株探米国株
日本語 英語
エドガーで原本を確認する
0001522540FALSE00015225402023-08-082023-08-08


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
Date of Report (Date of earliest event reported): August 8, 2023

MARQETA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-40465 27-4306690
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
180 Grand Avenue, 6th Floor
Oakland, California 94612
(Address of principal executive offices, including zip code) 
Registrant’s telephone number, including area code: (888) 462-7738 
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, $0.0001 par value per share   MQ   The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
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. ☐




Item 2.02    Results of Operations and Financial Condition.

On August 8, 2023, Marqeta, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.
 
(d)    Exhibits
 
Exhibit Number   Description
99.1
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  MARQETA, INC.
Date: August 8, 2023
/s/ Michael (Mike) Milotich
  Michael (Mike) Milotich
  Chief Financial Officer

EX-99.1 2 mqearningsrelease-q2x2023.htm EX-99.1 Document

mqearningsreleasetemp_imag.gif

MARQETA REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS,
ANNOUNCES FOUR YEAR EXTENSION TO CASH APP CONTRACT

The global modern card issuer had $54 billion in total processing volume, up 33 percent year-over-year,
with net revenue of $231 million in the second quarter of 2023, up 24 percent year-over-year.
OAKLAND, Calif. – August 8, 2023 - Marqeta, Inc. (NASDAQ: MQ), the global modern card issuing platform, today reported financial results for the second quarter ended June 30, 2023.

Total processing volume (TPV) was $54 billion, with net revenue of $231 million, representing year-over-year increases of 33% and 24%, respectively. Gross profit was $85 million, an increase of 8% year over year, resulting in a gross margin of 37%. GAAP net loss was $59 million and Adjusted EBITDA was $1 million.
"In the second quarter, we grew our business to ever-increasing levels of scale, exceeded our sales bookings goals again and reduced our cost structure. Our execution has been strong, including accelerating our go-to-market motion, enhancing our product offering, and extending our partnership with Cash App. I firmly believe Marqeta is well positioned to capitalize on the fast-growing embedded finance market," said Simon Khalaf, CEO of Marqeta.
Recent Business Updates:
Marqeta highlighted several recent business updates that demonstrate its current business momentum:
•Marqeta announced today that it had signed a four year extension with Block to continue powering its popular Cash App card product. This extended deal to power the Cash Card is effective on July 1, 2023 and continues through June of 2027. We believe this renewal demonstrates the value Block sees in the Marqeta platform and this partnership, exemplified by Marqeta’s flexibility, innovation and breadth of service.
•Marqeta announced a new expansion into Brazil with a partnership with Latin American banking-as-a-service platform Fitbank. Through this partnership, Fitbank will be both a Marqeta customer and act as Marqeta's BIN sponsor for customers looking to launch in the region. Brazil is a highly valued expansion point for many of Marqeta’s global customers and has a base of local fintechs looking to build new innovations on modern payment infrastructure.





