Arena Group Holdings, Inc.

Previous wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(dollar in thousands, other than RPM)

Previous wording

The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2025 and2024should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 included in the Annual Report on Form 10-K filed with the SEC on April 15, 2025. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.”

Current wording

The following discussion and analysis of our financial condition and results of operations for the three andsix months ended June 30, 2025 and 2024 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 included in the Annual Report on Form 10-K filed with the SEC on April 15, 2025. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.”

Previous wording

The Arena Group Holdings, Inc. (the “Company,” “Arena Group,” “we,” “our,” or “us”), is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform (the “Platform”) empowering publishers who impact, inform, educate, and entertain. Our strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports & leisure, lifestyle, and finance) where we can leverage the strength of our core brands to grow our audience and increase monetization both within our core brands as well as for our media publisher partners (each, a “Publisher Partner”). Our focus is on leveraging our Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients, and our greater than 20 owned and operated properties as well as properties we run on behalf of independent Publisher Partners. We own and operate Athlon Sports, TheStreet, The Spun, Parade, Men’s Journal, HubPages, Men’s Fitness, Autoblog, and Adventure Network, and also power more than 150 independent Publisher Partners.

Current wording

The Arena Group Holdings, Inc. (the “Company,” “Arena Group,” “we,” “our,” or “us”), is a media company that leverages technology to build deep content verticals powered by anchor brands and a digital media platform (the “Platform”) empowering publishers who impact, inform, educate, and entertain. Our strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports & leisure, lifestyle, and finance) where we can leverage our core brands to grow our audience and increase monetization both within our core brands as well as for our media publisher partners (each, a “Publisher Partner”). Our focus is on leveraging our Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients, and our greater than 20 owned and operated properties as well as properties we run on behalf of independent Publisher Partners. We own and operate Athlon Sports, TheStreet, The Spun, Parade, Men’s Journal, HubPages, Men’s Fitness, Autoblog, and Adventure Network, and also power more than 150 independent Publisher Partners.

Previous wording

Each Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while optimizing the performance of the Publisher Partner. Publisher Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated with their content. Because of the state-of-the-art technology and large scale of the Platform and our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually benefit from our ongoing technological advances and audience development expertise. While the Publisher Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs. While the Publisher Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs. Additionally, we believe the lead brands within our verticals create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.

Current wording

Each Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while optimizing the performance of the Publisher Partner. Publisher Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated with their content. Because of the scale of the Platform and our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually benefit from our ongoing technological advances and audience development expertise. While the Publisher Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs. Additionally, we believe the lead brands within our verticals create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.

Previous wording

We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition. Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. As indicated in the Results of Operations section below, for the three months ended March 31, 2025, digital advertising revenue decreased by approximately 4%, as compared to the same period in fiscal 2024. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.

Current wording

We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition. Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.

Previous wording

For pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average pageviews. RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers.

Current wording

For pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average page views. RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers.

Previous wording

Monthly average pageviews are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and effective page management and are therefore our primary measure of traffic. We utilize a third-party source, Google Analytics, to confirm this traffic data.

Current wording

Monthly average page views are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and effective page management and are therefore our primary measure of traffic. We utilize a third-party source, Google Analytics, to confirm this traffic data.

Previous wording

Our accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Current wording

Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our condensed consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern.

Previous wording

For the three months ended March 31, 2025, we had net income from continuing operations of $3,997, and as of March 31, 2025, had cash on hand of $2,902 and a working capital deficit of $80,622. Management has evaluated our working capital deficit and historical losses to determine if the significance of those conditions or events would limit our ability to meet our obligations when due, including under the Simplify Loan and Term Debt (as defined in our accompanying condensed consolidated financial statement in Notes 8 and 9). In its evaluation, management determined that substantial doubt exists about our ability to continue as a going concern for a one-year period following the financial statement issuance date due our historical losses and working capital deficit.

Current wording

For the three andsix months ended June 30, 2025, we had net income from continuing operations of $12,412 and $16,409, respectively, and as of June 30, 2025, had cash on hand of $6,771 and working capital of $23,202.

Previous wording

As of March 31, 2025, our principal sources of liquidity consisted of cash of $2,902 and accounts receivable from continuing operations, net of our allowance for credit losses, of $31,561. In addition, as of March 31, 2025, we had $42,849 available for additional use under our working capital loan with Simplify. As of March 31, 2025, the outstanding balance of the Simplify working capital loan was $7,151. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $2,869.

