“non-GAAP financial measure” means a financial measure disclosed by an issuer that
(a) depicts the historical or expected future financial performance, financial position or cash flow of an entity,
(b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity,
(c) is not disclosed in the financial statements of the entity, and
(d) is not a ratio, fraction, percentage or similar representation;