1


Operating Highlights
In thousands, except percentages and per share data. % change is calculated over the comparable prior-year period (unaudited) Three Months Ended June 30, %
Change
Six Months Ended June 30, %
Change
2023 2022 2023 2022
Financial metrics:
Net revenue $ 231,115  $ 186,678  24% $ 448,456  $ 352,780  27%
Gross profit $ 84,609  $ 78,049  8% $ 173,771  $ 152,775  14%
Gross margin 37  % 42  % 39  % 43  %
Total operating expenses $154,030  $124,766  23% $330,624  $248,764  33%
Net loss ($58,797) ($44,688) (32)% ($127,598) ($105,286) (21)%
Net loss margin (25) % (24) % (28) % (30) %
Net loss per share - basic and diluted ($0.11) ($0.08) (38)% ($0.24) ($0.19) (26)%
Key operating metric and Non-GAAP financial measures:
Total Processing Volume (TPV) (in millions) 1
$ 53,615  $ 40,457  33% $ 103,635  $ 77,083  34%
Adjusted EBITDA 2
$824  ($10,225) 108% ($3,521) ($20,678) 83%
Adjusted EBITDA margin 2
0.4  % (5) % (1) % (6) %
Non-GAAP operating expenses 2
$ 83,785  $ 88,274  (5)% $ 177,292  $ 173,453  2%
1 TPV represents the total dollar amount of payments processed through our platform, net of returns and chargebacks. We believe that TPV is a key indicator of the market adoption of our platform, growth of our brand, growth of our customers' businesses and scale of our business.
2 See "Information Regarding Non-GAAP Measures" for definitions of Adjusted EBITDA, Adjusted EBITDA margin, and Non-GAAP operating expenses and the reconciliations of the net loss to Adjusted EBITDA, and of the total operating expenses to Non-GAAP operating expenses.
Second Quarter 2023 Financial Results:
Net revenue increased by $44 million, or 24% year-over-year, rising to $231 million from $187 million in the second quarter of 2022 resulting from a 33% increase in TPV year-over-year, partially offset by unfavorable changes in the mix of our card programs.
Gross profit increased by 8% year-over-year, rising to $85 million from $78 million in the second quarter of 2022 primarily due to our TPV growth. Gross margin was 37% in the second quarter of 2023.
Net loss increased by $14 million to $59 million in the quarter. Our increase in gross profit was partially offset by increases in compensation & benefits primarily due to restructuring charges and postcombination compensation benefits related to the acquisition of Power Finance. Net loss margin was 25% in the second quarter of 2023.
Total Processing Volume increased by 33% year-over-year, rising to $54 billion from $40 billion in the second quarter of 2022.
Adjusted EBITDA increased by $11 million year-over year, rising to $1 million, in the second quarter of 2023 from an Adjusted EBITDA loss of $10 million in the comparable prior year period. Adjusted EBITDA margin was 0.4% in the second quarter of 2023, an increase of 5 percentage points year-over-year.

2


Conference Call
Marqeta will host a live conference call today at 1:30 p.m. Pacific time (4:30 p.m. Eastern time). To join the call, please dial-in 10 minutes in advance: toll-free at 1-844-826-3035 or direct at 1-412-317-5195. The conference call will also be available live via webcast online at http://investors.marqeta.com.
The telephone replay dial-in numbers are 1-844-512-2921 and 1-412-317-6671 and will be available until August 15, 2023, 8:59 p.m. Pacific time (11:59 p.m. Eastern time). The confirmation code for the replay is 10180147.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements expressed or implied in this press release include, but are not limited to, statements relating to Marqeta’s quarterly guidance; statements regarding expected accounting treatment and changes to revenue and gross profit; statements regarding Marqeta’s business plans, business strategy and the continued success and growth of our customers; statements and expectations regarding Marqeta's partnerships, new product introductions, and product capabilities; and statements made by Marqeta’s CEO and CFO. Actual results may differ materially from the expectations contained in these statements due to risks and uncertainties, including, but not limited to, the following: the effect of uncertainties related to global economies, our business, results of operations, financial condition, demand for our platform, sales cycles and customer retention; the risk that Marqeta’s anticipated accounting treatment may be subject to further changes or developments; the risk that Marqeta is unable to further attract, retain, diversify, and expand its customer base; the risk that Marqeta is unable to drive increased profitable transactions on its platform; the risk that consumers and customers will not perceive the benefits of Marqeta’s products as Marqeta expects; the risk that Marqeta's technology platform, including hosted solutions, do not operate as intended resulting in system outages; the risk that Marqeta will not be able to achieve the cost structure that Marqeta currently expects; the risk that Marqeta’s solution will not achieve the expected market acceptance; the risk that competition could reduce expected demand for Marqeta’s services; the risk that changes in the regulatory landscape adversely affects the gross interchange or other revenue Marqeta earns or adversely affects the bank and network costs Marqeta incurs; the risk that Marqeta may be unable to maintain relationships with Issuing Banks and Card Networks; the risk that Marqeta is not able to identify and recognize the anticipated benefits of any acquisition; the risk that Marqeta is unable to successfully integrate any acquisition to businesses and related operations; the risk of ongoing financial services and banking sector instability and follow on effects to fintech companies, general economic conditions in either domestic or international markets, including inflation and recessionary fears, conditions resulting from geopolitical uncertainty and instability or war, including the direct and indirect effects of the significant military action against Ukraine launched by Russia on U.S. and global economies, our business, results of operations, financial condition, and demand for our platform; and the risk that Marqeta may be subject to additional risks such as inflation or currency fluctuations due to its international business activities. Detailed information about these risks and other factors that could potentially affect Marqeta’s business, financial condition and results of operations are included in the “Risk Factors” disclosed in Marqeta's Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q, as such risk factors may be updated from time to time in Marqeta’s periodic filings with the SEC, available at www.sec.gov and Marqeta’s website at http://investors.marqeta.com.
The forward-looking statements in this press release are based on information available to Marqeta as of the date hereof. Marqeta disclaims any obligation to update any forward-looking statements, except as required by law.
3