Current wording

As of June 30, 2025, our principal sources of liquidity consisted of cash of$6,771 and accounts receivable, net of allowance for credit losses, of$40,077. In addition, as of June 30, 2025, we had$47,349 available for additional use under our working capital loan with Simplify. As of June 30, 2025, the outstanding balance of the Simplify working capital loan was$2,651. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $6,780.

Previous wording

In connection with our discontinued operations from the discontinuance of the Sports Illustrated media business, we recorded the termination fee liability of $45,000 and recognized a loss on impairment of assets of $39,391 for the three months ended March 31, 2024. As a result of this discontinuance, our total liabilities from the discontinued operations were $96,056 as of March 31, 2025.

Current wording

In connection with our discontinued operations from the discontinuance of the Sports Illustrated media business, we recorded the termination fee liability of $45,000 and recognized a loss on impairment of assets of $39,391 for the six months ended June 30, 2024. On April 29, 2025, the Company entered into a confidential settlement agreement resolving this matter with outstanding liabilities being released by all sides, including forfeiture of warrants held by ABG.

Previous wording

Income (loss) from our discontinued operations, net of tax, was $23 and ($90,638) for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Income (loss) from our discontinued operations, net of tax, was $96,250 and $(91,887) for thesix months ended June 30, 2025 and 2024, respectively.

Previous wording

Further details are provided in our accompanying condensed consolidated financial statements in Note 2,Discontinued Operations, related to our discontinued operations and Note 18,Subsequent Events, regarding the settlement of an action filed by ABG Group against the Company and Manoj Bhargava on April 1, 2024.

Current wording

Further details are provided in our accompanying condensed consolidated financial statements in Note 2, Discontinued Operations, related to our discontinued operations and Note 18, Commitments and Contingencies, regarding the settlement of an action filed by ABG Group against the Company and Manoj Bhargava on April 1, 2024.

Previous wording

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital deficit as of March 31, 2025 and December 31, 2024 was as follows:

Current wording

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus (deficit) as of June 30, 2025 and December 31, 2024 is as follows:

Previous wording

As of March 31, 2025, we had a working capital deficit of $80,622, as compared to $82,022 as of December 31, 2024, consisting of $39,145 in total current assets and $119,767 in total current liabilities. As of December 31, 2024, our working capital deficit consisted of $40,234 in total current assets and $122,256 in total current liabilities.

Current wording

As of June 30, 2025, we had working capital of $23,202, consisting of $51,413 in total current assets and $28,211 in total current liabilities as compared to a working capital deficit of $82,022 as of December 31, 2024. As of December 31, 2024, our working capital deficit consisted of $40,234 in total current assets and $122,256 in total current liabilities. The change in working capital is the result of the reversal of several accruals related to discontinued operations.

Previous wording

Our cash flows for the three months ended March 31, 2025 and 2024 consisted of the following:

Current wording

Our cash flows for the six months ended June 30, 2025 and 2024 consisted of the following:

Previous wording

For the three months ended March 31, 2025, net cash provided by operating activities was $3,662, consisting primarily of $30,272 of cash received from customers, offset by $23,637 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $2,973 of cash paid for interest. For the three months ended March 31, 2024, net cash used in operating activities was $1,965, consisting primarily of $57,633 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $964 of cash paid for interest, offset by $56,632 of cash received from customers.

Current wording

For thesix months ended June 30, 2025, net cash provided by operating activities was $13,970, consisting primarily of $21,501 of cash received from customers, offset by, $1,645 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $5,886 of cash paid for interest. For thesix months ended June 30, 2024, net cash used in operating activities was $5,161, consisting primarily of $90,094 of cash received from customers, offset by (i) $52,633 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, and professional services, (ii) an asset impairment of $40,589 and (iii) $2,033 of cash paid for interest.

Previous wording

For the three months ended March 31, 2025, net cash used in investing activities consisted of $1,618 for capitalized costs for our Platform. For the three months ended March 31, 2024, net cash used in investing activities was $713 consisting of capitalized costs for our Platform.

Current wording

For the six months ended June 30, 2025, net cash used in investing activities consisted of $3,545 for capitalized costs for our Platform. For the six months ended June 30, 2024, net cash used in investing activities was $1,512 consisting of (i) $27 for purchase of property and equipment and (ii) $1,485 for capitalized costs for our Platform.

Previous wording

For the three months ended March 31, 2025, net cash used in financing activities was $3,504, consisting of (i) $4 for tax payments relating to the withholding of shares of common stock for certain employees, and (ii) $3,500 for repayments of the Simplify Loan. For the three months ended March 31, 2024, net cash used in financing activities was $2,603, consisting of (i) $2,263 for the payment of the Fexy put option, (ii) $19,609 from repayment of our line of credit with SLR Digital Finance LLC (“SLR”) and (iii) $479 for tax payments relating to the withholding of shares of common stock for certain employees, less (iv) $12,000 in net proceeds from the common stock private placement, and (v) $7,748 in net proceeds from our working capital loan with Simplify.

