pcty-20220505
0001591698FALSE00015916982022-05-052022-05-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 5, 2022
PAYLOCITY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware001-3634846-4066644
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)(I.R.S. Employer Identification
Number)
1400 American Lane
SchaumburgIllinois 60173
(Address of principal executive offices, including zip code)
(847) 463-3200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per sharePCTY
The NASDAQ Global Select Market LLC
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))
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 May 5, 2022, Paylocity Holding Corporation (the “Company”) issued a press release announcing financial results for the three month period ended March 31, 2022. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
The press release issued May 5, 2022 is furnished herewith as Exhibit 99.1. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (formatted as Inline XBRL)



EXHIBIT INDEX
Exhibit No.Description
104Cover Page Interactive Data File (formatted as Inline XBRL)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PAYLOCITY HOLDING CORPORATION
Date: May 5, 2022By:/s/ Ryan Glenn
Ryan Glenn
Chief Financial Officer and Treasurer

Document

Exhibit 99.1 
https://cdn.kscope.io/58fdd82a7921e5f8f3860887ab4f5049-tm2131551-1image_002a.jpg
press release
Paylocity Announces Third Quarter Fiscal Year 2022 Financial Results
Q3 2022 Recurring & Other Revenue of $245.0 million, up 32% year-over-year
Q3 2022 Total Revenue of $246.0 million, up 32% year-over-year
SCHAUMBURG, IL. – May 5, 2022 – Paylocity Holding Corporation (Nasdaq: PCTY), a leading provider of cloud-based HR and payroll software solutions, today announced financial results for the third quarter of fiscal year 2022, which ended March 31, 2022.

“The momentum from our record setting selling season continued throughout the third quarter, with strong sales execution across our target market. Third quarter revenue growth was 32%, marking our third straight quarter with more than 30% revenue growth as our differentiated value proposition of providing the most modern software in the industry continues to resonate in the marketplace. In April we announced the release of Community Plus, which introduces new collaboration functionality, including one-to-one and one-to-many chat, the ability to create, edit, and share files, and the automated addition of employees to team groups as they join the company,” said Steve Beauchamp, Co-Chief Executive Officer of Paylocity.
Third Quarter Fiscal 2022 Financial Highlights
Revenue:
Total revenue was $246.0 million, an increase of 32% from the third quarter of fiscal year 2021.
Recurring & other revenue was $245.0 million, an increase of 32% from the third quarter of fiscal year 2021.
Operating Income:
GAAP operating income was $47.4 million and Non-GAAP operating income was $75.5 million in the third quarter of fiscal year 2022.
Net Income:
GAAP net income was $34.8 million or $0.62 per share for the three months ended March 31, 2022 based on 56.4 million diluted weighted average common shares outstanding.
Adjusted EBITDA:
Adjusted EBITDA, a non-GAAP measure, was $85.7 million in the third quarter of fiscal year 2022.
Balance Sheet and Cash Flow:
Cash and cash equivalents totaled $96.5 million as of the end of the quarter.
Cash flow from operations for the third quarter of fiscal year 2022 was $78.5 million compared to $66.1 million for the third quarter of fiscal year 2021.
As of March 31, 2022, Paylocity had no long-term debt and had not drawn on its credit facility. In January 2022, Paylocity borrowed $50 million under its credit facility in connection with the Cloudsnap acquisition, which was repaid within the third quarter.
A reconciliation of GAAP to non-GAAP financial measures has been provided in this press release, including the accompanying tables. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”