Disclosure Information
Investors and others should note that Marqeta announces material financial information to its investors using its investor relations website, SEC filings, press releases, public conference calls and webcasts. Marqeta also uses social media to communicate with its customers and the public about Marqeta, its products and services and other matters relating to its business and market. It is possible that the information Marqeta posts on social media could be deemed to be material information. Therefore, Marqeta encourages investors, the media, and others interested in Marqeta to review the information we post on social media channels including the Marqeta Twitter feed (@Marqeta), the Marqeta Instagram page (@lifeatmarqeta), the Marqeta Facebook page, and the Marqeta LinkedIn page. These social media channels may be updated from time to time.
Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled "Information Regarding Non-GAAP Financial Measures".
About Marqeta, Inc.
Marqeta’s modern card issuing platform empowers its customers to create customized and innovative payment cards. Marqeta’s modern architecture gives its customers the ability to build more configurable and flexible payment experiences, accelerating time-to-market and democratizing access to card issuing technology. Marqeta’s open APIs provide instant access to highly scalable, cloud-based payment infrastructure that enables customers to launch and manage their own card programs, issue cards and authorize and settle payment transactions. Marqeta is headquartered in Oakland, California and is certified to operate in 40 countries globally.
Marqeta® is a registered trademark of Marqeta, Inc.
IR Contact: Marqeta Investor Relations, IR@marqeta.com
4


Marqeta, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net revenue $ 231,115  $ 186,678  $ 448,456  $ 352,780 
Costs of revenue 146,506  108,629  274,685  200,005 
Gross profit 84,609  78,049  173,771  152,775 
Operating expenses:
Compensation and benefits 126,788  97,868  274,547  198,216 
Technology 13,154  13,154  27,744  24,538 
Professional services 4,873  5,794  10,310  10,564 
Occupancy 1,057  1,148  2,211  2,263 
Depreciation and amortization 2,494  921  4,474  1,900 
Marketing and advertising 561  886  1,002  1,445 
Other operating expenses 5,103  4,995  10,336  9,838 
Total operating expenses 154,030  124,766  330,624  248,764 
Loss from operations (69,421) (46,717) (156,853) (95,989)
Other income (expense), net 10,762  1,802  22,434  (9,875)
Loss before income tax expense (58,659) (44,915) (134,419) (105,864)
Income tax expense (benefit) 138  (227) (6,821) (578)
Net loss $ (58,797) $ (44,688) $ (127,598) $ (105,286)
Net loss per share attributable to common stockholders, basic and diluted $ (0.11) $ (0.08) $ (0.24) $ (0.19)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 538,267,449  544,704,146  538,988,940  543,524,008 

5


Marqeta, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
June 30,
2023
December 31,
2022
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 950,157  $ 1,183,846 
Restricted cash 9,375  7,800 
Short-term investments 432,354  440,858 
Accounts receivable, net 15,253  15,569 
Settlements receivable, net 10,515  18,028 
Network incentives receivable 67,063  42,661 
Prepaid expenses and other current assets 29,098  38,007 
Total current assets 1,513,815  1,746,769 
Property and equipment, net 14,330  7,440 
Operating lease right-of-use assets, net 7,784  9,015 
Goodwill 123,446  — 
Other assets 44,768  7,122 
Total assets $ 1,704,143  $ 1,770,346 
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 2,818  $ 3,798 
Revenue share payable 125,853  142,194 
Accrued expenses and other current liabilities 189,669  136,887 
Total current liabilities 318,340  282,879 
Operating lease liabilities, net of current portion 7,132  9,034 
Other liabilities 6,056  5,477 
Total liabilities 331,528  297,390 
Stockholders' equity :
Preferred stock —  — 
Common stock 52  53 
Additional paid-in capital 2,103,870  2,082,373 
Accumulated other comprehensive loss (1,476) (7,237)
Accumulated deficit (729,831) (602,233)
Total stockholders’ equity 1,372,615  1,472,956 
Total liabilities and stockholders' equity $ 1,704,143  $ 1,770,346 