Current wording

For the six months ended June 30, 2025, net cash used in financing activities was $8,016, consisting of (i) $16 for tax payments relating to the withholding of shares of common stock for certain employees, and (ii) $8,000 for repayments of the Simplify Loan. For thesix months ended June 30, 2024, net cash provided by financing activities was $3,474, consisting of (i) $561 for the payment of the contingent consideration, (ii) $20,027 from repayment of our line of credit with SLR Digital Finance LLC (“SLR”), (iii) $200 from payments of deferred cash payment and (iv) $486 for tax payments relating to the withholding of shares of common stock for certain employees, less (v) $12,000 in net proceeds from the common stock private placement, and (vi) $12,748 in net proceeds from our working capital loan with Simplify.

Previous wording

For the three months ended March 31, 2025, the net income from continuing operations improved $16,717 to $3,997, as compared to our prior period net loss of $12,720. This improvement was primarily due to a $8,577 decrease in operating expenses as a result of headcount and consulting spend reductions.

Current wording

For the three months ended June 30, 2025, income from continuing operations improved $17,829 to $12,412, as compared to our prior period loss from continuing operations of $6,938. This improvement was primarily due to a $17,829 increase in revenues and a $4,273 decrease in operating expenses as a result of headcount and consulting spend reductions.

Previous wording

For the three months ended March 31, 2025, we had gross profit of $15,669, as compared to $8,933 for the three months ended March 31, 2024, an increase of $6,736. Gross profit percentage for the three months ended March 31, 2025 was 49.3%, as compared to 30.9% for the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, we had gross profit of $25,435, as compared to $10,718 for the three months ended June 30, 2024, an increase of $14,717. Gross profit percentage for the three months ended June 30, 2025 was 56.5%, as compared to 39.4% for the three months ended June 30, 2024.

Previous wording

For the three months ended March 31, 2025, total revenue increased $2,874, or a 9.9% increase, to $31,815 from $28,941 for the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, total revenue increased $17,829, or a 65.6% increase, to $45,012 from $27,183 for the three months ended June 30, 2024.

Previous wording

For the three months ended March 31, 2025, we incurred general and administrative costs of $5,283 as compared to $10,135 for the three months ended March 31, 2024. The $4,852 decrease in general and administrative expenses is primarily due to decreases in stock-based compensation of $332, and payroll and related expenses of $2,950 as a result of headcount and consulting spend reductions, professional services, including accounting, legal and insurance of $840, and other general and administrative expenses of $730.

Current wording

For the three months ended June 30, 2025, we incurred general and administrative expenses of $6,200 as compared to $8,632 for the three months ended June 30, 2024. The $2,432 decrease in general and administrative expenses is primarily due to decreases in stock-based compensation of $94, payroll and related expenses of $1,036 as a result of headcount and consulting spend reductions, professional services, including accounting, legal and insurance of $1,276, and other general and administrative expenses of $26.

Previous wording

Income Taxes – We recorded a provision for income taxes of $286 for the three months ended March 31, 2025, as compared to $41 for the three months ended March 31, 2024. The increase in our provision for income tax of $245 was primarily related to our expected annual effective tax rate increase as a result of improved operating results.

Current wording

Income Taxes – We recorded a provision for income taxes of $979 for the three months ended June 30, 2025, as compared to $35 for the three months ended June 30, 2024. The increase in our provision for income tax of $944 was primarily related to our expected annual effective tax rate increase as a result of improved operating results.

Previous wording

There was a 10.3% increase in digital revenue from $28,668 for the three months ended March 31, 2024 to $31,608 for the three months ended March 31, 2025. The primary drivers of the increase include an increase in performance marketing revenue of $4,118 due to growth of our affiliate partner network and expansion of the performance marketing model across our portfolio and an increase in publisher revenue of $1,001. These increases were partially offset by a $931 decrease in our digital advertising revenue driven primarily by the cessation of publishing of FanNation sites in early 2024, a decrease in our digital subscriptions of $663 due to a decline in subscribers, and a decrease in other digital revenue of $585. The reflected decrease in print revenue of $66 was due primarily to the shutdown of the Athlon Outdoor print operations.