Business Outlook
Based on information available as of May 5, 2022, Paylocity is issuing guidance for the fourth quarter and full fiscal year 2022 as indicated below.
Fourth Quarter 2022:
Total revenue is expected to be in the range of $215.5 million to $219.5 million, which represents approximately 30% growth over fiscal 2021 fourth quarter revenue.
Adjusted EBITDA, a non-GAAP measure, is expected to be in the range of $49.5 million to $52.5 million.
Fiscal Year 2022:
Total revenue is expected to be in the range of $839.2 million to $843.2 million, which represents approximately 32% growth over fiscal year 2021 revenue.
Adjusted EBITDA, a non-GAAP measure, is expected to be in the range of $228.0 million to $231.0 million.
We are unable to reconcile forward-looking non-GAAP Adjusted EBITDA to its directly comparable GAAP financial measure because the information which is needed to complete a reconciliation is unavailable at this time without unreasonable effort.
Conference Call Details
Paylocity will host a conference call to discuss its third quarter fiscal year 2022 results at 4:30 p.m. Central Time today (5:30 Eastern Time). A live audio webcast of the conference call, together with detailed financial information, can be accessed through the company's Investor Relations Web site at www.paylocity.com. Participants who choose to call in to the conference call can do so by dialing (855) 226-3021 or (315) 625-6892, passcode 4348876. A replay of the call will be available and archived via webcast at www.paylocity.com.
About Paylocity
Paylocity is a leading provider of cloud-based HR and payroll software solutions headquartered in Schaumburg, IL. Founded in 1997 and publicly traded since 2014, Paylocity offers an intuitive, easy-to-use product suite that helps businesses tackle today’s challenges while moving them toward the promise of tomorrow. Known for its unique culture and consistently recognized as one of the best places to work, Paylocity accompanies its clients on the journey to create great workplaces and help people achieve their best through automation, data-driven insights, and engagement. For more information, visit www.paylocity.com.
Non-GAAP Financial Measures
The company uses certain non-GAAP financial measures in this release, including Adjusted EBITDA, adjusted gross profit, non-GAAP operating income, non-GAAP net income, non-GAAP net income per share, non-GAAP sales and marketing, non-GAAP total research and development and non-GAAP general and administrative and free cash flow. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. We define Adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit), and depreciation and amortization expense, adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises and other items as described later in this release. Adjusted gross profit is adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises and amortization of capitalized internal-use software costs. Non-GAAP operating income is adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises, the amortization of acquired intangibles and other items as described later in this release. Non-GAAP sales and marketing expense is adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises and other items as described later in this release. Non-GAAP general and administrative expense is adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises, the amortization of acquired intangibles and other items as described later in this release. Non-GAAP net income and non-GAAP net income per share are adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises, the amortization of acquired intangibles and other items as described later in this release, including the income tax effect on these items. Non-GAAP total research and development is adjusted for capitalized internal-use software costs and to eliminate stock-based