6


Marqeta, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Six Months Ended June 30,
2023 2022
Cash flows from operating activities:
Net loss $ (127,598) $ (105,286)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 4,474  1,900 
Share-based compensation expense 90,164  72,153 
Non-cash postcombination compensation expense 32,430  — 
Non-cash operating leases expense 1,231  1,111 
Amortization of premium (accretion of discount) on short-term investments (2,311) 338 
Impairment of other financial instruments —  11,616 
Other 499  326 
Changes in operating assets and liabilities:
Accounts receivable 63  5,067 
Settlements receivable 7,513  833 
Network incentives receivable (24,402) 17,133 
Prepaid expenses and other assets 14,467  (14,982)
Accounts payable (3,239) (1,609)
Revenue share payable (16,341) (4,092)
Accrued expenses and other liabilities (11,828) (6,987)
Operating lease liabilities (1,642) (1,464)
Net cash used in operating activities (36,520) (23,943)
Cash flows from investing activities:
Purchases of property and equipment (668) (868)
Capitalization of internal-use software (6,395) — 
Business combination, net of cash acquired (131,914) — 
Purchases of short-term investments (279,548) (12,999)
Maturities of short-term investments 296,000  12,900 
Net cash used in investing activities (122,525) (967)
Cash flows from financing activities:
Proceeds from exercise of stock options, including early exercised stock options, net of repurchase of early exercised unvested options 2,299  3,407 
Proceeds from shares issued in connection with employee stock purchase plan 1,775  2,775 
Taxes paid related to net share settlement of restricted stock units (10,070) (8,580)
Repurchases of common stock (67,073) — 
Net cash used in financing activities (73,069) (2,398)
Net decrease in cash, cash equivalents, and restricted cash (232,114) (27,308)
Cash, cash equivalents, and restricted cash- Beginning of period 1,191,646  1,255,381 
Cash, cash equivalents, and restricted cash - End of period $ 959,532  $ 1,228,073 

7


Marqeta, Inc.
Financial and Operating Highlights
(in thousands, except per share data or as noted)
(unaudited)
2023 2022 Year over Year Change Q2'23 vs Q2'22
Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter
Operating performance:
Net revenue $ 231,115  $ 217,343  $ 203,805  $ 191,621  $ 186,678  24  %
Costs of revenue 146,506  128,179  116,681  111,519  108,629  35  %
Gross profit 84,609  89,164  87,124  80,102  78,049  %
Gross margin 37  % 41  % 43  % 42  % 42  % (5)  pps
Operating expenses:
Compensation and benefits 126,788  147,759  110,991  105,887  97,868  30  %
Technology 13,154  14,590  14,401  13,422  13,154  —  %
Professional services 4,873  5,437  6,295  6,620  5,794  (16) %
Occupancy and equipment 1,057  1,154  1,126  1,125  1,148  (8) %
Depreciation and amortization 2,494  1,980  1,019  934  921  171  %
Marketing and advertising 561  441  1,862  688  886  (37) %
Other operating expenses 5,103  5,236  5,753  10,922  4,995  %
Total operating expenses 154,030  176,597  141,447  139,598  124,766  23  %
Loss from operations (69,421) (87,433) (54,323) (59,496) (46,717) 49  %
Other income (expense), net 10,762  11,672  28,468  6,333  1,802  n/m
Loss before income tax expense (58,659) (75,761) (25,855) (53,163) (44,915) 31  %
Income tax expense (benefit) 138  (6,960) 471  (227) (161) %
  Net loss $ (58,797) $ (68,801) $ (26,326) $ (53,168) $ (44,688) 32  %
Loss per share - basic and diluted $ (0.11) $ (0.13) $ (0.05) $ (0.10) $ (0.08) 38  %
TPV (in millions) $ 53,615  $ 50,020  $ 46,704  $ 42,473  $ 40,457  33  %
Adjusted EBITDA $ 824  $ (4,346) $ (7,488) $ (13,630) $ (10,225) (108) %
Adjusted EBITDA margin 0.4  % (2) % (4) % (7) % (5) %  pps
Financial condition:
Cash and cash equivalents $ 950,157  $ 1,050,414  $ 1,183,846  $ 1,204,857  $ 1,220,273  (22) %
Restricted cash $ 9,375  $ 7,800  $ 7,800  $ 7,800  $ 7,800  20  %
Short-term investments $ 432,354  $ 408,675  $ 440,858  $ 441,132  $ 444,873  (3) %
Total assets $ 1,704,143  $ 1,774,183  $ 1,770,346  $ 1,774,455  $ 1,776,930  (4) %
Total liabilities $ 331,528  $ 340,533  $ 297,390  $ 262,117  $ 242,373  37  %
Stockholders' equity $ 1,372,615  $ 1,433,650  $ 1,472,956  $ 1,512,338  $ 1,534,557  (11) %
pps = percentage points
n/m = not meaningful