Current wording

The primary drivers of the increase include a $10,043 increase in our digital advertising revenue due to expansion of our competitive publishing model across the portfolio, an increase in performance marketing revenue of $8,311 due to growth of our affiliate partner network and expansion of the performance marketing model across our portfolio and an increase in publisher revenue of $4,340 due to growth of our publisher revenue network and an increase in brand participation in our publisher revenue model across the portfolio. These increases were partially offset by a decrease in our digital subscriptions of $554 due toa decline in subscribers, and a decrease in other digital revenue of $863. The decrease in print revenue of $574 is due primarily to the shutdown of the Athlon Outdoor print operations.

Previous wording

For the three months ended March 31, 2025, we recognized cost of revenue of $16,146 as compared to $20,008 for the three months ended March 31, 2024, representing a decrease of $3,862. Cost of revenue for the three months ended March 31, 2025 was impacted by decreases in printing, distribution and fulfillment costs of $67 due to the shutdown of Athlon Outdoor print operations, amortization of developed technology and platform development costs of $273, technology costs of $1,053, internal cost of content of $181, and external cost of content of $2,262 driven by the cessation of publishing of FanNation sites in early 2024, and a decrease in other costs of revenue of $26.

Current wording

For the six months ended June 30, 2025, we recognized cost of revenue of $35,723 as compared to $36,473 for the six months ended June 30, 2024, representing a decrease of $750. Cost of revenue for the six months ended June 30, 2025 was impacted by an increase in external cost of content of $2,253, which is directly correlated with the expansion of our competitive publishing model across the portfolio, partially offset by decreases in printing, distribution and fulfillment costs of $633 due to the shutdown of Athlon Outdoor print operations, amortization of developed technology and platform development costs of $672, technology costs of $1,408, internal cost of content of $200, and other costs of revenue of $90.

Previous wording

For the three months ended March 31, 2025, we incurred selling and marketing costs of $2,134 as compared to $4,564 for the three months ended March 31, 2024. The decrease in selling and marketing costs of $2,430 is primarily related to decreases in payroll and employee benefits costs of $1,991 due to a reduction in direct sales workforce. In addition, there were decreases in advertising costs of $283, circulation costs of $47, stock-based compensation of $83, and other selling and marketing expenses of $234, partially offset by an increase in professional marketing services of $208.

Current wording

For the six months ended June 30, 2025, we incurred selling and marketing expenses of $4,076 as compared to $8,315 for the six months ended June 30, 2024. The decrease in selling and marketing expenses of $4,239 is primarily related to decreases in payroll and employee benefits costs of $3,151 due to a reduction in direct sales workforce. In addition, there were decreases in advertising costs of $673, circulation costs of $158, stock-based compensation of $98, and other selling and marketing expenses of $341; partially offset by an increase in professional marketing services of $182.

Previous wording

Change in Fair Value of Contingent Consideration – The change in fair value of contingent consideration for the three months ended March 31, 2024 of $313, represents the change in fair value of the put option on our common stock in connection with the acquisition of Fexy, where in connection with the acquisition we issued 274,692 shares of our common stock that was subject to a put option under certain conditions (as further described in Note 7,Fair Value, in our accompanying condensed consolidated financial statements).

Current wording

Change in Fair Value of Contingent Consideration – The change in fair value of contingent consideration for the six months ended June 30, 2025 of $313, represents the change in fair value of the put option on our common stock in connection with the acquisition of Fexy Studios, where in connection with the acquisition we issued 274,692 shares of our common stock that was subject to a put option under certain conditions (as further described in Note 8, Fair Value, in our accompanying condensed consolidated financial statements).

Previous wording

Interest Expense – We incurred interest expense, net of $3,004 for the three months ended March 31, 2025, as compared to $4,339 for three months ended March 31, 2024. The decrease in interest expense of $1,335 was primarily from lower amortization of debt costs and lower interest charges on the line of credit.

Current wording

Interest Expense – We incurred interest expense, net of $5,949 or the six months ended June 30, 2025, as compared to $8,588 for six months ended June 30, 2024. The decrease in interest expense of $2,639 was primarily from lower amortization of debt costs and lower interest charges on the line of credit.

Previous wording

Liquidated Damages – We recorded liquidated damages of $75 for the three months ended March 31, 2025, as compared to $76 for the three months ended March 31, 2024, representing a decrease in accrued interest.

Current wording

Liquidated Damages – We recorded liquidated damages of $151 for the six months ended June 30, 2025, as compared to $152 for the six months ended June 30, 2024, representing a decrease in accrued interest.

Previous wording

We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments; and (xi) professional and vendor fees. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measures as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:

Current wording

income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments; and (xi) professional and vendor fees. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measure as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure: