1,245

)

(1,992

)

Exercise of stock options

2,278

2,776

1,522

Payment of debt issuance costs

(293

)

(3,878

)

Proceeds from long-term debt

200,000

Other

(28

)

(31

)

Net cash provided by (used in) financing activities

50,834

(16,607

)

194,160

Effects of currency translation on cash and cash equivalents

397

(1,319

)

Net increase (decrease) in cash, cash equivalents, and restricted cash

55,628

(79,832

)

(98,079

)

Cash, cash equivalents and restricted cash at beginning of period

77,231

157,063

255,142

Cash, cash equivalents and restricted cash at end of period

$

132,859

$

77,231

$

157,063

Supplemental disclosures of cash flow information

Cash paid, net during the period for:

Income taxes

$

2,911

$

1,879

$

2,405

Interest

$

10,229

$

5,025

$

Non-cash activities

Unrealized (gain) loss on investments, net of deferred tax expense of $0, $8, and $1 for the fiscal years ended 2023, 2022 and 2021, respectively

$

53

$

(43

)

$

(60

)

Issuance of common stock for business acquisition

$

$

$

72,384

Change in foreign currency translation adjustments

$

2,009

$

(6,814

)

$

75

Issuances of inventory to property and equipment, ISR in-service assets

$

6,306

$

17,481

$

769

Acquisitions of property and equipment included in accounts payable

$

721

$

1,117

$

756

AeroVironment, Inc.

Reportable Segment Results (Unaudited)

(In thousands)

Three Months Ended April 30, 2023

SUAS

TMS

MUAS

All other

Total

Revenue

$

94,595

$

42,497

$

8,379

$

40,570

$

186,041

Gross margin

54,819

14,513

(14,390

)

13,458

68,400

Income (loss) from operations

40,219

7,230

(215,917

)

2,786

(165,682

)

Impairment of goodwill and accelerated amortization

-

-

190,166

-

190,166

Acquisition-related expenses

-

-

135

61

196

Amortization of acquired intangible assets and other purchase accounting adjustments

669

-

5,516

1,284

7,469

Adjusted income (loss) from operations

$

40,888

$

7,230

$

(20,100

)

$

4,131

$

32,149

Three Months Ended April 30, 2022

SUAS

TMS

MUAS

All other

Total

Revenue

$

59,198

$

20,217

$

23,083

$

30,124

$

132,622

Gross margin

30,429

7,065

416

10,712

48,622

Income (loss) from operations

17,251

(1,414

)

(5,710

)

2,886

13,013

Acquisition-related expenses

-

-

221

148

369

Amortization of acquired intangible assets and other purchase accounting adjustments

707

-

4,986

2,211

7,904

Adjusted income (loss) from operations

$

17,958

$

(1,414

)

$

(503

)

$

5,245

$

21,286

AeroVironment, Inc.

Reconciliation of non-GAAP Earnings per Diluted Share (Unaudited)

Three Months
Ended

Three Months
Ended

Year Ended

Year Ended

April 30, 2023

April 30, 2022

April 30, 2023

April 30, 2022

(Loss) earnings per diluted share

$

(6.31

)

$

0.29

$

(7.04

)

$

(0.17

)

Acquisition-related expenses

0.01

0.02

0.05

0.18

Amortization of acquired intangible assets and other purchase accounting adjustments

0.23

0.25

0.92

1.17

Equity method and equity securities investments activity, net

(0.06

)

(0.18

)

0.10

(0.19

)

Goodwill impairment

6.10

6.19

Accelerated intangible amortization

1.02

1.04

Sale of ownership in HAPSMobile Inc. joint venture

(0.26

)

(0.25

)

Legal accrual related to our former EES business

0.32

Earnings per diluted share as adjusted (Non-GAAP)

$

0.99

$

0.12

$

1.26

$

1.06

Reconciliation of non-GAAP adjusted EBITDA (Unaudited)

Three Months
Ended

Three Months
Ended

Year Ended

Year Ended

(in millions)

April 30, 2023

April 30, 2022

April 30, 2023

April 30, 2022

Net (loss) income

$

(160

)

$

7

$

(176

)

$

(4

)

Interest expense, net

3

1

9

5

Provision for (benefit from) income taxes

(7

)

15

(15

)

(10

)

Depreciation and amortization

52

14

100

61

EBITDA (Non-GAAP)

(112

)

37

(82

)

52

Amortization of purchase accounting adjustment included in loss on disposal of property and equipment

1

Amortization of cloud computing arrangement implementation

1

Stock-based compensation

4

2

11

5

Equity method and equity securities investments activity, net

(2

)

(4

)

3

(5

)

Acquisition-related expenses

1

5

Goodwill impairment

156

156

Sale of ownership in HAPSMobile Inc. joint venture

(6

)

(6

)

Legal accrual related to our former EES business

10

Adjusted EBITDA (Non-GAAP)

$

46

$

29

$

90

$

62

Reconciliation of Forecast Earnings per Diluted Share (Unaudited)

Fiscal year ending

April 30, 2024

Forecast earnings per diluted share

$

1.91 - 2.21

Acquisition-related expenses

0.01

Amortization of acquired intangible assets and other purchase accounting adjustments

0.34

Equity method and equity securities investments activity, net

0.04

Forecast earnings per diluted share as adjusted (Non-GAAP)

$

2.30 - 2.60

Reconciliation of 2024 Forecast and Fiscal Year 2023 Actual Non-GAAP adjusted EBITDA (Unaudited)

Fiscal year ending

Fiscal year ended

(in millions)

April 30, 2024

April 30, 2023

Net income (loss)

$

50 - 58

$

(176

)

Interest expense, net

8

9

Provision for income taxes

4 - 6

(15

)

Depreciation and amortization

35

100

EBITDA (Non-GAAP)

97 - 107

(82

)

Amortization of cloud computing arrangement implementation

1

Stock-based compensation

12

11

Equity method and equity securities investments activity, net

1

3

Acquisition-related expenses

1

Goodwill impairment

156

Adjusted EBITDA (Non-GAAP)

$

110 - 120

$

90

Statement Regarding Non-GAAP Measures

The non-GAAP measures set forth above should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing our results that, when reconciled to the corresponding GAAP measures, help our investors to understand the long-term profitability trends of our business and compare our profitability to prior and future periods and to our peers. In addition, management uses these non-GAAP measures to evaluate our operating and financial performance.

Non-GAAP Adjusted Operating Income

Adjusted operating income is defined as operating income before intangible amortization, amortization of non-cash purchase accounting adjustments, goodwill impairment and acquisition related expenses.

Non-GAAP Earnings per Diluted Share

We exclude the acquisition-related expenses, amortization of acquisition-related intangible assets, equity securities investments gains or losses, goodwill impairment and one-time non-operating items because we believe this facilitates more consistent comparisons of operating results over time between our newly acquired and existing businesses, and with our peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization will recur in future periods until such intangible assets have been fully amortized.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA is defined as net income before interest income, interest expense, income tax expense (benefit) and depreciation and amortization including amortization of purchase accounting adjustments, adjusted for the impact of certain other non-cash items, including amortization of implementation of cloud computing arrangements, stock-based compensation, acquisition related expenses, equity method investment gains or losses, equity securities investments gains or losses, goodwill impairment and one-time non-operating gains or losses. We present Adjusted EBITDA, which is not a recognized financial measure under U.S. GAAP, because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe this facilitates more consistent comparisons of operating results over time between our newly acquired and existing businesses, and with our peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation, intangible asset amortization will recur in future periods until such intangible assets have been fully amortized and that interest and income tax expenses will recur in future periods. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.



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