8


Marqeta, Inc.
Reconciliation of GAAP to NON-GAAP Measures
(in thousands)
(unaudited)
Information Regarding Non-GAAP Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release contains certain non-GAAP financial measures. Marqeta considers Adjusted EBITDA, Adjusted EBITDA Margin, and Non-GAAP operating expenses as supplemental measures of the company’s performance that are not required by, nor presented in accordance with GAAP.
We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; restructuring charges; acquisition-related expenses which consist of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions, and non-cash postcombination compensation expenses; income tax expense (benefit); and other income (expense), net, which consists of interest income from our short-term investments, realized foreign currency gains and losses, our share of equity method investments’ profit or loss, impairment of equity method investments or other financial instruments, and gain from sale of equity method investments. We believe that Adjusted EBITDA is an important measure of operating performance because it allows management and our board of directors to evaluate and compare our core operating results, including our operating efficiencies, from period to period. Additionally, we utilize Adjusted EBITDA as an input into our calculation of our annual employee bonus plans.
Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by net revenue. This measure is used by management and our board of directors to evaluate our operating efficiency.
We define Non-GAAP operating expenses as total operating expenses adjusted to exclude depreciation and amortization; share-based compensation expense; payroll tax related to share-based compensation; restructuring charges; and acquisition-related expenses which consists of due diligence costs, transaction costs and integration costs related to potential or successful acquisitions, and non-cash postcombination compensation expenses.
Adjusted EBITDA, Adjusted EBITDA Margin, and Non-GAAP operating expenses should not be considered in isolation, or construed as an alternative to net loss, or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of the company's liquidity. In addition, other companies may calculate Adjusted EBITDA differently than Marqeta does, which limits its usefulness in comparing Marqeta’s financial results with those of other companies.


9


The following table shows Marqeta's GAAP results reconciled to non-GAAP results included in this release:
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
GAAP net revenue $ 231,115  $ 186,678  $ 448,456  $ 352,780 
GAAP net loss $ (58,797) $ (44,688) $ (127,598) $ (105,286)
GAAP net loss margin (25) % (24) % (28) % (30) %
GAAP total operating expenses $ 154,030  $ 124,766  $ 330,624  $ 248,764 
GAAP net loss $ (58,797) $ (44,688) $ (127,598) $ (105,286)
Depreciation and amortization expense 2,494  921  4,474  1,900 
Share-based compensation expense 47,056  35,148  93,055  72,153 
Payroll tax expense related to share-based compensation 638  423  1,278  1,258 
Acquisition-related expenses (1)
11,684  —  46,152  — 
Restructuring 8,373  —  8,373  — 
Other expense (income), net (10,762) (1,802) (22,434) 9,875 
Income tax expense (benefit) 138  (227) (6,821) (578)
Adjusted EBITDA $ 824  $ (10,225) $ (3,521) $ (20,678)
Adjusted EBITDA Margin 0.4  % (5) % (1) % (6) %
GAAP Total operating expenses $ 154,030  $ 124,766  $ 330,624  $ 248,764 
Depreciation and amortization expense (2,494) (921) (4,474) (1,900)
Share-based compensation expense (47,056) (35,148) (93,055) (72,153)
Payroll tax expense related to share-based compensation (638) (423) (1,278) (1,258)
Restructuring (8,373) —  (8,373) — 
Acquisition-related expenses (11,684) —  (46,152) — 
Non-GAAP operating expenses $ 83,785  $ 88,274  $ 177,292  $ 173,453 
_______________
(1) Acquisition-related expenses, which include transaction costs, integration costs and non-cash postcombination compensation expense, have been excluded from Adjusted EBITDA as such expenses are not reflective of our ongoing core operations and are not representative of the ongoing costs necessary to operate our business; instead, these are costs specifically associated with a discrete transaction.
10