compensation expense and employer payroll taxes related to stock releases and option exercises and other items as described later in this release. Free cash flow is defined as net cash provided by operating activities less capitalized internal-use software costs, purchase of property and equipment and lease allowances used for tenant improvements. Please note that other companies may define their non-GAAP financial measures differently than we do. Management presents certain non-GAAP financial measures in this release because it considers them to be important supplemental measures of performance. Management uses these non-GAAP financial measures for planning purposes, including analysis of the company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management believes that these non-GAAP financial measures provide additional insight for analysts and investors in evaluating the company's financial and operational performance. Management also intends to provide these non-GAAP financial measures as part of the company’s future earnings discussions and, therefore, the inclusion of the non-GAAP financial measures should provide consistency in the company’s financial reporting. Non-GAAP financial measures have limitations as an analytical tool. Investors are encouraged to review the reconciliation of the non-GAAP measures to their most directly comparable GAAP measures provided in this release.
Safe Harbor/Forward Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included herein regarding Paylocity’s future operations, ability to scale its business, future financial position and performance, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “seek” and similar expressions (or the negative of these terms) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about management's estimates regarding future revenues and financial performance and other statements about management’s beliefs, intentions or goals. Paylocity may not actually achieve the expectations disclosed in the forward-looking statements, and you should not place undue reliance on Paylocity’s forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to the possibility that the anticipated synergies of the unified solution through Paylocity’s recent acquisitions of Blue Marble and Cloudsnap may not be achieved and the combined operations may not be successfully integrated in a timely manner, if at all; general economic conditions in regions in which Paylocity does business, including the ongoing impact of the novel coronavirus disease (“COVID-19”) on the U.S. and the global economy, reductions in interest rates, business disruptions, reductions in employment and an increase in business failures that have occurred or may occur in the future; the continuing impact of COVID-19 on Paylocity’s employees and clients and Paylocity’s ability to provide services to its clients and respond to their needs; Paylocity’s ability to retain existing clients and to attract new clients to enter into subscriptions for its services; Paylocity’s ability to sell new products and retain subscriptions for its existing products to its new and existing clients; the challenges associated with a growing company’s ability to effectively service clients in a dynamic and competitive market; challenges associated with expanding and evolving a sales organization to effectively address new geographies and products and services; challenges related to cybersecurity threats and evolving cybersecurity regulations; Paylocity’s reliance on and ability to expand its referral network of third parties; Paylocity’s reliance on third party payroll partners in foreign jurisdictions in its Blue Marble business; difficulties associated with accurately forecasting revenue and appropriately planning expenses; challenges with managing growth effectively; difficulties in forecasting Paylocity’s tax position; risks related to regulatory, legislative and judicial uncertainty in Paylocity’s markets; continued acceptance of SaaS as an effective method for delivery of payroll and HCM solutions; Paylocity’s ability to protect and defend its intellectual property; the risk that Paylocity’s security measures are compromised or a threat actor gains unauthorized access to customer data; unexpected events in the market for Paylocity’s solutions; changes in the competitive environment in Paylocity’s industry and the markets in which it operates; adverse changes in general economic or market conditions; changes in the employment rates of Paylocity’s clients and the resultant impact on revenue; the possibility that Paylocity may be adversely affected by other economic, business, and/or competitive factors; and other risks and potential factors that could affect Paylocity’s business and financial results identified in Paylocity’s filings with the Securities and Exchange Commission (the “SEC”), including its 10-K filed with the SEC on August 6, 2021. Additional information will also be set forth in Paylocity’s future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Paylocity makes with the SEC. These forward-looking statements represent Paylocity’s expectations as of the date of this press release. Subsequent events, including events relating to the COVID-19 pandemic and its severity, duration and ultimate impact, may cause these expectations to change, and Paylocity disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.



PAYLOCITY HOLDING CORPORATION
Unaudited Consolidated Balance Sheets
(in thousands, except per share data)
June 30,
2021
March 31,
2022
Assets
Current assets:
Cash and cash equivalents$202,287 $96,465 
Corporate investments4,456 — 
Accounts receivable, net6,267 17,794 
Deferred contract costs44,230 54,735 
Prepaid expenses and other15,966 23,430 
Total current assets before funds held for clients273,206 192,424 
Funds held for clients1,759,677 4,324,567 
Total current assets2,032,883 4,516,991 
Capitalized internal-use software, net45,018 57,713 
Property and equipment, net59,835 64,004 
Operating lease right-of-use assets43,984 50,808 
Intangible assets, net13,027 48,245 
Goodwill33,650 102,183 
Long-term deferred contract costs170,663 209,580 
Long-term prepaid expenses and other4,223 7,910 
Deferred income tax assets11,602 21,804 
Total assets$2,414,885 $5,079,238 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$4,230 $5,051 
Accrued expenses103,109 108,820 
Total current liabilities before client fund obligations107,339 113,871 
Client fund obligations1,759,677 4,324,567 
Total current liabilities1,867,016 4,438,438 
Long-term operating lease liabilities67,201 71,178 
Other long-term liabilities1,958 2,422 
Deferred income tax liabilities1,780 1,781 
Total liabilities$1,937,955 $4,513,819 
Stockholders’ equity:
Preferred stock, $0.001 par value, 5,000 authorized, no shares issued and outstanding at June 30, 2021 and March 31, 2022
$— $— 
Common stock, $0.001 par value, 155,000 shares authorized at June 30, 2021 and March 31, 2022; 54,594 shares issued and outstanding at June 30, 2021 and 55,120 shares issued and outstanding at March 31, 2022
55 55 
Additional paid-in capital241,718 256,204 
Retained earnings235,091 310,722 
Accumulated other comprehensive income (loss)66 (1,562)
Total stockholders' equity$476,930 $565,419 
Total liabilities and stockholders’ equity$2,414,885 $5,079,238 



PAYLOCITY HOLDING CORPORATION
Unaudited Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per share data)
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Revenues:
Recurring and other revenue$184,927 $244,962 $465,195 $620,827 
Interest income on funds held for clients1,126 1,008 2,981 2,877 
Total revenues186,053 245,970 468,176 623,704 
Cost of revenues57,326 75,538 160,248 209,608 
Gross profit128,727 170,432 307,928 414,096 
Operating expenses:
Sales and marketing40,055 52,752 115,504 154,856 
Research and development18,458 25,670 56,443 74,024 
General and administrative31,071 44,632 87,038 119,448 
Total operating expenses89,584 123,054 258,985 348,328 
Operating income39,143 47,378 48,943 65,768 
Other expense(207)(311)(843)(800)
Income before income taxes38,936 47,067 48,100 64,968 
Income tax expense (benefit)2,102 12,221 (10,836)(10,663)
Net income$36,834 $34,846 $58,936 $75,631 
Other comprehensive loss, net of tax(126)(1,218)(536)(1,628)
Comprehensive income$36,708 $33,628 $58,400 $74,003 
Net income per share:
Basic$0.68 $0.63 $1.09 $1.38 
Diluted$0.65 $0.62 $1.05 $1.34 
Weighted-average shares used in computing net income per share:
Basic54,415 55,114 54,244 54,996 
Diluted56,414 56,367 56,338 56,437 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises for each of the three and nine months ended March 31, are included in the above line items:
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Cost of revenues$1,996 $2,978 $6,401 $9,832 
Sales and marketing4,001 5,213 12,368 16,982 
Research and development2,661 4,911 8,277 15,131 
General and administrative7,852 11,538 23,287 32,921 
Total stock-based compensation expense and employer payroll taxes related to stock releases and option exercises$16,510 $24,640 $50,333 $74,866 



PAYLOCITY HOLDING CORPORATION
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Nine Months Ended
March 31,
20212022
Cash flows from operating activities:
Net income$58,936 $75,631 
Adjustments to reconcile net income to net cash provided by operating activities
Stock-based compensation expense46,947 70,197 
Depreciation and amortization expense32,070 36,419 
Deferred income tax benefit(10,656)(10,882)
Provision for credit losses213 238 
Net accretion of discounts and amortization of premiums on available-for-sale securities315 342 
Amortization of debt issuance costs127 136 
Other545 286 
Changes in operating assets and liabilities:
Accounts receivable(4,495)(9,654)
Deferred contract costs(39,621)(49,205)
Prepaid expenses and other(2,531)(9,418)
Accounts payable1,592 141 
Accrued expenses and other2,318 1,163 
Net cash provided by operating activities85,760 105,394 
Cash flows from investing activities:
Purchases of available-for-sale securities— (215,538)
Proceeds from sales and maturities of available-for-sale securities82,488 85,875 
Capitalized internal-use software costs(21,664)(26,285)
Purchases of property and equipment(8,155)(15,355)
Acquisitions of businesses, net of cash acquired(14,992)(107,576)
Other investing activities— (2,500)
Net cash provided by (used in) investing activities37,677 (281,379)
Cash flows from financing activities:
Net change in client fund obligations724,610 2,564,829 
Borrowings under credit facility— 50,000 
Repayment of credit facility(100,000)(50,000)
Proceeds from exercise of stock options146 — 
Proceeds from employee stock purchase plan6,100 7,216 
Taxes paid related to net share settlement of equity awards(51,828)(68,509)
Payment of debt issuance costs(56)(64)
Net cash provided by financing activities578,972 2,503,472 
Net change in cash, cash equivalents and funds held for clients' cash and cash equivalents702,409 2,327,487 
Cash, cash equivalents and funds held for clients' cash and cash equivalents—beginning of period1,492,133 1,945,881 
Cash, cash equivalents and funds held for clients' cash and cash equivalents—end of period$2,194,542 $4,273,368 
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Purchases of property and equipment, accrued but not paid$— $1,251 
Liabilities assumed for acquisitions$281 $4,470 
Supplemental Disclosure of Cash Flow Information
Cash paid for interest$820 $257 
Refunds received for income taxes$(222)$(115)
Reconciliation of cash, cash equivalents and funds held for clients' cash and cash equivalents to the Consolidated Balance Sheets
Cash and cash equivalents$175,453 $96,465 
Funds held for clients' cash and cash equivalents2,019,089 4,176,903 
Total cash, cash equivalents and funds held for clients' cash and cash equivalents$2,194,542 $4,273,368 



Paylocity Holding Corporation
Reconciliation of GAAP to non-GAAP Financial Measures
(In thousands except per share data) 
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Reconciliation from Gross profit to Adjusted gross profit: 
Gross profit$128,727 $170,432 $307,928 $414,096 
Amortization of capitalized internal-use software costs6,005 6,308 17,273 18,523 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises1,996 2,978 6,401 9,832 
Other items (1)— 46 — 94 
Adjusted gross profit$136,728 $179,764 $331,602 $442,545 
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Reconciliation from Operating income to Non-GAAP Operating income:
Operating income$39,143 $47,378 $48,943 $65,768 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises16,510 24,640 50,333 74,866 
Amortization of acquired intangibles1,028 2,630 2,812 5,982 
Other items (2)292 806 1,377 1,609 
Non-GAAP Operating income$56,973 $75,454 $103,465 $148,225 
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Reconciliation from Net income to Non-GAAP Net income:
Net income$36,834 $34,846 $58,936 $75,631 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises16,510 24,640 50,333 74,866 
Amortization of acquired intangibles1,028 2,630 2,812 5,982 
Other items (2)292 806 1,377 1,817 
Income tax effect on adjustments (3)(5,215)5,869 (20,602)(20,060)
Non-GAAP Net income$49,449 $68,791 $92,856 $138,236 
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Calculation of Non-GAAP Net income per share:
Non-GAAP Net income$49,449 $68,791 $92,856 $138,236 
Diluted weighted-average number of common shares56,414 56,367 56,338 56,437 
Non-GAAP Net income per share$0.88 $1.22 $1.65 $2.45 
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Reconciliation from Net income to Adjusted EBITDA:
Net income$36,834 $34,846 $58,936 $75,631 
Interest expense204 168 895 386 
Income tax expense (benefit)2,102 12,221 (10,836)(10,663)
Depreciation and amortization expense10,999 13,036 32,070 36,419 
EBITDA50,139 60,271 81,065 101,773 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises16,510 24,640 50,333 74,866 
Other items (2)292 806 1,377 1,817 
Adjusted EBITDA$66,941 $85,717 $132,775 $178,456 
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Reconciliation of Non-GAAP sales and marketing:
Sales and marketing$40,055 $52,752 $115,504 $154,856 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises4,001 5,213 12,368 16,982 
Other items (1)— 60 — 162 
Non-GAAP sales and marketing$36,054 $47,479 $103,136 $137,712 
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Reconciliation of Non-GAAP total research and development:
Research and development$18,458 $25,670 $56,443 $74,024 
Capitalized internal-use software costs6,832 8,319 21,664 26,285 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises2,661 4,911 8,277 15,131 
Other items (1)215 218 600 686 
Non-GAAP total research and development$22,414 $28,860 $69,230 $84,492 
Three Months Ended
March 31,
Nine Months Ended
March 31,
2021202220212022
Reconciliation of Non-GAAP general and administrative:
General and administrative$31,071 $44,632 $87,038 $119,448 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises7,852 11,538 23,287 32,921 
Amortization of acquired intangibles1,028 2,630 2,812 5,982 
Other items (2)77 482 777 667 
Non-GAAP general and administrative$22,114 $29,982 $60,162 $79,878 
(1) Represents certain nonrecurring acquisition-related costs.
(2) Represents nonrecurring costs including acquisition and other transaction-related costs and lease exit activity.
(3) Includes the income tax effect on non-GAAP net income adjustments related to stock-based compensation expense and employer payroll taxes related to stock releases and option exercises, amortization of acquired intangibles and other items, which include acquisition and other transaction-related costs and lease exit activity.